New Media closes $760,000 1st tranche of financing

Executive Summary

• New Media Capital 2.0 Inc. closed the first tranche of its non‑brokered private placement, issuing 3.8 million subscription receipts at $0.20 each for gross proceeds of $760,000.
• Each receipt converts into one post‑consolidation unit (one common share plus one warrant) with warrants exercisable at $0.30 per share for 18 months, subject to acceleration if the share price stays ≥ $0.45 for ten consecutive days.
• Proceeds are earmarked for expansion in the Philippines, IT/AI initiatives, product development, Canadian office costs, investor relations, qualifying‑transaction expenses and general working capital.

Key Details

• Offering size: 3.8 million subscription receipts @ $0.20 per receipt → gross proceeds $760,000.
• Conversion terms: Each receipt converts to one post‑consolidation unit (1 common share + 1 share purchase warrant).
• Warrant terms: Right to purchase one additional share at $0.30 per share; exercisable for 18 months from conversion date; accelerates if the company’s common share trades ≥ $0.45 for ten consecutive days.
• Hold period: All securities subject to a four‑month hold ending June 14, 2026 under TSX‑V rules.
• Finder’s fee: Company will pay $25,000 upon completion of the qualifying transaction with Asiatel Outsourcing Ltd.
• Use of proceeds: Expansion in the Philippines; IT and AI alliances; niche product development; Canadian office expenses; investor relations; costs associated with the qualifying transaction; general working capital.
• Related‑party participation: Director‑owned company invested $500,000 (related party transaction under MI 61‑101). Exemptions relied upon for valuation and minority‑shareholder approval because fair market value ≤ $2.5 million. No material change report filed due to desire for expedited closing.
• Qualifying transaction: The private placement is tied to an arm’s‑length qualifying transaction with Asiatel Outsourcing Ltd., previously announced on July 18 2025 and Sept. 22 2025.

Notable Quotes

(No executive quotes were provided in the release.)