NEW MEDIA CAPITAL 2.0 INC. FILES NON-OFFERING PROSPECTUS AND OBTAINS FINAL RECEIPT

New Media Capital 2.0 Inc. has obtained a receipt for its final long form non-offering prospectus dated May 14, 2026, filed with the Alberta Securities Commission. The prospectus was filed to enable the company to complete its qualifying transaction (as defined under TSX Venture Exchange Policy 2.4 -- Capital Pool Companies) with Asiatel Outsourcing Ltd., a business process outsourcing company specializing in remote staffing and managed operations, located in metro Manila, Philippines. The prospectus discloses details of its proposed share exchange transaction with Asiatel and the shareholders of Asiatel.

Proposed transaction terms

Pursuant to a definitive share exchange agreement dated July 16, 2025, as amended, the company will acquire 100 per cent of the issued and outstanding ordinary shares of Asiatel from the Asiatel shareholders by issuing 40 million postconsolidation (defined below) common shares of the company to the Asiatel shareholders at a deemed price of 20 cents per postconsolidation share, for approximate consideration of $8-million. A portion of the 40 million shares will be issuable as special warrants to the Asiatel shareholders in lieu of shares, with each special warrant being automatically convertible into one share for no additional cost at such time the shares can be added to the issued and outstanding share capital of the company without resulting in public shareholders (as that term is defined in the policies of the TSX-V) of the company holding less than 20 per cent of the issued and outstanding shares of the company.

The company and Asiatel expect to close the transaction by June 16, 2026. Immediately prior to the closing of the transaction, the company will conduct a share consolidation on a one postconsolidation share to every two preconsolidation share basis, change its name to Asiatel Outsourcing Inc., as well as close the final tranche of its concurrent financing of subscription receipts at a price of 20 cents per subscription receipt for gross proceeds of $240,000. As previously announced on Feb. 17, 2026, the company closed an initial tranche of the concurrent financing, pursuant to which it issued an aggregate 3.8 million subscription receipts for gross proceeds of $760,000.

The company received conditional approval for the Transaction from the TSX-V on May 13, 2026. The company will issue a further news release announcing the closing and the date on which the shares will resume trading on the TSX-V. Trading will remain halted pending completion of the transaction and the issuance of the final TSX-V bulletin.

We seek Safe Harbor.