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Edmonton, Alberta – TheNewswire - July 18, 2025 – New Media Capital 2.0 Inc. (TSXV: NEME.P) (“ New Media ” or the “ Company ”) is pleased to announce that it has entered into a definitive share exchange agreement dated July 16, 2025 (the “ Definitive Agreement ”) with Asiatel Outsourcing Ltd. (“ Asiatel ”), a business process outsourcing (“ BPO ”) company, existing under the laws of the Cayman Islands, specializing in remote staffing and managed operations,  located in Metro Manila Philippines, and the shareholders of Asiatel (the “ Asiatel Shareholders ”). Pursuant to the Definitive Agreement, the Company has agreed to acquire 100% of the outstanding shares of Asiatel in exchange for post-consolidation shares of the Company (the “ Transaction ”).

About ASIATEL

Asiatel, through its wholly owned operating subsidiary, Asia Teleservices Inc. (“ ATI ”), is a profitable and scaling BPO company headquartered in Pasig City, Metro Manila, Philippines. Founded in 2016, ATI delivers customized outsourcing solutions to small and mid-sized enterprises across nine countries, including Canada, the United States, Australia, the United Kingdom, and Singapore. Since inception, ATI has served over 100 international accounts. ATI is actively expanding its delivery capacity to meet increasing global demand.

ATI operates from a 6,500 sq. ft. leased facility in the Hanston Square Building, a Grade A commercial office building with advanced voice, data, and IT infrastructure. ATI employs over 400 full-time staff.

ATI offers a comprehensive suite of end-to-end BPO services, including customer engagement, data management, remote staffing, employer of record solutions, and shared services support. These integrated services are designed to enhance operational efficiency, reduce overhead, and allow clients to focus on their core business objectives. ATI’s flexible and scalable approach enables cost-effective solutions that support both growth and efficiency.

In Q2 2025, Asiatel entered into a strategic arrangement with FileAI, a technology firm specializing in artificial intelligence platforms for automation and analytics. This partnership supports the implementation of AI-driven solutions across Asiatel’s core service areas. Asiatel believes these AI enhancements will improve process efficiency, reduce labor intensity, and accelerate growth while expanding margins over time.

The Company will provide additional information on the business of Asiatel, including significant financial information , in a non-offering prospectus to be filed with the TSX Venture Exchange (the “ TSXV ” or the “ Exchange ”) and the securities regulators in the provinces of Alberta, British Columbia, and Ontario in respect of the Transaction (the “ Prospectus ”). The preliminary Prospectus, once filed prior to closing of the Transaction, will be available on the Company’s SEDAR+ profile on www.sedarplus.ca .

Proposed Transaction Terms

Pursuant to the Definitive Agreement, on closing of the Transaction, it is proposed that the Company will acquire 100% of the issued and outstanding ordinary shares of Asiatel from the Asiatel Shareholders by issuing: 40,000,000 post-Consolidation (defined below) common shares of the Company (the “ Shares ”) to the Asiatel Shareholders at a deemed price of $0.20 per post-Consolidation Share, for approximate consideration of $8,000,00 0. A portion of the 40,000,000 Shares will be issuable as special warrants (“ 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 TSXV) of the Company holding less than 20% of the issued and outstanding shares of the Company.

Immediately prior to the closing of the Transaction, the Company will conduct a concurrent financing (the “ Concurrent Financing ”) of up to 4,000,000 post-Consolidation units (the “ Units ”) at a price of $0.25 per Unit for gross proceeds of up to $1,000,000, as well as a share consolidation on a one (1) post-consolidation Share to every two (2) pre-consolidation Share basis.  

The Company intends to issue 718,500 post-Consolidation Shares to an arm’s length party as an advisory fee in connection with the Transaction.

Financing

In connection with Transaction, the Company proposes to conduct a concurrent private placement offering of Units to raise proceeds of up to $1,000,000. Each Unit will be comprised of one post-Consolidation common share and one common share purchase warrant to purchase an additional post-Consolidation share at an exercise price of $0.40 per share for a period 18 months from the closing of the Transaction, subject to acceleration.   Pursuant to applicable Canadian securities laws, all Concurrent Financing Units, which are comprised of a post-Consolidation common share and common share purchase warrant, will be subject to a legend of a four-month hold period commencing from the time of closing.

It is intended that the proceeds from the Concurrent Financing will be used for operating expenses, expansion in the Philippines, IT enhancements and AI Alliances, niche products, Canada office expenses, investor relations, administrative costs and general working capital purposes following completion of the Transaction.

In connection with the Concurrent Financing, the Company may pay a finders’ fees comprised of a cash commission and/or warrants.

Share Consolidation

Immediately prior to the closing of the Transaction, the Company will consolidate its issued and outstanding common shares on a one (1) post-consolidation Share to every two (2) pre-consolidation Share basis (the “ Consolidation ”) such that the Company will have approximately 3,900,000 post-Consolidation common shares issued and outstanding immediately prior to completion of the Concurrent Financing and the Transaction.

The following table summarizes the proposed pro forma capitalization of the Company following completion of the Consolidation, the Concurrent Financing, and the Transaction without the issuance of any Special Warrants.

Name Change

The Company will complete a name change of the Company upon closing of the Transaction. The new name will be disclosed in a subsequent news release and/or in the Prospectus to be filed on SEDAR+. The Company will also seek a new ticker symbol to reflect the name change.

Directors and Officers

On closing of the Transaction, it is anticipated that the board of directors of the Company will be comprised of four directors, Shafi Aboobaker, Jasjit Singh Anand (Andy), Shane Weir and one additional director nominated by Asiatel. The management of the Company following closing will consist of Jasjit Singh Anand (Andy) as Chief Executive Officer and Randa Kachkar as acting Chief Financial Officer and Corporate Secretary.

A summary of the backgrounds of Messrs. Aboobaker, Anand and Weir and Ms. Kachkar are provided below.

Jasjit Singh Anand (Andy) – CEO and Director

Mr. Anand is the current CEO and President of Asiatel overseeing day to management, strategic planning, P&L Management and business expansion. Jasjit brings over 25 years of diverse experience in business development and senior management roles, including product launches, as well as new projects while working for multinational companies such as Aditya Birla Group, Fullerton India / Fullerton Enterprises (indirect subsidiary of Temasek, Singapore), IL&FS group and National Securities Depository Limited (NSDL), India’s leading depository.

Jasjit was the founding member of the BPO diversification initiative of the Asiatel group and has been an instrumental growth driver in taking the business from 0 employees to over 400 employees in May 2025.

Mohamed Shafi Aboobaker - Director

Mr. Aboobaker is an accomplished entrepreneur with over 45 years of diverse business experience. He is the founder shareholder and CEO  of Asia Telecom Limited since 1997  until 2017, and of Asia Telecom Holdings since 2016 and Chairman of Asia Teleservices Inc since 2015. In September 1997, he and a group of visionary partners founded Asia Telecom, successfully securing the External Telecommunications License in 1999. From humble beginnings with no revenue, Shafi transformed the company into a successful business, achieving annual revenues of USD 28 million by 2016, with revenue-generating operations in Singapore and Taiwan, supported by offices in the Philippines and Indonesia. Since 2015, he has led the expansion and diversification of Asiatel Outsourcing into new business interests.

Shane Weir - Director

Mr. Weir has a distinguished career in the field of law and corporate advisory services. Shane is a veteran commercial-oriented solicitor and registered investment advisor with over 45 years of legal experience. He is a co-founder of Weir & Associates, a successful law firm in Hong Kong and Shanghai. Mr. Weir serves as a Director of Global Education Communities (TSX:GEC). He has extensive advisory experience, along with having taken up directorship roles for listed public companies and professional services firms including Canadian stock exchanges. Shane is a qualified Canadian lawyer with Hong Kong and UK qualifications, specializing in international estate planning.

Randa Kachkar - Chief Financial Officer & Corporate Secretary

Randa Kachkar is the current Chief Financial Officer & Director of the Company. Additionally, Randa serves as a director of Oxford House Foundation of Canada, and Chief Financial Officer & Secretary  of Visionstate Corp. since 2012. Ms. Kachkar received her undergraduate degree from the University of Alberta.

Insiders

To the knowledge of the directors and senior officers of the Company and Asiatel, no person will become an insider of the Company as a result or upon completion of the Transaction other than the proposed directors and officers of the Company post transaction and certain former shareholders of Asiatel who will hold more than 10% of the issued and outstanding shares of the Company post-transaction, being Mohamed Shafi Aboobaker, Michael Joseph Kinane, and David Kieran Parke. Mr. Aboobaker is a resident of Hong Kong, Mr. Kinane is a resident of Portugal, and Mr. Parke is a resident of Canada.

Sponsorship

The Company is seeking a waiver from the TSXV of the requirement to engage a sponsor in connection with the Transaction. There is no guarantee that such waiver can be obtained. If a sponsor is required, the Company will identify a sponsor and pay the sponsorship fee in cash or post-Consolidation Shares or a combination of cash and post-Consolidation Shares. An agreement with a sponsor should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of completion.

Trading Halt

In accordance with TSXV policies, the common shares of the Company are currently halted from trading and will remain so until certain documentation required by the TSXV for the Transaction can be provided to the TSXV. The Company’s Shares may resume trading following the TSXV’s review of the required documentation or the Company’s Shares may remain halted until completion of the Transaction. The Company is a capital pool company and the Transaction is intended to constitute the Company’s Qualifying Transaction. Upon completion of the Proposed Transaction, subject to all requisite approvals, it is anticipated that the Company will be a Tier 2 -  Technology Issuer .

The Transaction is not a Non-Arm's Length Qualifying Transaction, as defined in the policies of the TSXV, and is therefore not subject to shareholder approval by the Company’s shareholders.

Significant Conditions to Closing the Transaction

Completion of the Transaction is subject to a number of significant conditions, including but not limited to completion of the Concurrent Financing and Consolidation, filing of the Prospectus, and, if required by the TSXV, filing of a sponsorship report with the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all.  

Cautionary Note

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.  

Investors are cautioned that, except as disclosed in the Prospectus to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

For further information, contact:

New Media Capital 2.0 Inc.

John A. Putters, CEO and Director.

Tel.: 587-985-2601.

For further information about Asiatel, see https://asiateloutsourcing.com/

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking Statements

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the terms of the Transaction and  Concurrent Financing, AI enhancements improving process efficiency, reducing labor intensity, and accelerating growth while expanding margins over time; payment of any finder’s and/or advisory fees in connection with the Transaction and/or Concurrent Financing, the closing of the Transaction, the use of proceeds from the Financing, the completion of the Name Change and the Consolidation, the changes to the board and management of the Company, the preparation and filing of a Prospectus on SEDAR+, the trading halt remaining in place, the Company seeking a sponsorship waiver and the anticipated benefits of the Transaction, including the proposed business of the Company after completion of the Transaction. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the Transaction, the timing and receipt of all applicable regulatory, corporate and third party approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to closing, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.

The securities described herein have not been registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the U.S. Securities Act and any applicable state securities laws.

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