New Media Capital 2.0 Inc. Announces Executed Definitive Agreement to Acquire Asiatel Outsourcing Ltd.

(TheNewswire)

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

About ASIATEL

Asiatel, through its wholly owned operating subsidiary,Asia Teleservices Inc. (“ ATI ”), is a profitable and scaling BPOcompany headquartered in Pasig City, Metro Manila, Philippines.Founded in 2016, ATI delivers customized outsourcing solutions tosmall and mid-sized enterprises across nine countries, includingCanada, the United States, Australia, the United Kingdom, andSingapore. Since inception, ATI has served over 100 internationalaccounts. ATI is actively expanding its delivery capacity to meetincreasing global demand.

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

ATI offers a comprehensive suite of end-to-end BPOservices, including customer engagement, data management, remotestaffing, employer of record solutions, and shared services support.These integrated services are designed to enhance operationalefficiency, reduce overhead, and allow clients to focus on their corebusiness objectives. ATI’s flexible and scalable approach enablescost-effective solutions that support both growth andefficiency.

In Q2 2025, Asiatel entered into a strategicarrangement with FileAI, a technology firm specializing in artificialintelligence platforms for automation and analytics. This partnershipsupports the implementation of AI-driven solutions across Asiatel’score service areas. Asiatel believes these AI enhancements willimprove process efficiency, reduce labor intensity, and accelerategrowth while expanding margins over time.

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

Proposed Transaction Terms

Pursuant to the Definitive Agreement, on closing of theTransaction, it is proposed that the Company will acquire 100% of theissued and outstanding ordinary shares of Asiatel from the AsiatelShareholders by issuing: 40,000,000 post-Consolidation (defined below)common shares of the Company (the “ Shares ”) to theAsiatel Shareholders at a deemed price of $0.20per post-Consolidation Share, for approximate consideration of$8,000,00 0. A portion of the 40,000,000 Shareswill be issuable as special warrants (“ Special Warrants ”)to the Asiatel Shareholders in lieu of Shares, with each SpecialWarrant being automatically convertible into one Share for noadditional cost at such time the Shares can be added to the issued andoutstanding share capital of the Company without resulting in“Public Shareholders” (as that term is defined in the policies ofthe TSXV) of the Company holding less than 20% of the issued andoutstanding 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 Sharebasis.

The Company intends to issue 718,500 post-ConsolidationShares to an arm’s length party as an advisory fee in connectionwith the Transaction.

Financing

In connection with Transaction, the Company proposes toconduct a concurrent private placement offering of Units to raiseproceeds of up to $1,000,000. Each Unit will becomprised of one post-Consolidation common share and one common sharepurchase warrant to purchase an additional post-Consolidation share atan exercise price of $0.40 per share for a period 18 months from theclosing of the Transaction, subject to acceleration.   Pursuant toapplicable Canadian securities laws, all Concurrent Financing Units,which are comprised of a post-Consolidation common share and commonshare purchase warrant, will be subject to a legend of a four-monthhold period commencing from the time of closing.

It is intended that the proceeds from the ConcurrentFinancing will be used for operating expenses, expansion in thePhilippines, IT enhancements and AI Alliances, niche products, Canadaoffice expenses, investor relations, administrative costs and generalworking capital purposes following completion of theTransaction.

In connection with the Concurrent Financing, theCompany may pay a finders’ fees comprised of a cash commissionand/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 everytwo (2) pre-consolidation Share basis (the“ Consolidation ”) such that the Company will have approximately 3,900,000post-Consolidation common shares issued and outstanding immediatelyprior to completion of the Concurrent Financing and the Transaction.

The following table summarizes the proposed pro formacapitalization of the Company following completion of theConsolidation, the Concurrent Financing, and the Transaction withoutthe issuance of any Special Warrants.

Name Change

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

Directors and Officers

On closing of the Transaction, it is anticipated thatthe board of directors of the Company will be comprised of fourdirectors, 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 JasjitSingh Anand (Andy) as Chief Executive Officer and Randa Kachkar asacting 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) – CEOand Director

Mr. Anand is the current CEO and President of Asiateloverseeing day to management, strategic planning, P&L Managementand business expansion. Jasjit brings over 25 years of diverseexperience in business development and senior management roles,including product launches, as well as new projects while working formultinational 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 BPOdiversification initiative of the Asiatel group and has been aninstrumental growth driver in taking the business from 0 employees toover 400 employees in May 2025.

Mohamed Shafi Aboobaker - Director

Mr. Aboobaker is an accomplished entrepreneur with over45 years of diverse business experience. He isthe founder shareholder and CEO  of Asia Telecom Limited since 1997 until 2017, and of Asia Telecom Holdings since 2016 and Chairman ofAsia Teleservices Inc since 2015. In September1997, 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 companyinto a successful business, achieving annual revenues of USD 28million by 2016, with revenue-generating operations in Singapore andTaiwan, supported by offices in the Philippines and Indonesia. Since2015, he has led the expansion and diversification of AsiatelOutsourcing into new business interests.

Shane Weir - Director

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

Randa Kachkar - Chief FinancialOfficer & Corporate Secretary

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

Insiders

To the knowledge of the directors and senior officersof the Company and Asiatel, no person will become an insider of theCompany as a result or upon completion of the Transaction other thanthe proposed directors and officers of the Company post transactionand 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 KieranParke. Mr. Aboobaker is a resident of Hong Kong, Mr. Kinane is aresident of Portugal, and Mr. Parke is a resident of Canada.

Sponsorship

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

Trading Halt

In accordance with TSXV policies, the common shares ofthe Company are currently halted from trading and will remain so untilcertain documentation required by the TSXV for the Transaction can beprovided to the TSXV. The Company’s Shares may resume tradingfollowing the TSXV’s review of the required documentation or theCompany’s Shares may remain halted until completion of theTransaction. The Company is a capital pool company and the Transactionis intended to constitute the Company’s Qualifying Transaction. Uponcompletion of the Proposed Transaction, subject to all requisiteapprovals, it is anticipated that the Company will be a Tier 2- TechnologyIssuer .

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

Significant Conditions to Closing theTransaction

Completion of the Transaction is subject to a number ofsignificant conditions, including but not limited to completion of theConcurrent 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 asproposed or at all.

Cautionary Note

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

Investors are cautioned that, exceptas disclosed in the Prospectus to be prepared in connection with thetransaction, any information released or received with respect to thetransaction may not be accurate or complete and should not be reliedupon. Trading in the securities of a capital pool company should beconsidered highly speculative.

The TSX Venture Exchange Inc. has inno way passed upon the merits of the proposed transaction and hasneither approved nor disapproved the contents of this pressrelease.

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, seehttps://asiateloutsourcing.com/

Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.

Forward-lookingStatements

The information in this news releaseincludes certain information and statements about management’s viewof future events, expectations, plans and prospects that constituteforward looking statements. These statements are based uponassumptions that are subject to significant risks and uncertainties.Forward looking statements in this news release include, but are notlimited to, the terms of the Transaction and  Concurrent Financing,AI enhancements improving process efficiency, reducing laborintensity, and accelerating growth while expanding margins over time;payment of any finder’s and/or advisory fees in connection with theTransaction and/or Concurrent Financing, the closing of theTransaction, the use of proceeds from the Financing, the completion ofthe Name Change and the Consolidation, the changes to the board andmanagement of the Company, the preparation and filing of a Prospectuson SEDAR+, the trading halt remaining in place, the Company seeking asponsorship waiver and the anticipated benefits of the Transaction,including the proposed business of the Company after completion of theTransaction. Because of these risks and uncertainties and as a resultof a variety of factors, including with respect to the closing of theTransaction, the timing and receipt of all applicable regulatory,corporate and third party approvals, the anticipated benefits from theTransaction and the satisfaction of other conditions to closing, theactual results, expectations, achievements or performance may differmaterially from those anticipated and indicated by these forwardlooking statements. Although the Company believes that theexpectations reflected in forward looking statements are reasonable,it can give no assurances that the expectations of any forward lookingstatement will prove to be correct. Except as required by law, theCompany disclaims any intention and assumes no obligation to update orrevise any forward looking statements to reflect actual results,whether as a result of new information, future events, changes inassumptions, changes in factors affecting such forward lookingstatements or otherwise.

The securities described herein havenot been registered under the U.S. Securities Act or any statesecurities laws, and may not be offered or sold in the United Statesabsent registration or an applicable exemption from registrationrequirements under the U.S. Securities Act and any applicable statesecurities laws.

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