Mr. John Putters reports

NEW MEDIA CAPITAL 2.0 INC. ANNOUNCES EXECUTED DEFINITIVE AGREEMENT TO ACQUIRE ASIATEL OUTSOURCING LTD.

New Media Capital 2.0 Inc. has entered into a definitive share exchange agreement dated July 16, 2025, with Asiatel Outsourcing Ltd., a business process outsourcing 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. Pursuant to the definitive agreement, the company has agreed to acquire 100 per cent of the outstanding shares of Asiatel in exchange for postconsolidation shares of the company.

About Asiatel Outsourcing Ltd.

Asiatel, through its wholly owned operating subsidiary, Asia Teleservices Inc., 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-square-foot leased facility in the Hanston Square Building, a Grade A commercial office building with advanced voice, data and information technology 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 service 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 second quarter 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 artificial-intelligence-driven solutions across Asiatel's core service areas. Asiatel believes these AI enhancements will improve process efficiency, reduce labour 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 and the securities regulators in the provinces of Alberta, British Columbia and Ontario in respect of the transaction. The preliminary prospectus, once filed prior to closing of the transaction, will be available on the company's SEDAR+ profile.

Proposed transaction terms

Pursuant to the definitive agreement, on closing of the transaction, it is proposed that 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 as 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 Venture Exchange) of the company holding less than 20 per cent of the issued and outstanding shares of the company.

Immediately prior to the closing of the transaction, the company will conduct a concurrent financing of up to four million postconsolidation units at a price of 25 cents per unit for gross proceeds of up to $1-million, as well as a share consolidation on a one postconsolidation share for every two preconsolidation share basis.

The company intends to issue 718,500 postconsolidation shares to an arm's-length party as an advisory fee in connection with the transaction.

Financing

In connection with the transaction, the company proposes to conduct a concurrent private placement offering of units to raise proceeds of up to $1-million. Each unit will be composed of one postconsolidation common share and one common share purchase warrant to purchase an additional postconsolidation share at an exercise price of 40 cents 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 composed of a postconsolidation 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 finders' fees composed 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-postconsolidation-share-for-every-two-preconsolidation-share basis such that the company will have approximately 3.9 million postconsolidation 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 composed of four directors: Shafi Aboobaker, Jasjit (Andy) Singh Anand, Shane Weir and one additional director nominated by Asiatel. The management of the company following closing will consist of Mr. Anand as chief executive officer and Randa Kachkar as acting chief financial officer and corporate secretary.

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

Jasjit (Andy) Singh Anand -- chief executive officer and director

Mr. Anand is the current CEO and president of Asiatel overseeing day-to-day management, strategic planning, profit and loss management, and business expansion. He 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 Ltd., India's leading depository.

He 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 zero 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 chief executive officer of Asia Telecom Ltd. 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, securing an external telecommunications licence in 1999. From humble beginnings with no revenue, he transformed the company into a successful business, achieving annual revenues of $28-million (U.S.) 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. He is a veteran commercial-oriented solicitor and registered investment adviser 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. He has extensive advisory experience, along with having taken up directorship roles for listed public companies and professional service firms, including Canadian stock exchanges. He is a qualified Canadian lawyer with Hong Kong and United Kingdom qualifications, specializing in international estate planning.

Randa Kachkar -- chief financial officer and corporate secretary

Ms. Kachkar is the current chief financial officer and director of the company. Additionally, she serves as a director of Oxford House Foundation of Canada and chief financial officer and 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 posttransaction and certain former shareholders of Asiatel who will hold more than 10 per cent of the issued and outstanding shares of the company posttransaction, being Mr. 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 TSX-V 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, postconsolidation shares, or a combination of cash and postconsolidation 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 TSX-V policies, the common shares of the company are currently halted from trading and will remain so until certain documentation required by the TSX-V for the transaction can be provided to the TSX-V. The company's shares may resume trading following the TSX-V'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 TSX-V, and is therefore not subject to shareholder approval by the company's shareholders.

Significant conditions to closing of 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 TSX-V, filing of a sponsorship report with the TSX-V. 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.

We seek Safe Harbor.