Mr. John Putters reports

NEW MEDIA CAPITAL 2.0 INC. ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT

New Media Capital 2.0 Inc. has closed the first tranche of its previously announced non-brokered private placement, consisting of the issuance of an aggregate 3.8 million subscription receipts at a price of 20 cents per subscription receipt for gross proceeds of $760,000. The offering was completed in connection with the previously announced arm's-length qualifying transaction (as such term is defined in the policies of the TSX Venture Exchange) proposed to be completed by the company and Asiatel Outsourcing Ltd., further details of which may be found in the company's news releases dated July 18, 2025, and Sept. 22, 2025.

Each subscription receipt entitles the holder to receive, without any further action or additional consideration, one postconsolidation unit upon the satisfaction, or waiver by the holder, of certain escrow release conditions, including the completion or waiver of all conditions precedent (other than the completion of this private placement) to the completion of the qualifying transaction, prior to the escrow termination deadline. Each unit comprises one postconsolidation common share of the company and one postconsolidation share purchase warrant. Each warrant entitles the holder to purchase one additional postconsolidation share of the company at a price of 30 cents per warrant share for a period of 18 months from the conversion date, subject to acceleration if the closing price of the common shares of the company is at or above 45 cents for 10 consecutive days. Pursuant to applicable Canadian securities laws and the policies of the TSX-V, all securities to be issued under the offering will be subject to a four-month hold period ending on June 14, 2026.

In connection with the offering, the company agreed to pay $25,000 in finders' fees upon completion of the qualifying transaction.

The company intends to use the proceeds from the offering for expansion in the philippines, IT (information technology) enhancements and AI (artificial intelligence) alliances, development of niche products, Canadian office expenses, investor relations, costs of the qualifying transaction, and general working capital.

In the event that: (i) the escrow release conditions are not satisfied on or prior to the escrow termination deadline or (ii) the qualifying transaction is terminated at any time prior to the escrow termination deadline or (iii) the company and Asiatel otherwise notify the holders of subscription receipts in writing that they do not intend to proceed with the offering, the proceeds of the offering will be returned to the holders of subscription receipts and the subscription receipts will be cancelled.

A company owned by a director of New Media participated in the offering for aggregate proceeds of $500,000 and is considered a related party of the company for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Their participation constitutes a related party transaction within the meaning of MI 61-101. The company is relying on the exemptions from the formal valuation requirements contained in Section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in Section 5.7(1)(b) of MI 61-101 as the company is not listed on specified markets and the fair market value of the subscription receipts issued and the consideration to be paid by the related party did not exceed $2.5-million. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering due to the company's desire to close the offering expeditiously.

We seek Safe Harbor.