13:13:23 EST Tue 17 Feb 2026
Enter Symbol
or Name
USA
CA



New Media Capital 2.0 Inc
Symbol NEME
Shares Issued 7,800,000
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New Media closes $760,000 1st tranche of financing

2026-02-17 09:09 ET - News Release

Subject: New Media Capital Inc. News Release Word Document

File: '\\swfile\EmailIn\20260217 053630 Attachment News Release - First Tranche Closing.docx'

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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

Edmonton, Alberta - February 17, 2026 - New Media Capital 2.0 Inc. (TSXV: NEME.P) ("New Media" or the "Company") is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement, consisting of the issuance of an aggregate 3,800,000 subscription receipts ("Subscription Receipts") at a price of $0.20 per Subscription Receipt for gross proceeds of $760,000 (the "Offering"). 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 ("TSXV")) (the "Qualifying Transaction") proposed to be completed by the Company and Asiatel Outsourcing Ltd. ("Asiatel"), further details of which may be found in the Company's news releases dated July 18, 2025 and September 22, 2025.

Each Subscription Receipt entitles the holder to receive, without any further action or additional consideration, one post-consolidation unit (a "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 is comprised of one post-consolidation common share of the Company (a "Share") and one post-consolidation Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional post-consolidation Share of the Company (a "Warrant Share") at a price of $0.30 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 $0.45 for ten consecutive days. Pursuant to applicable Canadian securities laws and the policies of the TSXV, 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 finder's fees upon completion of the Qualifying Transaction.

The Company intends to use the proceeds from the Offering for expansion in the Philippines, IT enhancements and AI 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 ("MI 61-101"). 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States or in any other jurisdiction, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

For further information, contact:

New Media Capital 2.0 Inc.

John A. Putters, CEO and Director

Tel.: 587-985-2601

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: statements regarding the completion of the Qualifying Transaction; the terms of the Qualifying Transaction; the satisfaction of escrow release conditions and the conversion of the Subscription Receipts into Units; the anticipated timing of the conversion of the Subscription Receipts; the issuance of Shares and Warrants upon such conversion; the completion of additional tranches of the Offering, if any; payment of finder's fees upon completion of the Qualifying Transaction; and the intended use of proceeds from the Offering. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory, corporate and third party approvals, changes in market or economic conditions, the anticipated benefits from the Qualifying 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.

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