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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. FILES NON-OFFERING PROSPECTUS AND OBTAINS FINAL RECEIPT
Edmonton, Alberta - May 22, 2026 - New Media Capital 2.0 Inc. (TSXV: NEME.P) ("New Media" or the "Company") is pleased to announce that it has obtained a receipt for its final long form non-offering prospectus dated May 14, 2026 (the "Prospectus") filed with the Alberta Securities Commission. The Prospectus was filed to enable the Company to complete its Qualifying Transaction (as defined under TSXV Policy 2.4 - Capital Pool Companies) with Asiatel Outsourcing Ltd. ("Asiatel"), a business process outsourcing company specializing in remote staffing and managed operations, located in metro Manila, Philippines. The Prospectus discloses details of its proposed share exchange transaction (the "Transaction") with Asiatel and the shareholders of Asiatel.
Proposed Transaction Terms
Pursuant to a definitive share exchange agreement dated July 16, 2025, as amended, 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 $8,000,000. 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.
The Company and Asiatel expect to close the Transaction by June 16, 2026. Immediately prior to the closing of the Transaction, the Company will conduct a share consolidation on a 1 post-consolidation share to every 2 pre-consolidation share basis, change its name to "Asiatel Outsourcing Inc.", as well as close the final tranche of its concurrent financing (the "Concurrent Financing") of subscription receipts ("Subscription Receipts") at a price of $0.20 per Subscription Receipt for gross proceeds of $240,000. As previously announced on February 17, 2026, the Company closed an initial tranche of the Concurrent Financing, pursuant to which it issued an aggregate 3,800,000 Subscription Receipts for gross proceeds of $760,000.
The Company received conditional approval for the Transaction from the TSXV on May 13, 2026. The Company will issue a further news release announcing the closing and the date on which the Shares will resume trading on the TSXV. Trading will remain halted pending completion of the Transaction and the issuance of the final TSXV bulletin.
For further information regarding the Transaction, please refer to the Prospectus, available on SEDAR+ (www.sedarplus.ca), under the Company's profile.
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, the closing of the Transaction, closing of the Concurrent Financing, the completion of the Name Change and the Consolidation, the trading halt remaining in place, and receipt of final approval from the TSXV. 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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