Mr. Jasjit Anand reports

ASIATEL OUTSOURCING INC. (FORMERLY NEW MEDIA CAPITAL 2.0 INC.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION

Asiatel Outsourcing Inc., formerly New Media Capital 2.0 Inc., has completed its previously announced acquisition of all of the issued and outstanding ordinary shares of Asiatel Outsourcing Ltd., a business process outsourcing company specializing in remote staffing and managed operations, located in metro Manila, Philippines. The transaction constitutes the qualifying transaction of the company under the policies of the TSX Venture Exchange.

Pursuant to a definitive share exchange agreement dated July 16, 2025, and as amended on Jan. 15, 2026, and June 5, 2026, the company acquired 100 per cent of the issued and outstanding ordinary shares of the target from the shareholders of the target by issuing 40 million postconsolidation (defined below) common shares of the company at a deemed price of 20 cents per postconsolidation share to the target shareholders. The company did not issue any special warrants to the target shareholders in lieu of shares.

The company has issued an aggregate of five million subscription receipts in connection with the company's private placement of subscription receipts for gross proceeds of $1-million. As previously announced on Feb. 17, 2026, the company issued 3.8 million subscription receipts for gross proceeds of $760,000. On June 9, 2026, the company issued 250,000 subscription receipts for gross proceeds of $50,000 under the second tranche of the concurrent financing and, concurrently with closing the transaction, the company completed the final tranche of the concurrent financing by issuing an aggregate of 950,000 subscription receipts for gross proceeds of $190,000.

All five million subscription receipts issued under the concurrent financing were converted into postconsolidation units on closing of the transaction. Each unit comprises one postconsolidation share 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 until Dec. 30, 2027, subject to acceleration if the closing price of the shares is at or above 45 cents for 10 consecutive days. All securities issued in connection with the concurrent financing are subject to a four-month hold period, with respect to each respective closing date, in accordance with Canadian securities laws and the policies of the TSX-V, as applicable. In connection with the concurrent financing, the company paid $25,000 in finders' fees upon completion of the transaction.

Immediately prior to the closing of the transaction, the company consolidated its issued and outstanding shares on the basis of one postconsolidation share for every two preconsolidation shares and changed its name from New Media Capital 2.0 to Asiatel Outsourcing. The company's new Cusip number and ISIN are 04521J 10 0 and CA 04521J 10 0 3, respectively. Shareholders of the company are not required to take any action with respect to the consolidation or name change, and are not required to exchange their existing share certificates for new certificates bearing the company's new name. The company's transfer agent, TSX Trust Company, will send registered shareholders a new direct registration system (DRS) advice statement representing the number of postconsolidation shares held by them.

In connection with the transaction, the company also issued 718,500 postconsolidation shares to an arm's-length party as an advisory fee, and granted an aggregate of 600,000 stock options to a consultant and a director of the company. The stock options vest immediately and are exercisable at 20 cents per share for terms ranging from 18 months to 36 months from the date of grant.

On completion of the transaction, the issued and outstanding share capital of the company consists of: (i) 49,618,500 common shares; (ii) warrants to acquire 5.25 million common shares; and (iii) options to acquire 600,000 common shares. A total of 40 million common shares are subject to TSX-V escrow agreement, with 10 per cent being released from escrow on the date of the TSX=V bulletin announcing approval of the transaction, and thereafter in 15-per-cent increments on each of the six-, 12-, 18-, 24-, 30- and 36-month anniversaries of the date thereof.

An aggregate of 11,148,500 common shares issued in connection with the transaction, and the options and underlying shares are subject to a four-month hold period in accordance with Canadian securities laws and the policies of the TSX-V, as applicable.

Final acceptance of the transaction will occur upon the issuance of the final bulletin by the TSX-V. Subject to final acceptance by the TSX-V, the company will be classified as a Tier 2 technology issuer pursuant to TSX-V policies. The common shares are expected to commence trading on the TSX-V under the symbol ATOI at the opening of the markets on or about July 14, 2026.

In connection with the transaction, the company's board of directors has been reconstituted and now comprises the following individuals: Jasjit Singh Anand (Andy), Shafi Aboobaker, Shane Weir, John Da Costa and Samantha Frampton. In addition, the board has appointed Mr. Anand as chief executive officer, and Randa Kachkar as chief financial officer and corporate secretary.

Full details of the transaction, the concurrent financing and certain other matters are set out in the final prospectus of the company dated May 14, 2026, filed with the Alberta Securities Commission. The prospectus was filed to enable the company to complete the transaction. A copy of the prospectus is available on SEDAR+ under the company's profile.

A former director of the company, through a holding company, participated in the first tranche, a former officer of the company participated in the second tranche of the concurrent financing and a director of the company participated in the final tranche of the concurrent financing through two companies for aggregate proceeds of $570,000. For the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, their participation constitutes a related party transaction. 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 parties, 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 concurrent financing due to the company's desire to close the concurrent financing and transaction expeditiously and concurrently.

We seek Safe Harbor.