Asiatel Outsourcing Inc. (formerly New Media Capital 2.0 Inc.) Announces Closing of Qualifying Transaction

Edmonton, Alberta–(Newsfile Corp. – July 2, 2026) – Asiatel Outsourcing Inc. (TSXV: ATOI) (“Asiatel” or the “Company“) (formerly, New Media Capital 2.0 Inc.) is pleased to announce that it has completed its previously announced acquisition (the “Transaction“) 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 “Target“). The Transaction constitutes the Qualifying Transaction of the Company under the policies of the TSX Venture Exchange (“TSXV“).

Pursuant to a definitive share exchange agreement dated July 16, 2025, and as amended on January 15, 2026 and June 5, 2026, the Company acquired 100% of the issued and outstanding ordinary shares of the Target from the shareholders of the Target (the “Target Shareholders“) by issuing 40,000,000 post-Consolidation (defined below) common shares of the Company (the “Shares“) at a deemed price of $0.20 per post-Consolidation 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 5,000,000 subscription receipts (the “Subscription Receipts“) in connection with the Company’s private placement of subscription receipts for gross proceeds of $1,000,000 (the “Concurrent Financing“). As previously announced on February 17, 2026, the Company issued 3,800,000 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 5,000,000 Subscription Receipts issued under the Concurrent Financing were converted into post-consolidation Units on closing of the Transaction. Each Unit is comprised of one post-consolidation 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 until December 30, 2027, subject to acceleration if the closing price of the Shares is at or above $0.45 for ten 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 TSXV, as applicable. In connection with the Concurrent Financing, the Company paid $25,000 in finder’s 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 1 post-consolidation share for every 2 pre-consolidation shares (the “Consolidation“) and changed its name from “New Media Capital 2.0 Inc.” to “Asiatel Outsourcing Inc.” The Company’s new CUSIP and ISIN numbers are 04521J100 and CA04521J1003 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 post-Consolidation Shares held by them.

In connection with the Transaction, the Company also issued 718,500 post-Consolidation 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 $0.20 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 5,250,000 common shares and (iii) options to acquire 600,000 common shares. A total of 40,000,000 common shares are subject to TSXV escrow agreement, with 10% being released from escrow on the date of the TSXV bulletin announcing approval of the Transaction, and thereafter in 15% increments on each of the six, twelve, eighteen, twenty-four, thirty and thirty-six 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 TSXV, as applicable.

Final acceptance of the Transaction will occur upon the issuance of the Final Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 2 technology issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV 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 is now comprised of the following individuals: Jasjit Singh Anand (Andy), Shafi Aboobaker, Shane Weir, John Da Costa, and Samantha Frampton. In addition, the Board has appointed Jasjit Singh Anand (Andy) 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 (the “Prospectus“) 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+ (www.sedarplus.ca), 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 (“MI 61-101”), 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.

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, receipt of final approval from the TSXV and anticipated trading date. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to receipt of all applicable regulatory, corporate and third party approvals and the anticipated benefits from the Transaction, 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.

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

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