Baylin Announces Filing of Solicitation Materials Seeking Approval for Amendments to its Convertible Debentures

TORONTO, May 25, 2023 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (the "Company") announced today that the consent and proxy solicitation materials (the "Solicitation Materials"), in which it is seeking approval (the "Solicitation") of the holders of its 6.5% Extendible Convertible Unsecured Debentures due July 10, 2023 (the "Debentures") to amend (the "Amendments") the indenture governing the Debentures dated July 10, 2018 (as amended, the "Indenture") have been mailed to holders of the Debentures and filed under the Company's SEDAR profile at www.sedar.com.

The Amendments (if approved by the holders) would (i) extend the maturity date of the Debentures from July 10, 2023 to June 30, 2026, (ii) increase the interest rate on the Debentures from 6.5% to 8.5%, effective June 30, 2023, (iii) reduce the conversion price of the Debentures from $3.85 to $1.00 per common share of the Company, and (iv) amend the definition of "Change of Control" to permit the Company's Chairman, Jeffrey C. Royer, and related parties to acquire 66 2/3% or more of the common shares of the Company without it constituting a Change of Control.

In order for the Amendments to become effective, the Company must obtain the written consent of Debentureholders representing at least 66 2/3% of the $5,115,000 principal amount of the outstanding Debentures or the approval of Debentureholders representing at least 66 2/3% of the principal amount of the Debentures present in person or represented by proxy at a meeting of holders of the Debentures, which has been called for June 20, 2023. Further details regarding the Solicitation can be found in the Solicitation Materials.

The Company has also today provided formal notice to holders of the Debentures of its intention to elect to repay the principal amount of the Debentures on their July 10, 2023 maturity date in common shares of the Company at a price equal to 95% of their then current market price, as it is entitled to do under the terms of the Indenture (the "Common Share Repayment Right").

The Common Share Repayment Right is effectively conditional on the outcome of the Solicitation. If the Amendments are approved and become effective before July 10, 2023, the Company will not proceed with the Common Share Repayment Right and it will be deemed to have been withdrawn. If the Amendments are not approved, the Company will proceed with the Common Share Repayment Right and repay the Debentures in common shares in accordance with the terms of the Indenture.

About Baylin

Baylin is a diversified global wireless technology company. We focus on the research, design, development, manufacture and sale of passive and active radio-frequency products, satellite communications products, and supporting services. For further information, please visit www.baylintech.com.

Forward Looking Statements

This press release may include forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable securities laws. They are not statements of historical fact. Rather, they are disclosure regarding conditions, developments, events, or financial performance that we expect or anticipate may or will occur in the future, including, among other things, information or statements concerning the Solicitation, the Amendments, the Common Share repurchase Right, our objectives and strategies to achieve those objectives, statements with respect to management's beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance, or results. Forward-looking statements can be identified generally by the use of forward–looking terminology, such as "anticipate", "believe", "could" "should", "would", "estimate", "expect", "forecast", "indicate", "intend", "likely, "may", "plan", "potential", "project", "outlook", "seek", "target", "trend" or "will", or the negative or other variations of these words or other comparable words or phrases, and are intended to identify forward-looking  statements, although not all forward-looking statements contain these words.

Forward-looking statements are based on certain assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth and sales in passive and active radio frequency and terrestrial microwave products and services, and other factors we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including the risk factors discussed in the Company's most recent Annual Information Form, which is available on the Company's profile on SEDAR at www.sedar.com. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.

SOURCE Baylin Technologies Inc.

Kelly Myles, Marketing and Communications Director, Baylin Technologies Inc., [email protected]