Baylin Technologies Confirms Amendments to Convertible Debentures and Cancellation of Debentureholder Meeting

TORONTO, June 19, 2023 /CNW/ - Baylin Technologies Inc. (TSX: BYL) ( the "Company") is pleased to announce that the holders (the "Debentureholders") of its 6.5% Extendible Convertible Unsecured Debentures due July 10, 2023 (the "Debentures") have approved the previously announced proposed amendments (the "Amendments") to the indenture governing the Debentures between the Company and Computershare Trust Company of Canada, as debenture trustee (the "Debenture Trustee"), dated as of July 10, 2018 (as amended, the "Indenture"), and have authorized the Company and the Debenture Trustee to enter into a supplemental indenture (the "Supplemental Indenture") giving effect to the Amendments.

The Amendments, once effected, will result in (i) an extension to the maturity date of the Debentures from July 10, 2023 to June 30, 2026, (ii) an increase in the interest rate on the Debentures from 6.5% to 8.5%, effective June 30, 2023, (iii) a reduction in the conversion price of the Debentures from $3.85 to $1.00 per common share of the Company, and (iv) an amendment to the definition of "Change of Control" in the Indenture 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.

Debentureholders representing 71.7% of the outstanding principal amount of the Debentures have provided consent in favour of an extraordinary resolution approving the Amendments, which exceeds the 66 2/3% threshold required under the Indenture. As a result, the meeting of Debentureholders scheduled for June 20, 2023 to consider the Amendments is no longer necessary and has been cancelled. Similarly, the notice to Debentureholders of the Company's intention to elect to repay the Debenbtures on their maturity date in common shares is now deemed to have been withdrawn.

The Company and the Debenture Trustee intend to execute and deliver the Supplemental Indenture on or about June 21, 2023, at which time the Amendments will become effective and binding on all Debentureholders. Subject to satisfaction of certain conditions, the Debentures are expected to be posted for trading on the Toronto Stock Exchange at the opening on June 30, 2023 under the new name "8.5% Convertible Unsecured Debentures" and the existing trading symbol "BYL.DB".

About Baylin

Baylin is a leading diversified global technology company. It focuses on the research, design, development, manufacturing, and sale of passive and active radio-frequency products, satellite communications products, and supporting services.

Forward-Looking Statements

This press release includes 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 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.

The forward-looking statements in this press release include statements concerning the effective date of the Amendments and of the trading of the Debentures on the Toronto Stock Exchange. 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.

Investor Relations: Kelly Myles, Marketing and Communications Manager, Baylin Technologies Inc., [email protected]