Ms. Kelly Myles reports

BAYLIN ANNOUNCES RIGHTS OFFERING

Baylin Technologies Inc. will file a rights offering circular and rights offering notice with respect to its previously announced offering of rights to purchase common shares of the company.

Holders of common shares of record at the close of business on Nov. 21, 2023, will receive one right for each common share held. The company currently has 88,547,717 common shares outstanding. Each right will entitle the holder to subscribe for and purchase one common share on payment of a subscription price of 19 cents for each common share (basic subscription privilege). The subscription price represents a 17.4-per-cent discount to the closing price of the common shares on the Toronto Stock Exchange on Nov. 9, 2023. Holders who exercise their basic subscription privilege in full will be entitled, on a proportionate basis, to subscribe for additional common shares that have not been purchased under the basic subscription privilege.

Insider participation

2385796 Ontario Inc., the company's largest shareholder, and a related party, which together hold 54,626,763 common shares, representing approximately 61.7 per cent of the common shares outstanding at the date of this release, have agreed to exercise their basic subscription privilege in full and will consider making (but have not agreed to make) a further investment through their additional subscription privilege. Jeffrey C. Royer, chairman of the board of directors of the company, exercises control and direction over these common shares.

Certain directors and officers, holding approximately 1 per cent of the common shares outstanding at the date of this release, have indicated their intention to participate in the offering by exercising some or all of their basic subscription privilege.

Use of proceeds

The company intends to use the proceeds of the rights offering (after payment of expenses of the rights offering), to the extent available: (i) to repay the remaining amount of its term loan facility (approximately $13.5-million) and (ii) to provide additional capital for use in its business.

Trading of the rights

The rights will trade on the TSX under the symbol BYL.RT commencing on Nov. 20, 2023, and will trade until 12 p.m. (Eastern Time) on Dec. 19, 2023. The rights will expire at 5 p.m. (Eastern Time) on the expiry date, after which time unexercised rights will be void and of no value. The company expects to close the rights offering on or about Dec. 21, 2023.

Rights offering

The rights are being offered only to shareholders resident in Canada. Accordingly, and subject to the detailed provisions of the rights offering circular, rights will not be delivered to, and they are not exercisable by, any person outside Canada unless they are able to establish, to the company's satisfaction, that their participation in the rights offering is exempt from applicable securities and other laws. Holders resident outside Canada should review the rights offering circular to determine their eligibility to participate and the process required to receive and exercise their rights.

The rights offering notice and an accompanying statement from Computershare Investor Services Inc. (the rights agent) under its direct registration system which evidences the number of rights to which Canadian registered shareholders are entitled, and a subscription form for the rights, will be mailed to eligible shareholders on or about Nov. 24, 2023. To subscribe for common shares, registered shareholders must deliver the completed subscription form, together with applicable funds, to the rights agents so that it is received before the expiry time.

Shareholders who hold their common shares through an intermediary, such as a securities broker or dealer, bank, or trust company, will receive materials and instructions from their intermediary.

General

A copy of the rights offering notice and rights offering circular will be available under the company's profile on SEDAR+ and on the company's website.

About Baylin Technologies Inc.

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

We seek Safe Harbor.