Mr. Jeffrey Royer reports

BAYLIN TECHNOLOGIES CONFIRMS PAYMENT OF DEBENTURES IN COMMON SHARES AT MATURITY AND EXCHANGE OF PREFERRED SHARES

Baylin Technologies Inc. has exercised its right to repay the principal amount of its 8.5 per cent convertible unsecured debentures due June 30, 2026, through the issuance of common shares of the company, subject to compliance with the terms of the debentures.

Pursuant to the exercise of the common share repayment right, upon surrender of the debentures, the company will issue a total of 18,202,846 common shares in satisfaction of the principal amount of debentures outstanding on the maturity date. The number of common shares to be issued is equal to the principal amount of the debentures outstanding (currently, $5,115,000) divided by 95 per cent of the current market price of 29.6 cents per common share (calculated based on the volume-weighted average trading price of the common shares on the Toronto Stock Exchange for the 20 consecutive trading days ending five trading days before the maturity date, in accordance with the terms of the debentures). The issuance of common shares in connection with the exercise of the common share repayment right is subject to customary conditions, including approval of the TSX.

The company has also agreed to exchange all of its $3.95-million outstanding 10 per cent cumulative redeemable retractable Series A and Series B preferred shares held by the company's controlling shareholder, 2385796 Ontario Inc., together with accrued and unpaid dividends thereon, for a total of 16,171,876 common shares, issued on a private placement basis at 28.1 cents per common share, plus a cash payment of approximately 25 cents in lieu of fractional shares. Jeffrey C. Royer, chairman of the board of directors of the company, exercises control and direction over securities held by the controlling shareholder. Mr. Royer currently exercises control and direction over approximately 50.3 per cent of the issued and outstanding common shares. After giving effect to the exchange, Mr. Royer is expected to exercise control and direction over approximately 53.4 per cent of the issued and outstanding common shares.

The exchange constitutes a related party transaction, as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the exchange (being the exchanged preferred shares acquired by the controlling shareholder) nor the consideration paid for the exchange (being the exchanged common shares plus a cash payment in lieu of fractional shares) exceeds 25 per cent of the company's market capitalization.

The exchange has been approved by the board of directors of the company, with Mr. Royer having recused himself. Completion of the exchange is subject to customary conditions for a transaction of this type, including approval of the TSX. Subject to satisfaction of the conditions, the exchange is expected to be completed on or about June 26, 2026.

About Baylin Technologies Inc.

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

We seek Safe Harbor.