Ms. Kelly Myles reports

BAYLIN TECHNOLOGIES ANNOUNCES SATISFACTION OF FINANCING CONDITIONS TO COMPLETION OF THE ACQUISITION OF KAELUS AB

In connection with Baylin Technologies Inc.'s previously announced acquisition of Kaelus AB, Baylin has secured the financing necessary to complete the acquisition and has received written consent of the company's controlling shareholder, 2385796 Ontario Inc., as required by the Toronto Stock Exchange. Closing is expected to occur on or about May 27, 2026, subject to satisfaction of customary and other closing conditions.

The financing consists of a $30.9-million non-revolving secured credit facility arranged by SAF Group, a Calgary-based private credit lender, of which the initial advance at closing will be $20.6-million, with a delayed advance of $10.3-million, and a previously announced offering of 41.25 million subscription receipts for gross proceeds of $10,312,500. The term facility is also being used to repay the company's existing revolving credit facility.

Upon closing the acquisition: (i) it is expected that, in partial satisfaction of the purchase price payable pursuant to the terms of the acquisition, the company will issue up to a maximum of 52,650,000 common shares (34 per cent of the total number of common shares currently outstanding, on a non-diluted basis) to the shareholders of Kaelus; (ii) 41.25 million common shares (27 per cent of the total number of common shares currently outstanding, on a non-diluted basis) will be issued to the holders of subscription receipts and issued in connection with the subscription receipt offering upon satisfaction of the escrow release conditions associated with the subscription receipts, which include closing the acquisition; and (iii) also upon satisfaction of the escrow release conditions, common share purchase warrants will be issued to Paradigm Capital Inc. that are exercisable into 2,006,250 common shares (1.3 per cent of the total number of common shares currently outstanding, on a non-diluted basis) at an exercise price of 25 cents per common share. The maximum number of common shares issuable pursuant to the acquisition and subscription receipt offering is 95,906,250, which represent approximately 63-per-cent dilution based on the 152,693,578 common shares currently issued and outstanding. The balance of the purchase price of approximately $32.3-million will be paid in cash, of which approximately $10.6-million will be paid at closing and the balance in a series of payments in the fourth quarter of 2026 and the first quarter of 2027. The deferred payments will be guaranteed by the controlling shareholder.

The common shares issuable in partial satisfaction of the acquisition purchase price will be issued at a price of 29.28 cents, being the 30-day volume-weighted average price of the common shares on the date two trading days before the date of the share purchase agreement. Each subscription receipt was issued at a price of 25 cents per subscription receipt and entitles the holder to receive one common share upon satisfaction of the escrow release conditions. Based on the market price of the common shares as at close of market on Nov. 28, 2025, the common shares issuable pursuant to the subscription receipts and the share purchase warrants were discounted by six cents.

As part of the subscription receipt offering, the controlling shareholder acquired 15 million of the subscription receipts on the same terms as arm's-length purchasers at a price of 25 cents per subscription receipt for an aggregate subscription price of $3.75-million. The common shares underlying these subscription receipts represent approximately 9.8 per cent of the total number of common shares currently outstanding on a non-diluted basis. As a condition to the initial advance under the term facility, the controlling shareholder is required to contribute not less than $2-million by way of subscription for preferred shares of the company.

After giving effect to the share issuances, the controlling shareholder and related parties would hold 124,253,526 common shares, representing approximately 50.3 per cent of the number of common shares outstanding after giving effect to the share issuances on a non-diluted basis. Jeffrey C. Royer, chairman of the board of directors of the company, exercises control and direction over all these common shares.

Under sections 607(e), 607(g)(i), 611(c) and 611(g) of the Toronto Stock Exchange company manual, the share issuances require the approval of the company's securityholders as the number of common shares issuable in connection with the acquisition exceeds 25 per cent of the total number of outstanding common shares. The company has relied on the exemption available in Section 604(d) of the TSX company manual to provide the TSX with written evidence that holders of more than 50 per cent of the voting securities of the company are familiar with the acquisition and the share issuances and are in favour of it, in lieu of a duly called meeting of securityholders, and the TSX has accepted such consent. The TSX will generally not require further securityholder approval for the issuance of up to an additional 23,976,562 common shares in connection with the acquisition, such number being 25 per cent of the number of securities approved by securityholders for the acquisition.

Except for the controlling shareholder's support of the acquisition as described in this press release, the acquisition is being effected at arm's length. The share issuances are not expected to materially affect control of the company.

Completion of the acquisition, including the share issuances, is subject to approval of the TSX. Under TSX rules, the acquisition and the associated share issuances may not be completed fewer than five business days after dissemination of this press release.

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.