Ms. Kelly Myles reports

BAYLIN TECHNOLOGIES ANNOUNCES AMENDMENTS TO ITS CREDIT FACILITY AND ITS SHARE PURCHASE AGREEMENT FOR THE ACQUISITION OF KAELUS AB

Baylin Technologies Inc. has had the following new developments.

Credit facility

The company and its principal lender, Royal Bank of Canada, have agreed to extend the maturity date of the company's revolving credit facility from Jan. 31 to April 30, 2026. As part of the amendment, the liquidity covenant, which required the company to maintain minimum liquidity of at least $3-million, has been replaced by a senior debt to earnings before interest, taxes, depreciation and amortization ratio, not to exceed 2.75 to 1.00, and a fixed charge coverage ratio, to exceed 1.15 to 1.00, in each case, determined on a monthly basis.

Acquisition of Kaelus AB

The share purchase agreement governing the terms of the proposed acquisition of Kaelus has been amended to extend the time to allow the company to satisfy the financing condition from Jan. 28 to Feb. 28, 2026. The financing condition is a condition of the agreement that entitles the company and the sellers to terminate the agreement if the company is unable to raise an amount in cash sufficient to pay the cash portion of the purchase price, to repay in full all outstanding indebtedness to its principal lender, and to pay all third party expenses associated with the acquisition and the financing, or approximately $42-million in total.

The company is in continuing discussions and has begun the documentary process with the Canadian private credit lender, with which the company has an existing non-binding term sheet, to provide a $30.9-million non-revolving senior secured loan, with an expected term of 36 months. The proceeds from the loan would be used to repay in full the credit facility and to finance part of the cash portion of the purchase price for the acquisition. The loan is subject to negotiation of satisfactory definitive agreements and related security and satisfaction of all related conditions.

In December, 2025, the company completed a private placement of subscription receipts, raising proceeds of $10.3-million. The loan, as described, together with the proceeds from the subscription receipts, would be sufficient to satisfy the financing condition.

There can be no assurance that Baylin will enter into a binding agreement with the lender for the loan on the proposed terms or at all. In that case, Baylin would explore alternative options to satisfy the financing condition. If the financing condition is not satisfied, the acquisition may not be completed.

The acquisition is also subject to approval of the foreign investment review authority in Finland and of the shareholders of the company. As previously disclosed, the company intends to satisfy the requirement for shareholder approval under Toronto Stock Exchange rules by delivery of a written consent from the company's controlling shareholder confirming such approval in reliance on Section 604(d) of the Toronto Stock Exchange company manual.

Subject to satisfaction of all these conditions, the acquisition is expected to be completed in the first quarter of 2026.

About Baylin Technologies Inc.

Baylin is a leading diversified global wireless technology company. Baylin focuses on research, design, development, manufacturing and sales of passive and active radio frequency and satellite communications products, and the provision of supporting services. Baylin aspires to exceed its customers' needs and anticipate the direction of the market.

We seek Safe Harbor.