BYL Baylin Technologies Inc

TORONTO, May 11, 2021 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (the "Company") announced today the results of matters voted on at its annual and special meeting of shareholders held on May 11, 2021 (the "Meeting"). The voting results of each matter presented at the Meeting are outlined below.

There were 32,855,859 common shares of the Company represented by shareholders present in person or by proxy at the Meeting, representing 64.13% of the Company's total issued and outstanding common shares as at the record date for the Meeting.

Matter 1:        Election of Directors

On a vote by way of ballot, each of the seven nominees proposed by management was elected to serve as a director of the Company to hold office for the ensuing year or until their successors are elected or appointed.

Matter 2:        Appointment of Auditors

On a vote by way of ballot, RSM Canada LLP were appointed auditors of the Company to hold office until the next annual meeting of shareholders or until their successor is appointed, at a remuneration to be fixed by the directors of the Company.

Matter 3:        Amendment to Convertible Debentures

On a vote by way of ballot, shareholders approved, by disinterested vote, in accordance with Toronto Stock Exchange ("TSX") rules, an amendment (the "Amendment") to the Convertible Debenture Indenture dated as of July 10, 2018 between the Company and Computershare Trust Company of Canada, which governs the terms of the $17,250,000 principal amount of 6.5% Extendible Convertible Unsecured Debentures (the "Convertible Debentures") of the Company, to reduce, for a period of 30 days, the conversion price of the Convertible Debentures from $3.85 (the "Original Conversion Price") to a current market price of the common shares of the Company at the time the Amendment becomes effective (the "New Conversion Price").

* Disinterested votes mean votes of any shareholder other than votes represented by common shares of the Company held by, or over which control or direction is exercised by, an insider of the Company, or associate or affiliate of the insider, who also holds Convertible Debentures. For that reason, the 21,570,942 common shares over which Mr. Jeffrey C. Royer, the Chairman of the Board of Directors of the Company, exercises control and direction, as well as the 967,740 common shares held by a family trust, were excluded in tabulating the votes.

The New Conversion Price will be determined based on the volume-weighted average trading price of the common shares of the Company on the TSX for the five consecutive trading days ending on May 19, 2021. The Company will confirm the New Conversion Price and the effective and expiry date of the Amendment by way of news release after the New Conversion Price has been determined. Following the expiry date of the Amendment, the conversion price will revert to the Original Conversion Price.

2385796 Ontario Inc., which is owned by an associate of Mr. Jeffrey C. Royer, Chairman of the Board of Directors of the Company, and the associate hold 21,570,942 common shares of the Company and 2385796 Ontario Inc. also holds 50.4% of the Convertible Debentures. Mr. Royer exercises control and direction over these securities. 2385796 Ontario Inc. is considered a "related party" of the Company for the purpose of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and, accordingly, the Amendment is considered a "related party transaction" under MI 61-101. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves "interested parties" (as defined in NI 61-101) exceeds 25% of the Company's market capitalization (as determined in accordance with MI 61-101). Further details will be included in a material change report to be filed by the Company. The material change report will be filed less than 21 days before the Amendment becomes effective because there are less than 21 days between the date of shareholder approval of the Amendment and the date the Amendment becomes effective.

ABOUT BAYLIN

Baylin is a leading diversified global wireless technology company. Baylin focuses on research, design, development, manufacturing and sales of passive and active radio-frequency products, terrestrial microwave products, and services. Baylin aspires to exceed its customers' needs and anticipate the direction of the market. For further information, please visit www.baylintech.com.

SOURCE Baylin Technologies Inc.