BYL Baylin Technologies Inc

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, Dec. 22, 2023 /CNW/ - Baylin Technologies Inc. (TSX: BYL) ("Baylin" or the "Company") is pleased to announce the completion of its previously announced offering (the "Rights Offering") of rights to purchase its common shares ("Common Shares") at a subscription price of $0.19 per Common Share following the expiration of the subscription period at 5.00 pm (Eastern time) on December 19, 2023.

The Company received subscriptions for 62,186,516 Common Shares, including 54,626,763 Common Shares from 2385796 Ontario Inc., the Company's largest shareholder (the "Principal Shareholder"), and a related party of the Principal Shareholder (together, the "Royer Group"), resulting in gross proceeds to the Company of $11,815,438. Mr. Jeffrey C. Royer, Chairman of the Board of Directors of the Company, exercises control and direction over the Common Shares held by the Royer Group. The Company intends to apply the full amount of the proceeds from the Rights Offering to reduce the amount of its term loan from approximately $13.2 million to approximately $1.4 million. Separately, the Company has received a commitment from the Principal Shareholder to provide the Company with the additional funds necessary to enable to it repay the term loan in full at maturity on December 29, 2023, subject to completion of final documentation and receipt of required regulatory and other approvals.

The Common Shares issuable on exercise of the Rights have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States (as defined in Regulation S under the U.S. Securities Act). This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities in the United States and they may not be offered or sold in the United States or to or for the benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from registration under the U.S. Securities Act.

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.

This press release includes forward-looking information and forward-looking statements (together, "forward-looking statements") within the meaning of applicable securities laws. They are not statements of historical fact. Rather, they are disclosure regarding conditions, developments, events, or financial performance that we expect or anticipate may or will occur in the future, including, among other things, information or statements concerning our objectives and strategies to achieve those objectives, statements with respect to management's beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance, or results. Forward-looking statements can be identified generally by the use of forward‑looking terminology, such as "anticipate", "believe", "could" "should", "would", "estimate", "expect", "forecast", "indicate", "intend", "likely, "may", "plan", "potential", "project", "outlook", "seek", "target", "trend" or "will", or the negative or other variations of these words or other comparable words or phrases, and are intended to identify forward-looking  statements, although not all forward-looking statements contain these words.

The forward-looking statements in this press release include statements regarding the anticipated use of proceeds from the Rights Offering and the proposed funding by the Principal Shareholder. Forward-looking statements are based on certain assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth and sales in passive and active radio frequency and satellite communications products and supporting services, and other factors we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including the risk factors discussed in the Company's most recent Annual Information Form, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca.. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press release. There can be no assurance that the actual results or developments will be realized or, even if substantially realized, will have the expected consequences to, or effects on, the Company. Unless required by applicable securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.

SOURCE Baylin Technologies Inc.