TORONTO, Ontario — December 18, 2025 — Leads & Copy — Baylin Technologies Inc. has completed a brokered private placement of 41,250,000 subscription receipts at $0.25 each, raising gross proceeds of $10,312,500. The placement was led by Paradigm Capital Inc.
The proceeds will finance part of the purchase price for the acquisition of Kaelus AB. Each subscription receipt entitles the holder to one common share of Baylin Technologies upon closing the acquisition and meeting other conditions.
The company’s controlling shareholder, 2385796 Ontario Inc., acquired 15,000,000 subscription receipts on the same terms as arm’s length purchasers, totaling $3,750,000. These shares represent approximately 9.8% of the company’s outstanding common shares. The subscription was made for investment purposes.
Jeffrey C. Royer, Chairman of the Board of Directors, controls the securities held by the controlling shareholder. This subscription is a related-party transaction under Multilateral Instrument 61-101, but is exempt from formal valuation and minority shareholder approval requirements because the fair market value and consideration paid do not exceed 25% of the company’s market capitalization.
Before the subscription, Royer controlled approximately 71.6% of the company’s outstanding common shares. After the subscription, Royer is expected to control approximately 50.4% of the company’s outstanding common shares, prior to the exercise of 2,006,250 common share purchase warrants issuable to the Agent, assuming no other issuances of common shares.
A material change report regarding the related party transaction will be filed on www.sedarplus.ca less than 21 days prior to closing because the final terms of the controlling shareholder’s participation were only settled in the final days prior to closing.
The Board of Directors approved the subscription by the controlling shareholder, with Royer recusing himself.
Completion of the acquisition, including the issuance of common shares underlying the subscription receipts, is subject to customary conditions, including approval from the Toronto Stock Exchange, the foreign investment authority in Finland, and the shareholders of the company. The company intends to satisfy the shareholder approval requirement by obtaining written consent from the controlling shareholder, in accordance with section 604(d) of the TSX Company Manual.
The acquisition is also conditional on the company raising enough cash to cover the cash portion of the purchase price, repay all outstanding debt to its principal lender, and pay all third-party expenses related to the acquisition and financing, totaling approximately $42 million. The company has raised a portion of the required financing through the subscription receipt offering and is securing additional financing.
Subject to the conditions being met, the acquisition is expected to be completed in the first quarter of 2026.
An early warning report will be available on SEDAR+ at www.sedarplus.ca. Contact Kelly Myles, Marketing and Communications Director at Baylin Technologies, at kelly.myles@baylintech.com.
Baylin is a diversified global wireless technology company focused on radio frequency and satellite communications products and services. For more information, visit www.baylintech.com.
Contact: Kelly Myles, Marketing and Communications Director at the Company, at kelly.myles@baylintech.com.
Source: Baylin Technologies Inc.
