Baylin Technologies Announces Amendments to its Credit Facility and its Share Purchase Agreement for the Acquisition of Kaelus AB

TORONTO, Jan. 28, 2026 /CNW/ – Baylin Technologies Inc. (TSX: BYL) (OTCQB: BYLTF) (“Baylin” or the “Company) is pleased to announce 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 (the “Credit Facility”) from January 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amendment, the liquidity covenant, which required the Company to maintain minimum liquidity of at least $3 million, has been replaced by a Senior Debt to EBITDA Ratio, not to exceed 2.75 to 1.00, and a Fixed Charge Coverage Raio, to exceed 1.15 to 1.00, in each case, determined on a monthly basis.

Acquisition of Kaelus AB

The Share Purchase Agreement (the “Agreement”) governing the terms of the proposed acquisition of Kaelus AB (the “Acquisition”) has been amended to extend the time to allow the Company to satisfy the “Financing Condition” from January 28 to February 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 (the “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 fund 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 TSX Company Manual.

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

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 and satellite communications products, and the provision of supporting services. Baylin aspires to exceed its customers’ needs and anticipate the direction of the market. For further information, please visit www.baylintech.com.

Forward Looking Statements

This press release includes forward-looking information and forward-looking statements (together, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements 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”, “outlook”, “plan”, “potential”, “project”, “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 Acquisition and the related financing and conditions. 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 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 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.