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Baylin Technologies Announces Closing of Acquisition of Alga Microwave Inc.

TORONTO, July 11, 2018 /CNW/ - Baylin Technologies Inc. (TSX:BYL.TO - News) (the "Company" or "Baylin") is pleased to announce that it has closed its previously announced acquisition (the "Acquisition"), through a wholly-owned subsidiary, of all of the issued and outstanding capital stock of Alga Microwave Inc. ("Alga") for a purchase price of $25 million, consisting of $21 million in cash (the "Cash Purchase Price") and $4 million in common shares in the capital of the Company ("Common Shares") at a price of $3.40 per Common Share. The vendors may also receive up to an additional $2 million in earn-out payments if certain criteria are met over the two year period post-closing of the Acquisition.

Baylin Technologies Inc. (CNW Group/Baylin Technologies Inc.)

Concurrent with the closing of the Acquisition, Baylin, through a wholly-owned subsidiary, has closed its previously announced acquisition from 9021-8116 Quebec Inc. of the premises in which Alga's operations are primarily conducted (the "Alga Facility") for an aggregate purchase price of $6.2 million.

As announced on July 10, 2018, Baylin closed its bought-deal offering (the "Offering") of 7,419,355 subscription receipts (the "Subscription Receipts") at a price of $3.10 per Subscription Receipt and $17,250,000 principal amount of 6.5% extendible convertible unsecured debentures of the Company, for aggregate gross proceeds of $40,250,000.50. Upon satisfaction of the escrow release conditions, each Subscription Receipt was converted into one Common Share and the net proceeds from the sale of the Subscription Receipts were released from escrow. Holders of the Subscription Receipts were not required to take any action in order to receive the Common Shares.

A portion of the net proceeds of the Offering were used to satisfy payment of the Cash Purchase Price for the Acquisition. The purchase price for the Alga Facility was satisfied in part by the assumption of existing debt, with the balance of the purchase price payable to the vendor one year after closing and bearing interest at 8% per annum, payable quarterly, and repayable at any time without penalty.

About Baylin

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

Forward-looking Information Cautionary Statement

Statements in this press release contain forward-looking information including, without limitation, final approval of the Toronto Stock Exchange. The words "will", "expect", "may" and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by Baylin.

SOURCE Baylin Technologies Inc.


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