NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
Toronto, CANADA, November 24, 2020 – Baylin Technologies Inc. (TSX: BYL) (the “Company” or “Baylin“), is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the “Lead Agent”) on behalf of a syndicate of agents (collectively, the “Agents”), in connection with a proposed best efforts private placement financing (the “Offering”) for total proceeds of up to approximately $5 million, consisting of up to 6,666,700 units of the Company (the “Units”) at a price of $0.75 per Unit. Each Unit will be comprised of one common share (a “Common Share”) and one half of one common share purchase warrant of Baylin. Each whole common share purchase warrant will be exercisable for two years from the Closing Date at an exercise price of $1.05 per Common Share. If at any time following the Closing Date, the closing price of the Common Shares is equal or higher than $1.40 per Common Share for ten consecutive trading days, the Company may notify the holders of the Warrants that the Warrants will expire 30 days following the notice.
The net proceeds from the Offering will be used for repayment of outstanding debt and for general working capital purposes.
It is anticipated that certain directors and officers of the Company will purchase a minimum of $1.1 million and a maximum of $1.9 million of the Units pursuant to the Offering. Such participation represents a related-party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), however the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the subject matter of the transaction, nor the consideration paid, exceed 25% of the Company’s market capitalization.
The Offering is expected to close on or about December 15, 2020 and will be subject to regulatory approvals and customary closing conditions, including listing of the Common Shares on the Toronto Stock Exchange. All securities issued pursuant to the Offering will have a hold period of four months and one day.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor may there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Baylin is a leading, diversified, global technology company. Baylin focuses on research, design, development, manufacturing, and sales of passive and active radio-frequency products and services. We strive to meet our customers’ needs and anticipate the direction of the market.
For further information contact:
Kelly Myles, Marketing and Communications Director
Baylin Technologies Inc.
Forward-looking Information Cautionary Statement
Statements in this press release contain forward-looking information including, without limitation, the approval of the Toronto Stock Exchange, the timing and completion of the Offering and the anticipated use of proceeds by Baylin. The completion and timing of the Offering is subject to a number of conditions, including that all approvals for the Offering will be received, that no material adverse change will occur in Baylin’s operations or the market for its securities prior to closing of the Offering and completion of satisfactory due diligence. The intended use of the net proceeds of the Offering by Baylin might change if the board of directors of Baylin determines that it would be in the best interests of Baylin to deploy the proceeds for some other purpose. 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.