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 28, 2017 – Baylin Technologies Inc. (TSX: BYL) (the “Company” or “Baylin”) is pleased to announce that it has closed its previously announced bought deal offering of 8,441,490 common shares (“Common Shares”) of the Company (inclusive of 1,101,064 Common Sharesissued pursuant to the exercise in full of the underwriters’ over-allotment option) at a price of C$2.35 per Common Share for aggregate gross proceeds of C$19,837,501.50 (the “Offering”). The Common Shareswere qualified by a prospectus supplement dated November 20, 2017 to a short form base shelf prospectus dated November 16, 2017 and were underwritten by Raymond James Ltd. and Paradigm Capital Inc. (together, the “Underwriters”).
In consideration for the services provided by the Underwriters, the Company paid the Underwriters a cash commission equal to 6.0% of the aggregate gross proceeds of the Offering. The Company intends to use the net proceeds of the Offering for capital expenditures, for working capital and for general corporate purposes.
Certain directors and officers of the Company purchased an aggregate of 2,806,965 Common Sharespursuant to the Offering. By virtue of the participation of such insiders, the Offering constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101.
President and CEO, Randy Dewey stated “The increase in capital creates a significant opportunity for us to harness growth opportunities and create value for shareholders. We are very grateful to our investors and insiders that have shown such tremendous support for our Company.”
The Common Shares 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 shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Baylin is a leading global technology company with over 39 years of experience in designing, producing and supplying innovative antennas. We strive to meet our customers’ needs by being their trusted partner from initial design to production with an extensive portfolio of custom engineered solutions and leading edge off-the-shelf antenna products.
Forward-looking Information Cautionary Statement
Statements in this press release contain forward-looking information including, without limitation, the intended use of the net proceeds of the Offering by Baylin, which 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.
For further information contact:
Kelly Myles, Marketing and Communications Manager
Baylin Technologies Inc.