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Jul 18, 2018

Baylin Technologies Inc. Completes $40.25 Million Bought Deal Offering and Acquisition of Alga Microwave Inc.

Richard M. Kimel, Sherri M. Altshuler, Sean Mason, Aaron Baer, Amy Marcen-Gaudaur, Aaron Collins, Kyle B. Plunkett, Francesco Gucciardo and Stacey Blydorp

Baylin Technologies Inc. (TSX:BYL) (“Baylin”), a diversified leading global wireless technology management company, recently completed a $40.25 million bought deal public offering of subscription receipts (“Subscription Receipts”) and 6.5% extendible convertible unsecured debentures (“Debentures”) and the related acquisition of Alga Microwave Inc. (“Alga”). Alga is a market leader in the engineering, design and development of radio frequency and microwave components, and a leading supplier of radio frequency and microwave solid state power amplifiers, pulsed amplifiers for radar applications, transmitter and transceiver products as well as radio frequency passive components and systems.

On July 10, 2018, Baylin completed its offering of 7,419,355 Subscription Receipts and $17,250,000 principal amount of Debentures, inclusive of 967,742 Subscription Receipts and $2,500,000 principal amount of Debentures issued pursuant to the exercise in full of the underwriters’ over-allotment option. The offering was completed by way of a prospectus supplement to a short form base shelf prospectus and was underwritten by a syndicate of underwriters led by Raymond James Ltd. and including Paradigm Capital Inc. and National Bank Financial Inc.

On July 11, 2018, Baylin, through newly incorporated, wholly-owned subsidiaries, completed the acquisition of Alga for a purchase price of $25 million (subject to customary adjustments) and concurrently acquired the premises in which Alga's operations are primarily conducted (the "Alga Facility") for a purchase price of $6.2 million.

Proceeds from the offering were used to finance the cash portion of the purchase price for Alga. The purchase price for the Alga Facility was satisfied in part by the assumption of existing debt, with the balance payable to the vendor one year after closing.

Aird & Berlis acted on behalf of Baylin with a team comprised of Richard Kimel, Sherri Altshuler, Sean Mason, Chris Berrigan, Aaron Baer and Amy Marcen-Gaudaur (Capital Markets/M&A), Aaron Collins, Kyle Plunkett and Alyssa Gebert (Financial Services), Francesco Gucciardo (Tax) and Stacey Blydorp (Summer Student).

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