Company Announcements

Combined business positioned to deliver approximately C$130 million in pro-forma 2026 revenue and approximately C$14 million in pro-forma 2026 Adjusted EBITDA¹, before synergies

TORONTO , May 29, 2026 /CNW/ - Baylin Technologies Inc. (TSX: BYL) (OTCQB: BYLTF) ("Baylin" or the "Company") today announced that it has completed the previously announced acquisition of Sweden-based Kaelus AB ("Kaelus"), a global provider of wireless infrastructure antenna and radio frequency ("RF") equipment (the "Acquisition"). The transaction marks a defining milestone in Baylin's strategy to build a diversified, scaled global RF technology platform.

The Acquisition unites Kaelus with Baylin and its wholly-owned subsidiary, Galtronics, creating one of the industry's most comprehensive end-to-end RF solution portfolios -- spanning cellular infrastructure and custom antennas, RF conditioning, synchronization, and test and measurement -- serving tier-1 wireless carriers, OEMs, defence customers, and broadcasters across North America, Europe, Asia-Pacific, and Latin America.

Paradigm Capital Inc. acted as Advisor to the Company on the acquisition of Kaelus and acted as sole agent and bookrunner for the related subscription receipt offering.

Transaction Highlights

• Meaningful Adjusted EBITDA Growth Pre-synergies: Pro-forma 2026 Adjusted EBITDA of approximately C$14 million, compared to Baylin's standalone 2025 of C$6.0 million
• Step-change in scale: Pro-forma 2026 revenue of approximately C$130 million, with pro-forma 2026 Adjusted EBITDA margin¹ of approximately 10.8%, up from 6.5% in 2024
• Zero product overlap: Four Kaelus product lines extend -- rather than duplicate -- Baylin's existing portfolio creating cross-selling opportunities across all customers
• Tier-1 OEM channel: Kaelus is a key GNSS synchronization and antenna vendor to two of the largest OEMs in the world, creating a broader set of opportunities for Baylin's total product set
• Geographic critical mass: Combined operations span Sweden, the United States, Canada, Finland, Australia, India, and China, with manufacturing, R&D, and sales presence across all major regions
• Strengthened balance sheet: Transaction financing funds the Acquisition, repays existing bank debt, and improves leverage on a materially larger EBITDA base

Pro-forma 2026 figures reflect management estimates assuming full-year ownership of Kaelus and exclude potential revenue and cost synergies.

Why This Matters for Shareholders

Management believes the combined company is positioned to benefit from several long-term industry trends, including expected recovery in North American wireless infrastructure spending, ongoing defence communications demand, and growth in custom antenna applications.

Specifically, management sees a recovering North American wireless CapEx cycle (forecast to grow from approximately US$33 billion in 2025 to US$38.5 billion in 2028), sustained defence and government satellite communications demand including NATO government programs, and the global custom antenna market projected to expand from US$2.6 billion to US$7.5 billion by 2027.

Management Commentary

"This is the start of a new chapter for Baylin's shareholders, customers, and employees," said Leighton Carroll, Chief Executive Officer of Baylin. "We have meaningfully increased our Adjusted EBITDA pre-synergies, added two of the largest wireless OEMs in the world as strong customers, and have a European platform that would have taken a decade to construct organically. With a stronger balance sheet and a clear runway of secular demand across wireless, defence, and custom antennas, we believe Baylin is positioned to deliver meaningful value creation."

Peter Sandberg, Chief Executive Officer of Kaelus, added, "Joining Baylin and Galtronics positions Kaelus to serve customers as a stronger, more strategic, long-term partner. With a broader product portfolio, deeper engineering resources, and combined global reach, we are uniquely positioned to deliver comprehensive RF solutions in an increasingly connected world."

Transaction Terms

The Acquisition was completed for a total purchase price of approximately SEK 282 million (approximately C$42 million), net of excess cash, satisfied through a combination of approximately C$26 million in cash and the issuance of 52,000,036 common shares of Baylin to the Kaelus shareholders. The cash portion of the consideration and the repayment of Baylin's existing bank facilities were funded through a combination of a senior secured term facility with SAF Group and a private placement of subscription receipts led by Paradigm Capital Inc. In connection with the closing of the Acquisition, an aggregate of 41,250,000 common shares of the Company will be issued to holders of subscription receipts through the facilities of CDS Clearing and Depository Services Inc. The Company also extinguished its prior RBC revolving credit facility in connection with closing.

Customer & Operational Continuity

• Brand continuity: Kaelus will operate as "Kaelus, a Galtronics company," preserving both brands' recognition and customer relationships
• Management continuity: Kaelus will continue under its current leadership team with full P&L responsibility
• Accelerated innovation: Expanded engineering resources focused on next-generation RF solutions and continued product investment
• Contract assurance: All existing customer contracts and supply arrangements remain in effect; procurement integration will be managed transparently over time
• Expanded support: Existing customer contacts remain unchanged, now backed by broader global capabilities

ABOUT BAYLIN

Baylin is a leading diversified global wireless technology company focused on the research, design, development, manufacturing, and sales of passive and active radio frequency and satellite communications products, and the provision of supporting services. For more information, visit www.baylintech.com.

ABOUT GALTRONICS

Galtronics, a wholly owned subsidiary of Baylin, designs and manufactures antenna solutions to solve the most complex connectivity challenges worldwide. The company combines engineering, customer collaboration, and technology innovation to deliver high-quality, critical connections. When connectivity counts, Galtronics delivers. For more information, please visit www.galtronics.com.

ABOUT KAELUS

Kaelus is a global RF technology manufacturer supplying products essential to wireless networks, defence systems, and telecommunications infrastructure. Its portfolio includes beam-through antennas, RF conditioning solutions, GNSS synchronization and anti-jamming products, and industry-leading PIM test & measurement equipment. Kaelus maintains global operations with headquarters in Sweden and a presence across North America, Europe, and Asia-Pacific. For more information, visit  www.kaelus.com .

FORWARD-LOOKING STATEMENTS

This 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", "estimate", "expect", "forecast", "indicate", "intend", "likely", "may", "outlook", "plan", "potential", "project", "seek", "should", "target", "trend", "will" or "would" or the negative or other variations of these words or other comparable words or phrases, which is intended to identify forward-looking statements, although not all forward-looking statements contain these words.

The forward-looking statements in this release include statements regarding the outlook for our business and the combined company, our financial condition and results of operations, as well as available liquidity, the anticipated benefits of the Acquisition, including synergies and pro forma results of operations, management's expectations regarding industry trends, and post-Acquisition customer and operational continuity. Forward-looking statements are based on various assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth or decline in sales of passive and active radio frequency products, satellite communications products, and supporting 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.

The pro forma financial outlook included in this press release is based on a number of material factors and assumptions that reflect the management's assessment as of the date hereof, including assumptions that:

• Kaelus's historical and forecast financial and operating information are accurate in all material respects;
• the Company will be able to integrate Kaelus without material disruption to the combined businesses;
• overall revenue growth is based on currently expected industry demand trends and customer order patterns within each business line;
• there will be no material change in macroeconomic, political or inflationary conditions generally, or in legal or regulatory markets in which the Company and Kaelus operate, that will materially impact the financial performance of the combined business;
• the respective businesses of the Company and Kaelus will not be affected materially by supply chain or other disruptions;
• there will be no material change in current foreign exchange rates, interest rates or accounting standards; and
• Kaelus will be entitled under IFRS 38 to capitalize its development costs.

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 under the Company's profile on SEDAR+ at www.sedarplus.ca. All the forward-looking statements in this release are qualified by these cautionary statements and other cautionary statements or factors in this 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 law, the Company does not intend and does not assume any obligation to update any forward-looking statements.

NON-IFRS MEASURES

This press release includes references to "Adjusted EBITDA" and "Adjusted EBITDA margin", measures that are not recognized under International Financial Reporting Standards ("IFRS"), do not have any standardized meaning under IFRS and as such may not be comparable to similar measures presented by other companies. Management believes that these measures provide useful information to analysts, investors and other interested parties regarding the Company's financial condition and results of operation as they provide additional key metrics of the Company's performance. While management believes that non-IFRS measures provide useful supplemental information, they are not intended to represent, and should not be considered as alternatives to, net income (loss), cash flows generated by operating, investing or financing activities, or other financial statement data presented in accordance with IFRS. For further information, see "Non-IFRS Measures" in the Company's most recent Management's Discussion and Analysis, which is available on SEDAR+ at www.sedarplus.ca.

Previously disclosed reconciliations of the Company's non-IFRS measures used in this release to their most comparable IFRS measure:

* Pro Forma refers to the assumption that the acquisition of Kaelus was completed on January 1, 2026 on the terms publicly described at the time of the announcement of the proposed acquisition.

SOURCE Baylin Technologies Inc.