Baylin Technologies Inc. — Capital/Financing Update 2023

May 29, 2023

MATERIAL CHANGE REPORT

National Instrument 51-102 – Continuous Disclosure Obligations

Item 1 - Name and Address of Company

Baylin Technologies Inc. Suite 503, 4711 Yonge Street Toronto, Ontario M2N 6K8

Item 2 - Date of Material Change

May 26, 2023. This report supplements the material change report dated May 10, 2023.

Item 3 - News Release

A news release disclosing the subject of this report was disseminated on May 26, 2023 through Cision, a division of CNW. A copy of the news release is attached as Schedule A.

Item 4 - Summary of Material Change

On May 10, 2023, Baylin Technologies Inc. (the " Company ") and 2385796 Ontario Inc. (the " Subscriber ") entered into an agreement (the " Subscription Agreement ") under which the Subscriber agreed to subscribe for and purchase on a private placement basis up to 8,000,000 common shares (the " Common Shares ") of the Company (the " Private Placement ").

On May 26, 2023, the Company and the Subscriber completed the Private Placement.

This report is being filed to confirm the closing of the Private Placement. Accordingly, it could not have been filed at any time before the closing of the Private Placement.

Item 5 - Full Description of Material Change

Under the Subscription Agreement, the Subscriber subscribed for and purchased 8,000,000 Common Shares at a subscription price of $0.39, being the volume-weighted average trading price of the Common Shares on the Toronto Stock Exchange (the " TSX ") for the five trading days ending on May 19, 2026, the day the Company filed notice of the Private Placement with the TSX. The Common Shares issuable in connection with the Private Placement have been listed on the TSX.

The Subscriber is a related party of the Company. The Private Placement is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 ").

(a) description of the transaction and its material terms

See above.

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(b) the purpose and business reasons for the transaction

The purpose of the Private Placement is to provide the Company with additional cash to finance its working capital requirements generally and those of its Mobile/Network business in Korea and Vietnam in particular.

(c) the anticipated effect of the transaction on the issuer’s business and affairs

The Mobile/Network business is facing significant challenges due to large production volume reductions at its principal customer. Those reductions reflect a contraction in the customer’s smartphone market in 2023, due in part to the global economic slowdown and continuing inflation, as well as competitive pressures faced by the customer. Management has been taking steps to limit the adverse effect this has had on the business by reducing or eliminating operating and other costs and by working to diversify the business in order to reduce its dependency on its principal customer. The Company expects the Mobile/Network business will begin to recover in the second half of 2023 and to benefit from new revenue-generating projects. The funds from the Private Placement, together with additional financial support the business is seeking in Korea, are intended to support the business in an effort to allow it to become more stable financially.

(d) a description of (i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties and (ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person referred to in clause (i) for which there would be a material change in that percentage

After giving effect to the Private Placement, the Subscriber holds 51,878,313 Common Shares or 58.7% of the Common Shares outstanding. In addition to the Subscriber, a related party of the Subscriber holds 2,748,450 Common Shares. On an aggregate basis after giving effect to the Private Placement, they hold 54,626,763 Common Shares or 61.8% of the Common Shares outstanding. Mr. Jeffrey C. Royer, the Chairman of the Board of Directors of the Company (the " Board "), exercises control and direction over the Common Shares held by the related party and, by virtue of an agreement with the related party, over investment decisions of the Subscriber.

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee

The independent and disinterested members of the Board (being all the directors other than Mr. Royer, each of whom is free from any interest in the Private Placement and unrelated to Mr. Royer and the Subscriber and its related party) considered the reasonableness and fairness of the Private Placement and unanimously recommended approval of the Private Placement. The Board approved the Private Placement (with Mr. Royer declaring his interest and abstaining from voting on the matter). The Board did not establish a special committee and no materially contrary view was expressed by any director.

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(f) a summary, in accordance with section 6.5, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction

Not applicable .

(g) disclosure, in accordance with section 6.8, of every prior valuation in respect of the issuer that relates to the subject matter of is otherwise relevant to the transaction (i) that has been made in the 24 months before the date of the material change report, and (ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or senior officer of the issuer

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction

See item 5.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7, respectively, and the facts supporting reliance on the exemptions

The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement, insofar as it involves “interested parties” (as defined in MI 61-101), exceeds 25% of the Company’s market capitalization (as determined in accordance with MI 61-101).

Item 6 - Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 - Omitted Information

Not applicable.

Item 8 - Executive Officer

Philip Mohtadi, Corporate Secretary - 647 291 7525.

Item 9 - Date of Report

May 29, 2023.

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Schedule A

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Baylin Completes Private Placement Financing

TORONTO, May 26, 2023 – Baylin Technologies Inc. (TSX:BYL) (the “ Company ”) announced today that it has completed its previously announced private placement (the " Private Placement ") of 8,000,000 common shares to its principal shareholder, 2385796 Ontario Inc. (the " Subscriber "), a company over which Mr. Jeffrey C. Royer, Chairman of the Board of Directors of the Company, exercises control and direction over investment decisions. The Subscriber purchased the common shares at a subscription price of $0.39 per share (being the volume-weighted average trading price of the common shares on the Toronto Stock Exchange (the " TSX ") for the five trading days ending on May 19, 2023, the day the Company filed notice of the Private Placement with the TSX). The Company will use the $3,120,000 proceeds to fund working capital in the business, including for use in the Mobile and Network business line. The common shares are being listed on the TSX. After giving effect to the Private Placement, the Subscriber and a related party hold approximately 61.8% of the outstanding common shares of the Company.

About Baylin

Baylin is a diversified global wireless technology company. We focus on the research, design, development, manufacture and sale of passive and active radio-frequency products, satellite communications products, and supporting services. For further information, please visit www.baylintech.com.

Forward-Looking Statements

This press release includes forward-looking information and forward-looking statements (together, “forward-looking statements”) within the meaning of applicable securities laws. They 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” “should”, “would”, “estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely, “may”, “plan”, “potential”, “project”, “outlook”, “seek”, “target”, “trend” or “will”, or the negative or other variations of these words or other comparable words or phrases, and are intended to identify forwardlooking statements, although not all forward-looking statements contain these words.

The forward-looking statements in this press release include statements regarding the use of proceeds from the Private Placement. Forward-looking statements are based on certain

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assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth and sales in passive and active radio frequency and terrestrial microwave products and 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.

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 forwardlooking statements, including the risk factors discussed in the Company's most recent Annual Information Form, which is available on the Company’s profile on SEDAR at www.sedar.com. All the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors in this press 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 securities law, the Company does not intend and does not assume any obligation to update these forward-looking statements.

For further information, please contact: Kelly Myles, Marketing and Communications Director Baylin Technologies Inc. kelly.myles@baylintech.com

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