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D2L Inc. Announces Substantial Issuer Bid

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5 months ago

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TORONTO, June 9, 2026 /CNW/ – D2L Inc. (TSX: DTOL) (“D2L” or the “Company”), a global learning technology company, announced today that the board of directors (the “Board”) has approved a substantial issuer bid (the “SIB”) pursuant to which the Company will offer to purchase for cancellation up to C$20,000,000 of its Subordinate Voting Shares (the “SV Shares”). The SIB will commence on June 12, 2026, and will expire on July 17, 2026, unless extended, varied or withdrawn.

D2L has, subject to the receipt of the necessary exemptive relief under applicable securities laws, determined to provide for proportionate tenders, such that the SIB will proceed by way of a “modified Dutch auction” that includes the ability for shareholders to participate via a proportionate tender. Holders of SV Shares wishing to tender to the SIB will be entitled to do so by making (i) an auction tender for a specified number of SV Shares at a price of not less than C$10.50 and not more than C$11.50 per Share, in increments of C$0.25 per Share; (ii) a purchase price tender without specifying a price per Share, but rather agreeing to have a specified number of SV Shares purchased at the purchase price to be determined by the auction tenders; or (iii) a proportionate tender in which they will agree to sell, at the purchase price to be determined by auction tenders, a number of SV Shares that will result in them maintaining their proportionate equity ownership in the Company following completion of the SIB. Shareholders who validly deposit SV Shares without specifying the method in which they are tendering such SV Shares will be deemed to have made a purchase price tender. All SV Shares purchased by the Company under the SIB will be cancelled.

The Board of D2L believes that the SIB is in the best interests of the Company and its shareholders given, among other things, its cash on hand and the current market price of the SV Shares, which the Board believes does not currently reflect the fundamental value of the Company. The Company intends to fund the SIB with cash on hand.

The price range offered for the SV Shares pursuant to the SIB represents a 14.5% to 25.4% premium to the closing price of the SV Shares on the Toronto Stock Exchange (the “TSX”) on June 9, 2026, being the last trading day before the SIB was announced. Over the 12-month period ended June 9, 2026, the closing prices of the SV Shares on the TSX have ranged from a low of C$7.15 to a high of C$19.05.

The SIB is optional for all shareholders, who are free to choose whether to participate, how many SV Shares to tender and, in the case of auction tenders, at what price to tender within the specified range. Any shareholder who does not deposit its SV Shares (or whose SV Shares are not repurchased under the SIB) will realize a proportionate increase in its equity interest in the Company, to the extent that SV Shares are purchased under the SIB.

As of the date hereof, to the knowledge of the Company after reasonable inquiry, none of the Company’s directors or officers intend to tender their SV Shares to the SIB.

As of the close of business on June 9, 2026, the Company had 27,008,889 SV Shares issued and outstanding.

The final purchase price to be paid by D2L for each validly deposited Share will be determined upon expiry of the SIB and will be based on the number of SV Shares validly deposited pursuant to auction tenders and purchase price tenders, and the prices specified by shareholders making auction tenders. As a result, D2L’s shareholders who tender their SV Shares (other than shareholders who make a proportionate tender, which tenders will not be considered for purposes of determining the purchase price) will set the purchase price for the SIB. The purchase price will be the lowest price per Share (which will be not less than C$10.50 per Share and not more than C$11.50 per Share) that enables D2L to purchase all of the SV Shares collectively tendered pursuant to valid auction tenders at auction prices less than or equal to that price and pursuant to purchase price tenders, in each case for an aggregate purchase price not exceeding the amount available for auction tenders and purchase price tenders after giving effect to proportionate tenders (the “Auction Tender Limit Amount”). For the purpose of determining the purchase price, SV Shares deposited pursuant to a purchase price tender will be deemed to have been deposited at the minimum price of C$10.50 per SV Share. If the aggregate purchase price of SV Shares deposited pursuant to auction tenders at C$10.50 per SV Share together with purchase price tenders exceeds the Auction Tender Limit Amount, the purchase price will be C$10.50 per SV Share. SV Shares deposited at or below the finally determined purchase price will be purchased at such purchase price, and SV Shares deposited at prices above the purchase price will be returned to shareholders.

If the aggregate purchase price for SV Shares validly deposited and not withdrawn pursuant to auction tenders at or below the finally determined purchase price and purchase price tenders would collectively exceed the Auction Tender Limit Amount, D2L will purchase SV Shares from the holders of SV Shares who made valid purchase price tenders or tendered their SV Shares at or below the finally determined purchase price on a pro rata basis. Regardless of proration, D2L will always purchase at the purchase price such number of SV Shares from shareholders making valid proportionate tenders that results in such tendering shareholders maintaining their respective proportionate SV Share ownership in D2L following completion of the SIB (subject to nominal differences due to the quantity of SV Shares purchased from such shareholders being rounded down to the nearest whole number of SV Shares to avoid the purchase of fractional Shares).

The formal offer to purchase, issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (collectively, the “Offer Documents”), which Offer Documents collectively contain the terms and conditions of the SIB, instructions for tendering SV Shares, and the factors considered by D2L and the Board in making its decision to approve and launch the SIB, among other things, are being filed with the securities regulatory authorities in Canada and have been mailed to the concerned recipients. The Offer Documents will be available under D2L’s profile on SEDAR+ at www.sedarplus.ca on June 12, 2026.

The SIB will not be conditional upon any minimum number of SV Shares being tendered and will be subject to conditions customary for transactions of this nature. The SIB will, however, be subject to other conditions described in the Offer Documents and D2L reserves the right, subject to applicable laws, to withdraw, extend or vary the SIB, if, at any time prior to the payment of deposited SV Shares, certain events occur.

The Company has engaged Canaccord Genuity as financial advisor and dealer manager for the SIB and Computershare Investor Services Inc. to act as depositary for the SIB.

The Board approved the making of the SIB, the size of the SIB and the purchase price range for SV Shares. However, none of the Company, the Board, the dealer manager or the depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their SV Shares to the SIB. Shareholders are urged to carefully evaluate all information in the Offer Documents, consult their own financial, legal, investment, accounting and tax advisors and make their own decisions as to whether to deposit SV Shares under the SIB and, if so, how many such SV Shares to deposit and at what price or prices.

In accordance with applicable Canadian securities laws, D2L has temporarily suspended repurchases of any SV Shares under the Normal Course Issuer Bid NCIB until after the expiry or termination of the SIB.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Company’s SV Shares. The solicitation and the offer to buy the SV Shares is being made only pursuant to the Offer Documents, which contain full details of the SIB.

Forward-Looking Information

Certain information in this press release may constitute “forward-looking information” within the meaning of applicable securities legislation. All information contained in this press release, other than statements of current and historical fact, is forward-looking information, including statements regarding the Company’s intentions and expectations with respect to the SIB, the terms and conditions of the SIB, the receipt of necessary exemptive relief under securities laws, the expected expiry date of the SIB, SV Shares to be bought back under the SIB, the actual number of SV Shares to be taken up and paid for in connection with the SIB, the clearing price, the proration factor, the aggregate purchase price, and other statements that are not historical facts (collectively, “forward-looking information”).

Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management’s experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company’s ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company’s ability to generate revenue and expand its business while controlling costs and expenses; the Company’s ability to manage growth effectively; the Company’s assumptions regarding the principal competitive factors in our markets; the Company’s ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions, ; business and industry trends, including the success of current and future product development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company’s ability to maintain positive relationships with its customer base and strategic partners; the Company’s ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs, including demand for AI; the Company’s ability to predict future learning trends and technology; the ability to patent new technologies and protect intellectual property rights; the Company’s ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; certain accounting matters, including the impact of changes in or the adoption of new accounting standards; the Company’s ability to retain key personnel; the factors and assumptions discussed under the “Financial Outlook” section of the Annual MD&A; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company.

Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified in our Annual MD&A, including “Summary of Factors Affecting Our Performance” or in the “Risk Factors” section of the Company’s most recently filed annual information form, in each case filed under the Company’s profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information.

Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in higher education, corporate and K-12 at www.D2L.com.

SOURCE D2L Inc.

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AEWIN Showcases Server Portfolio with AMD EPYC 9006 SP7 Processors at AMD in Depth: EPYC “Venice”

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4 minutes ago

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November 11, 2026

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Comprehensive AI, General-Purpose, and Storage Server Portfolio Highlights Platform Readiness and Upcoming System Shipments

LAS VEGAS, Nov. 10, 2026 /PRNewswire/ — AEWIN Technologies Co., Ltd., a member of the Qisda Group and a server and network appliance provider, today announced new servers powered by AMD EPYC™ 9006 SP7 Server CPUs. Originally previewed on November 5th during the AMD in Depth: EPYC “Venice” event in Las Vegas, the BG28-A10710 and BX28-A10710 highlight AEWIN’s platform readiness as the company prepares to bring its latest EPYC servers to the market in alignment.

In addition to the systems demonstrated at the event, AEWIN’s Server portfolio spans AI, general-purpose, and storage servers designed for a broad range of infrastructure requirements. Building on its previously announced lineup, AEWIN offers servers featuring high-performance computing power, high-speed connectivity, and flexible configurations to support AI workloads, enterprise applications, scalable storage, and cloud infrastructure.

For AI computing, the BG18-A10710 1U AI Server supports up to two single-width 600W GPUs and integrates two-phase direct liquid cooling (2P DLC) solutions for CPU and GPU thermal management. The BG28-A10710 2U AI Server accommodates up to four full-height, full-length GPUs, supporting demanding AI training, inference, and accelerated computing workloads through PCIe 6.0 connectivity.

For enterprise and cloud infrastructure, the BX28-A10710 2U General Purpose Server combines balanced compute and storage capabilities with support for two PCIe 6.0 slots, one OCP 3.0 slot, and up to 12 U.2 NVMe SSDs. For performance-critical storage workloads, the BS28-A10710 2U Storage Server supports up to 16 E3.S Gen6 SSDs, providing high-density storage capacity and high-bandwidth connectivity for data-intensive applications.

By translating AMD EPYC 9006 SP7 Server CPU capabilities into purpose-built platforms, AEWIN enables customers to address diverse workload requirements. Its offerings deliver the versatility needed to master shifting market dynamics, seamlessly balancing extreme performance with cost-effective scalability. With its expanding server portfolio and the broader technology capabilities of Qisda Group ecosystem partners, AEWIN is well positioned to empower customers to build reliable, efficient, and future-ready rack-scale AI infrastructure.

View original content to download multimedia:https://www.prnewswire.com/news-releases/aewin-showcases-server-portfolio-with-amd-epyc-9006-sp7-processors-at-amd-in-depth-epyc-venice-302935761.html

SOURCE AEWIN Technologies Co., Ltd.

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Baylin announces $35.3 million in revenue for the third quarter of 2026 as compared to $16.8 million for the same period in 2025

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4 minutes ago

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November 11, 2026

By

Investor Conference Call on November 11, 2026 at 10:00 a.m. ET

TORONTO, Nov. 10, 2026 /CNW/ — Baylin Technologies Inc. (TSX: BYL) (OTCQB: BYLTF) (the “Company” or “Baylin”), a leading diversified global wireless technology company focused on cellular radio frequency products, custom antenna solutions, satellite communications products, and supporting services, today announced its financial results for the three and nine months ended September 30, 2026. All amounts are stated in Canadian dollars unless otherwise indicated.

THIRD QUARTER SUMMARY

Revenue of $35.3 million compared to $16.8 million in the third quarter of 2025, an increase of 110.7%. The increase was primarily due to the inclusion of a full quarter of revenue from the Kaelus business line.Gross profit of $12.2 million compared to $7.3 million in the third quarter of 2025, due mainly to the inclusion of gross profit from the Kaelus business line.Gross margin of 34.6% compared to 43.4% in the third quarter of 2025 was largely attributed to product mix within the period combined with inflationary pressures, increased operating costs and the ongoing impact of global economic and geopolitical uncertainty.Adjusted EBITDA* of $0.7 million compared to $0.6 million in the third quarter of 2025 was impacted by the same factors as gross margin.Net loss of $0.7 million compared to $1.1 million in the third quarter of 2025, due primarily to an operating loss of $0.8 million. On a per share basis, a net loss of $0.00 per share in the third quarter of 2026 compared to a net loss of $0.01 per share in the third quarter of 2025.Net debt* of $12.7 million at September 30, 2026 compared to $12.4 million at December 31, 2025.Backlog* of $50.9 million at September 30, 2026 compared to $20.4 million at December 31, 2025. The increase was mainly due to the inclusion of backlog from the Kaelus business line and strong new order intake from the Satcom business line.

* This is a non-IFRS measure. See notes in “Selected Financial Information”.

RECENT DEVELOPMENTS

Term Facility

On May 15, 2026, the Company entered into an agreement (the “Credit Agreement”) with Luis LP (the “Lender”), an entity established by SAF Group, a Calgary-based private credit lender, pursuant to which the Lender established a non-revolving term credit facility (the “Term Facility”) in favour of the Company for up to $30.9 million.

Following September 30, 2026, the Company failed to meet the minimum Lender-defined EBITDA covenant applicable to the second and third quarters of 2026 combined period. On November 10, 2026, the Company and the Lender entered into the First Amending Agreement, under which the Lender waived the Company’s failure to meet the minimum Lender-defined EBITDA covenant for the second and third quarters of 2026 combined, subject to the terms and conditions of the First Amending Agreement. The waiver does not apply to any other Default or Event of Default or to any future covenant tests, including the fourth quarter of 2026 tests, which remain in place. The principal terms of the First Amending Agreement can be found in the Company’s management’s discussion and analysis (the “MD&A”) for the three and nine months ended September 30, 2026.

Pursuant to the terms of the Credit Agreement, the Company is prohibited from making the Kaelus deferred purchase price payments of approximately $10.6 million due November 15, 2026 and $2.7 million due December 15, 2026 when due and the Company is uncertain whether it will be allowed to make the final instalment of $7.3 million due March 27, 2027 (collectively the “Kaelus Payments”). Interest on a portion of the Kaelus Payments accrues at 5% per annum from closing until paid. The Company is evaluating alternatives to address these obligations.

The Kaelus Payments are presented in Canadian dollars based on the September 30, 2026 exchange rate. As previously disclosed, the Kaelus Payments are payable in Swedish Krona (SEK), and the actual Canadian dollar equivalent of the final payments will vary based on the exchange rate in effect on the applicable payment dates.

If a guaranteed Kaelus Payment is not made when due, the former Kaelus shareholders may make written demand under the guarantee against 2385796 Ontario Inc., a corporation controlled by Mr. Royer.

SELECTED FINANCIAL INFORMATION

The table below discloses selected financial information for the periods indicated.

(in $000’s except per share amounts)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

Change

Change

2026

2025

Change

Change

$

$

$

%

$

$

$

%

Profit and Loss

Revenue

35,300

16,754

18,546

> 100.0%

73,383

58,076

15,307

26.4 %

Gross profit

12,230

7,274

4,956

68.1 %

29,273

25,682

3,591

14.0 %

Gross margin

34.6 %

43.4 %

(8.8 pp)

(20.3 %)

39.9 %

44.2 %

(4.3 pp)

(9.7 %)

Net loss

(742)

(1,100)

358

(32.5 %)

(6,249)

(2,142)

(4,107)

> 100.0%

Basic and diluted net loss per share

($0.00)

($0.01)

$0.01

(100.0 %)

($0.03)

($0.01)

($0.02)

> 100.0%

EBITDA(1)

263

249

14

5.6 %

(371)

2,060

(2,431)

N/A

Adjusted EBITDA(2)

703

586

117

20.0 %

3,805

4,695

(890)

(19.0 %)

As at

As at

As at

As at

September

30, 2026

September

30, 2025

Change

Change

September

30, 2026

December

31, 2025

Change

Change

$

$

$

%

$

$

$

%

Balance Sheet and Other

Current assets

75,520

33,399

42,121

> 100.0%

75,520

39,413

36,107

91.6 %

Total assets

114,512

44,243

70,269

> 100.0%

114,512

45,377

69,135

> 100.0%

Current liabilities

92,484

38,433

54,051

> 100.0%

92,484

50,582

41,902

82.8 %

Total liabilities

99,612

54,098

45,514

84.1 %

99,612

57,026

42,586

74.7 %

Net debt(3)

12,695

11,364

1,331

11.7 %

12,695

12,395

300

2.4 %

Backlog(4)

50,874

22,645

28,229

> 100.0%

50,874

20,404

30,470

> 100.0%

Notes:

(1)

See “Non-IFRS Measures”. “EBITDA” refers to net income (loss) plus income tax expense (recovery), interest and other finance expense (income), investment income, fair value adjustments, depreciation and amortization.

(2)

See “Non-IFRS Measures”. “Adjusted EBITDA” refers to EBITDA adjusted for the impact of certain items, including asset impairment charges, expenses from mergers and acquisitions, costs of reorganization of a business, gain or loss on the sale of a business, including related expenses, legal costs incurred from significant non-operating activities, severance and executive recruitment costs, and share-based compensation.

(3)

See “Non-IFRS Measures”. “Net debt” refers to total bank indebtedness less cash and cash equivalents.

(4)

See “Non-IFRS Measures”. “Backlog” refers to the value of unfulfilled purchase orders placed by customers.

A copy of the Company’s unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2026 and corresponding management’s discussion and analysis (the “MD&A”) are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

OUTLOOK

Corporate

In the third quarter of 2026, the Company continued to advance its strategy of building a diversified global RF technology platform following the acquisition of Kaelus in May 2026. The quarterly sequential revenue increase in the third quarter reflected the contribution from the first full quarter of the Kaelus business line, combined with improvements from the Satcom business line. These gains were tempered by the decline in revenue in the Wireless Infrastructure business line as a result of North American wireless carriers redirecting capital spending to fibre assets in support of data centre buildouts. The Company generated positive Adjusted EBITDA of $0.7 million in the third quarter of 2026, its eleventh consecutive quarter of positive Adjusted EBITDA.

The macroeconomic environment remains challenging, given the ongoing geopolitical tensions and continuing uncertainty. Continued disruptions to the oil supply in the Middle East kept the oil and fuel prices elevated, with broader impacts on transportation, logistics and other production costs across multiple industries. In addition, the Company is facing higher manufacturing costs amid industry-wide price spikes affecting a wide range of electronic components, including memory chips and other critical components.

Despite these challenges and uncertainties, we remain committed to our core principles: clear market-driven strategies, cost containment, prioritizing research and product development, and focusing on revenue growth and margin improvement. Management continues to monitor component pricing and supply chain conditions closely and is focused on mitigating the impact through procurement optimization, cost control initiatives and operational efficiencies.

Based on our current assessment for the fourth quarter of 2026, we expect (i) the Kaelus business line will continue to generate solid revenue, with margins improving relative to recent periods; (ii) the Custom Antenna Solutions business line will experience a gradual recovery in order intake, although customer purchasing activity may continue to be affected by macroeconomic conditions; (iii) sales volumes in the Wireless Infrastructure business line will remain below historical levels due to continued project delays and reduced carrier spending, particularly in the United States; and, (iv) the Satcom business line will deliver improved revenue performance compared to earlier periods.

These operating expectations are subject to ongoing financing and liquidity constraints. Although the First Amending Agreement improved the Company’s short-term liquidity, the terms of the Credit Agreement prohibit the Company from making the Kaelus Payments due in November and December 2026. The Company also remains subject to future financial covenant tests, which it may not satisfy. Management is working constructively with its Lender to negotiate amendments to its credit arrangements intended to address these challenges and support the Company’s ongoing liquidity requirements.

Kaelus Business Line

For the third quarter of 2026, Kaelus delivered strong revenue and Adjusted EBITDA in its first full quarter of consolidated operations, significantly bolstering the Company’s consolidated results. Based on current customer order volumes, ongoing sales velocity and efforts on improving margins, management believes that Kaelus will continue to produce healthy results. Looking ahead, management remains focused on integrating Kaelus into the broader organization, pursuing cross-selling opportunities across the combined customer portfolios of the Kaelus and Wireless Infrastructure business lines, as well as diversifying Kaelus’ customer base to drive further growth in 2027.

Custom Antenna Solutions Business Line

Custom Antenna Solutions delivered softer financial results in the third quarter of 2026 compared to the prior year period. The business line is being impacted by customer order delays due to market volatility and macroeconomic uncertainty. In addition, the business line faced higher production costs resulting from industry-wide price spikes across a wide range of electronic components, which placed additional pressure on gross margins. Despite these challenges, we expect Custom Antenna Solutions revenue in the fourth quarter of 2026 to be comparable to the third quarter, and full-year 2026 revenue to be similar to 2025. The number of active bids for new projects remains at a solid level.

Wireless Infrastructure Business Line

Wireless Infrastructure experienced challenging market conditions in the third quarter of 2026, primarily reflecting capital expenditure delays by North American carriers. Looking ahead, management will continue to leverage the competitive advantages of its multibeam and small cell antenna technologies to pursue new opportunities and drive further sales with wireless carriers and third-party network operators in domestic and international markets. Based on our current assessment, we anticipate Wireless Infrastructure’s performance in revenue, gross profit and Adjusted EBITDA for the full year 2026 will be softer than its very strong 2025 results. We expect carriers to resume infrastructure spending in 2027, which we anticipate will support a recovery in backlog and sales volume for the business line.

Satcom Business Line

Satcom recorded a significant increase in its backlog in the latter part of the second quarter of 2026 and early in the third quarter, primarily driven by multi-million-dollar purchase orders for the Genesis amplifiers across high-power broadcast, government and defence satellite applications. Although Satcom’s top line result in the third quarter of 2026 was weaker than the prior year period, Adjusted EBITDA was comparable and also demonstrated sequential improvement compared to the second quarter of 2026. With this backlog in hand, our outlook for the fourth quarter is more favourable as customers continue to transition from legacy lower-margin products to the new Genesis products manufactured in the United States. This shift in product mix coupled with increased sales volume is expected to improve margins, but we still anticipate that Satcom will end 2026 with lower revenue, gross profit and Adjusted EBITDA compared to 2025.

Satcom is generally not subject to US tariffs. See “Tariffs” below.

Tariffs

The Company continues to take proactive steps to monitor and mitigate the effect of US tariffs across all its business lines.

Wireless Infrastructure’s products are manufactured in our facility in China or third-party facilities in Vietnam. The actual margin impact of tariffs on Wireless Infrastructure has been mitigated to a level much lower than the applicable tariff due to a number of measures taken by the Company. This has allowed Wireless Infrastructure to be compliant with current tariff regime while protecting margins.

Custom Antenna Solutions is currently not directly affected by US tariffs on China. Although Custom Antenna Solutions’ products are manufactured in our facility in China or third-party facilities in Vietnam, they are shipped from there to contract manufacturers elsewhere in Asia for embedding in their final products.

Satcom’s products are manufactured in Canada, and a significant proportion (between 40% and 50% annually) is delivered to its customers in the United States. Satcom’s products are compliant with the Canada–United States–Mexico Agreement (“CUSMA”) and are therefore exempt from general tariffs applicable to non-qualifying Canadian goods. Following the initial joint review held on July 1, 2026, the United States declined to extend CUSMA for a new 16-year term in its current form, triggering annual joint reviews among the three countries. CUSMA remains in force. While the tariff treatment for qualifying Satcom products remains unchanged at this time, the ongoing annual joint reviews introduce medium-term trade policy uncertainty that could impact North American tariff structures in the future.

Since completion of the acquisition of Kaelus, the Company has been working to harmonize its tariff mitigation strategy across the Kaelus business line in order to minimize the impact of tariffs on its products shipped to US customers. Kaelus manufactures through its company-owned facility in China as well as through the use of contract manufacturers in China, Vietnam, and India. US sales represent approximately 20% of Kaelus’ total historical revenue.

KAELUS ACQUISITION – PRO FORMA FORECAST

The Company is withdrawing its financial outlook for fiscal 2026, most recently provided on August 5, 2026, including the forecast for combined revenue, gross profit, gross margin and Adjusted EBITDA. Investors should no longer rely on the August 5, 2026 financial outlook.

The August 5, 2026, financial outlook was based on management’s then-current expectations and assumptions regarding customer demand, order patterns and deployment activity across the Company’s businesses. Since that time, the timing of anticipated capital spending and network deployments by certain customers has changed, resulting in the deferral of certain expected customer orders and reduced visibility regarding the timing of future demand. As a result, management no longer believes it has a sufficient basis to support the financial outlook previously provided for fiscal 2026.

Accordingly, the Company is withdrawing its fiscal 2026 financial outlook, is not providing replacement quantitative guidance at this time. The Company will continue to provide disclosure concerning its historical financial results, business and operations and, where appropriate, other forward-looking information in accordance with applicable Canadian securities laws.

INVESTOR CONFERENCE CALL

Baylin will hold a conference call on Wednesday, November 11, 2026 at 10:00 a.m. (ET) to discuss its financial results for the three and nine months ended September 30, 2026. The conference call will be hosted by Leighton Carroll, Chief Executive Officer, and Cliff Gary, Chief Financial Officer. All interested parties are invited to participate using the dial-in details provided below.

Date:                     

November 11, 2026

Time:                     

10:00 a.m. (ET)

Dial-in Number:     

(+1) 888-699-1199 or (+1) 416-945-7677

Conference ID#:     

17616

Rapid Connect:   

To instantly join the conference call by phone, please use the following URL to easily register

and be connected into the conference call automatically: https://emportal.ink/3P7r42x

Webcast:               

This call is also on webcast and can be accessed at: https://app.webinar.net/Ka91P23nGMd

FORWARD-LOOKING INFORMATION AND STATEMENTS

This press 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, forward-looking statements are disclosure regarding the 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”, “outlook”, “plan”, “potential”, “project”, “seek”, “target”, “trend” or “will” or the negative or other variations of these words or other comparable words or phrases and is intended to identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements in this press release and the MD&A referenced herein include statements concerning the outlook for our business generally and each of our business lines in particular, including our expectation for future financial performance, the effect of the macroeconomic environment, higher interest rates, timing of and potential impacts from US tariffs, and other disruptions to our business and financial performance. Forward-looking statements are based on certain assumptions and estimates made by us in light of experience and perception of historical trends, current conditions, anticipated future developments, including projected growth in the sales of passive and active radio frequency and satellite communications products, and supporting services, and other factors that 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.

Forward-looking statements in this press release and the MD&A referenced herein include statements regarding the Company’s expected covenant compliance, available liquidity, ability to continue funding operations and meet obligations, treatment or restructuring of the Kaelus deferred purchase price, discussions with the Lender and former Kaelus shareholders, and the timing and consequences of any demand under the guarantee. These statements assume, among other things, continued Lender support, forecast operating performance and identified financing availability. Actual results may differ materially if the Company fails to satisfy future covenants, cannot obtain additional liquidity or accommodations, is required to make payments sooner than anticipated, or a former Kaelus shareholder makes demand under the guarantee.

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 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 any forward-looking statements.

NON-IFRS MEASURES

This press release includes a number of 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” on page 3 of the MD&A.

ABOUT BAYLIN

Baylin is a leading diversified global wireless technology company focused on cellular radio frequency products, custom antenna solutions, satellite communications products, and supporting services.

For further information, please visit www.baylintech.com.

SOURCE Baylin Technologies Inc.

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JOAM INNOTECH Accelerates Global Expansion with Integrated Protection PCB Technology

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4 minutes ago

on

November 11, 2026

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SEOUL, South Korea, Nov. 11, 2026 /PRNewswire/ — JOAM INNOTECH Co., Ltd. (CEO Byung-hyun Lee), a Korean company specializing in electrical safety, has announced that it has developed a printed circuit board (PCB) module that combines overvoltage, overcurrent and earth-leakage protection in a single unit. The company now plans to use this technology to expand into the global electrical safety market.

JOAM INNOTECH develops and manufactures PCBs for earth-leakage circuit breakers. Drawing on its experience in mass-producing overcurrent protection PCBs, the company is focused on advancing electrical safety technology. Its latest development, an integrated protection module that combines overvoltage, instantaneous overcurrent and earth-leakage detection on a single PCB, strengthens its product competitiveness.

The new module is designed to detect abnormal conditions in the power system, such as sustained high voltage, overcurrent or earth leakage, and trigger the breaker’s trip mechanism in response. Unlike conventional protection methods that only suppress momentary voltage surges, the module has enhanced overvoltage detection that lets it respond when abnormally high voltage is supplied continuously.

Another key advantage is that the module works with existing compact earth-leakage circuit breaker designs. It was designed around standard PCB dimensions, mounting methods and trip coil connections, so manufacturers can add it without external protection devices or major mechanical redesigns. Circuit breaker and power strip manufacturers can expand protection features and set their products apart while keeping their existing product designs.

JOAM INNOTECH is taking a phased approach to development and commercialization. The company has been mass-producing and supplying overcurrent protection PCBs since late 2024, building up its manufacturing capabilities. In April 2026, it filed a Korean patent application for its overvoltage protection technology, and in May it built prototypes of the integrated protection module and ran initial performance tests. Next, the company plans to run application tests in finished products, verify reliability and set mass-production inspection standards to prepare for commercialization.

“We developed this integrated protection PCB module to add overvoltage protection while keeping the structural advantages of existing compact earth-leakage circuit breakers,” said a JOAM INNOTECH spokesperson. “We will keep advancing the technology and verifying its reliability to strengthen our competitiveness, and we aim to create new business opportunities in the global electrical safety market as well as in Korea.”

JOAM INNOTECH CO., LTD
John B. H. Lee
LBH0917@gmail.com

View original content:https://www.prnewswire.com/apac/news-releases/joam-innotech-accelerates-global-expansion-with-integrated-protection-pcb-technology-302935767.html

SOURCE JOAM INNOTECH CO., LTD

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