Mr. Thomas Mika reports

POET TECHNOLOGIES ANNOUNCES "AT-THE-MARKET" PUBLIC OFFERING IN THE UNITED STATES AND CANADA

Poet Technologies Inc. has entered into an equity distribution agreement dated June 29, 2023, with Craig-Hallum Capital Group LLC and Cormark Securities Inc. as agents, pursuant to which the company has established an at-the-market equity offering program.

Pursuant to the ATM program, the company may, at its discretion and from time to time during the term of the ATM agreement, issue and sell, through the agents, such number of common shares of the company as would result in aggregate gross proceeds to the company of up to $30-million (U.S.). Sales of common shares, if any, through the agents, will be made through at-the-market issuances, including, without limitation, sales made directly on the Nasdaq Stock Market in the United States and the TSX Venture Exchange in Canada at the market price prevailing at the time of each sale. The equity distribution agreement will terminate upon the earlier of: (i) June 29, 2024; and (ii) the issuance and sale of all of the common shares under the ATM program, unless terminated earlier, with notice, by the company at any time and by an agent as to itself at any time.

The company intends to use the net proceeds from the ATM program, if any, for general working capital purposes related to research and development of its optical engines for transceivers and light source modules for the artificial intelligence market, capital asset purchases, and selling, general and administrative expenses. Since the common shares will be distributed at market prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of the company's management and in accordance with the terms of the equity distribution agreement.

The offer and sale of the common shares under the ATM program will be made by means of a prospectus supplement dated June 29, 2023, to the company's existing short form base shelf prospectus dated June 30, 2021, and the U.S. registration statement on Form F-10, which includes the base shelf prospectus. The registration statement was declared effective by the U.S. Securities and Exchange Commission on July 7, 2021. The prospectus supplement has been filed with the applicable securities regulatory authorities in each of the provinces and territories of Canada and the SEC.

Prospective investors should read in its entirety the prospectus and the other documents incorporated by reference therein for more complete information about the company and the offering, including the proposed use of proceeds of the offering, before making any investment decision. Copies of the prospectus will be available on SEDAR, and a copy of the registration statement, the prospectus and the prospectus supplement can be found on EDGAR. Copies of the prospectus may also be obtained by contacting Craig-Hallum Capital Group, attention: equity capital markets, 222 South 9th St., Suite 350, Minneapolis, Minn., 55402, by telephone at 612-334-6300 or by e-mail at prospectus@chlm.com.

About Poet Technologies Inc.

Poet Technologies is a design and development company, offering integration solutions based on the Poet optical interposer, a novel platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques and packaging methods. Poet's optical interposer eliminates costly components and labour-intensive assembly, alignment and testing methods employed in conventional photonics. The cost-efficient integration scheme and scalability of the Poet optical interposer brings value to any device or system that integrates electronics and photonics, including some of the highest-growth areas of computing, such as artificial intelligence, the Internet of Things, autonomous vehicles, and high-speed networking for cloud service providers and data centres. Poet Technologies is headquartered in Toronto, with operations in Allentown, Pa., Shenzhen, China, and Singapore.

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