Mr. Thomas Mika reports

POET TECHNOLOGIES ANNOUNCES PUBLIC OFFERING OF COMMON SHARES AND WARRANTS

Poet Technologies Inc. has commenced an underwritten public offering in the United States. Concurrently, the company has also commenced a non-brokered offering in Canada (the LIFE offering and, together with the U.S. offering, the offering). The offering consists of common shares of the company and warrants to purchase common shares, and is subject to market conditions. There can be no assurance as to whether or when the offering may be completed, or as to the actual size, pricing or other terms of the offering. In addition, Poet intends to grant the underwriter a 45-day option to purchase up to an additional 15 per cent of the number of common shares and/or warrants offered in the U.S. offering.

Maxim Group LLC is acting as sole bookrunning manager for the U.S. offering.

Poet currently intends to use the net proceeds from the offering, if completed, for general working capital purposes, including revenue expansion, and the development and production of photonic modules for artificial intelligence (AI) and related markets.

The U.S. offering is being made pursuant to an effective shelf registration statement on Form F-3 (file No. 333-273853) previously filed with the U.S. Securities and Exchange Commission (SEC) on Aug. 9, 2023, and declared effective on Aug. 18, 2023. The securities in the U.S. offering may be offered in the United States only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the U.S. offering will be filed with the SEC, will form a part of the effective registration statement and will be available on the SEC's website. When available, copies of the preliminary prospectus supplement and accompanying prospectus relating to the U.S. offering may also be obtained by contacting Maxim Group LLC, on the 16th floor, 300 Park Ave., New York, N.Y., 10022, attention syndicate department, by telephone at 212-895-3745 or by e-mail at syndicate@maximgrp.com. Before you invest, you should read the preliminary prospectus supplement and accompanying prospectus and the other documents that Poet has filed with the SEC for more complete information about Poet and the U.S. offering.

The LIFE offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements in Part 5A of National Instrument 45-106, Prospectus Exemptions, whereby securities issued pursuant to the exemption are freely tradeable listed equity securities not subject to any hold period (see below). The LIFE offering will be conducted in all the provinces of Canada, except Quebec, under the exemption, for aggregate gross proceeds up to $10-million. There is an offering document relating to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors in the LIFE offering should read the offering document before making an investment decision. The securities being offered in the LIFE offering have not been registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States except pursuant to an effective registration statement in the United States, or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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 multichip module using advanced wafer-level semiconductor manufacturing techniques and packaging methods. Poet's Optical Interposer eliminates costly components and labour-intensive assembly, alignment, burn-in 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 (IoT), autonomous vehicles, and high-speed networking for cloud service providers and data centres. Poet is headquartered in Toronto, with operations in Allentown, Pa., Shenzhen, China, and Singapore.

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