Mr. Thomas Mika reports

POET TECHNOLOGIES ANNOUNCES PRICING OF US$1.4 MILLION UNDERWRITTEN PUBLIC OFFERING OF COMMON SHARES AND WARRANTS

Poet Technologies Inc. has priced its previously announced underwritten public offering in the United States. The offering consists of 1.6 million common shares of the company and warrants to purchase 1.6 million common shares of the company at a public offering price of 90 U.S. cents ($1.22) per common share and accompanying warrant. Each warrant is exercisable at an exercise price of $1.12 (U.S.) ($1.52) per common share for a period of five years from issuance. Gross proceeds from the offering are expected to be approximately $1.4-million (U.S.) ($1.9-million) before deducting underwriting discounts, commissions and estimated offering expenses, and without giving effect to the exercise, if any, of the overallotment option described below.

Maxim Group LLC is acting as sole book-running manager for the offering.

Poet currently intends to use the net proceeds from the offering for general working capital purposes, including revenue expansion, and the development and production of photonic modules for AI (artificial intelligence) and related markets. In addition, Poet has granted the underwriter a 45-day option to purchase up to an additional 240,000 common shares and/or 240,000 warrants at the public offering price in any combination, less underwriting discounts and commissions. The offering is expected to close on or about Dec. 4, 2023, subject to the satisfaction of customary closing conditions. The company is not completing its previously announced Canadian LIFE offering at this time.

The offering is being made pursuant to an effective shelf registration statement on Form F-3 (file No. 333-273853) previously filed with the United States Securities and Exchange Commission (SEC) on Aug. 9, 2023, and declared effective on Aug. 18, 2023. The securities in the 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 offering, have been filed with the SEC, form a part of the effective registration statement and are available on the SEC's website. A final prospectus supplement will be filed with the SEC. When available, copies of the final prospectus supplement and accompanying prospectus relating to the offering may also be obtained by contacting Maxim Group LLC at 300 Park Ave., 16th floor, 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 offering.

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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