Mr. Thomas Mika reports

POET TECHNOLOGIES ANNOUNCES CLOSING OF C$6.2 MILLION NON-BROKERED PRIVATE PLACEMENT OF UNITS AND REPORTS PRELIMINARY UNAUDITED FISCAL FOURTH QUARTER AND FISCAL YEAR 2024 RESULTS

Poet Technologies Inc. has completed its non-brokered private placement previously announced on Dec. 11, 2023, pursuant to which an aggregate of 5,098,088 units of the corporation were issued at a price of $1.22 (90 U.S. cents) per unit for aggregate gross proceeds of approximately $6.2-million ($4.6-million (U.S.)).

Each unit comprises one common share in the capital of the corporation and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one additional common share of the corporation at a price of $1.52 ($1.12 (U.S.)) per warrant share for a period of five years following the date of issuance of such warrant.

The net proceeds of the offering are expected to be used for general corporate purposes, including revenue expansion and the development and production of photonic modules for AI and related markets. The securities issued pursuant to the offering will be subject to certain hold periods under Canadian securities laws, if applicable, including the statutory four-month hold period from the date of closing of the offering. The offering remains subject to final acceptance of the TSX Venture Exchange. The common shares and warrant shares have been conditionally approved for listing on the TSX-V, subject to the final acceptance of the TSX-V upon satisfaction by the corporation of standard listing conditions. The warrants will not be listed on any exchange. Certain officers and directors of the corporation have subscribed for an aggregate of 358,583 units under the offering for gross proceeds of approximately $437,471 ($322,725 (U.S.)). Each subscription by an "insider" is considered to be a related party transaction for the purposes of Multilateral Instrument 61-101 -- Protection of Minority Security Holders. The corporation did not file a material change report more than 21 days before the expected closing date of the offering as the details of the Offering and participation therein by each related party of the corporation were not settled until shortly prior to the closing of the offering and the corporation wishes to close the offering on an expedited basis for sound business reasons. The corporation is exempt from the formal valuation requirement under Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the corporation's market capitalization. Additionally, the corporation is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25 per cent of the corporation's market capitalization.

In connection with the offering, the corporation will pay an aggregate cash finders' fee of $43,829 to GloRes Securities Inc. and World Source Securities Inc.

Preliminary financial update

The corporation is providing preliminary financial data in advance of its expected annual reporting on or before March 30, 2024.

Preliminary financial data on an unaudited basis as of Dec. 31, 2023, are as follows (all amounts are approximate and stated in U.S. dollars):

As of Dec. 31, 2023  
Cash and cash equivalents      $3,000,000     
Working capital                  $600,000     

Preliminary financial data on an unaudited basis for the three and 12 months ended Dec. 31, 2023, are as follows (all amounts are approximate and stated in U.S. dollars):

              Three months   Twelve months  
Revenues      $    110,000   $     470,000  
Expenses (1)  $ (5,570,000)  $ (20,770,000)
Net (loss)    $ (5,460,000)  $ (20,300,000)

(1) Three-month and 12-month expenses 
include non-cash expenses of $1.7-million 
and $6.2-million, respectively.

At-the-market quarterly update

During the fiscal quarter ended Dec. 31, 2023, the corporation did not issue any shares in its previously announced United States-only at-the-market offering program that was established pursuant to an equity distribution agreement dated Sept. 1, 2023, between the corporation and Craig-Hallum Capital Group LLC and the prospectus supplement dated Sept. 1, 2023, to the corporation's base prospectus dated Aug. 18, 2023, that was included in the corporation's U.S. registration statement on Form F-3 (File No. 333-273853), which registration statement was declared effective by the United States Securities and Exchange Commission on Aug. 18, 2023.

Other updates

Further to the corporation's news release on Dec. 4, 2023, announcing the closing of a $1.6-million (U.S.) public offering of common shares and warrants in the United States, in connection with that closing, the corporation paid a cash commission of $112,518 (U.S.), being 7 per cent of the gross proceeds of the public offering, to Maxim Group LLC, which acted as agent in respect of that offering.

About Poet Technologies Inc.

Poet 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 (AI), 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, Penn., Shenzhen, China, and Singapore.

We seek Safe Harbor.