PTK POET Technologies Inc

POET Technologies Inc. ("POET" or the "Corporation") (TSXV: PTK; NASDAQ: POET), the designer and developer of the POET Optical Interposer™, Photonic Integrated Circuits (PICs) and light sources for the data center, tele-communication and artificial intelligence markets, today announces its intention to complete a registered direct offering pursuant to which the Corporation expects to issue 5,555,556 common shares (the "Common Shares") and warrants exercisable for 2,777,778 Common Shares (the "Warrant" and, together with the Common Shares, the "Offered Securities"). The combined price of one Common Share and the accompanying Warrant in respect of one-half Common Share will be US$4.50 (or approximately C$6.29), to raise aggregate gross proceeds to the Corporation of US$25,000,002 (the "Offering"). The Warrant will be exercisable at an exercise price of US$6.00 (or approximately C$8.39) per Common Share for a period of five years from the date of issuance.

The Corporation anticipates using the net proceeds of the Offering for working capital related to its recently announced intention to expand assembly operations into Malaysia and for other corporate purposes. It is anticipated that the Offering will close on or about December 3, 2024.

The Offering will be made by way of a prospectus supplement to the short form base shelf prospectus of the Corporation dated September 6, 2024 (the "Base Shelf Prospectus") which will be prepared and filed by the Corporation with the securities regulatory authorities in each of the provinces and territories of Canada prior to the closing of the Offering, and will be filed with the U.S. Securities and Exchange Commission pursuant to the Corporation's U.S. registration statement on Form F-10 (Registration No. 333-28055, which includes the Base Shelf Prospectus and was declared effective by the United States Securities and Exchange Commission on September 10, 2024. The Offering is expected to be made to a single institutional investor that qualifies as an "accredited investor" under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

The consummation of the Offering remains subject to the receipt of regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange"), and other customary closing conditions. No commission or finder's fee will be paid in connection with the Offering.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About POET Technologies Inc.

POET is a design and development company offering high-speed optical engines, light source products and custom optical modules to the artificial intelligence systems market and to hyperscale data centers.  POET's photonic integration solutions are based on the POET Optical Interposer™, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET's Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems.  POET's Optical Interposer platform also solves device integration challenges across a broad range of communication, computing and sensing applications.  POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore.  More information about POET is available on our website at www.poet-technologies.com.

Media Relations Contact:Adrian Brijbassiadrian.brijbassi@poet-technologies.com	Company Contact:Thomas R. Mika, EVP & CFOtm@poet-technologies.com

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include, without limitation, the Corporation's expectations with respect to consummation of the Offering, its products, the scalability of the POET Optical Interposer and the success of the Corporation's products, the Corporation's ability satisfy all closing conditions and close the Offering within the announced timeline, the Corporation's use of proceeds for the Offering and the Corporation's ability to obtain the final approval of the Exchange. Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding the size of the market for its products, the capability of its joint venture to produce products on time and at the expected costs, the performance and availability of certain components, and the success of its customers in achieving market penetration for their products. Actual results could differ materially due to a number of factors, including, without limitation, the attractiveness of the Corporation's product offerings, performance of its technology, the performance of key components, and ability of its customers to sell their products into the market. For further information concerning these and other risks and uncertainties, refer to the Corporation's filings on SEDAR+ at www.sedarplus.ca and on the website of the U.S. Securities and Exchange Commission at www.sec.gov. Although the Corporation believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Corporation's securities should not place undue reliance on forward-looking statements because the Corporation can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Corporation assumes no obligation to update or revise this forward-looking information and statements except as required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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