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Poet Technologies Inc
Symbol PTK
Shares Issued 181,630,928
Close 2015-06-12 C$ 1.55
Market Cap C$ 281,527,938
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Poet appoints Venkatesan, Warrior as directors

2015-06-15 08:43 ET - News Release

Mr. Michel Lafrance reports

POET TECHNOLOGIES ANNOUNCES THE RESULTS OF ITS ANNUAL MEETING OF SHAREHOLDERS AND THE APPOINTMENT OF NEW DIRECTORS

Poet Technologies Inc. has released the results of its annual meeting of shareholders and subsequent meeting of directors held on June 12, 2015. Following the meeting of shareholders, the board of directors increased the number of directors from eight to 10 and appointed Dr. Suresh Venkatesan, the chief executive officer of the company, and Mohandas Warrior to fill the vacancies created by the increase.

Mr. Warrior has been president and chief executive officer of Alfalight Inc. since February, 2004. Alfalight Inc. is a GaAs-based high-power diode laser manufacturing company with headquarters in Madison, Wis. Alfalight serves military, telecom and industrial customers. Mr. Warrior restarted the company in 2004 and established Alfalight as a leading provider of high-powered laser diode solutions in both commercial and defence segments. The company successfully sold the commercial business in 2013. Mr. Warrior continues to run the retained defence and security segments of Alfalight which is now focused on providing solid-state laser systems for targeting, tracking and illumination applications to the United States military. Under Mr. Warrior's leadership, Alfalight has grown profitably and is anticipating a value-added M&A transaction during 2015. Prior to joining Alfalight, Mr. Warrior's career included 15 years at Motorola Semiconductors (now Freescale) where he led the test and assembly operations, a group of 3,500 employees, in the U.S., Scotland and Korea.

Dr. Venkatesan commented: "I am very pleased to see Mohan join our board. He brings a new dimension to the board with his unique GaAs foundry experience serving commercial and defence markets for high-powered laser diode solutions. He is the latest addition to our world-class technical team on the board of directors that we have assembled over the past six months. We look forward to working with Mohan and the board as we continue the drive from lab to fab as part of our monetization strategy."

Mr. Warrior earned a BTech in chemical engineering from IIT Delhi, an MS in chemical engineering from Syracuse University and an MBA from the Kellogg School of Management at Northwestern University.

Annual meeting of shareholders held on June 12, 2015

At the annual meeting of shareholders, the shareholders approved the following items:

  • The re-election of all of the directors of the company as recommended by management;
  • The reappointment of Marcum LLP of New Haven, Conn., as auditor of the company for the ensuing year;
  • The amendment of the company's stock option plan (with all interested parties abstaining from voting) to:
    1. Increase the maximum number of common shares reserved for issuance under the plan to 36,326,000, being slightly less than 20 per cent of the outstanding shares of the company;
    2. To change the maximum time allowable for the exercise of vested options following the date an officer or director ceases to be in that role from 180 days to one year;
  • Authorizing, subject to regulatory approval, the filing of articles of amendment to consolidate the company's common shares on the basis of one new share for a maximum of every three shares of the company issued and outstanding and change the name of the company to Poet Technologies Corp.

Notwithstanding approval of the proposed consolidation by shareholders, the board, in its sole discretion, may revoke the special resolution and abandon the consolidation without further approval or action by or prior notice to shareholders. The board has not yet determined whether it will in fact complete the consolidation or, if there is a consolidation, the ratio will be in the maximum amount authorized.

Option grant

At the board meeting, incentive stock options were granted under the company's stock option plan, to certain directors, officers, key consultants and employees of the company to purchase up to an aggregate of 1,563,000 common shares, representing 0.86 per cent of the outstanding shares of the company.

Of these options, 9.1 per cent were granted to key employees who are the technical staff related to the Poet effort, 7.7 per cent to the company's officers, 51.2 per cent to the non-officer directors and 32 per cent to directors who are also officers. The stock options are exercisable at a price of $1.54 per share and expire June 12, 2020. The options will vest and be exercisable on the basis of 25 per cent on the six-month anniversary of the date of grant and 25 per cent every six months thereafter.

The options were granted subject to provisions of the company's stock option plan which was approved by shareholders on June 12, 2014, and are subject to the TSX Venture Exchange policies and applicable securities laws. There are currently 181,795,928 shares issued and outstanding and 14,195,082 stock options outstanding. For further details on the company's share capital, refer to the company's financial statements and the MD&A for the three months ended April 30, 2015, which were recently filed on SEDAR.

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