Mr. Robert Ferri reports

POET TECHNOLOGIES TO ACQUIRE BB PHOTONICS

Poet Technologies Inc. has signed a definitive agreement to acquire all the shares of BB Photonics Inc., a private designer of integrated photonic solutions for the data communications market. Upon completion of this transaction, which is subject to applicable regulatory reviews and approvals, including approval of the TSX Venture Exchange, Poet will own 100 per cent of BB Photonics and its assets, including intellectual property and technologies, and there will be no liabilities assumed on closing.

BB Photonics, a prerevenue, New Jersey-based privately held photonics company, currently develops photonic integrated components for the data centre market utilizing a platform technology approach using embedded dielectric technology that is intended to enable on-chip athermal wavelength control and lower the total solution cost of data centre photonic-integrated circuits.

This strategic acquisition of BB Photonics will provide Poet with additional differentiated intellectual property and know-how for future product development at its facilities in Singapore recently acquired through the DenseLight transaction. Collectively this will enable Poet to better service the end-to-end data communications market and additionally augment its sensing road map.

"The acquisition of BB Photonics helps bolster our intellectual property and know-how in integrated photonic solutions and enables broad applications through its unique performance and cost capabilities. It is anticipated that these factors will allow us to expand, accelerate and complement our current road map," said Dr. Suresh Venkatesan, Poet's chief executive officer. "This is another synergistic and timely acquisition for us as we focus on providing our existing and future customers a broader range of differentiated photonics technologies."

"BB Photonics is excited to be part of Poet Technologies and to enable athermal multiwavelength photonic integration in high-speed indium phosphide devices," said Bill Ring, chief executive officer of BB Photonics. "We look forward to working closely with Poet and DenseLight to bring our differentiated intellectual property to market and deliver meaningful shareholder value."

Terms and structure of the transaction

Poet will acquire 100 per cent of the shares of BB Photonics from its shareholders in consideration of the issuance of approximately two million common shares from Poet's treasury in this stock-only transaction, subject to adjustment based on the increase or decrease in the U.S.-dollar/Canadian-dollar exchange rate before closing, which is expected to take place no later than 30 days following the date of the agreement.

The issuance of the Poet shares is subject to compliance with all United States and Canadian federal and state or provincial securities laws and regulations, and the rules of the TSX Venture Exchange. The Poet shares will be restricted and subject to resale restrictions as established by the TSX Venture Exchange and U.S. securities laws. The management shareholders of BB Photonics have agreed not to sell, transfer, pledge or otherwise dispose of the Poet shares for a period of six months, at which time such shareholders may each sell up to 25 per cent of the Poet shares received by them. The management shareholders may sell an additional 25 per cent of the Poet shares received by them after 12 months. Thereafter, the management shareholders shall be able to sell the remaining shares after 24 months from closing. The non-management shareholders of BB may sell Poet shares at various times and in various amounts at four-, six- and 12-month periods following issuance.

We seek Safe Harbor.