Mr. Adrian Brijbassi reports

POET TECHNOLOGIES REFRESHES "AT-THE-MARKET" PUBLIC OFFERING IN THE UNITED STATES

Poet Technologies Inc. has entered into an equity distribution agreement dated Sept. 1, 2023, with Craig-Hallum Capital Group LLC as sales agent, pursuant to which the company has resumed its at-the-market equity offering program in the United States. Pursuant to the ATM program, the company may, at its discretion and from time to time during the term of the equity distribution agreement, issue and sell, through the agent, such number of common shares of the company as would result in aggregate gross proceeds to the company of up to $30-million (U.S.). Sales of the company's common shares, if any, through the agent will be made through at-the-market issuances, including, without limitation, sales made directly on the Nasdaq Stock Market in the United States. The equity distribution agreement will terminate upon the issuance and sale of all of the common shares under the ATM program, unless terminated earlier, with notice, by the company or the agent at any time.

The offer and sale of the common shares under the ATM program will be made by means of a prospectus supplement dated Sept. 1, 2023, to the company's base shelf prospectus dated Aug. 18, 2023, included in the U.S. registration statement on Form F-3, which registration statement was declared effective by the U.S. Securities and Exchange Commission on Aug. 18, 2023. The ATM program continues the company's relationship with Craig-Hallum as agent and succeeds the company's prior at-the-market equity sales program established on June 29, 2023, in Canada and the United States. The prior program was suspended on Aug. 5, 2023, upon the expiry of the company's previous Canadian short form base shelf prospectus dated June 30, 2021, and a related U.S. registration statement on Form F-10, which included the base shelf prospectus, and the applicable equity distribution agreement pertaining to the prior program has been terminated.

The company intends to use the net proceeds from the ATM program, if any, for general working capital purposes related to research and development of its optical engines for transceivers and light source modules for the artificial intelligence market, capital asset purchases, and selling, general and administrative expenses. Since the common shares will be distributed at market prices prevailing at the time of the sale, prices may vary between purchasers and during the period of distribution. The volume and timing of sales, if any, will be determined at the sole discretion of the company's management and in accordance with the terms of the equity distribution agreement.

Prospective investors should read the registration statement and the prospectus and the documents incorporated by reference therein for more complete information about the company and the ATM program, including the proposed use of proceeds thereof, before making any investment decisions. The prospectus will be available on SEDAR+, and the registration statement and the prospectus can be found on EDGAR. Copies of the prospectus may also be obtained by contacting Craig-Hallum, attention: equity capital markets, 222 South 9th St., Suite 350, Minneapolis, Minn., 55402, by telephone at 612-334-6300, or by e-mail at prospectus@chlm.com.

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 chip using advanced wafer-level semiconductor manufacturing techniques and packaging methods. Poet's Optical interposer eliminates costly components and labour-intensive assembly, alignment 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, 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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