Mr. Thomas Mika reports

POET TECHNOLOGIES ANNOUNCES INTENTION TO AMEND WARRANT TERMS

Poet Technologies Inc. intends to amend the terms of 563,317 common share purchase warrants of the corporation that were issued pursuant to a private placement that closed on Dec. 2, 2022. Each warrant is currently exercisable by the holder thereof to acquire one common share of the corporation at an exercise price of $4.95 ($3.61 (U.S.)) per common share until Dec. 2, 2025. The purpose of the proposed amendments is to: (i) reduce the exercise price of the warrants from $4.95 ($3.61 (U.S.)) to $1.80 ($1.33 (U.S.)) per common share; and (ii) add an acceleration clause (as defined herein) to comply with the requirements of the TSX Venture Exchange.

Warrantholder approval

In accordance with the terms of the warrants and the policies of the exchange, the corporation must obtain the consent of all holders of warrants in order to give effect to the amendments. Therefore, in order to give effect to the amendments, the corporation will be promptly seeking the written consent of all holders of warrants to such amendments.

Upon the amendments becoming effective, each warrant will be exercisable until 5 p.m. (Toronto time) on Dec. 2, 2025, at an exercise price of $1.80 ($1.33 (U.S.)) per common share. The corporation will provide a further announcement when the consent process is complete and the amendments have become effective.

In addition, as required by the policies of the exchange, an acceleration clause will be added to the warrants such that, if for any 10 consecutive trading days during the unexpired term of the warrants, the closing price of the common shares on the exchange is equal to or greater than $2.16, the expiry date will be accelerated to 30 calendar days. The corporation will announce any such accelerated expiry date of the warrants by news release. All other terms and conditions of the warrants remain the same. The amended warrant terms remain subject to the final acceptance of the exchange.

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, Pa., Shenzhen, China, and Singapore.

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