Dr. Suresh Venkatesan reports

POET COMPLETES ACQUISITION OF SUPER PHOTONICS XIAMEN

Poet Technologies Inc. has completed its previously announced acquisition of control of Super Photonics Integrated Circuit Xiamen Co., Ltd. (SPX), the company jointly held by and previously operated as a joint venture between the company and Quanzhou San'an Optical Communication Technology Co., Ltd. (SAIC, or Sanan). The company has today acquired all of the outstanding minority equity interests of SPX not already owned by the company from SAIC, thus securing the company's 100-per-cent ownership of SPX.

The SPX operation complements the company's recently announced agreements with Globetronics Manufacturing Sdn. Bhd. (GMSB), to manufacture optical engines for Poet in Penang, Malaysia. The combined production capacity of the two assembly and test operations will exceed one million optical engines per year, all dedicated to the 800G and higher-speed transceivers required for AI (artificial intelligence) clusters. Poet intends to continue the assembly of optical engines at SPX within the cleanrooms leased from SAIC until such time as the company decides on another location for the operation. Poet also intends to change the company name to identify it as a subsidiary of Poet and may eventually merge operations with its existing wholly owned foreign enterprise (WOFE), Poet Optoelectronics Shenzhen Co. Ltd.

"We are delighted to have concluded the acquisition of the equity held by Sanan and the equipment formerly leased to SPX by Sanan in a manner that has maintained our good relationship," commented Dr. Suresh Venkatesan, chairman and chief executive officer of Poet. "We can now present one face to our customers in China, exercise full control over company operations, benefit from a consolidation of SPX financial results with Poet and fully implement our China Plus One strategy."

The acquisition was completed pursuant to the terms of an equity transfer agreement dated Dec. 31, 2024, between the company and Sanan, providing for the transfer of Sanan's 24.8-per-cent equity position in SPX to Poet at closing for total consideration of $6.5-million (U.S.) to be paid over a period of five years, with the first and smallest payment due on Oct. 31, 2025. Annual payments increase year by year over the five-year term, with the last payment due on Oct. 31, 2029. The company also provided to Sanan the option over the term, subject to certain conditions and notice, to convert any portion of the purchase price into common shares of the company at a deemed issue price per common shares to be determined at the time of conversion, which shall be equal to the greater of: (i) the prior 30-day volume-weighted average trading price of the common shares on the Nasdaq Stock Market for the period ending immediately prior to the conversion date; or (ii) the closing price of the common shares on Nasdaq on the date immediately preceding the applicable conversion date. Any common shares of Poet that may be issued pursuant to the conversion election under the equity transfer agreement will be subject to a statutory hold period under applicable Canadian securities laws.

Concurrently with the completion of the acquisition, the company has entered into an equipment purchase agreement with Sanan dated Dec. 31, 2024, pursuant to which the company agreed to acquire all of the production equipment previously procured by Sanan and leased to SPX for a total of $3.8-million (U.S.) in cash consideration, representing the original purchase price minus the lease payments made by SPX to Sanan. The purchase price will be satisfied in four equal instalments of $950,000 (U.S.), the first of which was paid today, Dec. 31, 2024, with the remaining three instalments due at the end of each of the next three quarters. The purchase price payable under the equipment purchase agreement is not convertible into common shares. Copies of the equity transfer agreement and the equipment purchase agreement are available on SEDAR+ under the company's issuer profile. The transactions contemplated by the equity transfer agreement and equipment purchase agreement remain subject to the final approval of the TSX Venture Exchange.

About Poet Technologies Inc.

Poet is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centres. 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 centres, 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 in 5G networks, machine-to-machine communication, self-contained edge computing applications and sensing applications (such as lidar systems for autonomous vehicles). Poet is headquartered in Toronto, Canada, with operations in Allentown, Pa.; Shenzhen, China; and Singapore.

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