Mr. Adrian Brijbassi reports

POET TECHNOLOGIES ANNOUNCES UPSIZE AND AMENDMENTS TO PREVIOUSLY ANNOUNCED OFFERING

Further to the news release dated April 28, 2025, in response to significant interest from a strategic investor and to allow for a more timely execution, Poet Technologies Inc. has proposed to amend the terms of its previously announced non-brokered public offering to, among other things, increase the offering size to $30-million (U.S.) and make certain ancillary revisions to the offering structure, which will be conducted as a non-brokered private placement. The offering price (as defined herein) remains unchanged and represents a premium to the prevailing market price of the common shares on the TSX Venture Exchange.

In the revised offering, the corporation expects to issue six million common shares of the corporation and one common share purchase warrant exercisable to acquire up to six million common shares at a price of $8.32 per warrant share for a period of five years from the date of issue. The combined price of one common share and the warrant (in respect of one common share) will be equal to $5 (U.S.).

The corporation intends to use the net proceeds of the offering for working capital and general corporate purposes. No commission or finder's fee will be paid by the corporation, and no underwriter or sales agent will be engaged by the corporation in connection with the offering. The corporation expects to complete the offering on or about May 22, 2025.

All common shares and warrants issued under the offering are expected to be distributed outside of Canada in reliance on Ontario Securities Commission Rule 72-503 (Distributions Outside of Canada), and, accordingly, all common shares, warrants and warrant shares issued under the offering will not be subject to a Canadian statutory hold period in accordance with applicable Canadian securities laws. The offering remains subject to the final acceptance of the exchange.

About Poet Technologies Inc.

Poet is a design and development company offering high-speed optical engines, light source products and custom optical modules to the artificial intelligence system 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 (800 G, 1.6 T 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 across a broad range of communication, computing and sensing applications. Poet is headquartered in Toronto, Canada, with operations in Singapore, Penang, Malaysia, and Shenzhen, China.

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