POET Technologies Inc (POET) Announces 5M Unit Offering at $5/sh

POET Technologies Inc. (NASDAQ: POET), a leader in the design and implementation of highly-integrated optical engines and light sources for artificial intelligence networks today announces its intention to complete a non-brokered public offering of 5,000,000 units of the Corporation (the "Units") at a price of US$5.00 per Unit (the "Issue Price") for aggregate gross proceeds to the Corporation of US$25 million (the "Offering"). Each Unit will be comprised of one common share of the Corporation (each, a "Common Share") and one common share purchase warrant of the Corporation (each, a "Warrant"), with each Warrant being exercisable to acquire one Common Share at a price of C$8.32 for a period of five years from the date of issuance.

The Issue Price represents a premium of approximately 21.8% over the closing price of the Common Shares on the TSX Venture Exchange on Friday, April 25, 2025. The Corporation anticipates using the net proceeds of the Offering for working capital and general corporate purposes.

The Offering will be made by way of a prospectus supplement (the "Prospectus Supplement") to the short form base shelf prospectus of the Corporation dated September 6, 2024, which Prospectus Supplement will be prepared and filed by the Corporation prior to the closing of the Offering with the securities regulatory authorities in each of the provinces and territories of Canada, as well as with the U.S. Securities and Exchange Commission as part of the Corporation's U.S. registration statement on Form F-10 ("Form F-10") (Registration No. 333-280553) under the U.S.-Canada Multijurisdictional Disclosure System, with such additions thereto and deletions therefrom as may be permitted or required by Form F-10. The Offering is expected to be fully subscribed by a single institutional investor in Canada that qualifies as an "accredited investor" under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

The consummation of the Offering remains subject to the receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange"), and the satisfaction of other customary closing conditions. No commission or finder's fee will be paid in connection with the Offering.

The Corporation had announced the terms of a similar offering on December 12, 2024. However, the Corporation decided to postpone such offering in order to prioritize the completion of its previously announced acquisition of Quanzhou San'an Optical Communication Technology Co., Ltd.'s 24.8% interest in Super Photonics Integrated Circuit Xiamen Co., Ltd. ("SPX") and meet key milestones related to establishing assembly and manufacturing capabilities in Malaysia. With the SPX acquisition now complete and the Malaysia expansion well underway, the Corporation and the investor have agreed to revised offering terms and anticipate completing the Offering on or about May 15, 2025. With an already robust cash position, the completion of the current offering will be used to further establish the Corporation as a leading supplier of optical engines and light sources that power connectivity in artificial intelligence systems and networks.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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