POET POET Technologies Inc

POET Technologies Inc. ("POET" or the "Corporation") (TSXV: PTK; NASDAQ: POET) is pleased to announce that it is undertaking a non-brokered private placement of up to 1,798,561 units of the Corporation (the "Units") at a price of C$3.81 (US$2.78) per Unit, for aggregate gross proceeds of up to approximately C$6.85 million (US$5.0 million) (the "Offering"). Each Unit will be comprised of one common share of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional Common Share at a price of C$4.95 (US$3.61) per Common Share for a period of three years following the closing date of the Offering. The net proceeds of the Offering are expected to be used for general corporate purposes.

In connection with the Offering, the Corporation has entered into binding subscription agreements with certain investors representing expected subscription proceeds totaling approximately C$3.75 million (US$2.73 million). The Corporation is in discussions with other potential investors and may accept further subscriptions from other investors up to a total, when combined with the existing C$3.75 million committed subscriptions, of approximately C$6.85 million (US$5.0 million).

The closing of the Offering is expected to take place on or around December 2, 2022. Closing of the Offering is subject to the satisfaction or waiver of a number of customary closing conditions, including the approval of the TSX Venture Exchange ("TSXV"). The securities issued pursuant to the Offering will be subject to applicable hold periods, including the statutory four month hold period from the date of closing of the Offering. In connection with the closing, the Corporation may pay cash commissions and or finder's fees to certain finders in respect of subscriptions received from certain investors in connection with the Offering, subject to entering into customary arrangements with such finders and subject to the approval of the TSXV. Further information with respect to any such commissions or fees will be provided at the time of closing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. No securities may be offered or sold in the United States or in any other jurisdiction in which such offer or sale would be unlawful absent registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom or qualification under the securities laws of such other jurisdiction or an exemption therefrom.

About POET Technologies Inc.

POET Technologies 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 multi-chip module using advanced wafer-level semiconductor manufacturing techniques and packaging methods. POET's Optical Interposer eliminates costly components and labor-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 centers. POET is headquartered in Toronto, with operations in Allentown, PA, Shenzhen, China and Singapore. More information may be obtained at www.poet-technologies.com.

Shareholder Contact: Shelton GroupBrett L. Perrysheltonir@sheltongroup.com	Company Contact: Thomas R. Mika, EVP & CFOtm@poet-technologies.com

Cautionary Note Regarding Forward-Looking Information

Certain statements contained in this news release may be deemed "forward‐looking statements" within the meaning of applicable Canadian securities laws. These forward‐looking statements, by their nature, require POET to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Information contained in forward‐looking statements, including with respect to the expected size of the Offering, the use of proceeds of the Offering, the jurisdictions in which the Units will be offered or sold, the number of Units offered or sold, the ability of POET to close the Offering on terms announced (if at all), the timing and ability of POET to satisfy the customary listing conditions of the TSX Venture Exchange (if at all), is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. POET considers its assumptions to be reasonable based on information currently available, but cautions the reader that their assumptions regarding future events, many of which are beyond the control of POET, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect POET, and its business.

For additional information with respect to these and other factors and assumptions underlying the forward‐looking statements made in this news release concerning POET, see the annual report Form 20-F for the year ended December 31, 2021 filed on April 26, 2022, which is available electronically under POET's issuer profile on SEDAR (www.sedar.com) and EDGAR (www.sec.gov). The forward‐looking statements set forth herein concerning POET reflect management's expectations as at the date of this news release and are subject to change after such date. POET disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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