POET Technologies Announces Brokered Private Placement of Units

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Jan. 26, 2021 /CNW/ - POET Technologies Inc. ("POET" or the "Company") (TSX Venture: PTK) (OTCQX: POETF), the designer and developer of the POET Optical Interposer™ and Photonic Integrated Circuits (PICs) for the data center and tele-communication markets, is pleased to announce a brokered private placement (the "Placement") led by Cormark Securities Inc. ("Cormark") of up to 11.8 million units (the "Units") at a price of $0.85 per Unit, to raise gross proceeds of up to $10.0 million. Marc Lustig, founder and former Chairman of Origin House has committed to be a lead participant in the Placement.

Suresh Venkatesan, Chairman and CEO of POET Technologies commented: "We are extremely pleased to see this investment led by Marc Lustig, a well-known Canadian entrepreneur and investor. We are happy to have Marc as a supporter at this point in POET's growth plan and the proceeds of this offering will strengthen the Company's balance sheet while streamlining the Company's plans to seek an additional listing for its Common Shares on NASDAQ Capital Market."

Each Unit will consist of one common share of the Company (a "Common Share(s)") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share at a price of $1.15 per Common Share for a period of 24 months following the closing of the Placement. The Warrants are subject to an accelerated expiry if, following the date that is four months and one day after the date of issuance of the Units and prior to the expiry date of the Warrants, the daily volume weighted average trading price of the Shares exceeds $2.30 for ten consecutive trading days. The Placement price of $0.85 per Unit represents a discount of 5.5% of the VWAP (volume weighted average price) of POET's Common Shares on the TSX Venture Exchange ("TSXV") for the 5 trading days ended January 25, 2021.

Closing of the Placement is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSXV. Closing of the Placement is anticipated to occur on or about February 11, 2021.

The securities issued in connection with the private placement will be subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Warrants will not be listed on any exchange.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

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, Singapore and Shenzhen, China. More information may be obtained at www.poet-technologies.com.

This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include the Company's expectations with respect to the success of the Company's product development efforts, the expected results of its operations, meeting revenue targets, and the expectation of continued success in the financing efforts, the capability, functionality, performance and cost of the Company's technology as well as the market acceptance, inclusion and timing of the Company's technology in current and future products.

Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding the success and timing for completion of its development efforts, financing activities, future growth, recruitment of personnel, opening of offices, the form and potential of its joint venture, plans for and completion of projects by the Company's third-party consultants, contractors and partners, availability of capital, and the necessity to incur capital and other expenditures. Actual results could differ materially due to a number of factors, including, without limitation, operational risks in the completion of the Company's anticipated projects, a delay or abandonment of its joint venture, delays in recruitment for its newly opened operation in Shenzhen or changes in plans with respect to the development of the Company's anticipated projects by third-parties, risks affecting the Company's ability to execute projects, the ability of the Company to generate sales for its products, the ability to attract key personnel, and the ability to raise additional capital. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.

Neither 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 release.

SOURCE Poet Technologies Inc.

Shareholder Contact: Shelton Group, Brett L. Perry, [email protected]; Company Contact: Thomas R. Mika, EVP & CFO, [email protected]