POET Technologies Announces Closing of C$6.2 Million Non-Brokered Private Placement of Units and Reports Preliminary Unaudited Fiscal Fourth Quarter and Fiscal Year 2024 Results

TORONTO, Jan. 25, 2024 (GLOBE NEWSWIRE) -- POET Technologies Inc. ("POET" or the "Corporation") (TSXV:PTK, NASDAQ:POET) is pleased to announce the completion of its non-brokered private placement previously announced on December 11, 2023, pursuant to which an aggregate of 5,098,088 units of the Corporation (the "Units") were issued at a price of $1.22 (US$0.90) per Unit for an aggregate gross proceeds of approximately C$6.2 million (US$4.6 million) (the "Offering").

Each Unit is comprised of one common share in the capital of the Corporation (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder thereof to purchase one additional common share of the Corporation (each, a "Warrant Share") at a price of C$1.52 (US$1.12) per Warrant Share for a period of five years following the date of issuance of such Warrant.

The net proceeds of the Offering are expected to be used for general corporate purposes, including revenue expansion and the development and production of photonic modules for AI and related markets. The securities issued pursuant to the Offering will be subject to certain hold periods under Canadian securities laws, if applicable, including the statutory four-month hold period from the date of closing of the Offering. The Offering remains subject to final acceptance of the TSX Venture Exchange ("TSXV"). The Common Shares and Warrant Shares have been conditionally approved for listing on the TSXV, subject to the final acceptance of the TSXV upon satisfaction by the Corporation of standard listing conditions. The Warrants will not be listed on any exchange.

Certain officers and directors of the Corporation have subscribed for an aggregate of 358,583 Units under the Offering for gross proceeds of approximately C$437,471 (US$322,725). Each subscription by an "insider" is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders ("MI 61-101"). The Corporation did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and participation therein by each "related party" of the Corporation were not settled until shortly prior to the closing of the Offering and the Corporation wishes to close the Offering on an expedited basis for sound business reasons. The Corporation is exempt from the formal valuation requirement under section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization. Additionally, the Corporation is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Corporation's market capitalization.