POET Technologies Announces Intention to Amend Warrant Terms

TORONTO, March 22, 2024 (GLOBE NEWSWIRE) -- POET Technologies Inc. ("POET" or the "Corporation") (TSXV: PTK; NASDAQ: POET), the designer and developer of the POET Optical Interposer, Photonic Integrated Circuits (PICs) and light sources for the data center, tele-communication and artificial intelligence markets, announced today, that it intends to amend the terms of 563,317 common share purchase warrants of the Corporation (the "Warrants") that were issued pursuant to a private placement that closed on December 2, 2022 (the "Private Placement"). Each Warrant is currently exercisable by the holder thereof to acquire one common share of the Corporation (each, a "Common Share") at an exercise price of C$4.95 (US$3.61) per Common Share until December 2, 2025. The purpose of the proposed amendments (collectively, the "Amendments") is to (i) reduce the exercise price of the Warrants from C$4.95 (US$3.61) to C$1.80 (US$1.33) per Common Share, and (ii) add an Acceleration Clause (as defined herein) to comply with the requirements of the TSX Venture Exchange (the "Exchange").

Warrantholder Approval

In accordance with the terms of the Warrants and the policies of the Exchange, the Corporation must obtain the consent of all holders of Warrants in order to give effect to the Amendments. Therefore, in order to give effect to the Amendments, the Corporation will be promptly seeking the written consent of all holders of Warrants to such Amendments.

Upon the Amendments becoming effective, each Warrant will be exercisable until 5:00 p.m. (Toronto time) on December 2, 2025, at an exercise price of C$1.80 (US$1.33) per Common Share. The Corporation will provide a further announcement when the consent process is complete and the Amendments have become effective.

In addition, as required by the policies of the Exchange, an acceleration clause will be added to the Warrants such that, if for any 10 consecutive trading days during the unexpired term of the Warrants, the closing price of the Common Shares on the Exchange is equal to or greater than C$2.16, the expiry date will be accelerated to 30 calendar days (the "Acceleration Clause"). The Corporation will announce any such accelerated expiry date of the Warrants by news release. All other terms and conditions of the Warrants remain the same. The amended warrant terms remain subject to the final acceptance of the Exchange.