POET Technologies Confirms C$12.5 Million Public Offering of Units

SAN JOSE, CALIFORNIA--(Marketwired - Oct. 28, 2016) - POET Technologies Inc. (the "Company" or "POET") (OTCQX:POETF)(TSX VENTURE:PTK), further to its news release of October 27, 2016, today announced that it has entered into a placement agency agreement (the "Agency Agreement") with a syndicate of agents led by Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, as lead agent and lead book-running manager (and sole agent in the United States) and Cormark Securities Inc. as lead manager in Canada under which the agents have agreed to arrange for purchasers, on a best efforts basis, of up to 34,800,000 units of the Company ("Units") with each Unit comprised of one common share of the Company (each a "Share") and one common share purchase warrant (each a "Warrant"), at a price of C$0.36 per Unit, to raise aggregate gross proceeds of up to C$12,528,000 million (the "Offering"). Each Warrant will be exercisable by the holder thereof to acquire one additional Share at a price of C$0.52 per Share for a period of 60 months following the closing of the Offering.

The Company intends to use the net proceeds from the offering for general corporate purposes, which may include, among other things, increasing working capital, research and development, further product and sales development, as well as potential business or intellectual property acquisitions in support of strategic growth.

The Company has filed in all of the provinces of Canada (other than Quebec) a prospectus supplement ("Prospectus Supplement") to its Canadian short form base shelf prospectus and is filing the Prospectus Supplement as part of its U.S. registration statement on Form F-10. The Offering is expected to close on or about November 2, 2016 and will be subject to a number of customary conditions, including that of the TSX Venture Exchange.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, Units, Shares or Warrants in any state or province in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the securities laws of any such state, province, or other jurisdiction. No offers will be made, nor any orders accepted from any person in the United States which does not qualify as an "institutional investor" under the securities laws and regulations of their state of residence. In Canada, both institutional and retail orders may be accepted, subject to availability.