POET Technologies Announces Public Offering of Units

SAN JOSE, CALIFORNIA--(Marketwired - Oct. 27, 2016) - POET Technologies Inc. (the "Company" or "POET") (OTCQX: POETF; TSX Venture: PTK), a developer of opto-electronics fabrication processes for the semiconductor industry, today announced that it intends to file in both Canada and the United States a prospectus supplement (the "Prospectus Supplement") to its Canadian short form base shelf prospectus dated October 6, 2016, included as part of its U.S. registration statement on Form F-10, in connection with a public offering (the "Offering"), of units of the Company ("Units"), with each Unit comprised of one common share of the Company (each a "Share") and one (1) common share purchase warrant (each a "Warrant"), at a price of C$0.36 per Unit. 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 Offering is expected to be effected on a best efforts agency basis in all of the provinces of Canada, other than Quebec, and the United States pursuant to the multijurisdictional disclosure system. The number of Units to be distributed will be determined in the context of the market prior to the filing of the Prospectus Supplement and entry into of the placement agency agreement in respect of the Offering (the "Agency Agreement"). The Offering is expected to close on or about November 2, 2016 and will be subject to a number of customary conditions.

Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, is acting as lead agent and lead book-running manager for the Offering (and sole agent in the United States) and Cormark Securities Inc. is acting as lead manager for the Offering in Canada.

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 Offering is being conducted pursuant to a short-form base shelf prospectus previously filed and receipted with the securities regulatory authorities in all of the provinces of Canada (other than Quebec) and a registration statement (which includes the short-form base shelf prospectus) filed with the United States Securities and Exchange Commission (the "SEC"). Prospective investors should read in its entirety the prospectus (and the applicable prospectus supplement when filed) and the other documents that POET has filed on SEDAR and with the SEC for more complete information about the Company and the offering. Once filed, the Prospectus Supplement (and any marketing materials) relating to the offering will be available free of charge on the SEDAR website at www.sedar.com, on the SEC's website at www.sec.gov and on the Company's website at www.poet-technologies.com and electronic copies may also be obtained from the offices of H.C. Wainwright & Co., LLC at 430 Park Avenue, 4th Floor, New York, New York 10022 or by emailing placements@hcwco.com. The Offering is only being made only by means of the short-form base shelf prospectus and the Prospectus Supplement.