POET Technologies Announces Intention to Amend Warrant Terms

Toronto, Ontario, December 22, 2022 – 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 1,764,720 common share purchase warrants of the Corporation (the "Warrants") that were issued pursuant to a private placement that closed on February 11, 2021 (the "Private Placement"). After giving effect to the Consolidation, the Warrants currently have an exercise price of C$11.50 per common share (each, a "Common Share") and will expire on February 11, 2023. The purpose of the proposed amendments (collectively, the "Amendments") is to (i) reduce the exercise price of the Warrants from C$11.50 to C$4.25 per Common Share, (ii) extend the expiry date of the Warrants from February 11, 2023 to May 11, 2023, and (iii) amend the Acceleration Clause (as defined herein) to comply with the requirements of the TSX Venture Exchange (the "Exchange").

Following the closing of the Private Placement in 2021, the Corporation completed a consolidation of its issued and outstanding Common Shares on the basis of 1 post-consolidation common share for every 10 pre-consolidation common shares (the "Consolidation"). Accordingly, the number of outstanding Warrants were consolidated on the basis of 1 post-Consolidation Warrant for every 10 pre-Consolidation Warrants and, in accordance with the terms of the warrant indenture, the exercise price of the Warrants was adjusted such that each post-Consolidation Warrant entitles the holder thereof to purchase one Common Share at a price of C$11.50 per Common Share during the unexpired term of the Warrants.

Warrantholder Approval

In accordance with the terms of the warrant indenture under which the Warrants were issued, the Amendments must be approved by the holders of not less than 66 2/3 percent of the outstanding Warrants. Therefore, in order to give effect to the Amendments, the Corporation will be promptly seeking the written consent of the holders of Warrants to such Amendments.

Upon the Amendments becoming effective, each Warrant will be exercisable until 5:00 p.m. (Toronto time) on May 11, 2023 at an exercise price of C$4.25 per Common Share. In addition, the Warrants will be subject to an amended clause whereby, 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$4.89, 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.