POET Technologies Inc.

form20-f.htm
20-F
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03/31/2025 07:37 PM
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
For the transition period from                  to
Commission file number: 001-41319
POET TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
Ontario, Canada
(Jurisdiction of incorporation or organization)
1107 – 120 Eglinton Avenue East
Toronto, Ontario, M4P 1E2, Canada
(Address of principal executive offices)
Suresh Venkatesan, CEO
1107 – 120 Eglinton Avenue East
Toronto, Ontario, M4P 1E2, Canada
Telephone No.: 416 368 9411
Email: svv@poet-technologies.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares, no par value
PTK
TSX Venture Exchange
Common Shares, no par value
POET
Nasdaq Capital Market
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
76,507,157 Common Shares, no par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☒
Non-accelerated filer
☐
Emerging growth company
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under
Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S GAAP ☐
International Financial Reporting Standards as issued by the International Accounting Standards
Board ☒
Other ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No ☒

POET TECHNOLOGIES INC.
FORM 20-F ANNUAL REPORT
TABLE OF CONTENTS
Page
Introduction
1
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
4
Item 2.
Offer Statistics and Expected Timetable
4
Item 3.
Key Information
4
Item 4.
Information on the Company
18
Item 4A.
Unresolved Staff Comments
25
Item 5.
Operating and Financial Review and Prospects
25
Item 6.
Directors, Senior Management and Employees
34
Item 7.
Major Shareholders and Related Party Transactions
53
Item 8.
Financial Information
54
Item 9.
The Offer and Listing
54
Item 10.
Additional Information
55
Item 11.
Quantitative and Qualitative Disclosures About Market Risk
64
Item 12.
Description of Securities Other than Equity Securities
65
PART II
Item 13.
Defaults, Dividend Arrearages and Delinquencies
66
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
66
Item 15.
Controls and Procedures
66
Item 16.
Reserved
67
Item 16A.
Audit committee financial expert
67
Item 16B.
Code of Ethics
67
Item 16C.
Principal Accounting Fees and Services
68
Item 16D.
Exemptions from the Listing Standards for Audit Committees
68
Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
68
Item 16F.
Change in Registrant’s Certifying Accountant
68
Item 16G.
Corporate Governance
69
Item 16H.
Mine Safety Disclosure
69
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
69
Item 16J.
Insider Trading Policies
69
Item 16K.
Cybersecurity
70
PART III
Item 17.
Financial Statements
71
Item 18.
Financial Statements
71
Item 19.
Exhibits
71

INTRODUCTION
POET Technologies Inc. is organized under the Business Corporations Act (Ontario). In this Annual Report, the “Company”, “we”, “our”, “POET” and “us” refer to POET Technologies
Inc. and its subsidiaries (unless the context otherwise requires). We refer you to the documents attached as exhibits hereto for more complete information than may be contained in this
Annual Report. Our principal Canadian corporate offices are located at Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario M4P 1E2, Canada. Our U.S office is located at 1605 N.
Cedar Crest Boulevard, Allentown, PA, 18104. Our telephone number in Toronto is (416) 368-9411.
We file reports and other information with the Securities and Exchange Commission (“SEC”) located at 100 F Street NE, Washington, D.C. 20549. You may obtain copies of our filings
with the SEC by accessing their website located at www.sec.gov. We also file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by
accessing the website www.sedarplus.com.
This Annual Report (including the consolidated audited financial statements for the years ended December 31, 2024, 2023 and 2022 attached thereto, together with the auditors’ report
thereon), and the exhibits thereto shall be deemed to be incorporated by reference as exhibits to the Registration Statement of the Company on Form F- 10, as amended (File No.
333-227873), and to be a part thereof from the date on which this report was filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Business of POET Technologies Inc.
The Company is incorporated under the laws of the Province of Ontario. The Company’s shares trade under the symbol “POET” on the Nasdaq in the U.S and under the symbol “PTK” on
the TSX Venture Exchange in Canada.
POET Technologies is a design and development company offering photonic integrated packaging solutions based on the POET Optical Interposer™, a novel platform that allows the
seamless integration of electronic and photonic devices onto a single chip using advanced wafer-level semiconductor manufacturing techniques. The semiconductor industry has adopted
the term “Wafer-Level Chip-Scale Packaging” (or “WLCSP”) to describe similar approaches within the semiconductor industry. POET’s Optical Interposer eliminates costly components
and labor-intensive assembly, alignment, and testing methods employed in conventional photonics. We believe the cost-efficient integration scheme and scalability of the POET Optical
Interposer brings value to devices or systems that integrate electronics and photonics, including high-growth areas of communications and computing. The emergence of Artificial
Intelligence (AI) systems over the past year has placed extraordinary demands on cloud-based AI service providers and hyperscale data centers for increases in network speeds and
bandwidth and decreases in latency. We believe that chip-scale integration is essential to developing hardware that can meet such demands and that POET is on the forefront of providing
scalable solutions for current and future AI systems.
1

POET targeted as the first application of the Optical Interposer the development of optical engines for optical transceivers used in internet data centers. Optical Engines include all the
passive and active components related to the production, manipulation, and detection of light within an Optical Transceiver. Optical Transceivers plug into switches and servers within the
data center and allow these network devices to send and receive data over fiber-optic cables. We chose this market because it is large in size, has established standards for device
performance, and the unit volumes of devices shipped annually are exceptionally high. It is a market in which our advantages of cost, power consumption and ability to scale rapidly allow
us to be competitive with other suppliers.
The rapid growth of AI software systems represents a profound opportunity for POET. We believe that the rapid growth of software services can only be sustained with hardware that
meets the challenges of increasing speed and bandwidth, lower latency, lower power consumption, lower cost, and the ability to scale to the volumes that will be required by data centers
globally. POET meets these challenges in two ways: first, by providing to the market integrated, chip-scale Optical Engines that perform at the levels that are now being deployed in the
most advanced AI clusters at speeds of 800Gbs (gigabits per second); and second, by offering what we believe is currently the only viable path to increasing the speeds and bandwidth of
Optical Transceivers to 1.6Tbs (terabits per second) and 3.2Tbs in industry-standard pluggable form factors. In addition, we have used our Optical Interposer technology to develop Light
Source products that address newly emerging architectures in data centers that are based on chip-to-chip data transfer using light, rather than electrons, which resolves speed, bandwidth,
latency, heat-generation and cost issues at a fundamental level. The combination of POET’s focus on leading-edge Optical Transceivers and Light Source products for next generation data
center architectures essentially places POET among a small number of suppliers globally that are truly “pure play” AI hardware companies.
Net loss for the year ended December 31, 2024 was $56,695,823. The net loss included $11,334,641 incurred for research and development activities directly related to the development
and commercialization of the POET Optical Interposer and POET Optical Engine products. Research and development included non-cash costs of $2,091,583 related to stock-based
compensation. $18,771,421 was incurred for selling, marketing and administration expenses which included non-cash costs of $3,377,786 related to stock-based compensation and
$2,020,195 related to depreciation and amortization.
The Company incurred $102,673 in interest costs, of which $90,041 was non-cash. Additionally, non-cash costs of $20,631,082 were incurred as a fair value adjustment to the derivative
warrant liability.
In order to take control of Super Photonics Xiamen Co. Ltd (“SPX”), the Company incurred a non-cash loss of $6,852,687 relating to its acquisition of the shares held by Quanzhou Sanan
Optical Communication Technology Co., Ltd, an affiliate of of Sanan Optoelectronics Xiamen Co. Ltd (collectively “SAIC”).
Total non-cash operating costs were approximately $35,000,000.
The Company’s statement of financial position as of December 31, 2024 reflects assets with a book value of $69,652,449 compared to $8,777,417 as of December 31, 2023. Eighty
percent (80%) of the book value at December 31, 2024 was in current assets consisting primarily of cash, cash equivalents and short-term investments of $53,816,570 compared to thirty-
six (36%) of the book value as of December 31, 2023, which consisted primarily of cash and cash equivalents of $3,019,069.
Financial and Other Information
In this Annual Report, unless otherwise specified, all dollar amounts are expressed in United States Dollars (“US$”, “USD” or “$”).
Market and Industry Information
This Annual Report includes market and industry data and forecasts that the Company has derived from publicly available information, industry publications and other industry sources,
the Company’s internal data and estimates and assumptions made by the Company based on such sources. Industry publications and other published industry sources generally indicate
that the information contained therein was obtained from sources believed to be reliable. Although the Company believes that these third-party sources are reliable, neither the Company
nor any of its affiliates or representatives guarantees the accuracy or completeness of this information, and neither the Company nor any of its affiliates or representatives has
independently verified this information.
2

Cautionary Statements Regarding Forward-Looking Statements
This Annual Report on Form 20-F and other publicly available documents, including the documents incorporated herein and therein by reference contain forward- looking statements and
information within the meaning of U.S. and Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward- looking terminology
or words, such as, “continues”, “with a view to”, “is designed to”, “pending”, “predict”, “potential”, “plans”, “expects”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, and
similar expressions or variations thereon, or statements that events, conditions or results “can”, “might”, “will”, “shall”, “may”, “must”, “would”, “could”, or “should” occur or be
achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. Forward- looking statements
and information are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to
predict.
Our actual results, performance and achievements may differ materially from those expressed in, or implied by, the forward-looking statements and information in this Annual Report as a
result of various risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of the Company, including without limitation:
○
we have a limited operating history;
○
our need for additional financing, which may not be available on acceptable terms or at all;
○
the possibility that we will not be able to compete in the highly competitive semiconductor market;
○
the risk that our objectives will not be met within the timelines we expect or at all;
○
research and development risks;
○
the risks associated with successfully protecting patents and trademarks and other intellectual property;
○
the need to control costs and the possibility of unanticipated expenses;
○
manufacturing and development risks;
○
the risk that the price of our common shares will be volatile;
○
the risk that geopolitical uncertainties may negatively impact our business ventures in Asia;
○
the risk that shareholders’ interests will be diluted through future stock offerings, option and warrant exercises; and
○
other risks and uncertainties described in Item 3.D. “Risk Factors”.
For all of the reasons set forth above, investors should not place undue reliance on forward-looking statements. Other than any obligation to disclose material information under applicable
securities laws or otherwise as maybe required by law, we undertake no obligation to revise or update any forward-looking statements after the date hereof.
Data relevant to estimated market sizes for our technologies under development are presented in this Annual Report. These data have been obtained from a variety of published resources
including published scientific literature, websites and information generally available through publicized means. The Company attempts to source reference data from multiple sources
whenever possible for confirmatory purposes. However, the Company has not independently verified the accuracy and completeness of this data.
3

PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not required.
Item 2. Offer Statistics and Expected Timetable
Not required.
Item 3. Key Information
A.
[Reserved]
B.
Capitalization and Indebtedness.
Not required.
C.
Reasons for the Offer and Use of Proceeds.
Not required.
D.
Risk Factors.
We are subject to various risks, including those described below, which could materially adversely affect our business, financial condition and results of operations and, in turn, the value
of our securities. In addition, other risks not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of
operations, perhaps materially. The risks discussed below also include forward-looking statements and information within the meaning of U.S. and Canadian securities laws that involve
risks and uncertainties. The Company’s actual results may differ materially from the results discussed in the forward-looking statements and information Factors that might cause such
differences include those discussed. Before making an investment decision with respect to any of our securities, you should carefully consider the following risks and uncertainties
described below and elsewhere in this Annual Report. See also “Cautionary Statement Regarding Forward-Looking Statements.”
Risks Related to Our Business
We have a history of large operating losses. We may not be able to achieve or sustain profitability in the future and as a result we may not be able to maintain sufficient levels of
liquidity.
We have historically incurred losses and negative cash flows from operations since our inception. As of December 31, 2024, we had an accumulated deficit of approximately
$271,000,000.
As of December 31, 2024, we held $53,816,570 in cash, cash equivalents and short-term investments. We had working capital of $7,145,097. The working capital of $7,145,097 includes
non-cash current liabilities of $35,750,607 related to derivative warrant liability and $6,500,000 in convertible debt which will be paid over a period of five years, however, the holder has
the right to convert any unpaid amount into shares of the Company at its discretion and it is therefore classified as current.
4

We divested our major operating asset, adopted a new “fab-light” strategy, and we plan to focus on the Optical Interposer as our main business. Any or all of these decisions if
incorrect may have a material adverse effect on the results of our operations, financial position and cash flows, and pose further risks to the successful operation of our business over
the short and long-term.
There are substantial risks associated with our adoption of a “fab-light” strategy, including the loss of revenue associated with the divested operation, the loss of control over an internal
development asset, and the loss of key technical knowledge available from personnel who will no longer be employed by the Company, many of whom we may have to replace.
We have some previous experience with managing development without an internal development resource under a similar “fab-light” strategy which was not successful, and there is no
guarantee that our new approach to operating a company with our chosen strategy will be successful. Further, our strategy will be solely dependent on the future market acceptance and
sale of Optical Interposer-based solutions, which in some cases are neither fully developed nor in qualification stages. Customers are in the initial stages of committing to a production
product.
We have taken substantial measures to protect POET’s intellectual property in the Optical Interposer, including development and production with a separate third-party company which
engaged no engineering personnel from our former subsidiary company DenseLight. We conducted development of component devices with a segregated team at our DenseLight facility
and took measures to protect POET’s intellectual property on those developments as well. However, we cannot guarantee that all our measures to protect our intellectual property on either
the POET Optical Interposer or its component devices have been totally effective. In addition, we cannot guarantee that DenseLight or any other third-party that we rely on to perform
development, manufacturing, packaging or testing services will perform as expected and produce the devices we will need to grow our Optical Interposer business.
There can be no assurance that we will be successful in addressing these or any other significant risks we may encounter in the divestment of DenseLight, the adoption of a “fab-light”
strategy or the focus of our business solely on the Optical Interposer.
We may not be able to obtain additional capital when desired, on favorable terms or at all.
We operate in a market that makes our prospects difficult to evaluate and, to remain competitive, we will be required to make continued investments in capital equipment, facilities and
technology. We expect that substantial capital will be required to continue technology and product development, to expand our contract manufacturing capacity if we need to do so and to
fund working capital for anticipated growth. If we do not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs, we may
need additional financing to implement our business strategy.
The Company expects that it will need to raise additional capital in the future to fund more rapid expansion, respond to competitive pressures, acquire complementary businesses or
technologies or take advantage of unanticipated opportunities, and it may seek to do so through public or private financing, strategic relationships or other arrangements. The ability of the
Company to secure any required financing will depend in part upon prevailing capital market conditions and business success. There can be no assurance that the Company will be
successful in its efforts to secure any additional financing on terms satisfactory to Management or at all. Even if such funding is available, the Company cannot predict the size of future
issues of common shares or securities convertible into common shares or the effect, if any, that future issues and sales of common shares will have on the price of the Company’s common
shares.
If the Company raises additional capital through the issuance of equity securities, the percentage ownership of the Company’s existing shareholders may be reduced, and such existing
shareholders may experience additional dilution in net book value per share. Any such newly-issued equity securities may also have rights, preferences or privileges senior to those of the
holders of the common shares. If additional funds are raised through the incurrence of indebtedness, such indebtedness may involve restrictive covenants that impair the ability of the
Company to pursue its growth strategy and other aspects of its business plan, expose the Company to greater interest rate risk and volatility, require the Company to dedicate a substantial
portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow to fund working capital and capital expenditures, increase the
Company’s vulnerability to general adverse economic and industry conditions, place the Company at a competitive disadvantage compared to its competitors that have less debt, limit the
Company’s ability to borrow additional funds, and otherwise subject the Company to the risks discussed under “Indebtedness” below and heighten the possible effects of the other risks
discussed in these risk factors. In connection with any such future capital raising transaction, whether involving the issuance of equity securities or the incurrence of indebtedness, the
Company may be required to accept terms that restrict its ability to raise additional capital for a period of time, which may limit or prevent the Company from raising capital at times when
it would otherwise be opportunistic to do so.
5

The process of developing new, technologically advanced products in semiconductor manufacturing and photonics products is highly complex and uncertain, and we cannot
guarantee a positive result.
The development of new, technologically advanced products is a complex and uncertain process requiring frequent innovation, highly-skilled engineering and development personnel and
significant capital, as well as the accurate anticipation of technological and market trends. We cannot assure you that we will be able to identify, develop, manufacture, market or support
new or enhanced products successfully or on a timely basis. Further, we cannot assure you that our new products will gain market acceptance or that we will be able to respond effectively
to product introductions by competitors, technological changes or emerging industry standards. We also may not be able to develop the underlying core technologies necessary to create
new products and enhancements, license these technologies from third parties, or remain competitive in our markets.
The optical data communications industry in which we have chosen to operate is subject to significant risks, including rapid growth and volatility, dependence on rapidly changing
underling technologies, market and political risks and uncertainties and extreme competition. We cannot guarantee that we will be able to anticipate or overcome any or all of these
risks and uncertainties, especially as a small company operating in an environment dominated by large, well-capitalized competitors with substantially more resources.
The optical data communications industry is subject to significant operational fluctuations. In order to remain competitive, we incur substantial costs associated with research and
development, qualification, prototype production capacity and sales and marketing activities in connection with products that may be purchased, if at all, long after we have incurred such
costs. In addition, the rapidly changing industry in which we operate, the length of time between developing and introducing a product to market, frequent changing customer
specifications for products, customer cancellations of products and general down cycles in the industry, among other things, make our prospects difficult to evaluate. As a result of these
factors, it is possible that we may not (i) generate sufficient positive cash flow from operations; (ii) raise funds through the issuance of equity, equity-linked or convertible debt securities;
or (iii) otherwise have sufficient capital resources to meet our future capital or liquidity needs. There are no guarantees we will be able to generate additional financial resources beyond
our existing balances.
Investors may not be able to obtain enforcement of civil liabilities against the Company.
The enforcement by investors of civil liabilities under the U.S. federal or state securities laws may be adversely affected by the fact that several of the Company’s officers and directors
reside outside of the U.S. and that all, or a substantial portion, of their assets and a portion of our assets, are located outside the U.S. It may not be possible for an investor to effect service
of process within the U.S. on, or enforce judgments obtained in the U.S. courts against, us, certain of our subsidiaries or certain of our directors and officers based upon the civil liability
provisions of U.S. federal securities laws or the securities laws of any state of the U.S. In light of the above, there is doubt as to whether a judgment of a U.S. court based solely upon the
civil liability provisions of U.S. federal or state securities laws would be enforceable against the Company, certain of its subsidiaries or the Company’s directors and officers.
If our customers do not qualify our products for use on a timely basis, our results of operations may suffer.
Prior to the sale of new products, our customers typically require us to “qualify” our products for use in their applications. At the successful completion of this qualification process, we
refer to the resulting sales opportunity as a “design win.” Additionally, new customers often audit our manufacturing facilities and perform other evaluations during this qualification
process. The qualification process involves product sampling and reliability testing and collaboration with our product management and engineering teams in the design and
manufacturing stages. If we are unable to accurately predict the amount of time required to qualify our products with customers, or are unable to qualify our products with certain
customers at all, then our ability to generate revenue could be delayed or our revenue would be lower than expected and we may not be able to recover the costs associated with the
qualification process or with our product development efforts, which would have an adverse effect on our results of operations.
6

We have limited operating history in the data center market, and our business could be harmed if this market does not develop as we expect.
The initial target market for our Optical Interposer-based optical engine is the data center market for data communications within the data center and beyond. We have limited experience
in selling products in this market. We may not be successful in developing a product for this market and even if we do, it may never gain widespread acceptance by large data center
operators. If our expectations for the growth of the data center / datacom market are not realized, our financial condition or results of operations may be adversely affected.
Customer demand is difficult to forecast accurately and, as a result, we may be unable to match production with customer demand.
We make planning and spending decisions, including determining the levels of business that we will seek and accept, production schedules, component procurement commitments,
personnel needs and other resource requirements, based on our estimates of product demand and customer requirements. Our products are typically sold pursuant to individual purchase
orders. While our customers may provide us with their demand forecasts, they are typically not contractually committed to buy any quantity of products beyond firm purchase orders.
Furthermore, many of our customers may increase, decrease, cancel or delay purchase orders already in place without significant penalty. The short-term nature of commitments by our
expected customers and the possibility of unexpected changes in demand for their products reduce our ability to accurately estimate future customer requirements. If any of our customers
decrease, stop or delay purchasing our products for any reason, we will likely have excess manufacturing capacity or inventory and our business and results of operations would be
harmed.
The markets in which we operate are highly competitive, which could result in lost sales and lower revenues.
The market for optical components and modules is highly competitive and this competition could result in our existing customers moving their orders to our competitors. We are aware of
a number of companies that have developed or are developing integrated optical products, including silicon photonics engines, remote light sources, pluggable components, modules and
subsystems, photonic integrated circuits, among others, that compete (or may in the future compete) directly with our current and proposed product offerings.
Some of our current competitors, as well as some of our potential competitors, have longer operating histories, greater name recognition, broader customer relationships and industry
alliances and substantially greater financial, technical and marketing resources than we do. We may not be able to compete successfully with our competitors and aggressive competition in
the market may result in lower prices for our products and/or decreased gross margins. Any such development could have a material adverse effect on our business, financial condition and
results of operations.
We depend on a limited number of suppliers and key contract manufacturers who could disrupt our business and technology development activities if they stopped, decreased, delayed
or were unable to meet our demand for shipments of their products or manufacturing of our products.
We depend on a limited number of suppliers of epitaxial wafers and contract manufacturers for our Indium Phosphide (“InP”) laser developments and optical interposer production
activities. Some of these suppliers are sole source suppliers. We typically have not entered into long-term agreements with our suppliers. As a result, these suppliers generally may stop
supplying us materials and other components at any time. Our reliance on a sole supplier or limited number of suppliers could result in delivery problems, reduced control over technology
development, product development, pricing and quality, and an inability to identify and qualify another supplier in a timely manner. Some of our suppliers that may be small or under-
capitalized may experience financial difficulties that could prevent them from supplying us materials and other components. In addition, our suppliers, including our sole source suppliers,
may experience manufacturing delays or shutdowns due to circumstances beyond their control such as pandemics, earthquakes, floods, fires, labor unrest, political unrest or other natural
disasters. A change in supplier could require technology transfer that could require multiple iterations of test wafers. This could result in significant delays in resumption of production.
7

Any supply deficiencies relating to the quality or quantities of materials or equipment we use to manufacture our products could materially and adversely affect our ability to fulfill
customer orders and our results of operations. Lead times for the purchase of certain materials and equipment from suppliers have increased and, in some cases, have limited our ability to
rapidly respond to increased demand, and may continue to do so in the future. To the extent we introduce additional contract manufacturing partners, introduce new products with new
partners and/or move existing internal or external production lines to new partners, we could experience supply disruptions during the transition process. In addition, due to our customers’
requirements relating to the qualification of our suppliers and contract manufacturing facilities and operations, we cannot quickly enter into alternative supplier relationships, which
prevent us from being able to respond immediately to adverse events affecting our suppliers.
Our international business and operations expose us to additional risks.
We have significant tangible assets located outside Canada and the United States. Conducting business outside Canada and the United States subjects us to a number of additional risks and
challenges, including:
●
periodic changes in a specific country’s or region’s economic conditions, such as recession;
●
licenses and other trade barriers;
●
the provision of services may require export licenses;
●
environmental regulations;
●
certification requirements;
●
fluctuations in foreign currency exchange rates;
●
inadequate protection of intellectual property rights in some countries;
●
preferences of certain customers for locally produced products;
●
potential political, legal and economic instability, foreign conflicts, and the impact of regional and global infectious illnesses in the countries in which we and our customers,
suppliers and contract manufacturers are located;
●
Canadian and U. S. and foreign anticorruption laws;
●
seasonal reductions in business activities in certain countries or regions; and
●
fluctuations in freight rates and transportation disruptions.
These factors, individually or in combination, could impair our ability to effectively operate one or more of our foreign facilities or deliver our products, result in unexpected and material
expenses, or cause an unexpected decline in the demand for our products in certain countries or regions. Our failure to manage the risks and challenges associated with our international
business and operations could have a material adverse effect on our business.
If we fail to attract and retain key personnel, our business could suffer.
Our future success depends, in part, on our ability to attract and retain key personnel, including executive management. Competition for highly skilled technical personnel is extremely
intense and we may face difficulty identifying and hiring qualified engineers in many areas of our business. We may not be able to hire and retain such personnel at compensation levels
consistent with our existing compensation and salary structure. Our future success also depends on the continued contributions of our executive management team and other key
management and technical personnel, each of whom would be difficult to replace. The loss of services of these or other executive officers or key personnel or the inability to continue to
attract qualified personnel could have a material adverse effect on our business.
If we fail to protect, or incur significant costs in defending, our intellectual property and other proprietary rights, our business and results of operations could be materially harmed.
Our success depends on our ability to protect our intellectual property and other proprietary rights. We rely on a combination of patent, trademark, copyright, trade secret and unfair
competition laws, as well as license agreements and other contractual provisions, to establish and protect our intellectual property and other proprietary rights. We have applied for patent
registrations in the U.S. and in foreign countries, some of which have been issued. We cannot guarantee that our pending applications will be approved by the applicable governmental
authorities. Moreover, our existing and future patents and trademarks may not be sufficiently broad to protect our proprietary rights or may be held invalid or unenforceable in court. A
failure to obtain patents or trademark registrations or a successful challenge to our registrations in the U.S. or foreign countries may limit our ability to protect the intellectual property
rights that these applications and registrations intended to cover.
8

Policing unauthorized use of our technology is difficult and we cannot be certain that the steps we have taken will prevent the misappropriation, unauthorized use or other infringement of
our intellectual property rights. Further, we may not be able to effectively protect our intellectual property rights from misappropriation or other infringement in foreign countries where
we have not applied for patent protections, and where effective patent, trademark, trade secret and other intellectual property laws may be unavailable or may not protect our proprietary
rights as fully as Canadian or U.S. law. We may seek to secure comparable intellectual property protections in other countries. However, the level of protection afforded by patent and
other laws in other countries may not be comparable to that afforded in Canada and the U.S.
We also attempt to protect our intellectual property, including our trade secrets and know-how, through the use of trade secret and other intellectual property laws, and contractual
provisions. We enter into confidentiality and invention assignment agreements with our employees and independent consultants. We also use non-disclosure agreements with other third
parties who may have access to our proprietary technologies and information. Such measures, however, provide only limited protection, and there can be no assurance that our
confidentiality and non-disclosure agreements will not be breached, especially after our employees end their employment, and that our trade secrets will not otherwise become known by
competitors or that we will have adequate remedies in the event of unauthorized use or disclosure of proprietary information. Unauthorized third parties may try to copy or reverse
engineer our products or portions of our products, otherwise obtain and use our intellectual property, or may independently develop similar or equivalent trade secrets or know-how. If we
fail to protect our intellectual property and other proprietary rights, or if such intellectual property and proprietary rights are infringed or misappropriated, our business, results of
operations or financial condition could be materially harmed.
In the future, we may need to take legal actions to prevent third parties from infringing upon or misappropriating our intellectual property or from otherwise gaining access to our
technology. Protecting and enforcing our intellectual property rights and determining their validity and scope could result in significant litigation costs and require significant time and
attention from our technical and management personnel, which could significantly harm our business. We may not prevail in such proceedings, and an adverse outcome may adversely
impact our competitive advantage or otherwise harm our financial condition and our business.
We may be involved in intellectual property disputes in the future, which could divert management’s attention, cause us to incur significant costs and prevent us from selling or using
the challenged technology.
Participants in the markets in which we sell our products have experienced frequent litigation regarding patent and other intellectual property rights. There can be no assurance that third
parties will not assert infringement claims against us, and we cannot be certain that our products would not be found infringing on the intellectual property rights of others. Regardless of
their merit, responding to such claims can be time consuming, divert management’s attention and resources and may cause us to incur significant expenses. Intellectual property claims
against us could result in a requirement to license technology from others, discontinue manufacturing or selling the infringing products, or pay substantial monetary damages, each of
could result in a substantial reduction in our revenue and could result in losses over an extended period of time.
If we fail to obtain the right to use the intellectual property rights of others that are necessary to operate our business, and to protect their intellectual property, our business and
results of operations will be adversely affected.
From time to time, we may choose to or be required to license technology or intellectual property from third parties in connection with the development of our products. We cannot assure
you that third party licenses will be available to us on commercially reasonable terms, if at all. Generally, a license, if granted, would include payments of up-front fees, ongoing royalties
or both. These payments or other terms could have a significant adverse impact on our results of operations. Our inability to obtain a necessary third-party license required for our product
offerings or to develop new products and product enhancements could require us to substitute technology of lower quality or performance standards, or of greater cost, either of which
could adversely affect our business. If we are not able to obtain licenses from third parties, if necessary, then we may also be subject to litigation to defend against infringement claims
from these third parties. Our competitors may be able to obtain licenses or cross-license their technology on better terms than we can, which could put us at a competitive disadvantage.
9

Failure to comply with requirements to design, implement and maintain effective internal control over financial reporting could have a materially adverse impact on our financial
reporting and our business. We are required to have our internal controls over financial reporting audited under Section 404(b) of the Sarbanes-Oxley Act.
Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are dependent upon individual data input or review and require
significant management judgment. One or more of these elements may result in errors that may not be detected and could result in a material misstatement of our consolidated financial
statements. The Sarbanes-Oxley Act in the U.S. requires, among other things, that as a publicly traded company we disclose whether our internal control over financial reporting and
disclosure controls and procedures are effective. Until December 31, 2021 we qualified as an “emerging growth company” under the JOBS Act, and, as a result, were exempted from
certain SEC reporting requirements, including those requiring registrants to include an auditor’s report regarding the Company’s internal controls as part of such registrant’s periodic
reports. Our “emerging growth company” status expired on December 31, 2021. The report of our auditors regarding the effectiveness of our internal controls over disclosure and financial
reporting as of December 31, 2024 is attached as an exhibit to this annual report.
Our internal control over financial reporting cannot guarantee that no accounting errors exist or that all accounting errors, no matter how immaterial, will be detected because a control
system, no matter how well designed and operated, can provide only reasonable, but not absolute assurance that the control system’s objectives will be met. If we are unable to implement
and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results could be adversely impacted. This could result in late filings
of our annual and quarterly reports under the Securities Act (Ontario) and the Securities Exchange Act of 1934 (the “Exchange Act”), restatements of our consolidated financial
statements, a decline in our stock price, suspension or delisting of our common shares by the TSX Venture Exchange (“TSXV”), or other material adverse effects on our business,
reputation, results of operations or financial condition.
The process of designing and implementing effective internal control over financial reporting is a continuous effort that requires us to anticipate and react to changes in our business and
the economic and regulatory environments and to expend significant resources to maintain a system of internal control that is adequate to satisfy our reporting obligations as a public
company. In addition, we are required, pursuant to Section 404(a) of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal
control over financial reporting. This assessment must include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. The
rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and
possible remediation. Testing and maintaining our internal control over financial reporting may divert our management’s attention from other matters that are important to our business. In
connection with the implementation of the necessary procedures and practices related to our internal control over financial reporting, we and/or our independent registered accounting firm
may identify material weaknesses and other deficiencies that may require significant effort and expense to remediate. We may encounter problems or delays in completing the remediation
of any such weaknesses or other deficiencies.
If there is a change in conditions, or the degree of compliance with policies or procedure deteriorates, internal review of our internal control over financial reporting or the subsequent
testing by our independent registered public accounting firm may reveal deficiencies in our internal control over financial reporting that are deemed material weaknesses. If this occurs,
our consolidated financial statements or disclosures may contain material misstatements and we could be required to restate our financial results. Additionally, we may not be able to
conclude on an ongoing basis that we have effective internal control over financial reporting or our independent registered public accounting firm may not in future issue an unqualified
opinion, each of which could lead to investors losing confidence in our reported financial information, which could have a material adverse effect on the trading price of our common
shares, and we may be unable to maintain compliance with applicable stock exchange listing requirements.
10

Our management has identified a material weakness in the Company’s internal control over financial reporting and may identify additional material weaknesses in the future. If we
fail to remediate the material weakness or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our
financial results may be affected, and such failure may adversely affect investor confidence and business operations.
In connection with the audit of our financial statements for the fiscal years ended December 31, 2024, a material weakness in our internal control over financial reporting was identified
related to insufficient resources to perform an effective review of certain controls related to the financial close process.
The identified material weakness, if not corrected, could result in a material misstatement to our consolidated financial statements that may not be prevented or detected. In addition, even
if we remediate our material weakness, we may be required to expend significant time and resources to further improve our internal control over financial reporting. If we fail to remediate
our material weakness or fail to maintain adequate internal control over financial reporting, any new or recurring material weaknesses could prevent us from concluding that our internal
control over financial reporting is effective and impair our ability to prevent material misstatements in our consolidated financial statements, which could cause our business to suffer.
Our ability to use our net operating losses and certain other tax attributes may be limited.
As of December 31, 2024, we had accumulated net operating losses (“NOLs”), of approximately $160 million. Varying jurisdictional tax codes have restrictions on the use of NOLs, if a
corporation undergoes an “ownership change,” the Company’s ability to use its pre-change NOLs, R&D credits and other pre-change tax attributes to offset its post-change income may be
limited. An ownership change is generally defined as a greater than 50% change in equity ownership. Based upon an analysis of our equity ownership, we do not believe that we have
experienced such ownership changes and therefore our annual utilization of our NOLs is not limited. However, should we experience additional ownership changes, our NOL carry
forwards may be limited.
We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international markets. Such controls have recently
increased for companies in China under the US government’s “control list”, and may further limit or impair our ability to use certain sub-contractors or to sell directly to companies
on the list
We are subject to export and import control laws, trade regulations and other trade requirements that limit which raw materials and technology we can import or export and which products
we sell and where and to whom we sell our products. Specifically, the Bureau of Industry and Security of the U.S. Department of Commerce is responsible for regulating the export of
most commercial items that are so called dual-use goods that may have both commercial and military applications. A limited number of our products are exported by license under certain
classifications. Export Control Classification requirements are dependent upon an item’s technical characteristics, the destination, the end-use, and the end-user, and other activities of the
end-user. Should the regulations applicable to our products change, or the restrictions applicable to countries to which we ship our products change, then the export of our products to such
countries could be restricted. As a result, our ability to export or sell our products to certain countries could be restricted, which could adversely affect our business, financial condition and
results of operations. Changes in our products or any change in export or import regulations or related legislation, shift in approach to the enforcement or scope of existing regulations, or
change in the countries, persons or technologies targeted by such regulations, could result in delayed or decreased sales of our products to existing or potential customers. In such event,
our business and results of operations could be adversely affected.
Our manufacturing operations are subject to environmental regulation that could limit our growth or impose substantial costs, adversely affecting our financial condition and results
of operations.
Our properties, operations and products are subject to the environmental laws and regulations of the jurisdictions in which we operate and sell products. These laws and regulations
govern, among other things, air emissions, wastewater discharges, the management and disposal of hazardous materials, the contamination of soil and groundwater, employee health and
safety and the content, performance, packaging and disposal of products. Our failure to comply with current and future environmental laws and regulations, or the identification of
contamination for which we are liable, could subject us to substantial costs, including fines, cleanup costs, third-party property damages or personal injury claims, and make significant
investments to upgrade our facilities or curtail our operations. Identification of presently unidentified environmental conditions, more vigorous enforcement by a governmental authority,
enactment of more stringent legal requirements or other unanticipated events could give rise to adverse publicity, restrict our operations, affect the design or marketability of our products
or otherwise cause us to incur material environmental costs, adversely affecting our financial condition and results of operations.
11

We are exposed to risks and increased expenses and business risk as a result of Restriction on Hazardous Substances, or RoHS directives, which have been amended but are still in
effect.
Following the lead of the European Union, or EU, various governmental agencies have either already put into place or are planning to introduce regulations that regulate the permissible
levels of hazardous substances in products sold in various regions of the world. For example, the RoHS directive for EU took effect on July 1, 2006. The labeling provisions of similar
legislation in China went into effect on March 1, 2007 and is still in effect, as amended. Consequently, many suppliers of products sold into the EU have required their suppliers to be
compliant with the new directive. We anticipate that our customers may adopt this approach and will require our full compliance, which will require a significant amount of resources and
effort in planning and executing our RoHS program, it is possible that some of our products might be incompatible with such regulations. In such events, we could experience the
following consequences: loss of revenue, damages reputation, diversion of resources, monetary penalties, and legal action.
Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act, which generally prohibits companies operating in the U.S. from engaging in bribery or other prohibited payments to foreign
officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate
system of internal accounting controls. Non-U.S. companies, including some that may compete with us, may not be subject to these prohibitions, and therefore may have a competitive
advantage over us. If we are not successful in implementing and maintaining adequate preventative measures, we may be responsible for acts of our employees or other agents engaging in
such conduct. We could suffer severe penalties and other consequences that may have a material adverse effect on our financial condition and results of operations.
Natural disasters or other catastrophic events could harm our operations.
Our operations in the U.S., Canada, Singapore and China could be subject to significant risk of natural disasters, including earthquakes, hurricanes, typhoons, flooding and tornadoes, as
well as other catastrophic events, such as epidemics, terrorist attacks or wars. For example, our testing facility in Singapore is in an area that is susceptible to hurricanes. Any disruption in
our facilities or those of our contractors and suppliers arising from these and other natural disasters or other catastrophic events could cause significant delays in the production or
shipment of our products until we are able to arrange for third parties to manufacture our products. We may not be able to obtain alternate capacity on favorable terms or at all. Our
property insurance coverage with respect to natural disaster is limited and is subject to deductible and coverage limits. Such coverage may not be adequate or continue to be available at
commercially reasonable rates and terms. The occurrence of any of these circumstances may adversely affect our financial condition and results of operation.
We may be subject to disruptions or failures in information technology systems and network infrastructures that could have a material adverse effect on our business and financial
condition.
We rely on the efficient and uninterrupted operation of complex information technology systems and network infrastructures to operate our business. A disruption, infiltration or failure of
our information technology systems as a result of software or hardware malfunctions, system implementations or upgrades, computer viruses, third-party security breaches, employee
error, theft or misuse, malfeasance, power disruptions, natural disasters or accidents could cause a breach of data security, loss of intellectual property and critical data and the release and
misappropriation of sensitive competitive information and partner, customer, and employee personal data. Any of these events could harm our competitive position, result in a loss of
customer confidence, cause us to incur significant costs to remedy any damages and ultimately materially adversely affect our business and financial condition.
12

A significant disruption in, or breach in security of, our information technology systems or violations of data protection laws could materially adversely affect our business and
reputation.
In the ordinary course of business, we collect and store confidential information, including proprietary business information belonging to us, our customers, suppliers, business partners
and other third parties and personally identifiable information of our employees. We rely on information technology systems to protect this information and to keep financial records,
process orders, manage inventory, coordinate shipments to customers, and operate other critical functions. Our information technology systems may be susceptible to damage, disruptions
or shutdowns due to power outages, hardware failures, telecommunication failures and user errors. If we experience a disruption in our information technology systems, it could result in
the loss of sales and customers and significant incremental costs, which could materially adversely affect our business. We may also be subject to security breaches caused by computer
viruses, illegal break-ins or hacking, sabotage, or acts of vandalism by disgruntled employees or third parties. The risk of a security breach or disruption, particularly through cyberattack
or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has increased as the number, intensity and sophistication of attempted attacks and intrusions
from around the world have increased. Our information technology network and systems have been and, we believe, continue to be under constant attack. Accordingly, despite our security
measures or those of our third-party service providers, a security breach may occur, including breaches that we may not be able to detect. Security breaches of our information technology
systems could result in the misappropriation or unauthorized disclosure of confidential information. Such breaches could also result in legal action against us by third parties.
Outbreaks of diseases and public health crises could delay our development activities and adversely affect our results of operations.
The Company faces risks related to health epidemics and other outbreaks of communicable diseases, which could significantly disrupt its operations and may materially and adversely
affect its business and financial conditions.
The Company continues to monitor the developments and impacts of any health crises and pandemic diseases as they may arise. The Company cannot estimate whether, or to what extent,
any future outbreak of epidemics or pandemics or other health crises may have an impact on the business, operations and financial condition of the Company. The outbreak of epidemics,
pandemics or other public health crises, such as COVID-19 pandemic, may result in volatility and disruptions global supply chains and financial markets, as well as declining trade and
market sentiment and reduced mobility of people, all of which could affect prices, interest rates, credit ratings, credit risk, share prices and inflation. The risks to the Company of such
public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labor
costs, regulatory changes, political or economic instabilities or civil unrest as well as the Company’s ability to service its obligations as they arise. As such, the impacts of such crises may
have a material adverse effect on the Company’s business, results of operations and financial condition and the market price of the Common Shares. There can be no assurance that the
Company’s personnel or its contractors’ personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased safety and
medical costs / insurance premiums as a result of these health risks.
Impact of New Tariffs on Supply Chain and Cost Structure
The implementation of new tariffs or changes to existing trade policies, particularly in the United States, may negatively affect POET Technologies’ global supply chain and cost structure.
Tariffs on imported components or finished goods could increase the cost of materials and manufacturing, leading to higher overall production expenses. This could impact the company’s
profitability, pricing strategies, and competitive positioning in key markets. While POET Technologies continues to evaluate strategies to mitigate these risks, including potential
alternative sourcing options, the unpredictability of future trade policies presents a significant challenge that could adversely affect the company’s financial performance.
Risks Related to Our Common shares
Our stock price has been and may continue to be volatile.
The trading price for our common shares on the TSXV has been and is likely to continue to be highly volatile. Although we have registered our stock with the SEC, the U.S. market for
our shares has been slow to develop, and if and as such a market develops, prices on that market are also likely to be highly volatile. The market prices for securities of early-stage
technology companies have historically been highly volatile.
13

Factors that could adversely affect our stock price include:
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fluctuations in our operating results and our financial condition;
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announcements of new products, partnerships or technological collaborations and announcements of the results or further actions in respect of any products, partnerships or
collaborations, including termination of same;
●
innovations by us or our competitors;
●
governmental regulation;
●
developments in patent or other proprietary rights;
●
the results of technology and product development testing by us, our partners or our competitors;
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litigation;
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general stock market and economic conditions;
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number of shares available for trading (float); and
●
inclusion in or dropping from stock indexes.
As of March 20, 2025, our 52-week high and low closing market prices for our common shares on the TSXV were CA$10.53 and CA$1.14. In the past, following periods of volatility in
the market price of a company’s securities, securities class-action litigation has often been brought against that company. We may become involved in this type of litigation in the future.
Litigation of this type may be expensive to defend and may divert our management’s attention and resources from the operation of our business
The listing of our common shares on multiple exchanges may adversely affect the liquidity and value of our common shares.
Currently, our common shares are traded on the TSXV and Nasdaq. We cannot predict the effect of listing our common shares on multiple exchanges on the market price of our common
shares, and listing on multiple exchanges may dilute the liquidity of these securities in one or more markets.
We have historically obtained, and expect to continue to obtain, additional financing primarily by way of sales of equity, which may result in significant dilution to existing
shareholders.
We have not earned profits, so the Company’s ability to finance operations is chiefly dependent on equity financings. Funds raised through equity public offerings, financing through
private placements or the exercise of stock options and warrants and the conversion of convertible debt into common shares in support of the Company’s business has resulted in
significant shareholder dilution. Further equity financings will also result in dilution to existing shareholders, and such dilution could be significant.
Future sales of common shares, or the prospect of future sales, may depress our stock price. The exercise of share purchase options and warrants will create dilution which could
adversely affect the Company’s shareholders.
Sales of a substantial number of common shares, or the perception that sales could occur, could adversely affect the market price of our common shares. Additionally, as of March 20,
2025, there were outstanding options to purchase up to 9,594,880 of our common shares. As of March 20, 2025, there were outstanding warrants to purchase 17,532,038 of our common
shares. The holders of these options and warrants have an opportunity to profit from a rise in the market price of our common shares with a resulting dilution in the interests of the other
shareholders. The existence of these options and warrants may adversely affect the terms on which we may be able to obtain additional financing. The weighted average exercise price of
issued and outstanding options is CAD$2.12, the weighted average exercise price of warrants is CAD$3.47, which compares to the CAD$6.10 market price at closing on March 20, 2025.
If all of these securities were exercised, an additional 27,126,918 common shares would become issued and outstanding. This represents an increase of 34.74% in the number of shares
issued and outstanding and would result in significant dilution to current shareholders
14

The rights of our shareholders may differ from the rights typically afforded to shareholders of a U.S. corporation.
We are incorporated under the Business Corporations Act (Ontario) (the “OBCA”). The rights of holders of our common shares are governed by the laws of the Province of Ontario,
including the OBCA, by the applicable laws of Canada, and by our Articles of Continuance and all amendments thereto (collectively, the “Articles”), and our by-laws (the “By-laws”).
These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. The principal differences include without limitation the following:
Under the OBCA, we have a lien on any common share registered in the name of a shareholder or the shareholder’s legal representative for any debt owed by the shareholder to us. Under
U.S. state law, corporations generally are not entitled to any such statutory liens in respect of debts owed by shareholders.
With regard to certain matters, we must obtain approval of our shareholders by way of at least 66 2/3% of the votes cast at a meeting of shareholders duly called for such purpose being
cast in favor of the proposed matter. Such matters include without limitation: (a) the sale, lease or exchange of all or substantially all of our assets out of the ordinary course of our
business; and (b) any amendments to our Articles including, but not limited to, amendments affecting our capital structure such as the creation of new classes of shares, changing any
rights, privileges, restrictions or conditions in respect of our shares, or changing the number of issued or authorized shares, as well as amendments changing the minimum or maximum
number of directors set forth in the Articles. Under U.S. state law, the sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation generally requires
approval by a majority of the outstanding shares, although in some cases approval by a higher percentage of the outstanding shares may be required. In addition, under U.S. state law the
vote of a majority of the shares is generally sufficient to amend a company’s certificate of incorporation, including amendments affecting capital structure or the number of directors.
Pursuant to our By-laws, two persons present in person or represented by proxy and each entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of
shareholders. Under U.S. state law, a quorum generally requires the presence in person or by proxy of a specified percentage of the shares entitled to vote at a meeting, and such
percentage is generally not less than one-third of the number of shares entitled to vote.
Under rules of the Ontario Securities Commission, a meeting of shareholders must be called for consideration and approval of certain transactions between a corporation and any “related
party” (as defined in such rules). A “related party” is defined to include, among other parties, directors and senior officers of a corporation, holders of more than 10% of the voting
securities of a corporation, persons owning a block of securities that is otherwise sufficient to affect materially the control of the corporation, and other persons that manage or direct, to a
substantial degree, the affairs or operations of the corporation. At such shareholders’ meeting, votes cast by any related party who holds common shares and has an interest in the
transaction may not be counted for the purposes of determining whether the minimum number of required votes have been cast in favor of the transaction. Under U.S. state law, a
transaction between a corporation and one or more of its officers or directors can generally be approved either by the shareholders or a by majority of the directors who do not have an
interest in the transaction.
Neither Canadian law nor our Articles or By-laws limit the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act
(the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”). The Investment Act generally prohibits implementation of a
direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act (a
“non-Canadian”), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common
shares of the Company by a non-Canadian (other than a “WTO Investor,” as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct
control of the Company, and the value of the assets of the Company were CA$5.0 million or more (provided that immediately prior to the implementation of the investment the Company
was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non- Canadian other than a WTO Investor if, immediately prior to
the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of
the Company and the value of the assets of the Company equaled or exceeded certain threshold amounts determined on an annual basis. The threshold for a pre-closing net benefit review
depends on whether the purchaser is: (a) controlled by a person or entity from a member of the WTO; (b) a state-owned enterprise (SOE); or (c) from a country considered a “Trade
Agreement Investor” under the Investment Act. A different threshold also applies if the Canadian business carries on a cultural business.
15

A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the Company for purposes of the Investment Act if he or she acquired a majority of the
common shares of the Company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it
could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national”
of a country (other than Canada) that is a member of the WTO (“WTO Member”) or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO
Investor” if it is a “WTO Investor-controlled entity,” pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common
shares would be exempt from the Investment Act, including:
●
an acquisition of our common shares if the acquisition were made in connection with the person’s business as a trader or dealer in securities;
●
an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to
the provisions of the Investment Act; and
●
an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control
of the Company, through the ownership of voting interests, remains unchanged. Under U.S. law, except in limited circumstances, restrictions generally are not imposed on the
ability of non- residents to hold a controlling interest in a U.S. corporation.
As a “foreign private issuer”, the Company is exempt from certain sections of the Exchange Act, which results in shareholders having less complete and timely information
concerning the Company than if the Company were a domestic U.S. issuer.
As a “foreign private issuer,” as defined under the U.S. securities laws, we are exempt from certain sections of the Exchange Act. In particular, we are exempt from the proxy statement
rules that are applicable to domestic U.S. issuers. The Company submits its proxy materials and annual meeting of shareholder information (which are prepared in accordance with
Canadian standards) by filing a Form 6-K with the SEC, although those documents typically have more limited information than the corresponding documents required to be filed by U.S.
domestic issuers, which results in our shareholders having less complete and timely data, including, among others, with respect to disclosure of: (i) personal and corporate relationships
and age of directors and officers; (ii) material legal proceedings involving the Company, affiliates of the Company, and directors, officers promoters and control persons; (iii) the identity
of principal shareholders and certain significant employees; (iv) related party transactions; (v) audit fees and change of auditors; (vi) voting policies and procedures; (vii) executive
compensation; and (viii) composition of the Compensation Committee. In addition, in light of the Company’s status as a foreign private issuer, the officers, directors and principal
shareholders of the Company are exempt from the short-swing insider disclosure and profit recovery provisions of Section 16 of the Exchange Act. The foregoing exemption results in our
shareholders having less data in that regard than is made available by U.S. domestic issuers.
As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital
Market (“Nasdaq”) corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq’s
corporate governance listing standards.
As a foreign private issuer listed on Nasdaq, we are subject to Nasdaq’s corporate governance listing standards. However, pursuant to Nasdaq rules, foreign private issuers are permitted to
follow the corporate governance practices of their home country in certain instances, provided that disclosure regarding which requirements have not been complied with and confirmation
regarding applicable Canadian corporate governance practices which are being followed has been provided. The Company has availed itself of the ability to follow applicable corporate
governance standards of its home country in certain instances, and provided such disclosures and confirmations in applicable periodic reports filed with the SEC. Certain corporate
governance practices in Canada, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. Therefore, our shareholders may be afforded less
protection than they otherwise would have in certain instances as a result of following such Canadian corporate governance practices.
16

The Company may lose its foreign private issuer status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us to incur significant
legal, accounting and other expenses.
We are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicable to U.S.
domestic issuers. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly,
the next determination will be made with respect to us on June 30, 2025. In order to maintain our current status as a foreign private issuer, either (a) a majority of our common shares must
be owned of record by persons who are not residents or citizens of the United States or (b)(i) a majority of our executive officers and a majority of our directors cannot be citizens or
residents of the United States, (ii) more than 50 percent of our assets must be located outside the United States and (iii) our business must be administered principally outside the United
States. As the Company previously announced on November 22, 2024, subject to approval of the TSXV, the Company intends to delist its common shares from the TSXV, following
which, in the future, the Company expects to lose its status as a foreign private issuer and also as an MJDS-eligible issuer (as discussed below). If we lose our status as a foreign private
issuer, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domestic issuers, including the requirement to prepare our financial
statements in accordance with U.S. generally accepted accounting principles, which are more detailed and extensive than the requirements for foreign private issuers. We may also be
required to make changes in our corporate governance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securities laws if
we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher than the cost we would incur as a foreign private issuer. As a
result, we expect that a loss of foreign private issuer status would increase our legal and financial compliance costs and would make some activities highly time consuming and costly. If
we lose foreign private issuer status and are unable to comply with the reporting requirements applicable to a U.S. domestic issuer by the applicable deadlines, we would not be in
compliance with applicable SEC rules or the rules of Nasdaq, which could cause investors could lose confidence in our public reports and could have a material adverse effect on the
trading price of our common shares.
Additionally, we are currently eligible to use the multijurisdictional disclosure system (“MJDS”), which, among other things, allows eligible Canadian issuers to make registered public
offerings in the United States using a prospectus prepared and reviewed in Canada that is mainly, although not exclusively, in accordance with Canadian disclosure requirements. If the
Company no longer qualifies as a foreign private issuer, it would not be eligible to use the MJDS, or other foreign issuer forms for certain securities offerings. The regulatory and
compliance costs under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer eligible for MJDS.
If the Company is characterized as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences.
As more fully described below in Item 10.E. “Taxation” — United States Federal Income Tax Considerations — Passive Foreign Investment Company Status”, if for any taxable year our
passive income, or the value of our assets that produce (or are held for the production of) passive income, exceed specified levels, we may be characterized as a passive foreign investment
company (“PFIC”) for U.S. federal income tax purposes. This characterization could result in adverse U.S. tax consequences to our U.S. shareholders, including gain on the disposition of
our common shares being treated as ordinary income and any resulting U.S. federal income tax being increased by an interest charge. Rules similar to those applicable to dispositions
generally will apply to certain “excess distributions” in respect of our common shares.
The actual allocation of proceeds from any financing undertaken may differ from the Company’s initial or current intentions.
The Company has discretion in the use of the net proceeds from any offering of equity securities. The Company may elect to allocate proceeds differently from its initial or current
intentions. The failure by the Company’s management to apply these funds effectively could have a material adverse effect on its business.
17

Warrants included with financings
Warrants offered with financings are not listed on any exchange. Investors may be unable to sell the warrants at the prices desired or at all. There is no existing trading market for the
warrants and there can be no assurance that a liquid market will develop or be maintained for the warrants, or that an investor will be able to sell any of the warrants at a particular time (if
at all). The liquidity of the trading market in the warrants, and the market price quoted for the warrants, may be adversely affected by, among other things:
●
changes in the overall market for the warrants;
●
changes in the Corporation’s financial performance or prospects;
●
changes or perceived changes in the Corporation’s creditworthiness;
●
the prospects for companies in the industry generally;
●
the number of holders of the warrants;
●
the interest of securities dealers in making a market for the warrants; and
●
prevailing interest rates.
Item 4. Information on the Company
A.
History and Development of the Company.
The legal and commercial name of the Company is POET Technologies Inc. The Company was originally incorporated under the British Columbia Company Act on February 9, 1972 as
Tandem Resources Ltd. On November 14, 1985, Tandem Resources Ltd. amalgamated with Stanmar Resources Ltd. and Keezic Resources Ltd., to continue as one company under the
name Tandem Resources Ltd. under the British Columbia Company Act. By Articles of Continuance dated January 3, 1997, Tandem Resources Ltd. was continued under the OBCA. By
Articles of Amendment dated September 26, 2006, Tandem Resources Ltd. changed its name to OPEL International Inc. By Certificate of Continuance dated January 30, 2007, OPEL
International Inc. was continued under the New Brunswick Business Corporations Act. By Articles of Continuance dated November 30, 2010, OPEL International Inc. was continued
under the OBCA and changed its name to OPEL Solar International Inc. By Articles of Amendment dated August 25, 2011, OPEL Solar International Inc. changed its name to OPEL
Technologies Inc. By Articles of Amendment dated July 23, 2013, OPEL Technologies Inc. changed its name to POET Technologies Inc.
On May 11, 2016, in an all-stock transaction, the Company acquired all the issued and outstanding shares of DenseLight Semiconductor Pte. Ltd., a privately held Singapore company that
provides optical solutions. DenseLight designs, manufactures and sells optical light source products. DenseLight was acquired for $10,500,000 of the Company’s stock. The Company
issued 1,361,115 common shares to the former shareholders of DenseLight.
On November 8, 2019, the Company sold 100% of the issued and outstanding shares of DenseLight for $26,000,000. The Company recognized a gain on the sale of $8,707,280.
On June 22, 2016, in an all-stock transaction, the Company acquired all the issued and outstanding shares of BB Photonics Inc., a privately held US Company with a wholly owned
subsidiary, BB Photonics UK Ltd. Both companies design integrated photonics solutions for the data communications market. BB Photonics and its subsidiary were acquired for
consideration of $1,550,000. The acquisition was settled with the issuance of 199,609 common shares of the Company to the former shareholders of BB Photonics. The Company
dissolved BB Photonics UK Ltd. on October 6, 2020.
On May 17, 2019, the Company established POET Technologies Pte. Ltd. (“PTS”), a wholly owned subsidiary in Singapore. On August 4, 2020, PTS established POET Optoelectronics
Shenzhen Co., Ltd (“POET SZ”), a wholly owned subsidiary in Shenzhen, China.
On October 22, 2020, the Company signed a Joint Venture Agreement establishing a joint venture company, Super Photonics Xiamen Co., Ltd with Xiamen Sanan Integrated Circuit Co.
Ltd. Super Photonics Xiamen Co., Ltd was formed on March 12, 2021.
18

On December 31, 2024, the Company acquired the shares of Super Photonics Xiamen Co.,Ltd from Sanan for $6,500,000. As of December 31, 2024, the Company owned 100% of Super
Photonics Xiamen Co.,Ltd.
The following is a graphic description of the Company and its subsidiaries:
OPEL Solar, Inc. (OPEL)
OPEL is a wholly-owned subsidiary of POET Technologies and is the assignee for all patents and patent applications filed by the Company prior to 2019.
ODIS Inc. (“ODIS”)
ODIS is a wholly owned subsidiary of OPEL Solar, Inc. and is the designer of the POET Optical Interposer platform, and developer of optical engines based on the POET Optical
Interposer platform.
BB Photonics Inc.
BB Photonics developed photonic integrated components for the datacom and telecom markets utilizing embedded dielectric technology that enabled the partial integration of active and
passive devices into photonic integrated circuits. BB Photonics’ operation is currently dormant.
POET Technologies Pte Ltd. (“PTS”)
PTS is a wholly owned subsidiary of POET Technologies Inc. Situated in Singapore, PTS designs and tests variations of the POET Optical Interposer for specific applications. PTS also
develops the assembly and test methodologies for the production of optical engines designed by ODIS.
POET Optoelectronics Shenzhen Co., Ltd (“POET SZ”)
POET SZ is a wholly owned subsidiary of PTS. Situated in Shenzhen, China, PTSZ validates optical engine designs produced by ODIS and works with customers to incorporate optical
engine designs into modules.
Super Photonics Xiamen Co., Ltd, (“SPX”)
SPX is a wholly owned subsidiary of PTS, situated in Shenzhen, China. SPX was established with a sole purpose to assemble, test, package and sell cost-effective, high-performance
optical engines based on POET’s proprietary Optical Interposer platform technology.
19

The Company operates geographically in the United States, Canada, Singapore and China.
Capital Expenditures
Our capital expenditures for the last three years, which principally consist of purchases of research and development equipment and instrumentation and patents are as follows:
Period
Capital Expenditure
Purpose
Fiscal 2024
$
10,378,210
Instruments, equipment and patents
Fiscal 2023
$
1,247,064
Instruments, equipment and patents
Fiscal 2022
$
3,074,037
Instruments, equipment and patents
The Company’s registered office is located at Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario, Canada M4P 1E2 and its phone number is (416) 368-9411. The Company has
operations at Suite 308, 1605 N. Cedar Crest Boulevard, Allentown, PA, 18104, 21 Changi North Way, #04-06, Singapore, 498774 and Unit 02, 10th Floor, A4 Building, Kexing Science
Park, No.15 Keyuan Road, Science Park Middle District, Nanshan District, Shenzhen, 518057, SPX, No. 799 MinAn Avenue, HongTang Town, TongAn District, Xiamen City, Fujian
Province, P.R.C.
The information appearing in Item 5.B under the heading “Capital Expenditures” of this Annual Report is incorporated by reference herein.
Where You Can Find More Information
The information appearing in Item 10.H. “Documents on Display” of this Annual Report is incorporated by reference herein.
B.
Business Overview.
Overview
The Company is incorporated under the laws of the Province of Ontario. The Company’s shares trade under the symbol “POET” on the Nasdaq in the U.S and under the symbol “PTK” on
the TSX Venture Exchange in Canada.
POET Technologies is a design and development company offering photonic integrated packaging solutions based on the POET Optical Interposer™, a novel platform that allows the
seamless integration of electronic and photonic devices onto a single chip using advanced wafer-level semiconductor manufacturing techniques. The semiconductor industry has adopted
the term “Wafer-Level Chip-Scale Packaging” (or “WLCSP”) to describe similar approaches within the semiconductor industry. POET’s Optical Interposer eliminates costly components
and labor-intensive assembly, alignment, and testing methods employed in conventional photonics. We believe the cost-efficient integration scheme and scalability of the POET Optical
Interposer brings value to devices or systems that integrate electronics and photonics, including high-growth areas of communications and computing. The emergence of Artificial
Intelligence (AI) systems over the past year has placed extraordinary demands on cloud-based AI service providers and hyperscale data centers for increases in network speeds and
bandwidth and decreases in latency. We believe that chip-scale integration is essential to developing hardware that can meet such demands and that POET is on the forefront of providing
scalable solutions for current and future AI systems.
POET targeted as the first application of the Optical Interposer the development of optical engines for optical transceivers used in internet data centers. Optical Engines include all the
passive and active components related to the production, manipulation, and detection of light within an Optical Transceiver. Optical Transceivers plug into switches and servers within the
data center and allow these network devices to send and receive data over fiber-optic cables. We chose this market because it is large in size, has established standards for device
performance, and the unit volumes of devices shipped annually are exceptionally high. It is a market in which our advantages of cost, power consumption and ability to scale rapidly allow
us to be competitive with other suppliers.
20

The rapid growth of AI software systems represents a profound opportunity for POET. We believe that the rapid growth of software services can only be sustained with hardware that
meets the challenges of increasing speed and bandwidth, lower latency, lower power consumption, lower cost, and the ability to scale to the volumes that will be required by data centers
globally. POET meets these challenges in two ways: first, by providing to the market integrated, chip-scale Optical Engines that perform at the levels that are now being deployed in the
most advanced AI clusters at speeds of 800Gbs (gigabits per second); and second, by offering what we believe is currently the only viable path to increasing the speeds and bandwidth of
Optical Transceivers to 1.6Tbs (terabits per second) and 3.2Tbs in industry-standard pluggable form factors. In addition, we have used our Optical Interposer technology to develop Light
Source products that address newly emerging architectures in data centers that are based on chip-to-chip data transfer using light, rather than electrons, which resolves speed, bandwidth,
latency, heat-generation and cost issues at a fundamental level. The combination of POET’s focus on leading-edge Optical Transceivers and Light Source products for next generation data
center architectures essentially places POET among a small number of suppliers globally that are truly “pure play” AI hardware companies.
Research & Development
Beginning in 2017, POET began designing lasers for data communications applications and directed DenseLight Semiconductors, Pte. Ltd., a former subsidiary of the Company, to build
such lasers to be compatible with the Optical Interposer platform. In 2019, the Company decided to adopt a “fab light” strategy, common among semiconductor companies, and divested
its fabrication operations through the sale of DenseLight in November of that year. From 2018 - 2020, virtually all the R&D spending in the Company was dedicated to design &
development of the Optical Interposer as a versatile platform technology, replete with features that enhance its utility across a variety of application spaces.
During the second half of 2021, the Company transitioned to product development by investing more than $2 million in the design & development of 100G and 200G optical engines in
several configurations, including customized designs for specific customers and applications. Samples of optical engines at various stages of development were made available and
delivered to customers in 2022 for initial evaluation and in 2023 for design and customer qualification. POET’s effort in lower speed Optical Engine design and production was intended
primarily as a way for POET to demonstrate the viability and market acceptance of its unique approach to integration and fabrication and to establish an initial presence in the market.
However, the Company’s primary strategy is to offer Optical Engines at the highest speeds at which customers are deploying Optical Transceivers. In 2025, we expect that we will be
primarily in 800G, and heavily focused on those hyperscale data centers actively implementing AI services. Consistent with this strategy, the Company has invested approximately $20
million in design, development and engineering programs related to its 400G and 800G transmit and receive chiplets (combined in multiples to achieve 800G, 1.6T and 3.2T speeds), in
light source products and fabrication techniques.
The Company designed, tested and sampled a first generation of its 400G transmit (Tx) engines in 2024, and its 800G receive (Rx) engine with various customers. The 800G Rx engine
was well received, fully qualified and has been incorporated in the optical transceiver modules of several customers during 2024. The Company is expected to sample its second
generation of 400G and 800G Tx engines in 2025, including versions that will enable the production of 800G, 1.6T and 3.2T optical engine chipsets. So long as the Company provides
Optical Engines to optical transceiver module customers, there will always be customer centric adjustments to these products to fit their specific needs. The cost to make these adjustments
will vary depending on the customer requirements.
The Company invested approximately $9.2 million in 2024 in the development of its 800G and 1.6T optical engine chipsets and light sources for artificial intelligence and is expected to
invest an additional $10.8 million between 2025 and 2026 on these products. The Company is also committed to the development and sale of POET optical transceiver modules for niche
markets in 2025, representing a critical next phase of its growth plan. Investment on Optical transceiver modules is estimated at $8.0 million over the next two years.
21

Target Markets
Data Center AI Market
To support the substantial increase in bandwidth consumption, data center operators are increasing the scale of their data centers and deploying infrastructure capable of higher data
transmission rates. At the present time, much of the industry is moving from 100G to 400G and higher. With the growth of AI networks, interest in acquiring 800G capable optical
transceivers has literally skyrocketed. DataIntelo Report (2024) reports that the global 800G transceiver market was approximately $1.5 billion in 2023 and is projected to reach $9.8
billion by 2032, a CAGR of 22.8%1. As transceiver speeds have increased the cost and complexity of assembling optical modules has also increased, few module makers have the ability
to achieve economies of scale with conventional, non-semiconductor-based approaches. We believe that products incorporating the Company’s unique technology will enable POET to
capture a significant share of this large market, especially at the cutting edge of higher speeds, particularly as AI-driven data centers increasingly deploy 800G optical transceivers and are
actively looking for 1.6T and eventually 3.2T capabilities
Light Source Markets
There are numerous established companies and start-ups addressing the need to lower power consumption and increase the efficiency of the GPUs and memory devices typically used in
AI systems. To date, these bandwidth and efficiency issues have been addressed by increasing the capabilities and protocols at which electronic data network systems operate. To achieve
lower power, several device makers are beginning to design systems to utilize light, instead of electrons to either perform certain computations, or to manage data traveling in and out of
the processor and memory chips. Using light offers significant advantages of speed and lower heat generation than comparable electronic-only devices. There are currently no reliable
sources that the Company has been able to find that estimate the current or future size of this market. However, we expect that when the hardware is fully developed and the market
emerges, it is bound to be very large, and could eclipse the market for optical transceivers.
The market for AI GPU servers has been experiencing significant growth, driven by the increasing demand for artificial intelligence and machine learning applications across various
industries. As of recent estimates, the AI GPU market size was valued at approximately $17.58 billion in 2023. Projections indicate robust expansion, with the market expected to reach
$113.93 billion by 2031. This growth corresponds to a compound annual growth rate (CAGR) of 30.60% over the forecast period from 2024 to 20312.
Other Potential Photonics Markets
Other markets for POET’s integrated photonics solutions include 5G interconnect markets, such as PON and GPON, edge computing for machine-to-machine communications, and
selected sensing markets, including LIDAR, Optical Coherence Tomography for medical devices, and certain consumer products, such as virtual reality systems.
Manufacturing
To address the challenge of producing devices in the large quantities needed by customers in the high-volume data communications industry, POET entered into an agreement in late 2020
with SAIC, to form a joint venture (“JV”) aimed at assembling, testing, and selling POET-designed optical engines in high volumes. Sanan is the world’s largest manufacturer of
compound semiconductor devices, producing over 25 million eight-inch wafers per year across a variety of substrate types and applications. The joint venture, named SPX, was
established to assemble, test, and sell optical engines based on the POET Optical Interposer, along with devices procured from various suppliers, including SAIC, into finished products.
With certain exceptions for specific customers, optical engines for 100G and 200G applications were to be sold exclusively worldwide by SPX, while 400G optical engines would be sold
by SPX in the China territory, with POET handling the sale of 400G and 800G optical engines in the United States, Europe, and other regions outside of China.
1 DataIntelo, “800 Gbps Transceiver Market Research Report 2032”, 2024.
2 Verified Market Research, “Global Ai GPU Market Size By Type of GPU”, October 2024.
22

POET did a detailed assessment of its production strategy and in connection with its goal of transitioning to wafer-scale manufacturing, diversifying its production locations and mitigating
geo-political risks, POET engaged with Globetronics Manufacturing Sdn. Bhd. (“GMSB”) to manufacture its optical engines in Malaysia. POET’s access to over 10,000 sqft of
manufacturing space with access to additional space as the Company grows and approximately $1.7 million of capital equipment to be purchased by GMSB in order to expand
manufacturing on-behalf of POET will allow POET the opportunity to produce over one million optical engines per year, dedicated to the 800G and higher speed transceivers required for
AI clusters.
Coincident with formalizing a master agreement for volume production with GMSB, POET acquired the remaining equity of SPX owned by Sanan, which provided POET with full
control of the joint venture. This move allowed the Company to establish assembly facilities apart from the JV in any country. Following the acquisition, POET initiated an action to wind-
up SPX in 2025, marking the completion of the transition to full operational control of manufacturing and eliminating production of optical engines in China.
Our Strategy
Our vision for the Company is to become a global leader in chip-scale photonic solutions by deploying products based on our Optical Interposer technology and optical engine designs
over a broad range of vertical market applications. Our Mission for the Company is to establish an industry leadership position based on the full “semiconductorization” of the photonics
industry, producing validated, disruptive, IP protected products globally.
We recently refined our strategy to reflect our current thinking about how best to achieve our vision and mission for the Company:
●
Ramp production capabilities at GMSB. POET’s agreement with GMSB in Malaysia supports its vision and mission by establishing wafer-level manufacturing, reducing
reliance on China, and enhancing supply chain resilience. The partnership enables POET to scale production efficiently, leveraging Globetronics’ expertise in high-volume
semiconductor manufacturing to meet growing demand in the optical interconnect market. This collaboration enhances POET’s operational control, ensuring high-quality
standards, faster production, and better supply chain management. It also opens doors to key global markets, strengthening POET’s position as a leader in optical solutions for
data communications and AI technologies
●
Engage with industry leaders and incumbents. We will continue to promote the potential of the Optical Interposer and POET-designed Optical Engines to solve critical
challenges with current approaches to data transfer in data center and telecom applications, especially to those hyperscale data centers implementing large-scale AI applications.
We believe that the size, performance and design flexibility of POET’s chip-scale approach to integration and to the rapid introduction of successive product generations is an
enabling technology that will allow POET to enter markets where relatively few competitors will have the requisite technology to succeed.
●
Transition to making Optical Transceiver Modules for direct sales to end-users. In addition to adding features to the Optical Interposer, we have added essential electronic
components, such as Trans Impedance Amplifiers (TIAs) and laser drivers to the interposer platform, which improves performance and lowers the cost of module assembly. We
intend to add the necessary capabilities for design and development optical transceiver modules, either through internal development or in collaboration with other companies.
Being most familiar with the unique capabilities of our technology, we believe that we are in a position to rapidly extend our expertise to complete optical modules. Doing so has
the advantage of avoiding a lengthy sales and qualification cycle (i.e., selling to module makers who then sell to end users) and being able to sell directly to end users, showcasing
our own branded products to network equipment suppliers and data center operators. However, so as not to compete with our optical module customers, our current plan is to sell
our optical modules, once developed, into niche rather than mainstream applications.
●
Pursue complementary strategic alliance or acquisition opportunities for inorganic growth. We intend to evaluate and selectively pursue strategic alliances or acquisition
opportunities for growth and vertical integration that we believe will accelerate our penetration of specific applications or vertical markets with our technology or products.
●
Explore technology licensing opportunities for growth in non-target sectors. It is not possible for the Company to pursue all potential applications for the POET Optical
Interposer. We will carefully consider opportunities to license our technology to others when and if appropriate.
Our Products
POET Optical Engine Products currently include the following:
●
100G LR4 Tx and Rx
●
200G FR4 Tx and Rx
●
400G/800G FR4 Rx with integrated TIA
●
400G/800G FR4 Tx with integrated Driver
●
1.6T 4xFR4 Rx with integrated TIA
●
200G/Lane Tx & Rx for 1.6T and 3.2T
●
LightBar: C-Band External Light Source
●
LightBar: O-Band External Light Source
Seasonality
The industry doesn’t experience significant fluctuations due to seasonality, but it is heavily influenced by longer-term trends such as technological advancements, product innovation, and
shifts in global demand—like the growing need for data centers, 5G infrastructure, and electric vehicles. These factors can have a substantial impact on the industry’s overall cycle.
Competition
The photonics market is intensely competitive and we expect experience intense competition from a number of manufacturers with alternative technologies. Many of our competitors will
be larger than we are and have significantly greater financial, marketing and other resources.
In addition, several of our competitors, especially in the datacom markets, have large market capitalizations or cash reserves and are much better positioned to acquire other companies to
gain new technologies or products that may displace our products. Data center equipment providers, who we expect to become our customers, and data center service providers, who are
supplied by our customers, may decide to manufacture the optical subsystems that we plan to provide. We may also encounter potential customers that, because of existing relationships,
are committed to the products offered by these competitors.
We believe the principal competitive factors in our target markets include the following:
●
use of internally manufactured components;
●
product breadth and functionality;
●
timing and pace of new product development;
●
breadth of customer base;
●
technological expertise;
●
reliability of products;
●
product pricing; and
●
manufacturing efficiency.
We believe that we can compete favorably with respect to the above factors based on processes, the projected performance, anticipated inherent reliability of our products, our technical
expertise in photonic engine design and manufacture and cost.
23

Intellectual Property
We have 76 issued patents and 33 patent applications pending, including three provisional patent applications. Of the 76 issued patents, 42 are directly related to the Optical Interposer and
include fundamental design and process patents. All 33 applications pending are Optical Interposer-related. Multiple additional applications are in various stages of preparation. The
patents cover device structures, underlying technology related to the Optical Interposer, applications of the technology, and fabrication processes. We intend to continue to apply for
additional patents in the future. We believe these patents provide a significant barrier to entry against competition along with company trade secrets and know-how. Currently, we are
working on the design of integrated devices, manufacturing processes, assembly and packaging processes, and products for data communication applications in the data center market.
Regulation
While there are no discreet governmental bodies that regulate the semiconductor industry, broader national and local policies may impact the sector in significant ways. Trade policies,
such as export controls and tariffs, can influence global supply chains and access to critical technologies, affecting companies’ ability to operate internationally. Government subsidies and
incentives, like the U.S. CHIPS Act, can stimulate domestic manufacturing and reduce reliance on foreign suppliers,  shaping industry competitiveness. Conversely, stringent
environmental regulations or labor laws can increase production costs and force companies to adapt their operations. Additionally, intellectual property protections and antitrust
enforcement ensure fair competition and foster innovation, but may also lead to legal battles that affect market dynamics. Overall, while regulations are not centrally unified, the
combination of these policies can either create opportunities or present challenges that impact the growth, strategy, and global positioning of semiconductor companies.
Geographic Distribution of Revenue
Revenue and geographic markets in 2024, 2023 and 2022 were approximately as follows:
Region
2024
2023
2022
Europe
$
41,427
$
191,225
$
58,998
North & South America
$
-
$
274,552
$
493,750
C.
Organizational Structure.
The following graphically displays the organizational structure of the Company:
(1) There are 28,374,000 Class A Common Shares of OPEL Solar, Inc. issued and outstanding, all of which are held by the Company. There are no other outstanding securities of OPEL
Solar, Inc. other than the Class A Common Shares.
(2) There are 5 Common Shares of ODIS Inc. issued and outstanding, held by OPEL Solar, Inc.
(3) There is 1 Ordinary share of POET Technologies Pte Ltd. issued and outstanding, held by POET Technologies Inc.
(4) There are 1,000,000 Preferred Shares and 1,050,100 Common shares of BB Photonics Inc. issued and outstanding, all of which are held by the Company. There are no other
outstanding securities of BB Photonics Inc.
(5) POET Optoelectronics Co, Ltd. is a wholly owned subsidiary of POET Technologies Pte. Ltd with a registered capital of RMB1,168,833.
(6) Super Photonics Xiamen Co., Ltd is a wholly owned subsidiary of POET Technologies Pte. Ltd with a registered capital of RMB190,729,429.
24

D.
Property, Plants and Equipment.
The Company’s head Canadian office is located in a 400 sq. ft. leased office space in Toronto, Ontario, Canada. The US based operations are in a leased 3,883 sq. ft. space in Allentown,
Pennsylvania. Our testing operations are located in a 4,669 sq. ft leased facility in Singapore. Our product development operation is located in a 2,830 sq. ft leased facility in Shenzhen,
China. Our manufacturing and assembly space is located in a 5,000 sq. ft leased facility in Xiamen, China.
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
The following discussion should be read in conjunction with the audited consolidated financial statements of the Company and the related notes for the years ended December 31, 2024,
2023 and 2022 and the accompanying notes thereto included elsewhere in this Annual Report. This discussion contains forward-looking statements that involve risks and uncertainties.
See “Cautionary Statements Regarding Forward-Looking Statements” discussed above. Actual results could differ materially from those anticipated by forward-looking information due to
factors discussed under “Item 3.D. Risk Factors” and “Item 4.B. Business Overview.”
A.
Operating Results.
The information in this section should be read in conjunction with our audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022 and related notes
and the information contained elsewhere in this report.
The company operates in a sector which is highly influenced by federal policies, however in 2024, these policies did not have a material impact on our operations. Federal incentives, such
as the CHIPS Act, provide funding opportunities that could support our expansion and R&D efforts within the U.S. Additionally, trade policies and export controls may impact our ability
to access certain markets or technologies, particularly in the context of international competition and national security concerns.
Cash and cash equivalents
Cash and cash equivalents consist of cash in current accounts of $26,365,574 (2023 - $1,249,116, 2022 - $1,981,765) and funds invested in US and Canadian cashable Term Deposits of
$10,778,185 (2023 - $1,769,953, 2022 - $7,248,080) earning interest at 5.4% and maturing in less than one year.
Short-term investments
The short-term investments of $16,672,811 (2023 - nil, 2022 - nil) consist of guaranteed investment certificates (GICs) held with one Canadian chartered bank and earn interest at rates
ranging from 4.35% to 4.5%, that mature within one year
Selected Annual Data
The selected financial data of the Company for the years ended December 31, 2024, 2023 and 2022 was derived from the audited annual consolidated financial statements of the Company.
The December 31, 2024 audited consolidation financial statements were audited by Davidson & Company LLP and the December 31, 2023 and 2022 audited consolidated financial
statements were audited by Marcum LLP. Both firms are independent registered public accounting firms, as described in their respective reports which are included in this Annual Report.
The information contained in the selected financial data for the 2024, 2023 and 2022 years is qualified in its entirety by reference to the Company’s consolidated financial statements and
related notes included under the heading ITEM 17. “Financial Statements” and should be read in conjunction with such financial statements and with the information appearing under the
heading ITEM 5 “Operating and Financial Review and Prospects”. Except where otherwise indicated, all amounts are presented in accordance with IFRS as issued by IASB.
The selected annual information for continuing operations for 2024, 2023 and 2022 can be further analyzed as follows:
Research and development can be analyzed as follows:
2024
2023
2022
Wages and benefits
$
4,388,075
$
4,298,207
$
4,267,937
Subcontract fees
2,134,948
1,864,122
2,946,729
Stock-based compensation
2,091,583
1,539,235
2,054,187
Supplies
2,720,035
2,376,366
1,477,890
$
11,334,641
$
10,077,930
$
10,746,743
25

Selling, marketing and administration costs can be analyzed as follows:
2024
2023
2022
Stock-based compensation
$
3,377,786
$
2,662,209
$
2,382,417
Wages and benefits
2,975,488
2,649,770
2,648,862
Professional fees
1,936,592
1,744,771
1,173,743
General expenses
1,798,643
1,681,899
1,860,762
Depreciation and amortization
2,020,195
1,922,140
1,293,158
Finance advisory fees
6,501,799
-
-
Rent and facility costs
160,918
134,366
157,329
$
18,771,421
$
10,795,155
$
9,516,271
Factors Affecting Our Results of Operations
Analysis of Continuing Operations
Year Ended December 31, 2024 compared to Year Ended December 31, 2023
Net loss for 2024 was $56,695,823 compared to a net loss of $20,267,365 in 2023, an increase of $36,428,458 (180%). The following discusses the significant variances between the
period and 2023:
Total R&D increased by $1,256,711 (12%) to $11,334,641 for the year ended December 31, 2024 from $10,077,930 for the same period in 2023. For the purposes of the following
analysis, non-cash stock-based compensation of $2,091,583 has been excluded and is included with the analysis of non-cash stock-based compensation below.
Non-cash stock-based compensation increased by $1,267,925 (30%) to $5,469,369 in 2024 from $4,201,444 in 2023. The valuation of stock options is driven by a number of factors
including the number of options granted, the strike price and the volatility of the Company’s stock. The stock option expense is dependent on the timing of the stock option grant and the
amortization of the options as they vest. The stock options vest in accordance with the policies determined by the Board of Directors at the time of the grant consistent with the provisions
of the Plan.
Professional fees increased by $191,821 (11%) to $1,936,592 in 2024 from $1,744,771 in 2023. During 2024, the Company incurred professional fees related various finance and
corporate restructuring projects including the acquisition of the remaining interest in SPX. In addition, the Company changed its auditor from Marcum LLP to Davidson & Company LLP.
The Company incurred charges related to the change in auditors and duplicate fees for matters that required both auditors to opine on such as inclusion of prior year audited figures in
various documents.
Wages and benefits increased by $325,718 (12%) to $2,975,488 in 2024 from $2,649,770 in 2023. The increase was a result of performance and retention bonuses and salary increases
paid to certain members of the team.
During the year, the Company incurred $6,501,779 in finance advisory fees paid to a firm assisting the Company financial and strategic matters. The firm’s guidance contributed to the
Company’s capital raise success in 2024 which exceeded $80 million. The Company did not engage other firms for similar services in 2023.
Non-cash derivative warrant liability increased by $20,606,217 to $20,631,082 in 2024 from $24,865 in 2023. The Company issued warrants in a foreign currency in Q4 2023 and during
2024. The issuance of those warrants created a derivative liability which is periodically remeasured and adjusted to reflect the fair value of the warrants. The Company had a non-cash
adjustment during the period related to the fair value adjustment of the derivative liability on the remaining and exercised warrants. 1,598,200 of these warrants were exercised in 2024.
26

During 2024, the Company acquired the remaining 24.8% interest of SPX from SAIC. The acquisition of this interest resulted in a non-cash loss to the Company of $6,852,687. The
Company did not have a similar loss in 2023.
Interest expense increased by $32,491 (46%) to $102,673 in 2024 from $70,182 in 2023. $90,041 of the interest expense was non-cash.
Other income, including interest increased by $720,264 (307%) to $955,254 in 2024 from $234,990 in 2023. The amounts recognized in both periods were all interest income earned on
the Company’s cash reserves. The company raised significant funds during 2024.
Year Ended December 31, 2023 compared to Year Ended December 31, 2022
Net loss was $20,267,365 for the year ended December 31, 2023 compared to a net loss of $21,036,690 for the same period for 2022, a decrease of $769,325 (4%). The following
discusses the significant variances between the period and 2022:
Total R&D decreased by $668,813 (6%) to $10,077,930 for the year ended December 31, 2023 from $10,746,743 for the same period in 2022. For the purposes of the following analysis,
non-cash stock-based compensation of $1,539,235 has been excluded and is included with the analysis of non-cash stock-based compensation below.
Depreciation and amortization increased by $628,982 (49%) to $1,922,140 for the year ended December 31, 2023 from $1,293,158 for the same period in 2022. Subsequent to the sale of
DenseLight, the Company embarked on a “fab-light” strategy with a required test facility situated in Singapore and product development facility in China. The increase in depreciation and
amortization was a result of assets acquired for these new facilities.
Professional fees increased by $571,028 (49%) to $1,744,771 for the year ended December 31, 2023 from $1,173,743 for the same period in 2022. During the period, the Company
incurred legal fees related to certain unsuccessful financing arrangements that it was engaged in. Additionally, the Company incurred fees related to the preparation of regulatory
documents to support multiple at-the-market financing programs.
Impact of joint venture was nil for the year ended December 31, 2023 compared to a net loss of $1,465,006 for the same period in 2022. The impact of joint venture relates to the
Company’s activity related to its investment in SPX. During 2023, the Company recorded a non cash gain on its contribution of IP to SPX of $1,031,807 compared to $1,746,987 in 2022.
The Company recognized its share of SPX’s losses using the equity method. On a weighted average bases, the Company incurred approximately 78.9% or $(3,026,408) of the net
operating loss of SPX for 2023 compared to $(3,614,211) or 83.7% in 2022. Although the Company’s equity ownership of SPX approximated 76.1% at December 31, 2023, the Company
only recognized $(1,031,807) of its share of loss in SPX in 2023, compared to $(3,211,993) in 2022 because the value of its investment is carried at nil on the consolidated statements of
financial position precluding further loss recognition under the standards.
General expenses and rent decreased by $201,826 (10%) to $1,816,265 for the year ended December 31, 2023 from $2,018,091 for the same period in 2022. In 2022, the Company
engaged with a firm to assist with a new shareholder outreach program at a cost of $73,280. Additionally, the Company paid $30,000 to the transfer agent in annual fees to manage to
various trust agreements related to debenture warrants outstanding in 2022, there were no debentures outstanding in 2023. The Company also reduced the services of certain investor
relations advisers in 2023.
Non-cash stock-based compensation decreased by $235,160 (5%) to $4,201,444 for the year ended December 31, 2023 from $4,436,604 for the same period in 2022. The valuation of
stock options is driven by a number of factors including the number of options granted, the strike price and the volatility of the Company’s stock. The stock option expense is dependent
on the timing of the stock option grant and the amortization of the options as they vest. The stock options vest in accordance with the policies determined by the Board of Directors at the
time of the grant consistent with the provisions of the Plan.
27

The Company issued warrants in USD during 2023. The issuance of those warrants created a derivative liability which is periodically remeasured and adjusted to reflect the fair value of
the warrants. The Company had a non-cash adjustment of $24,865 for the year ended December 31, 2023 related to the fair value adjustment of the derivative liability.
Other (income), including interest increased by $46,670 (25%) to $234,990 for the year ended December 31, 2023 from $188,320 for the same period in 2022. The increase in other
(income), including interest was a result of interest income earned from short-term investments and cash equivalents during 2023.
Exchange Rate Risk
The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional currencies
include the Chinese Yuan, US, Singapore and Canadian dollar. Most transactions within the entities are conducted in functional currencies. None of the entities included in the
consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk when its subsidiaries hold current assets or current liabilities in
currencies other than its functional currency. A 10% change in foreign currencies held would increase or decrease other comprehensive loss by $3,200,000.
Liquidity Risk
The Company currently does not maintain credit facilities. The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities beyond one
year from the date of these consolidated financial statements. The Company may, however, need to seek additional financing in the future.
B.
Liquidity and Capital Resources.
The Company had working capital of $7,145,097 on December 31, 2024 compared to a working capital deficit of $369,115 on December 31, 2023. The Company’s statement of financial
position as of December 31, 2024 reflects assets with a book value of $69,652,449 compared to $8,777,417 as of December 31, 2023. Eighty percent (80%) of the book value at December
31, 2024 was in current assets consisting primarily of cash and cash equivalents and short-term investments of $53,816,570 compared to thirty six percent (36%) of the book value as of
December 31, 2023, which consisted primarily of cash and cash equivalents of $3,019,069. The working capital of $7,145,097 includes non-cash current liabilities of $35,750,607 (2023 -
$1,002,264) related to derivative warrant liability and $6,500,000 in convertible debt which will be paid over a period of five years, however, the holder has the right to convert any unpaid
amount into shares of the Company at its discretion and it is therefore classified as current.
During the twelve months ended December 31, 2024, the Company had negative cash flows from operations of $23,075,013. The Company purchased short-term investments of
$16,672,811 using its excess cash resources. Additionally, the Company purchased property and equipment and patents and licenses of $6,978,712. To fund its operations and investing
activities during the period. The Company raised equity capital, net of issue costs of $82,176,180. Of the capital raised, the Company has approximately $54,000,000 remaining to be
spent.
The Company’s financial statements do not include any adjustments to the assets’ carrying amount, to the expenses presented and to the reclassification of the balance sheets items that
could be necessary should the Company be unable to continue its operations.
The following is a summary of Company’s cash flows and working capital:
2024
2023
2022
$
$
$
Net cash used in operating activities
(23,291,311)
(15,407,462)
(12,325,910)
Net cash from investing activities
(23,661,580)
(1,247,064)
3,292,791)
Net cash from financing activities
81,898,333
10,195,500
3,435,204
Effect of exchange rate changes on cash
(820,752)
248,250
(114,015)
Change in cash
34,124,690
(6,210,776)
(5,711,930)
Opening cash
3,019,069
9,229,845
14,941,775
Ending cash
37,143,759
3,019,069
9,229,845
28

Operating Activities
During 2024, the Company recorded consolidated losses of $56,695,823 (2023 - $20,267,365, 2022 - $21,036,690).
The operating activities included the following non-cash items: non-cash stock-based compensation of $5,469,369 (2023 - $4,201,444, 2022 - $4,436,604), depreciation and amortization
of $2,020,195 (2023 - $1,922,161, 2022 - $1,293,158), non-cash interest of $90,041 (2023 - $53,614, 2022 - $49,738). Gain on contribution of intellectual property to joint venture was nil
(2023 - $1,031,807, 2022 - $1,746,987) while the Company had a share of loss in joint venture of nil (2023 - $1,031,807, 2022 - $3,211,993). The Company had a non-cash adjustment of
$20,631,082 (2023 - $24,865) related to the fair value adjustment of the derivative liability. Other non-cash operating costs (income) was $(18,766) (2023 – nil, 2022 - $40,029). The
Company reported a loss of $6,852,687 on the acquisition of 24.8% of SPX (nil in 2023 and nil in 2022).
The Company will regularly have high non-cash stock-based compensation as it uses stock options as method of attracting, retaining and motivating directors, employees and consultants
of the Company and any of its subsidiaries and to closely align the personal interests of such directors, employees and consultants with those of the shareholders by providing them with
the opportunity, through options, to acquire common shares in the capital of the Company while managing compensation through cash.
The Company recognized a gain of nil for the year ended December 31, 2024 (2023 - $1,031,807, 2022 - $1,746,987) related to its contribution of intellectual property to SPX in
accordance with IAS 28. The Company only recognizes a gain on the contribution of the intellectual property equivalent to SAIC’s interest in SPX. Additionally, the Company recognizes
its share of SPX’s losses using the equity method. On a weighted average basis, the Company’s share of the net operating loss was 75.2% or $(2,942,820), however the Company
recognized nil of the net operating loss of SPX for the year ended December 31, 2024 (2023 - 78.9% or ($1,031,807), 2022 - 83.7% or $(3,211,993)). No further loss is recorded in 2024
and 2023 because the carrying value is nil. In 2022, the Company incurred a loss of 83.7% or $3,614,211, however the Company only recognized $3,211,993 of the net operating loss of
SPX for the year ended December 31, 2022 because the investment is was carried at nil (2021 - $1,445,251) on the consolidated statements of financial position.
On December 31, 2024, the Company acquired Sanan IC’s 24.8% interest in SPX in exchange for a convertible debt of $6,500,000 to be paid, interest-free, over a period of five (5) years
as follows:
October 31, 2025
$ 700,000
October 31, 2026
$1,000,000
October 31, 2027
$1,300,000
October 31, 2028
$1,600,000
October 31, 2029
$1,900,000
At any time before the convertible debt is fully settled, SAIC has the right to convert any remaining balance owing into shares of common stock of the Company at a conversion price
equal to the greater of:
(a) the volume weighted average closing price (“VWAP”) of the common stock of the Company as reported by the NASDAQ Capital Market for thirty (30) days prior to the conversion
date; or
(b) the closing price of the common stock of the Company as reported by the NASDAQ Capital Market the day prior to the conversion date.
The acquisition of SAIC’s 24.8% interest in SPX, under which the Company obtains full control over SPX, was determined to be an asset acquisition because SPX did not meet the
threshold of a business as defined by IFRS 3. This acquisition provides the Company with flexibility to do business with partners and customers inside and outside of China without the
limitations and restrictions imposed by the joint venture agreement. With 100% control of SPX, the Company now as the ability to focus on other opportunities not tied to the development
of SPX.
The Company determined that the convertible debt represents a hybrid financial instrument that contains 1) a host debt principal component, 2) a market price conversion feature that is a
non-derivative with a value of nil that is not separable from the host debt and, 3) the VWAP conversion option that is a derivative with a nil value. As Sanan IC can exercise the conversion
option at any time, the convertible debt is classified as current liability. As SAIC can exercise the conversion option at any time, the convertible debt is classified as current liability.
29

The Company issued warrants in a foreign currency in 2023 and in 2024. The issuance of those warrants created a derivative liability which is periodically remeasured and adjusted to
reflect the fair value of the warrants. The Non-cash derivative warrant liability adjustment was $20,631,082 in 2024 (2023 - $24,865, 2022 – nil).
Other income, including interest was $947,956 in 2024 (2023 - $234,990, 2022 - $188,320). The amounts recognized were all interest income earned on the Company’s cash reserves.
Significant capital was raised in 2024 which contributed to the high interest earned in 2024.
Consolidated negative cash flow from operations was $23,075,013 for 2024 (2023 - $15,407,462, 2022 - $12,325,910).
Investing Activities
The Company had consolidated negative cash flows from investing activities of $23,661,580 for the year ended December 31, 2024 (2023 - $1,247,064, 2022 - $3,292,791). The Company
purchased $16,672,811 of short-term investments in 2024, nil in 2023. In 2022, the Company received $6,366,828 from investments that it sold. The invested cash in 2024 was due to the
excess cash it had on hand. The funds were invested in interest bearing facilities in accordance with the Company’s investment policy. In 2024, $6,978,712 (2023 - $1,247,064, 2022 -
$3,074,037) was used to purchase new equipment and patents. The Company received cash of $97,833 when it acquired the remaining shares of SPX. The Company leased new operating
facilities in Singapore for which it was required to place a refundable deposit of $107,890, that will be returned at the end of the five year lease.
Financing Activities
During the year ended December 31, 2024, the Company raised net proceeds of $82,176,180 (2023 – $10,447,603, 2022 - $3,639,722) from the issuance common shares through various
equity offerings, the exercise of stock options and warrants, and the use of its Equity Distribution Agreement, (“EDA”). Pursuant to the EDA, the Company established an at-the-market
(“ATM”) equity offering program whereby the Company may, at its discretion, during the term of the ATM agreement issue and sell, through the agents such number of common shares of
the Company as would result in aggregate gross proceeds to the Company of up to $30 million.
The following presents details of the funds raised in 2024 using the facilities above are presented below:
January 24, 2024
On January 24, 2024, the Company raised gross proceeds of CA$6,219,667 ($4,613,312) from the issuance of 5,098,088 units through a private placement financing facility (the
“Offering”) at an offering price CA$1.22 ($0.90). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 5,098,088
common shares for a period of five (5) years from the date of closing at a price of CA$1.52 ($1.12) per share.
May 3, 2024
On May 3, 2024, the Company raised gross proceeds of CA$10,000,000 ($7,299,270) from the issuance of 3,258,390 units through a non brokered private placement financing offering
(the “offering”) at a price CA$3.069 ($2.24). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,258,390 common
shares for a period of five (5) years from the date of closing at a price of CA$4.26 per share.
30

May 10, 2024
On May 10, 2024, the Company raised gross proceeds of CA$10,000,000 ($7,299,270) from the issuance of 3,448,275 units through a non brokered private placement financing at a price
CA$2.90 ($2.12). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,448,275 common shares for a period of five (5)
years from the date of closing at a price of CA$4.26 per share.
July 19, 2024
On July 19, 2024, the Company raised gross proceeds of CA$13,700,003 ($10,000,000) from the issuance of 3,333,334 units through a non brokered private placement financing at a price
CA$4.09 ($3.00). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,333,334 common shares for a period of five (5)
years from the date of closing at a price of CA$5.45 ($4.00) per share.
September 25, 2024
On September 25, 2024, the Company raised gross proceeds of CA$20,400,000 ($15,000,000) from the issuance of 4,000,000 units through a non brokered private placement financing at
a price CA$5.10 ($3.75). Each unit consisted of one common share of the Company and one-half common share purchase warrant to purchase up to 2,000,000 common shares for a period
of five (5) years from the date of closing at a price of CA$6.78 ($5.00) per share.
December 3, 2024
On December 3, 2024, the Company raised gross proceeds of CA$35,000,003 ($25,000,002) from the issuance of 5,555,556 units through a non brokered private placement financing at a
price CA$6.29 ($4.50). Each unit consisted of one common share of the Company and one-half common share purchase warrant to purchase up to 2,777,778 common shares for a period
of five (5) years from the date of closing at a price of $6.00 per share.
The Company incurred other share issuance costs of $597,318 related to these financings.
ATM Financing
During the year ended December 31, 2024, the Company raised gross proceeds of $9,362,235 from the issuance of 5,449,723 common shares at an average price of $1.72 per common
share through the EDA. The Agent was paid a commission of 3% or $280,867 on the gross proceeds raised from the ATM.
Capital Expenditures
The Company has an approved capital budget of $3,080,000 for the 2025 fiscal year related to research and development equipment, manufacturing equipment and patent registration. In
2024 - $10,378,210 (2023 - $1,247,064 2022 - $3,074,037) was either spent in cash or accrued for acquiring development and manufacturing equipment and new patents.
Operating and Investing Activities
The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities beyond one year from the date of these consolidated financial
statements. The Company may, however, need to seek additional financing in the future.
31

C.
Research and Development.
Beginning in 2017, POET began designing lasers for data communications applications and directed DenseLight Semiconductors, Pte. Ltd., a former subsidiary of the Company, to build
such lasers to be compatible with the Optical Interposer platform. In 2019, the Company decided to adopt a “fab light” strategy, common among semiconductor companies, and divested
its fabrication operations through the sale of DenseLight in November of that year. From 2018 - 2020, virtually all the R&D spending in the Company was dedicated to design &
development of the Optical Interposer as a versatile platform technology, replete with features that enhance its utility across a variety of application spaces.
During the second half of 2021, the Company transitioned to product development by investing more than $2 million in the design & development of 100G and 200G optical engines in
several configurations, including customized designs for specific customers and applications. Samples of optical engines at various stages of development were made available and
delivered to customers in 2022 for initial evaluation and in 2023 for design and customer qualification. POET’s effort in lower speed Optical Engine design and production was intended
primarily as a way for POET to demonstrate the viability and market acceptance of its unique approach to integration and fabrication and to establish an initial presence in the market.
However, the Company’s primary strategy is to offer Optical Engines at the highest speeds at which customers are deploying Optical Transceivers. In 2025, we expect that we will be
primarily in 800G, and heavily focused on those hyperscale data centers actively implementing AI services. Consistent with this strategy, the Company has invested approximately $20
million in design, development and engineering programs related to its 400G and 800G transmit and receive chiplets (combined in multiples to achieve 800G, 1.6T and 3.2T speeds), in
light source products and fabrication techniques.
The Company designed, tested and sampled a first generation of its 400G transmit (Tx) engines in 2024, and its 800G receive (Rx) engine with various customers. The 800G Rx engine
was well received, fully qualified and has been incorporated in the optical transceiver modules of several customers during 2024. The Company is expected to sample its second
generation of 400G and 800G Tx engines in 2025, including versions that will enable the production of 800G, 1.6T and 3.2T optical engine chipsets. So long as the Company provides
Optical Engines to optical transceiver module customers, there will always be customer centric adjustments to these products to fit their specific needs. The cost to make these adjustments
will vary depending on the customer requirements.
The Company invested approximately $9.2 million in 2024 in the development of its 800G and 1.6T optical engine chipsets and light sources for artificial intelligence and is expected to
invest an additional $10.8 million between 2025 and 2026 on these products. The Company is also committed to the development and sale of POET optical transceiver modules for niche
markets in 2025, representing a critical next phase of its growth plan. Investment on Optical transceiver modules is estimated at $8.0 million over the next two years.
Internally generated research costs, including the costs of developing intellectual property and maintaining patents are expensed as incurred. Internal development costs are expensed as
incurred unless such costs meet the criteria for capitalization and amortization under IFRS, which to date has not occurred.
We incurred a cumulative $11,334,641, $10,077,930 and $10,746,743 of research and development expenses during the years ended December 31, 2024, 2023 and 2022 which includes
non-cash stock-based compensation of $2,091,583, $1,539,235 and $2,054,187 respectively. Other expenses related to research and development expenditures in the semiconductor
business include costs associated with salaries, material costs, license fees, consulting services and third-party contract manufacturing. The expenses in all years presented can be analyzed
for continuing and discontinuing operations as follows:
R&D for Continuing Operations
For the Years Ended December 31,
2024
2023
2022
Wages and benefits
$
4,388,075
$
4,298,207
$
4,267,937
Subcontract fees
2,134,948
1,864,122
2,946,729
Stock-based compensation
2,091,583
1,539,235
2,054,187
Supplies
2,720,035
2,376,366
1,477,890
$
11,334,641
$
10,077,930
$
10,746,743
32

D.
Trend Information.
Other than as may be disclosed elsewhere in this annual report and specifically in Item 4.B. “Business Overview,” we are not aware of any trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on our net revenues, income from operations, profitability, liquidity or capital resources, or that would cause the disclosed
financial information to be not necessarily indicative of future operating results or financial condition.
E.
Critical Accounting Estimates.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The acquisition cost is measured at the acquisition date at the fair value of the consideration transferred,
including all contingent consideration.
The determination of whether a corporate entity or set of assets acquired, and liabilities assumed, constitute a business may require the Company to make certain judgements, considering
all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the
form of dividends, lower costs, or economic benefits. SPX was determined to constitute an acquisition of assets.
Determination of functional currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and
frequency of transactions within the reporting entity.
Valuation of share-based compensation
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation and derivative warrant liability. Option pricing models require the input of
subjective assumptions including expected price volatility, risk-free interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the
Company’s earnings and equity reserves.
Property and equipment
Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following method and useful lives:
Machinery and equipment Straight Line, 5 years
Leasehold improvements Straight Line, term of the lease
Office equipment
Straight Line, 3 - 5 years
Patents and licenses
Patents and licenses are recorded at cost and amortized on a straight line basis over 12 years. Ongoing maintenance costs are expensed as incurred.
Selected Annual Data
The selected financial data of the Company for the years ended December 31, 2024, 2023 and 2022 was derived from the audited annual consolidated financial statements of the Company.
The December 31, 2024 audited consolidation financial statements were audited by Davidson & Company LLP and the December 31, 2023 and 2022 audited consolidated financial
statements were audited by Marcum LLP, both firms are independent registered public accounting firm, as described in their report which is included in this Annual Report.
The information contained in the selected financial data for the 2024, 2023 and 2022 years is qualified in its entirety by reference to the Company’s consolidated financial statements and
related notes included under the heading Item 17. “Financial Statements” and should be read in conjunction with such financial statements and with the information appearing under the
heading Item 5 “Operating and Financial Review and Prospects”. Except where otherwise indicated, all amounts are presented in accordance with IFRS as issued by IASB.
33

Item 6. Directors, Senior Management and Employees
A.
Directors and Senior Management.
The following table sets forth information regarding our Directors and Senior Management for the most recent fiscal year.
Name
Positions
Age
Date First Elected or
Appointed a
Director or Officer
Jean-Louis Malinge (1)(3)
Lead Independent Director, Corporate Governance and Nominating
Committee Chair
71
September 5, 2017
Peter Charbonneau (1)(3)(5)
Lead Independent Director
Corporate Governance and Nominating Committee Chair
71
March 28, 2018
Dr. Suresh Venkatesan (4)
Chief Executive Officer and Chairman
Chair of Ad Hoc Strategy Committee
58
June 11, 2015
Kevin Barnes
VP Finance & Administration, Corporate Controller and Treasurer
53
December 1, 2012
Thomas R. Mika
EVP & Chief Financial Officer
73
November 2, 2016
Vivek Rajgarhia
President & General Manager
57
November 4, 2019
Chris Tsiofas (1)(2)
Director
Audit Committee Chair
57
August 21, 2012
Glen Riley (2)(3)(4)
Director
Compensation Committee Chair
62
December 7, 2020
Michal Lipson (3)(4)(6)
Director
54
October 14, 2022
Theresa Ende (2)(4)
Director
68
October 14, 2022
Robert Tirva (1)
Director
59
December 5, 2024
Raju Kankipati
Chief Revenue Officer
46
May 1, 2022
Dr. Mo Jinyu
SVP, GM of Asia
50
January 1, 2022
Dr. Robert Ditizio
VP – Intellectual Property
62
December 1, 2021
Dan Meerovich
VP – Product Engineering
65
March 2, 2020
Yong Meng (James) Lee
VP & GM POET Technologies Pte. Ltd.
53
September 2, 2019
(1) Member of Audit Committee
(2) Member of Compensation Committee
(3) Member of Corporate Governance and Nominating Committee
(4) Member of Ad Hoc Strategy Committee
(5) Resigned from the Board on March 14, 2024
(6) Resigned from the Board on June 21, 2024
Dr. Suresh Venkatesan as CEO. Prior to joining POET in 2015 as CEO, Dr. Venkatesan was the Senior Vice President, Technology Development at GlobalFoundries and was responsible
for the Company’s Technology Research and Development. He joined GlobalFoundries in 2009, where he led the development and ramp of the 28nm node and was instrumental in the
technology transfer and qualification of 14nm. In addition, he was responsible for the qualification and ramp up of multiple mainstream value-added technology nodes. Dr. Venkatesan is
an industry veteran with over 22 years of experience in semiconductor technology development. Prior to joining GlobalFoundries, he held various leadership positions with Freescale
Semiconductor in Austin, Texas. He holds over 25 US patents, and has co-authored over 50 technical papers. He earned a Bachelor of Technology degree in Electrical Engineering from
the Indian Institute of Technology and a Master of Science and PhD degrees in Electrical Engineering from Purdue University.
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Mr. Vivek Rajgarhia serves as President and General Manager. Before joining POET, Mr. Rajgarhia served as Senior Vice President & General Manager of the Lightwave Business Unit of
MACOM (NASDAQ: MTSI). Mr. Rajgarhia joined MACOM through the acquisition of Optomai Inc., where he was the Co-Founder and CEO, to start MACOM’s first optical business.
He was then instrumental in identifying and leading several strategic acquisitions to build an extensive portfolio of optical and photonic businesses, which formed MACOM’s Lightwave
Business Unit. Mr. Rajgarhia has held several senior management positions during his 30 years in the optical communications industry. He was Director of Sales & Marketing (Asia) for
Lucent Technologies’ (now Nokia) optical components, where he started Lucent’s Asia business; Vice President of Product Marketing and Business Development for OpNext (formerly
Hitachi’s Fiber Optics Division), now Lumentum, where he was part of the team to spin-off the optical business from Hitachi; Director of Product Management & Marketing for JDS
Uniphase (now Lumentum), and VP of Global Sales for GigOptix. Mr. Rajgarhia has been a successful entrepreneur, founding two optical companies, and has held international
assignments in Hong Kong, Germany and India. He holds a Bachelor of Engineering (Electrical) degree from Stevens Institute of Technology in New Jersey.
Mr. Thomas Mika serves as EVP & CFO. Prior to joining POET, Mika served for one year as the Executive Chairman of Rennova Health, Inc., the successor company to CollabRx and its
predecessor, Tegal Corporation, a semiconductor capital equipment company (NASDAQ: TGAL). On the Board of Directors of Tegal since its spin-out from Motorola in 1989, Mika
assumed the roles of Chief Financial Officer in 2002, CEO in 2005 and Chairman & CEO in 2006, positions which he held until 2015. In 2015, Tegal merged with Rennova Health with
Mika retaining the position of Chairman until joining POET in November 2016. In 1980, Mika co-founded IMTEC, a boutique M&A, investment and consulting firm, serving clients in
the U.S., Europe and Japan over a period of 20 years, taking on the role of CEO in several ventures. Earlier in his career, Mika was a managing consultant with Cresap, McCormick &
Paget and a policy analyst for the National Science Foundation. He holds a Bachelor of Science in Microbiology from the University of Illinois at Urbana-Champaign and a Master of
Business Administration from the Harvard Graduate School of Business.
Mr. Kevin Barnes has been serving as Corporate Controller and Treasurer since 2008 and briefly as Chief Financial Officer (2012 – 2016). Mr. Barnes holds a Master of Business
Administration and is a member of the Institute of the Certified Management Accountants of Australia and an Accredited Chartered Secretary. Mr. Barnes served as a Corporate Controller
and Business Performance Manager for EC English, one of the world’s largest language training institutes between 2006 and 2014. Mr. Barnes also serves as Chief Financial Officer of
VVC Exploration Corporation, a minerals exploration company since 2006. From 2000 to 2006, he was a reporting manager with Duguay and Ringler Corporate Services, which
specializes in financial reporting for publicly traded companies.
Dr. Mo Jinyu is a highly experienced technical and business veteran of the photonics and optoelectronics industries. Her expertise covers optical transmission system, advanced optical
modulation format, tunable semiconductor lasers, DFB and FP lasers and PD/APD, optical transceiver modules and high-speed integrated packaging. Dr. Mo has more than 22 years of
experience spanning several companies, including MACOM Technology Solutions, Bookham/Oclaro, Huawei, I2R in Singapore and Nexvave Photonics Technology Co., which she
founded and served as Chief Technology Officer. Dr. Mo was most recently with MACOM as the Senior Director and Chief Scientist of the Lightwave business unit in Asia and site leader
in Shenzhen. Dr. Mo received her PhD degree in Optical Communications from Nanyang Technological University (NTU) Singapore. She is a senior member of IEEE and has been a
member of IEEE’s Technical Committees for several international conferences. She has over 11 patents and more than 40 papers published in tier one journals and conferences.
Mr. Raju Kankipati brings over 20 years of experience in Optical transceivers, Optical components, Cloud data center and networks to POET. He was a Senior Director of Product
Management at MACOM, focused on optical components and photonic solutions. Prior to that, Raju worked at Arista Networks as a Senior Product Manager and Engineering Manager.
During this time he collaborated closely with data center customers to bring unique switching products as well as Optical transceivers to market, that helped customers deploy 40G and
100Gbps products for highly scalable and efficient networks. Raju worked as a Product Manager at Cisco prior to joining Arista. Raju started his career as an Optics Engineer at Opnext
and later held various roles in sales and marketing at the company. Raju received his MBA degree from UC Berkeley (Haas School of Business) and completed his Bachelor of
Engineering in Electronics from BITS, Pilani in India.
35

Mr. Chris Tsiofas, CA, CPA, earned a Bachelor’s of Commerce Degree from the University of Toronto and is a member of the Chartered Professional Accountants of Canada and the
Canadian Tax Foundation. He has been on the Board of Directors since August of 2012 and has served as the Chair of the Audit Committee during his entire tenure In February 2024 he
was appointed to the Board of Directors of Andrew Peller Limited (TSE:ADW) and serves as the Chair of the Audit and Pension Committees. Andrew Peller Ltd. is a leading producer
and marketer of quality wines and craft beverage alcohol products in Canada. With wineries in British Columbia, Ontario, and Nova Scotia, the Company markets wines produced from
grapes grown in Ontario’s Niagara Peninsula, British Columbia’s Okanagan and Similkameen Valleys, and from vineyards around the world. He is the president of MTN Chartered
Professional Accountant Professional Corporation, a public accountancy firm. He sits on various private company boards. He has also served in a principal capacity in various
entrepreneurial ventures resulting in successful divestitures
Mr. Jean-Louis Malinge recently retired as partner with ARCH Venture Partners, an early-stage venture capital firm with nearly $2 billion under management. Additionally, he is a board
member of EGIDE SAand CAILabs EGIDE SA is a public French company which designs, manufactures and sells hermetic packages for the protection and interconnection of several
types of electronic and photonic chips. CAIlabs is a venture-backed French innovative start-up founded in 2013 which has developed a unique spatial multiplexing platform.. From 2004
to 2013 Jean-Louis was President and CEO of Kotura, a Silicon Photonics pioneer which was acquired in 2013 by Mellanox Technologies. Prior to Kotura, Mr. Malinge was an executive
with Corning Inc for 15 years. Jean-Louis hold an Executive M.B.A. from MIT Sloan School in Boston, Massachusetts. He also holds an engineering degree from the Institut National des
Sciences Appliquées in Rennes, France.
Mr. Yong Meng (James Lee) is General Manager of the Company’s Singapore subsidiary. Prior to his appointment in 2019, Mr. Lee was Vice President of Logic Technology at IMEC
where he was responsible for defining the logic roadmap and developing the technology elements necessary to extend scaling with ultra-scaled FinFET, GAA devices, advanced
metallization as well novel materials for emerging devices and quantum computing. Mr. Lee joined IMEC in 2015 where he was instrumental in driving collaborations with the foundries
in China and was responsible for bringing in >100M euros of research partnership. Prior to IMEC, Mr. Lee had a 19-year career with GLOBALFOUNDRIES where he held various
technical and management positions spanning the US and Singapore focused on developing, qualifying and ramping leading edge CMOS technology in the foundry. He has over 60
patents and holds a Bachelor of Engineering degree from the University of Illinois at Champaign-Urbana.
Mr. Glen Riley has more than 30 years’ experience in leadership roles spanning both the semiconductor and optoelectronics industries. He most recently served as General Manager of the
Filter Solutions Business Unit at Qorvo, where he was responsible for developing highly integrated RF modules used in flagship smartphones. Prior to the merger of RFMD and TriQuint
that formed Qorvo, he held multiple leadership roles at TriQuint, including Managing Director of international headquarters in Singapore, General Manager of the GaAs foundry business,
and General Manager of Optoelectronics. Riley was previously the Chief Executive Officer of Opticalis, an early stage optoelectronics company focused on the development of high-
density wavelength division multiplexing products. He also held prior roles as Vice President and General Manager of the Optoelectronic business at Agere Systems, and President of
Asia-Pacific Sales and Marketing at Lucent Technologies Microelectronics Group. He graduated as valedictorian with a B.S. degree in Electrical Engineering from the School of
Engineering at the University of Maine and completed the General Manager Program at Harvard Business School.
Ms. Theresa Lan Ende serves as Chief Procurement Director of Arista Networks. Prior to her appointment as Chief Procurement Director in 2019, Ms. Ende served for 10 years as its
Senior Director of Global Supply Chain Management. Prior to Arista, she held senior positions at JDSU Optical Division and Force10 Networks. At Cisco Systems and ROLM
Telecommunications, Ms. Ende held various program management and planning management positions over a 20-year period. In 2019, she was honored as one of the “Top 100 Women of
Influence” by Silicon Valley Business Journal.
Mr. Bob Tirva brings over 30 years of executive experience in the technology industry and several years of advisory experience as a director of companies advancing semiconductor
technology. Throughout his career, Mr. Tirva held various management positions at IBM, Broadcom Corporation, Dropbox and Intermedia Cloud Communications Inc. before assuming
the role of President, Chief Operating Officer and Chief Financial Officer of Sonim Technologies, Inc. until it was acquired by AJP Holding Company in 2022.
36

Dr. Robert Ditizio joined POET Technologies Inc. as a consultant in 2017, assisting with the development of the Company’s Intellectual Property portfolio for the Optical Interposer
platform. Dr. Ditizio was appointed Vice President in December 2021. He brings to POET over 20 years of IP portfolio management expertise and an expansive knowledge of materials
and semiconductor processing technology.
Prior to his work with POET Technologies, Dr. Ditizio played an instrumental role in the development of manufacturing and processing equipment for companies in the semiconductor
industry, including plasma reactors and cluster tool platforms for advanced etching and deposition processes in a range of engineering positions, culminating as Chief Technologist of
Tegal Corporation. In addition to equipment development, he also led the development of numerous semiconductor patterning applications including non-volatile memory etch
applications, through silicon via applications, and compound semiconductor etch applications, among many others, and the development of deposition applications including CVD of
polymeric films and pulsed CVD and ALD of barrier layers and complex stoichiometric films. Dr. Ditizio holds 10 patents in these areas and has published numerous technical papers. He
holds BS, MS, and PhD degrees in Engineering Science from Pennsylvania State University and an MBA from the Sonoma State University.
Mr. Dan Meerovich brings to POET more than 30 years of experience in developing and manufacturing innovative photonics products at MACOM, Apogee (now Broadcom), Oclaro,
Multiplex (now Hisense) and JDS Uniphase. At MACOM’s Lightwave Business Unit, he led the test, product and process engineering for lasers, photodetectors, AWG waveguides,
optical engines and silicon photonic PICs. Dan developed the low-cost and scalable process of laser integration onto silicon photonic integrated circuits.
As Vice President of Operations, Dan has set up wafer fabrication facilities, run manufacturing operations at Multiplex and Xtellus (acquired by Oclaro) and built and managed a China-
based manufacturing subsidiary acquired by Hisense. In addition, Dan set up and managed contract manufacturers to scale production of both high performance and low-cost optical
modules. Earlier in his career, Dan led the development of photonic engines incorporating high speed lasers and EMLs, including the first uncooled EML module in a low cost TO
platform. The company, Apogee, was later acquired by Cyoptics which was then acquired by Broadcom. Dan holds BSEE and MBA degrees from Rutgers University.
The Directors, unless otherwise noted above, have served in their respective capacities since their election and/or appointment, and will serve until the next Company’s annual general
meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of Continuance.
The Board has adopted a written Code of Business Conduct and Ethics to promote a culture of ethical business conduct and relies upon the selection of persons as directors, senior
management and employees who they consider to meet the highest ethical standards. The Company’s Code of Business Ethics can be found on the Company’s web site at: www.poet-
technologies.com.
There are no family relationships between any of our Directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or
others, pursuant to which any person referred to above was selected as a Director or member of senior management.
B.
Compensation.
Fixed Stock Option Plan
On September 21, 2007, the Directors approved a fixed 20% vesting Stock Option Plan (the “Plan”) to replace the Rolling Stock Option Plan that had been in effect since May 4, 2005.
The Plan was approved by the disinterested shareholders of the Company at the Shareholders’ Meeting of June 19, 2008 and accepted for filing by the TSXV. Under the Plan, the
maximum number of shares (the “Maximum Number”) which may be issued pursuant to options granted under the Plan or otherwise granted cannot exceed 20% of the issued and
outstanding shares. The shareholders fixed the Maximum Number at 1,193,000. Thereafter, the Plan has been amended by the Directors, and such amendments have been approved by the
shareholders in 2009, 2011, 2013, 2014, 2015, 2016, 2018, 2020 and 2021.
37

Omnibus Plan
On June 30, 2023, shareholders of the Company approved a fixed 20% omnibus equity incentive plan (the “Omnibus Plan”). The Omnibus Plan replaces the 2021 stock option plan. The
Omnibus Plan provides flexibility to the Company to grant different forms of equity-based incentive awards to directors, officers, employees and consultants. The Omnibus plan provides
the Company with the choice of granting stock options, share units and deferred share units.
The purpose of the Omnibus Plan is to assist the Company in attracting, retaining and motivating directors, employees and consultants of the Company and any of its subsidiaries and to
closely align the personal interests of such directors, employees and consultants with those of the shareholders by providing them with the opportunity, through options, to acquire
common shares in the capital of the Company.
The Omnibus Plan provides that the maximum number of common shares issuable pursuant to awards granted under the Omnibus Plan and pursuant to other previously granted awards is
limited to 8,056,055. Any subsequent increase in the Number Reserved must be approved by shareholders of the Company and cannot, at the time of the increase, exceed 20% of the
number of issued and outstanding shares. The Omnibus plan was amended by the Directors and such amendment was approved by the shareholders in 2024. The maximum number is
currently 12,218,458. Awards vest in accordance with the policies determined by the Board of Directors from time to time consistent with the provisions of the Omnibus Plan which grants
discretion to the Board of Directors. There is no other limit to the number of options granted to any individual, except for:
(i) 2% on a yearly basis to any one consultant and (ii) 2% on a yearly basis to any employee providing “Investor Relations Activities.”
The following paragraphs summarize some of the terms of the Omnibus Plan:
Options
An Option is an option granted by the Corporation to a Participant entitling such Participant to acquire a designated number of Shares from treasury at an exercise price set at the time of
grant (the “Option Price”). Options are exercisable, subject to vesting criteria established by the Board at the time of grant as set out in the Participant’s option agreement (“Option
Agreement”). Each Option shall be exercisable at such time or times and/or pursuant to the achievement of such Performance Criteria and/or other vesting conditions as the Board at the
time of granting the particular Option, may determine in its sole discretion. The Board shall determine, at the time of granting the particular Option, the period during which the Option is
exercisable, which shall not be more than ten (10) years from the date the Option is granted. Notwithstanding the expiration provisions hereof, if the date on which an Option Term expires
falls within a Blackout Period or within nine Business Days after a Blackout Period Expiry Date, the expiration date of the Option will be the date that is ten Business Days after the
Blackout Period Expiry Date. The Blackout Period must expire following the general disclosure of the undisclosed material information; provided that if an additional Blackout Period is
subsequently imposed by the Corporation during the ten Business Days after the initial Blackout Period, then Blackout Period Expiry Date shall be such the tenth trading day following the
end of the last imposed Blackout Period. The Omnibus Plan also permits the Board to grant an option holder, at any time, the right to deal with such Option on a cashless exercise basis, in
whole or in part by notice in writing to the Corporation, where the Corporation has an arrangement with a brokerage firm that certain procedures must take place. The Omnibus Plan also
permits the Board to grant an Option holder, at any time the right to deal with such Option on a net exercise mechanism, in whole or in part by notice in writing to the Corporation. The
grant of an Option by the Board shall be evidenced by an Option Agreement.
38

Share Units
A Share Unit is an Award in the nature of a bonus for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient Participant to acquire to
receive a cash payment equal to the Market Value of a Share or at the discretion of the Corporation (or applicable Subsidiary) one Share or any combination of cash and Shares as the
Corporation (or applicable Subsidiary) in its sole discretion may determine, pursuant and subject to such restrictions and conditions on vesting as the Board may determine at the time of
grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting conditions may, without limitation, be based on the passage of time during continued
employment (or other service relationship), in which case the Award is what is commonly referred to as a “Restricted Share Unit” or “RSU”, or the achievement of specified Performance
Criteria, in which case the Award is what is commonly referred to as a “Performance Share Unit” or “PSU”, or both. The grant of a Share Unit by the Board shall be evidenced by a Share
Unit Agreement. 22 The Board shall have sole discretion to determine if any Performance Criteria and/or other vesting conditions with respect to a Share Unit, and as contained in the
Share Unit Agreement governing such Share Unit, have been met and shall communicate to a Participant as soon as reasonably practicable when any such applicable vesting conditions or
Performance Criteria have been satisfied and the Share Units have vested. Notwithstanding the foregoing, if the date on which any Share Units have vested falls within a Blackout Period
(as defined in the Omnibus Plan) or within nine Business Days (as defined in the Omnibus Plan) after a Blackout Period Expiry Date (as defined in the Omnibus Plan), the vesting of such
Share Units will be deemed to occur on the date that is ten Business Days after the Blackout Period Expiry Date. The Blackout Period must expire following the general disclosure of the
undisclosed material information; provided that if an additional Blackout Period is subsequently imposed by the Corporation during the ten Business Days after the initial Blackout Period,
then Blackout Period Expiry Date shall be such the tenth trading day following the end of the last imposed Blackout Period. Subject to the vesting and other conditions and provisions in
the Plan and in the Share Unit Agreement, each Share Unit awarded to a Participant shall entitle the Participant to receive on settlement, a cash payment equal to the Market Value of a
Share or at the discretion of the Corporation (or applicable Subsidiary) one Share or any combination of cash and Shares as the Corporation (or applicable Subsidiary) in its sole discretion
may determine, in each case less any applicable withholding taxes. Dividend Equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested Share
Units in a Participant’s Account on the same basis as cash dividends declared and paid on Shares as if the Participant was a Shareholder of record of Shares on the relevant record date. In
the event that the Participant’s applicable Share Units do not vest, all Dividend Equivalents, if any, associated with such Share Units will be forfeited by the Participant and returned to the
Corporation’s account.
Deferred Share Units
A deferred share unit (“DSU”) is an Award in the nature of a deferral of payment for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient
Participant to receive cash or acquire Shares, as determined by the Corporation in its sole discretion, unless such DSU expires prior to being settled. Subject to adjustments and
amendments in the Plan, DSUs shall only vest, and a Participant is only entitled to redemption of a DSU, when the Participant ceases to be a director, officer or employee of the
Corporation for any reason, including termination, retirement or death. The grant of a DSU by the Board shall be evidenced by a DSU Agreement. DSUs will be fully vested on the
Termination Date of the applicable Participant. Notwithstanding the foregoing, if the date on which any DSUs have vested falls within a Blackout Period or within nine Business Days
after a Blackout Period Expiry Date, the vesting of such DSUs will be deemed to occur on the date that is ten Business Days after the Blackout Period Expiry Date. The Blackout Period
must expire following the general disclosure of the undisclosed material information; provided that if an additional Blackout Period is subsequently imposed by the Corporation during the
ten Business Days after the initial Blackout Period, then Blackout Period Expiry Date shall be such the tenth trading day following the end of the last imposed Blackout Period. Subject to
the vesting and other conditions and provisions in the Plan and in any DSU Agreement, each DSU awarded to a Participant the Participant to receive on settlement a cash payment equal to
the Market Value of a Share, or at the discretion of the Corporation, one Share or any combination of cash and Shares as the Corporation in its sole discretion may determine. DSUs shall
be redeemed and settled by the Corporation as soon as reasonably practicable following the Participant ceasing to be a director, officer or employee of the Corporation but in any event not
later than December 15 of the year following the calendar year in which the Participant ceases to be any of a director, officer or employee. On redemption and settlement, the Corporation
shall deliver the applicable number of Shares, or, in the sole discretion of the Corporation, cash equal to the redemption amount of such DSU specified in the applicable DSU Agreement,
subject to the satisfaction of any applicable withholding tax.
39

Eligibility.
Awards may be granted under the Omnibus Plan to directors, employees, consultants and consultant companies of the Company and any of its subsidiaries. Stock Options may also be
granted to individuals referred to as “Management Company Employees” which are employed by a company providing management services to the Company, except for services
involving “Investor Relations Activities.”
Omnibus Plan Administration.
The Plan shall be administered and interpreted by the board of directors of the Corporation (the “Board”) or, if the Board by resolution so decides, by a committee or plan administrator
appointed by the Board. Subject to the terms of the Plan, applicable law and the rules of the Exchanges, the Board (or its delegate) will have the power and authority to: (i) designate the
Eligible Participants who will receive Awards (an Eligible Participant who receives an Award, a “Participant”), (ii) fix the number of Awards, if any, to be granted to each Eligible
Participant and the date or dates on which such Awards shall be granted, (iii) determine the terms and conditions of any Award, including any vesting conditions or conditions based on
performance of the Corporation or of an individual (“Performance Criteria”); and (iv) and make such amendments to the Plan and Awards made under the Plan as are permitted by the Plan
and the rules of the Exchanges
Exercise Price.
The exercise price subject to an award shall be determined by the Board and set forth in the option agreement, but shall be either (i) not less than the last closing price of the Company’s
common shares as traded on the TSXV, unless discounted by the Board or (ii) such other price agreed by the Board and accepted by the TSXV.
Amendment
The Board may suspend or terminate the Omnibus Plan at any time, or from time to time amend or revise the terms of the Plan or any granted Award without the consent of the
Participants provided that such suspension, termination, amendment or revision shall:
(a) not adversely alter or impair the rights of any Participant, without the consent of such Participant except as permitted by the provisions of the Omnibus Plan; and
(b) be in compliance with applicable law and with the prior approval, if required, of the shareholders of the Corporation, the Exchanges, or any other regulatory body having authority
over the Corporation.
Subject to the terms of the Omnibus Plan, the Board may, from time to time, in its absolute discretion and without approval of the shareholders of the Corporation make the following
amendments to the Omnibus Plan, unless where required by law or the requirements of the Exchanges:
(a) any amendment to the vesting provision, if applicable, of Options or Share Units, or assignability provisions of the Awards;
(b) any amendment to the expiration date of an Award that does not extend the terms of the Award past the original date of expiration of such Award;
(c) any amendment regarding the effect of termination of a Participant’s employment or engagement;
(d) any amendment which accelerates the date on which any Option may be exercised under the Plan;
(e) any amendment necessary to comply with applicable law or the requirements of the Exchanges or any other regulatory body;
40

(f) any amendment to clarify the meaning of an existing provision of the Omnibus Plan, correct or supplement any provision of the Omnibus Plan that is inconsistent with any other
provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan;
(g) any amendment regarding the administration of the Omnibus Plan;
(h) any amendment to add provisions permitting the grant of Awards settled otherwise than with Shares issued from treasury, or adopt a clawback provision applicable to equity
compensation; and
(i) any other amendment that does not require the approval of the shareholders of the Corporation as outlined in the paragraph below.
The Board shall be required to obtain disinterested shareholder approval, if required under the rules of the Exchanges, to make the following amendments:
(a) an increase in the maximum number of Shares issuable under the Plan, except in the event of an adjustment pursuant to the Omnibus Plan;
(b) except in accordance with the terms of the Omnibus Plan, any amendment which reduces the exercise price of an Option or any cancellation of an Option and replacement of such
Option with an Option with a lower exercise price;
(c) any amendment reduction in the price of an Option or extension of the term of an Option if the
Participant is an Insider of the Corporation at the time of the proposed amendment;
(d) any amendment which extends the expiry date of any Award, or the Restriction Period of any Share Unit beyond the original expiry date or Restriction Period;
(e) any amendment which increases the maximum number of Shares that may be issuable under the Plan and any other proposed or established Share Compensation Arrangement;
and;
(f) any amendment to the definition of Eligible Participant under the Plan, provided that Shares held directly or indirectly by Insiders benefiting from the amendments shall be
excluded when obtaining such shareholder approval.
Term of the Awards. At the meeting of the Board of Directors held on February 25, 2016, based on the report of Compensia, it was determined that stock options should generally have a
term of 10 years.
Vesting Schedule. In general, options granted under the Omnibus Plan vest 25% immediately and 25% every six months from the date of issue, until fully vested. The directors may, at
their discretion, specify a different vesting period, provided that options granted to consultants performing “Investor Relations Activities” must vest in stages over 12 months with no more
than 25% of the options vesting in any three-month period. At the meeting of the Board of Directors held on February 25, 2016, based on the report of Compensia, it was determined that
stock options should vest 25% at the end of one year from the date of issue with the remaining 75% vesting equally on a quarterly basis over the remaining 3 years for a total vesting
period of 4 years. At a meeting of the Board of Directors held on March 30, 2017, the board approved a revised one-year vesting schedule for options granted for service on the board to
conform to the term for which a director is elected. Such options will vest 25% at the end of each quarter served in office.
Assignment
Each Award granted under the Omnibus Plan is personal to the Participant and shall not be assignable or transferable by the Participant, whether voluntarily or by operation of law, except
by will or by the laws of succession of the domicile of the deceased Participant. No Award granted hereunder shall be pledged, hypothecated, charged, transferred, assigned or otherwise
encumbered or disposed of on pain of nullity.
41

Change of Control
In the event of a potential Change of Control (as described in the Omnibus Plan) the Board will have the power, in its sole discretion, to modify the terms of the Plan and/or the Awards to
assist the Participants to tender into a take-over bid or participating in any other transaction leading to a Change of Control. For greater certainty, in the event of a take-over bid or any
other transaction leading to a Change of Control, the Board shall have the power, in its sole discretion, subject to any required approval of the Exchanges to (i) provide that any or all
Awards shall thereupon terminate, provided that any such outstanding Awards that have vested shall remain exercisable until consummation of such Change of Control, and (ii) permit
Participants to conditionally exercise their vested Options, such conditional exercise to be conditional upon the take-up by such offeror of the Shares or other securities tendered to such
take-over bid in accordance with the terms of such take-over bid (or the effectiveness of such other transaction leading to a Change of Control). If the Corporation completes a transaction
constituting a Change of Control and within twelve (12) months following the Change of Control a Participant who was also an Officer or Employee of, or Consultant to, the Corporation
prior to the Change of Control has their position, employment or consulting agreement terminated, or the Participant is constructively dismissed, then all unvested Awards of the
Participant shall immediately vest and become exercisable, and remain open for exercise until the earlier of their expiry date as set out in the Award Agreement and the date that is twelve
(12) months after such termination or dismissal.
Termination of Options.
In the event that the award recipient ceases employment with us or ceases to provide services to us, the options will terminate after a period of time following the termination of
employment. Our Board of Directors has the authority to amend or terminate the plan subject to shareholder approval with respect to certain amendments. However, no such action may
adversely affect in any material way any awards previously granted unless agreed upon by the recipient.
Officer Compensation
Total cash compensation accrued and/or paid (directly and/or indirectly) to all of our Officers during fiscal year 2024 was $3,207,697 (refer to Item 7. “Major Shareholders and Related
Party Transactions” for information regarding indirect payments)
In order to assist the Board of Directors in fulfilling its oversight responsibilities with respect to human resources matters, the Board established a Compensation Committee. The
Compensation Committee reviews and makes determinations with respect to senior officer compensation on a regular basis with any discretionary compensation used only for
extraordinary projects or significant milestone results that advance the Company’s growth potential. When determining Executive Officers’ compensation, the Compensation Committee
receives input and guidance from the Executive Chairman of the Board and the Chief Executive Officer of the Company. In the past, the Compensation Committee has engaged an outside
consultant to conduct a peer group review to provide guidance to the Compensation Committee with respect to appropriate comparative terms for executive compensation and stock option
grants. The Company also utilizes peer group comparisons from subsidiary locations to assist in its salary review of various positions in those locations. The Compensation Committee
utilizes such comparative reviews to assist it in making appropriate recommendations to the Board.
In addition to his or her fixed base salary, each officer may be eligible to receive variable pay compensation or bonus meant to motivate him or her to achieve short- term goals. Currently,
the Company does not have in place established procedures for determining variable pay compensation. Stock options are an important element of the variable pay compensation and do
not require cash disbursement from the Company. Stock options are also generally awarded to officers, qualifying employees and consultants at the time of hire and are used as a
recruitment tool to attract highly qualified and experienced executives, employees and consultants to the Company. Stock options are also granted at other times during the year. As the
Company is continuing to develop its Optical Interposer technology, it must conserve its limited financial resources and control costs to ensure that funds are available when needed to
complete its scheduled developments. As a result, the Compensation Committee generally considers not only the financial situation of the Company at the time of the determination of the
compensation, but also the estimated financial situation in the mid- and long-term. The use of stock options encourages and rewards performance by aligning an increase in each officer’s
compensation with increases in the Company’s performance and in shareholder value.
42

The following table sets forth all annual and long-term compensation for services in all capacities to the Company for fiscal year 2024 of the Company.
Options Based Awards (1)
(2)
Non-Equity Incentive Plan Compensation
Name
Fiscal
Year
Salary (2)
Share-
Based
Awards
(1) (2)
No. of
Options
Value of
Options (1)
(2)
Annual
Incentive
Plans
Long-term
Incentive
Plans
Pension
Value
All other
Comp.
Total
Comp.
Dr. Suresh Venkatesan
2024
$ 623,923
       -
1,995,000
$
689,892
-
-
-
-
$1,313,815
Daniel Meerovich
2024
$ 448,556
-
305,000
$
149,555
-
-
-
-
$
598,111
Thomas Mika
2024
$ 369,615
-
912,500
$
445,587
-
-
-
-
$
815,202
Mo Jinyu
2024
$ 296,012
-
405,000
$
252,545
-
-
-
-
$
548,557
Vivek Rajgarhia
2024
$ 293,587
-
412,400
$
78,212
-
-
-
-
$
371,799
Raju Kankipati
2024
$ 276,744
-
692,500
$ 1,176,119
-
-
-
-
$ 1,452,863
Lee Yong Meng (James Lee)
2024
$ 239,887
-
425,000
$
386,986
-
-
-
-
$
626,873
Robert Ditizio
2024
$ 232,875
-
190,000
$
241,757
-
-
-
-
$
474,632
Kevin Barnes
2024
$ 217,748
-
484,900
$
420,807
-
-
-
-
$
638,555
(1) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value. The fair value will be recorded as an operating expense as the options vest
based on the stock options vesting schedule from the date of grant.
(2) The exchange rate used in these calculations to convert CAD to USD is based on the average exchange rate for the year ended December 31, 2024 being 0.7298.
Positions
Suresh Venkatesan
CEO
Raju Kankipati
Chief Revenue Officer
Thomas Mika
Executive Vice President and CFO
Mo Jinyu
SVP, GM of Asia
Kevin Barnes
VP Finance and Administration, Corporate Controller and Treasurer
Robert Ditizio
VP Intellectual Property
James Lee
VP & GM POET Singapore
Daniel Meerovich
VP Product Engineering
43

The following table sets forth information concerning all awards outstanding under a stock option plan to each of the current officers, as of December 31, 2024:
Option-based Awards
Share-based Awards
First Name
Last Name
Number of
Securities
Underlying
Unexercised
Options
Option Exercise Price
Option Expiration
Date
Value of Unexercised in-the-
money Options
Number
of
Shares
or Units
of
Shares
that have
not
Vested
Market or Payout
Value of Shares or
Units of Shares that
have not Vested
Market or Payout
Value of Vested
Shares or Units of
Shares that have not
Paid Out or
Distributed
Kevin
Barnes
23,400
$
1.75
CAD
13-Jul-2027
$
110,244
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
2,000
$
1.75
CAD
28-Mar-2028
$
9,423
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
24,500
$
1.75
CAD
13-Dec-2028
$
115,426
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
50,000
$
1.75
CAD
29-May-2029
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
50,000
$
1.75
CAD
15-Jan-2030
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
30,000
$
1.75
CAD
11-Jun-2030
$
141,338
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
25,000
$
1.75
CAD
06-Apr-2031
$
117,782
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
50,000
$
1.75
CAD
11-Nov-2032
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
40,000
$
1.75
CAD
08-Aug-2033
$
188,451
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
50,000
$
1.79
CAD
16-Feb-2034
$
234,174
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
90,000
$
2.48
CAD
25-Jun-2034
$
378,361
USD
N/A
N/A
N/A
N/A
N/A
Kevin
Barnes
50,000
$
5.57
CAD
13-Nov-2034
$
102,842
USD
N/A
N/A
N/A
N/A
N/A
Robert
Ditizio
100,000
$
1.75
CAD
01-Dec-2031
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Robert
Ditizio
15,000
$
1.75
CAD
08-Aug-2033
$
70,669
USD
N/A
N/A
N/A
N/A
N/A
Robert
Ditizio
25,000
$
2.48
CAD
25-Jun-2034
$
105,100
USD
N/A
N/A
N/A
N/A
N/A
Robert
Ditizio
50,000
$
5.57
CAD
13-Nov-2034
$
102,842
USD
N/A
N/A
N/A
N/A
N/A
Mo
Jinyu
100,000
$
1.75
CAD
08-Jan-2031
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Mo
Jinyu
100,000
$
1.75
CAD
11-Nov-2032
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Mo
Jinyu
50,000
$
1.75
CAD
08-Aug-2033
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Mo
Jinyu
80,000
$
1.79
CAD
16-Feb-2034
$
374,679
USD
N/A
N/A
N/A
N/A
N/A
Mo
Jinyu
75,000
$
2.48
CAD
25-Jun-2034
$
315,301
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
100,000
$
1.75
CAD
06-Apr-2032
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
100,000
$
1.75
CAD
11-Nov-2032
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
50,000
$
1.75
CAD
08-Aug-2033
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
80,000
$
1.79
CAD
16-Feb-2034
$
374,679
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
112,500
$
2.48
CAD
25-Jun-2034
$
472,952
USD
N/A
N/A
N/A
N/A
N/A
Raju
Kankipati
250,000
$
5.57
CAD
13-Nov-2034
$
514,210
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
50,000
$
1.75
CAD
04-Nov-2029
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
20,000
$
1.75
CAD
11-Jun-2030
$
94,226
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
25,000
$
1.75
CAD
06-Apr-2031
$
117,782
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
55,000
$
1.75
CAD
11-Nov-2032
$
259,120
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
50,000
$
1.75
CAD
08-Aug-2033
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
50,000
$
1.79
CAD
16-Feb-2034
$
234,174
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
75,000
$
2.48
CAD
25-Jun-2034
$
315,301
USD
N/A
N/A
N/A
N/A
N/A
Yong Meng
Lee
50,000
$
5.57
CAD
13-Nov-2034
$
102,842
USD
N/A
N/A
N/A
N/A
N/A
Michal
Lipson
5,194
$
1.75
CAD
21-Jun-2032
$
24,470
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
46,875
$
1.75
CAD
17-Mar-2030
$
220,841
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
11,718
$
1.75
CAD
06-Apr-2031
$
55,207
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
32,812
$
1.75
CAD
11-Nov-2032
$
154,586
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
27,500
$
1.75
CAD
08-Aug-2033
$
129,560
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
50,000
$
1.79
CAD
16-Feb-2034
$
234,174
USD
N/A
N/A
N/A
N/A
N/A
Daniel
Meerovich
40,000
$
2.48
CAD
25-Jun-2034
$
168,161
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
100,000
$
1.75
CAD
02-Nov-2026
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
50,000
$
1.75
CAD
16-Jan-2027
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
80,000
$
1.75
CAD
13-Jul-2027
$
376,902
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
95,000
$
1.75
CAD
28-Mar-2028
$
447,571
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
100,000
$
1.75
CAD
29-May-2029
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
60,000
$
1.75
CAD
11-Jun-2030
$
282,677
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
45,000
$
1.75
CAD
06-Apr-2031
$
212,008
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
100,000
$
1.75
CAD
11-Nov-2032
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
75,000
$
1.75
CAD
08-Aug-2033
$
353,346
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
80,000
$
1.79
CAD
16-Feb-2034
$
374,679
USD
N/A
N/A
N/A
N/A
N/A
Thomas
Mika
127,500
$
2.48
CAD
25-Jun-2034
$
536,012
USD
N/A
N/A
N/A
N/A
N/A
Vivek
Rajgarhia
72,400
$
1.75
CAD
04-Nov-2029
$
341,097
USD
N/A
N/A
N/A
N/A
N/A
Vivek
Rajgarhia
115,000
$
1.75
CAD
11-Jun-2030
$
541,797
USD
N/A
N/A
N/A
N/A
N/A
Vivek
Rajgarhia
45,000
$
1.75
CAD
06-Apr-2031
$
212,008
USD
N/A
N/A
N/A
N/A
N/A
Vivek
Rajgarhia
100,000
$
1.75
CAD
11-Nov-2032
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Vivek
Rajgarhia
50,000
$
1.75
CAD
08-Aug-2033
$
235,564
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
30,000
$
1.75
CAD
07-Jul-2026
$
141,338
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
280,000
$
1.75
CAD
13-Jul-2027
$
1,319,158
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
390,000
$
1.75
CAD
28-Mar-2028
$
1,837,398
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
450,000
$
1.75
CAD
29-May-2029
$
2,120,075
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
250,000
$
1.75
CAD
11-Jun-2030
$
1,177,819
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
65,000
$
1.75
CAD
06-Apr-2031
$
306,233
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
200,000
$
1.75
CAD
11-Nov-2032
$
942,256
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
100,000
$
1.75
CAD
08-Aug-2033
$
471,128
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
80,000
$
1.79
CAD
16-Feb-2034
$
374,679
USD
N/A
N/A
N/A
N/A
N/A
Suresh
Venkatesan
150,000
$
2.48
CAD
25-Jun-2034
$
630,602
USD
N/A
N/A
N/A
N/A
N/A
(1) This amount is calculated based on the difference between the market value of the shares underlying the options as of December 31, 2024, being CAD$8.53 (US$5.93), and the
exercise or base price of the option. The exchange rate used in these calculations to convert CAD to USD was 0.6948, being the closing exchange rate at December 31, 2024.
44

The value vested or earned during fiscal year 2024 of incentive plan awards granted to our officers are as follows:
First Name
Last Name
Option-based Awards
Share-based Awards
Non-equity Incentive
Plan Compensation -
Value Earned During The
Year
Number of Securities
Underlying Options Vested
Value Vested During the Year
Number of
Shares or
Units of
Shares Vested
Value Vested
During the Year
Kevin
Barnes
149,168
$
103,989
USD
N/A N/A
N/A
N/A
Robert
Ditizio
60,938
$
49,434
USD
N/A N/A
N/A
N/A
Mo
Jinyu
125,000
$
111,190
USD
N/A N/A
N/A
N/A
Raju
Kankipati
109,375
$
105,458
USD
N/A N/A
N/A
N/A
Yong Meng
Lee
117,813
$
91,497
USD
N/A N/A
N/A
N/A
Daniel
Meerovich
107,033
$
49,544
USD
N/A N/A
N/A
N/A
Thomas
Mika
345,314
$
234,054
USD
N/A N/A
N/A
N/A
Vivek
Rajgarhia
211,825
$
145,131
USD
N/A N/A
N/A
N/A
Suresh
Venkatesan
890,626
$
551,865
USD
N/A N/A
N/A
N/A
(1) This amount is the dollar value that would have been realized and is computed by obtaining the difference between the market price of the underlying securities on the vesting date
and the exercise or base price of the options under the option-based award. For the named executive officers to realize this value, they would have had to exercise their options and
sell the shares on the day of vesting. The exchange rate used in these calculations to convert CAD to USD is based on the average exchange rate for the year ended December 31,
2024 being 0.6948.
Director Compensation
The following table details compensation paid/accrued for fiscal year 2024 for each director who is not also an officer.
Options Based Awards
(1)(2)
Non-Equity Incentive Plan Compensation
Name
Fiscal Year
Salary (2)
Share-
Based
Awards (1)
(2)
No. of
Options
Value of
Options
(1) (2)
Annual
Incentive
Plans
Long-term
Incentive
Plans
Pension
Value
All other
Comp.
Total
Comp.
Chris Tsiofas
2024
58,750
-
372,798
$ 178,464
-
-
-
-
$ 237,214
Peter Charbonneau
2024
13,750
-
231,806
$
60,002
-
-
-
-
$
73,752
Michal Lipson
2024
15,000
-
71,511
$
10,088
-
-
-
-
$
25,088
Jean-Louis Malinge
2024
48,750
-
306,660
$ 155,441
-
-
-
-
$ 204,191
Theresa Ende
2024
30,000
-
129,176
$ 100,074
-
-
-
-
$ 130,074
Glen Riley
2024
40,000
-
171,969
$ 118,478
-
-
-
-
$ 158,478
Bob Tirva
2024
2,500
-
18,823
$
84,293
-
-
-
-
$
86,793
(1) The Company used the Black-Scholes model as the methodology to calculate the grant date fair value. The fair value will be recorded as an operating expense as the stock options
vest from the date of grant.
(2) The exchange rate used in these calculations to convert CAD to USD is based on the average exchange rate for the year ended December 31, 2024 being 0.6948
45

The following table sets forth information concerning all awards outstanding under the stock option plans to each of the Directors who are not also named executive officers as of
December 31, 2024:
Option-based Awards
Share-based Awards
First Name
Last Name
Number of
Securities
Underlying
Unexercised
Options
Option Exercise Price
Option Expiration
Date
Value of Unexercised in-
the-money Options
Number
of
Shares
or Units
of
Shares
that have
not
Vested
Market or Payout
Value of Shares or
Units of Shares that
have not Vested
Market or Payout
Value of Vested
Shares or Units of
Shares that have
not Paid Out or
Distributed
Peter
Charbonneau
7,736
$
1.75
CAD
28-Mar-2028
$ 36,442.32
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
19,950
$
1.75
CAD
21-Jun-2028
$ 93,979.34
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
20,029
$
1.75
CAD
29-May-2029
$ 94,351.49
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
1,774
$
1.75
CAD
06-Feb-2030
$
8,356.86
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
16,855
$
1.75
CAD
11-Jun-2030
$ 79,399.59
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
7,187
$
1.75
CAD
06-Apr-2031
$ 33,856.12
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
26,430
$
1.75
CAD
11-Nov-2032
$ 124,504.96
USD
N/A
N/A
N/A
N/A
N/A
Peter
Charbonneau
15,939
$
1.75
CAD
14-Jul-2033
$ 75,084.55
USD
N/A
N/A
N/A
N/A
N/A
Theresa
Ende
4,745
$
1.75
CAD
01-Jun-2032
$ 22,352.48
USD
N/A
N/A
N/A
N/A
N/A
Theresa
Ende
41,368
$
1.75
CAD
11-Nov-2032
$ 194,874.06
USD
N/A
N/A
N/A
N/A
N/A
Theresa
Ende
24,949
$
1.75
CAD
14-Jul-2033
$ 117,528.35
USD
N/A
N/A
N/A
N/A
N/A
Theresa
Ende
58,114
$
2.48
CAD
25-Jun-2034
$ 244,284.52
USD
N/A
N/A
N/A
N/A
N/A
Michal
Lipson
5,194
$
1.75
CAD
21-Jun-2032
$ 24,467.60
USD
N/A
N/A
N/A
N/A
N/A
Michal
Lipson
41,368
$
1.75
CAD
11-Nov-2032
$ 194,874.06
USD
N/A
N/A
N/A
N/A
N/A
Michal
Lipson
24,949
$
1.75
CAD
14-Jul-2033
$ 117,528.35
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
52,500
$
1.75
CAD
05-Sep-2027
$ 247,314.06
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
39,900
$
1.75
CAD
21-Jun-2028
$ 187,958.69
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
36,053
$
1.75
CAD
29-May-2029
$ 169,836.45
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
26,382
$
1.75
CAD
11-Jun-2030
$ 124,278.85
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
11,250
$
1.75
CAD
06-Apr-2031
$ 52,995.87
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
41,368
$
1.75
CAD
11-Nov-2032
$ 194,874.06
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
24,949
$
1.75
CAD
14-Jul-2033
$ 117,528.35
USD
N/A
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
74,258
$
2.48
CAD
25-Jun-2034
$ 312,146.47
USD
N/A
N/A
N/A
N/A
N/A
Glen
Riley
22,460
$
1.75
CAD
04-Dec-2030
$ 105,803.31
USD
N/A
N/A
N/A
N/A
N/A
Glen
Riley
11,250
$
1.75
CAD
06-Apr-2031
$ 52,995.87
USD
N/A
N/A
N/A
N/A
N/A
Glen
Riley
45,965
$
1.75
CAD
11-Nov-2032
$ 216,529.35
USD
N/A
N/A
N/A
N/A
N/A
Glen
Riley
27,722
$
1.75
CAD
14-Jul-2033
$ 130,591.25
USD
N/A
N/A
N/A
N/A
N/A
Glen
Riley
64,572
$
2.48
CAD
25-Jun-2034
$ 271,430.98
USD
N/A
N/A
N/A
N/A
N/A
Bob
Tirva
18,823
$
7.19
CAD
05-Dec-2034
$ 17,524.82
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
15,000
$
1.75
CAD
07-Jul-2026
$ 70,661.16
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
68,750
$
1.75
CAD
13-Jul-2027
$ 323,863.65
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
48,767
$
1.75
CAD
21-Jun-2028
$ 229,728.85
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
44,065
$
1.75
CAD
29-May-2029
$ 207,578.93
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
29,314
$
1.75
CAD
11-Jun-2030
$ 138,090.75
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
12,500
$
1.75
CAD
06-Apr-2031
$ 58,884.30
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
45,965
$
1.75
CAD
11-Nov-2032
$ 216,529.35
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
27,722
$
1.75
CAD
14-Jul-2033
$ 130,591.25
USD
N/A
N/A
N/A
N/A
N/A
Chris
Tsiofas
80,715
$
2.48
CAD
25-Jun-2034
$ 339,288.73
USD
N/A
N/A
N/A
N/A
N/A
(1) This amount is calculated based on the difference between the market value of the shares underlying the options as of December 31, 2024, being CAD$8.53 (US$5.93), and the
exercise or base price of the option. The exchange rate used in these calculations to convert CAD to USD was 0.6948, being the closing exchange rate at December 31, 2024
46

The value vested or earned during fiscal year 2024 of incentive plan awards granted to Directors who are not also named executive officers are as follows:
Option-based Awards
Share-based Awards
First Name
Last Name
Number of Securities
Underlying Options
Vested
Value Vested During the Year
Number of
Shares or
Units of
Shares
Vested
Value Vested
During the Year
Non-equity Incentive
Plan Compensation -
Value Earned During
The Year
Michal
Lipson
48,230
$
20,371
USD
N/A
N/A
N/A
N/A
Peter
Charbonneau
131,845
$
66,036
USD
N/A
N/A
N/A
N/A
Theresa
Ende
91,592
$
116,242
USD
N/A
N/A
N/A
N/A
Glen
Riley
115,989
$
137,260
USD
N/A
N/A
N/A
N/A
Jean-Louis
Malinge
184,370
$
188,871
USD
N/A
N/A
N/A
N/A
Chris
Tsiofas
220,440
$
216,536
USD
N/A
N/A
N/A
N/A
(1) This amount is the dollar value that would have been realized and is computed by obtaining the difference between the market price of the underlying securities on the vesting date
and the exercise or base price of the options under the option-based award. For the named executive officers to realize this value, they would have had to exercise their options and
sell the shares on the day of vesting. The exchange rate used in these calculations to convert CAD to USD is based on the average exchange rate for the year ended December 31,
2024 being 0.6948.
Termination and Change of Control Benefits
Other than as described in their individual management agreements, the Company has no plans or arrangements in respect of remuneration received or that may be received by the Officers
the Company to compensate such Officers, in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a
change of control.
Pension Plan Benefits
The Company does not provide a defined benefit plan to the Officers or any of its employees.
The Company offers a defined contribution plan that is a 401k Plan but does not contribute toward such plan. The Company does not have any deferred compensation plans other than that
described above.
The following individuals were senior management of the Company in 2024:
Name
Title
Suresh Venkatesan
CEO
Raju Kankipati
Chief Revenue Officer
Thomas Mika
Executive Vice President and CFO
Mo Jinyu
SVP, GM of Asia
Kevin Barnes
VP Finance and Administration, Corporate Controller and Treasurer
47

C.
Board Practices.
Our Board of Directors currently consists of six (6) directors, all of whom are independent, except for Suresh Venkatesan, our CEO who also currently serves on the Board of Directors.
Each director holds office until the next annual general meeting of the Company or until his or her successor is elected or appointed, unless his office is earlier vacated in accordance with
the Articles of Amalgamation and all amendments thereto (the “Articles”), or with the provisions of the OBCA. The Company’s Officers are appointed to serve at the discretion of the
Board, subject to the terms of the employment agreements described above.
Lead independent director
Our independent directors have selected Jean-Louis Malinge to serve as the lead independent director. Peter Charbonneau previously served as our lead independent director until his
resignation from the Board on March 14, 2024. The lead independent director’s primary role is to facilitate the functioning of the board, and to maintain and enhance the quality of our
corporate governance practices. The lead independent director presides over the private sessions of our independent directors that take place following each meeting of the board and
conveys the results of these meetings to the chair of the board.
The Board and committees of the Board schedule regular meetings over the course of the year.
During fiscal 2024, the Board held 16 regularly scheduled meetings, including committee meetings. If for various reasons, Board members may not be able to attend a Board meeting, all
Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled
meetings.
The Board has adopted standards for determining whether a director is independent from management. The Board reviews, consistent with the Company’s corporate governance
guidelines, whether a director has any material relationship with the Company that would impair the director’s independent judgment. The Board has affirmatively determined, that as of
the filing of this Form 20-F, based on its standards, that the following directors are independent: Chris Tsiofas, Jean-Louis Malinge, Bob Tirva, Glen Riley and Theresa Lan Ende.
Directors’ Service Contracts
As CEO, Mr. Venkatesan has an employment contract with the Company which allows him to receive a severance of twelve months on termination of employment by the Company, other
than for cause. Unvested stock options will be cancelled. He will have one year to exercise vested stock options.
No other director has a service contract with the Company.
Audit and Compensation Committees of the Board of Directors
We currently have four board committees; (1) an Audit Committee; (2) a Compensation Committee, (3) a Corporate Governance & Nominating Committee, and (4) an Ad Hoc Strategy
Committee. Committee charters for the Audit, Compensation and Corporate Governance & Nominating Committees can be found on the Company’s website (poet-technologies.com). The
Strategy Committee is an ad-hoc committee and therefore does not have a charter. The names of the members and a summary of the terms of the charter for each of the Audit Committee
and the Compensation Committee is provided below.
48

Audit Committee
The Audit Committee is currently comprised of three members: Chris Tsiofas (Chair), Bob Tirva and Jean-Louis Malinge. All three members are independent directors of the Company.
Mr. Tsiofas was appointed chair of the Audit Committee on August 21, 2012. Peter Charbonneau served as a member of the Audit Committee until his resignation from the Board on
March 14, 2024. Mr. Tirva was appointed as a member of the Board and began serving as a member of the Audit Committee on December 5, 2024. The Board has determined that Mr.
Tsiofas satisfies the criteria of “audit committee financial expert” within the meaning of Item 401(h) of Regulation S-K and is independent in accordance with Rule 4200 of the Nasdaq
Marketplace Rules. All members of the audit committee are financially literate, meaning they have the ability to read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial
statements.
The Audit Committee is responsible for reviewing the Company’s financial reporting procedures, internal controls and the performance of the Company’s external auditors. The Audit
Committee is also responsible for reviewing the annual and quarterly financial statements and accompanying Management’s Discussion and Analysis prior to their approval by the full
Board. The Audit Committee also reviews the Company’s financial controls with the auditors of the Company on an annual basis.
The Company’s independent auditor is accountable to the Board and to the Audit Committee. The Board, through the Audit Committee, has the ultimate responsibility to evaluate the
performance of the independent auditor, and through the shareholders, to appoint, replace and compensate the independent auditor. Any non-audit services must be pre- approved by the
Audit Committee.
Compensation Committee
The Compensation Committee is currently comprised of three members: Glen Riley (Chair), Chris Tsiofas and Theresa Ende. Mr. Riley was appointed chair of the Compensation
Committee on October 14, 2022. All three members are independent directors. The Board has determined that all members of the Compensation Committee are qualified as members
based on the following:
The Compensation Committee has extensive direct relevant experience in determining executive compensation policies and practices on behalf of the Company. In addition to being
supported by outside compensation consultants on a periodic basis for peer group review, the members of the Committee are professional executives familiar with best practices associated
with executive compensation, are knowledgeable about the tax implications to the Company and its executive officers of changes in the tax laws pertaining to executive compensation and
have direct relevant experience with the incentives used throughout the Company’s industry to align the interests of executive management with company and shareholder interests. This
gives these individuals strong insight as to the incentive structures and programs appropriate for companies of a comparable size. The seniority, experience and level of achievement of the
three current members of the Compensation Committee speak to the independent judgement exercised in making decisions about the suitability of the Company’s compensation policies
and practices.
The Compensation Committee discusses and makes recommendations to the Board for approval of compensation issues that pertain to the senior executives of the Company, and on issues
involving employment company-wide compensation policies and practices. In general, the compensation programs of the Company are designed to reward performance and to be
competitive with the compensation agreements of other comparable semiconductor companies. The Compensation Committee is responsible for evaluating the compensation of the senior
management of the Company and assuring that they are compensated effectively in a manner consistent with the Company’s business, stage of development, financial condition and
prospects, and the competitive environment. Specifically, the Compensation Committee is responsible for: (i) reviewing the compensation practices and policies of the Company to ensure
that they are competitive and that they provide appropriate motivation for corporate performance and increased shareholder value; (ii) overseeing the administration of the Company’s
compensation programs, and reviewing and approving the employees who receive compensation and the nature of the compensation provided under such programs, and ensuring that all
management compensation programs are linked to meaningful and measurable performance targets; (iii) making recommendations to the Board regarding the adoption, amendment or
termination of compensation programs and the approval of the adoption, amendment and termination of compensation programs of the Company, including for greater certainty, ensuring
that if any equity- based compensation plan is subject to shareholder approval, and that such approval is sought; (iv) periodically surveying the executive compensation practices of other
comparable companies; (v) establishing and ensuring the satisfaction of performance goals for performance-based compensation; (vi) annually reviewing and approving the annual base
salary and bonus targets for the senior executives of the Company, other than the Chief Executive Officer (the “CEO”); (vii) reviewing and approving annual corporate goals and
objectives for the CEO and evaluating the CEO’s performance against such goals and objectives; (viii) annually reviewing and approving, based on the Compensation Committee’s
evaluation of the CEO, the CEO’s annual base salary, the CEO’s bonus, and any stock option grants and other awards to the CEO under the Company’s compensation programs (in
determining the CEO’s compensation, the Compensation Committee will consider the Company’s performance and relative shareholder return, the compensation of CEOs at other
companies, and the CEO’s compensation in past years); and (ix) reviewing the annual report on executive compensation required to be prepared under applicable corporate and securities
legislation and regulation including the disclosure concerning members of the Compensation Committee and settling the reports required to be made by the Compensation Committee in
any document required to be filed with a regulatory authority and/or distributed to shareholders.
49

Code of Ethics
The Board has adopted a written code of business conduct and ethics.
Corporate Governance
As a foreign private issuer, we are exempt from certain requirements of the Nasdaq listing rules that are applicable to U.S. listed companies. Please see “Item 16G. Corporate Governance”
for additional information. The information appearing in Item 16B. “Code of Ethics” below is incorporated herein by reference.
D.
Employees.
As of December 31, 2024, the Company had ninety (90) full-time employees and four (4) consultants. Eleven (11) employees and three (3) consultants work at our lab facility either as
support staff or are engaged in research and development initiatives; four (4) employees are employed at the Canadian office; forty-four (44) employees are employed at our fabrication
facility in Singapore; thirty-one (31) employees are employed at our product development facility in China; one (1) consultant is located in Italy. None of the Company’s employees are
covered by collective bargaining agreements.
E.
Share Ownership.
The following table sets forth certain information regarding the beneficial ownership of our outstanding common shares for: (i) each of our Directors and Officers individually, in each
case, who served in such capacity during the fiscal year ended December 31, 2024; (ii) all of our Directors and Officers as a group; and (iii) each other person known to us to own
beneficially more than 5% of our common shares as of March 20, 2025. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which
a person exercises sole or shared voting or investment power. The table also includes the number of shares underlying options that are exercisable within sixty (60) days of March 20,
2025. Common shares subject to these options are deemed to be outstanding for the purpose of computing the ownership percentage of the person holding these options, but are not
deemed to be outstanding for the purpose of computing the ownership percentage of any other person.
Except as otherwise noted, the business address for each person listed in the table below is 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Canada. The shareholders
listed below do not have any different voting rights from our other shareholders.
Number of
Shares
Beneficially
Owned (1)
Percent of Class
Directors and Officers:
Chris Tsiofas
64,467
 *
Thomas Mika
138,611
 *
Kevin Barnes
54,746
 *
Suresh Venkatesan
158,611
 *
Raju Kankipati
11,111
 *
Jean-Louis Malinge
33,892
 *
Glen Riley
40,129
 *
Directors and Officers Subtotal
501,567
 *
Major Shareholders:
MM Asset Management Inc. SPC (2)
256,420
 *
* Less than one percent (1%).
(1) The number of shares set forth for each Director, Officer and Major Shareholder, if any, was determined in accordance with Rule 13d-3 of the General Rules and Regulations
under the Exchange Act.
(2) Based solely upon information [contained in the Schedule 13G/A filed on February 14, 2025 provided to the Company by MMCAP International Inc. SPC (the “Fund”). MM
Asset Management Inc., the investment adviser of the Fund (the “Adviser”), may be deemed to beneficially own the common shares directly beneficially owned by the Fund. The
address of the Fund is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Island, and the
address of the Adviser is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON M5J 2S1 Canada.
See “Item 6.B. Compensation” for the exercise prices of options.
50

The following table presents the options exercisable for Directors and Officers within 60 days of March 20, 2025:
Full Name
Grant Expiry Date
Grant Price
Exercisable
Bob Tirva
05-Dec-2034
$
7.19
CAD
9,412
Chris Tsiofas
06-Apr-2031
$
1.75
CAD
6,250
Chris Tsiofas
07-Jul-2026
$
1.75
CAD
7,500
Chris Tsiofas
14-Jul-2033
$
1.75
CAD
13,861
Chris Tsiofas
11-Jun-2030
$
1.75
CAD
14,657
Chris Tsiofas
29-May-2029
$
1.75
CAD
22,033
Chris Tsiofas
11-Nov-2032
$
1.75
CAD
22,983
Chris Tsiofas
21-Jun-2028
$
1.75
CAD
24,384
Chris Tsiofas
13-Jul-2027
$
1.75
CAD
34,375
Chris Tsiofas
25-Jun-2034
$
2.48
CAD
80,715
Daniel Meerovich
08-Aug-2033
$
1.75
CAD
5,000
Daniel Meerovich
06-Apr-2031
$
1.75
CAD
11,718
Daniel Meerovich
11-Nov-2032
$
1.75
CAD
14,062
Daniel Meerovich
17-Mar-2030
$
1.75
CAD
46,875
Glen Riley
06-Apr-2031
$
1.75
CAD
5,625
Glen Riley
04-Dec-2030
$
1.75
CAD
11,230
Glen Riley
14-Jul-2033
$
1.75
CAD
13,861
Glen Riley
11-Nov-2032
$
1.75
CAD
22,983
Glen Riley
25-Jun-2034
$
2.48
CAD
64,572
Jean-Louis Malinge
06-Apr-2031
$
1.75
CAD
5,625
Jean-Louis Malinge
14-Jul-2033
$
1.75
CAD
12,475
Jean-Louis Malinge
11-Jun-2030
$
1.75
CAD
13,191
Jean-Louis Malinge
29-May-2029
$
1.75
CAD
18,027
Jean-Louis Malinge
21-Jun-2028
$
1.75
CAD
19,950
Jean-Louis Malinge
11-Nov-2032
$
1.75
CAD
20,684
Jean-Louis Malinge
05-Sep-2027
$
1.75
CAD
26,250
Jean-Louis Malinge
25-Jun-2034
$
2.48
CAD
74,258
Kevin Barnes
28-Mar-2028
$
1.75
CAD
1,000
Kevin Barnes
13-Jul-2027
$
1.75
CAD
5,700
Kevin Barnes
13-Jul-2027
$
1.75
CAD
6,000
Kevin Barnes
13-Dec-2028
$
1.75
CAD
12,250
Kevin Barnes
15-Jan-2030
$
1.75
CAD
12,500
Kevin Barnes
15-Jan-2030
$
1.75
CAD
13,281
Kevin Barnes
11-Jun-2030
$
1.75
CAD
15,000
Kevin Barnes
06-Apr-2031
$
1.75
CAD
15,624
Kevin Barnes
08-Aug-2033
$
1.75
CAD
17,500
Kevin Barnes
11-Nov-2032
$
1.75
CAD
21,875
Kevin Barnes
29-May-2029
$
1.75
CAD
25,000
Kevin Barnes
16-Feb-2034
$
1.79
CAD
50,000
Mo Jinyu
08-Aug-2033
$
1.75
CAD
21,875
51

Mo Jinyu
11-Nov-2032
$
1.75
CAD
43,750
Mo Jinyu
08-Jan-2031
$
1.75
CAD
59,375
Mo Jinyu
16-Feb-2034
$
1.79
CAD
80,000
Raju Kankipati
08-Aug-2033
$
1.75
CAD
21,875
Raju Kankipati
11-Nov-2032
$
1.75
CAD
43,750
Raju Kankipati
06-Apr-2032
$
1.75
CAD
50,000
Raju Kankipati
16-Feb-2034
$
1.79
CAD
80,000
Robert Ditizio
08-Aug-2033
$
1.75
CAD
6,563
Robert Ditizio
01-Dec-2031
$
1.75
CAD
81,250
Suresh Venkatesan
07-Jul-2026
$
1.75
CAD
15,000
Suresh Venkatesan
06-Apr-2031
$
1.75
CAD
40,624
Suresh Venkatesan
08-Aug-2033
$
1.75
CAD
43,750
Suresh Venkatesan
16-Feb-2034
$
1.79
CAD
80,000
Suresh Venkatesan
11-Nov-2032
$
1.75
CAD
87,500
Suresh Venkatesan
11-Jun-2030
$
1.75
CAD
125,000
Suresh Venkatesan
13-Jul-2027
$
1.75
CAD
140,000
Suresh Venkatesan
28-Mar-2028
$
1.75
CAD
195,000
Suresh Venkatesan
29-May-2029
$
1.75
CAD
225,000
Theresa Ende
01-Jun-2032
$
1.75
CAD
2,373
Theresa Ende
14-Jul-2033
$
1.75
CAD
12,475
Theresa Ende
11-Nov-2032
$
1.75
CAD
20,684
Theresa Ende
25-Jun-2034
$
2.48
CAD
58,114
Thomas Mika
16-Jan-2027
$
1.75
CAD
25,000
Thomas Mika
06-Apr-2031
$
1.75
CAD
28,124
Thomas Mika
11-Jun-2030
$
1.75
CAD
30,000
Thomas Mika
08-Aug-2033
$
1.75
CAD
32,813
Thomas Mika
13-Jul-2027
$
1.75
CAD
40,000
Thomas Mika
11-Nov-2032
$
1.75
CAD
43,750
Thomas Mika
28-Mar-2028
$
1.75
CAD
47,500
Thomas Mika
02-Nov-2026
$
1.75
CAD
50,000
Thomas Mika
29-May-2029
$
1.75
CAD
50,000
Thomas Mika
16-Feb-2034
$
1.79
CAD
80,000
Vivek Rajgarhia
04-Nov-2029
$
1.75
CAD
11,200
Vivek Rajgarhia
08-Aug-2033
$
1.75
CAD
21,875
Vivek Rajgarhia
06-Apr-2031
$
1.75
CAD
28,124
Vivek Rajgarhia
11-Nov-2032
$
1.75
CAD
43,750
Vivek Rajgarhia
11-Jun-2030
$
1.75
CAD
57,500
Yong Meng Lee
11-Jun-2030
$
1.75
CAD
5,000
Yong Meng Lee
06-Apr-2031
$
1.75
CAD
15,624
Yong Meng Lee
08-Aug-2033
$
1.75
CAD
21,875
Yong Meng Lee
11-Nov-2032
$
1.75
CAD
24,062
Yong Meng Lee
16-Feb-2034
$
1.79
CAD
50,000
52

Number of Warrants exercisable
within 60 days of March 20, 2025
Exercise price CA$
Glen Riley
26,966
1.52
Kevin Barnes
48,000
1.52
Raju Kankipati
11,111
1.52
Jean-Louis Malinge
33,892
1.52
Thomas Mika
111,111
1.52
Chris Tsiofas
21,967
1.52
Suresh Venkatesan
124,861
1.52
Major Shareholder
MM Asset Management Inc. SPC
8,027,792
Ranging from $4.26 - $8.39
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.
In 2024, the Company adopted a compensation recovery policy (the “Compensation Recovery Policy”) in compliance with Nasdaq listing standards and Rule 10D-1 of the Exchange Act,
a copy of which is filed as Exhibit 97.1 to this Annual Report on Form 20-F.
We were not required to prepare an accounting restatement during the year ended December 31, 2024. As of December 31, 2024, there was no outstanding balance of erroneously awarded
compensation to be recovered pursuant to the Compensation Recovery Policy.
Item 7. Major Shareholders and Related Party Transactions
A.
Major Shareholders.
Holdings by Major Shareholders
Please refer to Item 6.E. “Share Ownership” for details regarding securities held by Directors, Officers and Major Shareholders. The Company’s major shareholders do not have any
different or special voting rights.
U.S. Share Ownership
As of March 20, 2025, there were a total of 405 holders of record of our common shares with addresses in the U.S. We believe that the number of U.S beneficial owners is substantially
greater than the number of U.S record holders, because a large portion of our common shares are held in broker “street names.” As of March 20, 2025, U.S. holders of record held
approximately 17% of our outstanding common shares.
Control of Company
The Company is a publicly owned Ontario corporation, the common shares of which are owned by Canadian residents, U.S. residents and other foreign residents. The Company is not
controlled by any foreign government or other person(s) except as described in “Item 4.A. History and Progress of the Company” and “Item 6.E. Share Ownership.”
Change of Control of Company Arrangements
None
B.
Related Party Transactions.
Compensation to key management personnel was as follows:
2024
2023
2022
Salaries
$
2,435,726
$
2,245,853
$
2,244,111
Share-based payments (1)
3,021,067
2,411,669
1,997,891
Total
$
5,456,793
$
4,657,522
$
4,242,002
(1) Share-based payments are the fair value of options granted to key management personnel and expensed during the various years as calculated using the Black-Scholes model.
C.
Interests of Experts and Counsel.
Not applicable.
53

Item 8. Financial Information
A.
Consolidated Statements and Other Financial Information.
The Company’s financial statements are stated in U.S. dollars and are prepared in accordance with IFRS as issued by the IASB.
The financial statements as required under “Item 17. Financial Statements” are attached hereto and found immediately following the text of this Annual Report. The audit report of
Marcum LLP, independent registered public accounting firm, is included herein immediately preceding the consolidated financial statements.
Legal Proceedings
The directors and the senior management of the Company do not know of any material, either active or pending, legal proceedings against them, nor is the Company involved in any
material proceeding or pending litigation.
The directors and the senior management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest in the Company.
Dividend Policy
The Company has not paid, and has no current plans to pay, dividends on its common shares. We currently intend to retain future earnings, if any, to finance the development of our
business. Any future dividend policy will be determined by the Board, and will depend upon, among other factors, our earnings, if any, financial condition, capital requirements, any
contractual restrictions with respect to the payment of dividends, the impact of the distribution of dividends on our financial condition, tax liabilities, and such economic and other
conditions as the Board may deem relevant.
B.
Significant Changes.
None
Item 9. The Offer and Listing
A.
Offer and Listing Details.
The Company’s common shares currently trade on (i) the TSXV in Canada under the symbol “PTK” (since June 25, 2007) and (ii) Nasdaq in the United Stated under the symbol “POET”
(since March 14, 2022). On November 22, 2024, the Company announced its intention to delist from the TSXV, subject to the approval from the TSXV. The CUSIP/ISN numbers are
73044W104 / 73044W1041. The Company received new CUSIP/ISN numbers on the consolidation of the common shares on February 24, 2022. The new CUSIP/ISN numbers are
73044W302/73044W3021
The following table lists the high and low sales price on the TSXV for the Company’s common shares for: the last six months; the last ten fiscal quarters; and the last five fiscal years.
Period Ended
High (CA$)
Low (CA$)
MONTHLY
28-Feb-25
7.66
5.35
31-Jan-25
9.99
6.44
31-Dec-24
10.53
5.86
30-Nov-24
7.75
4.80
31-Oct-24
6.60
5.03
30-Sep-24
7.50
3.57
QUARTERLY
28-Feb-25
10.53
5.35
30-Nov-24
7.75
3.57
31-Aug-24
5.49
2.27
31-May-24
4.72
1.37
28-Feb-24
2.04
1.06
30-Nov-23
5.50
1.01
31-Aug-23
7.75
4.84
31-May-23
6.90
4.80
28-Feb-23
8.31
3.60
30-Nov-22
5.41
3.26
YEARLY
31-Dec-24
10.53
1.14
31-Dec-23
8.31
1.01
31-Dec-22
13.65
3.26
31-Dec-21
15.80
7.10
31-Dec-20
7.10
2.20
54

B.
Plan of Distribution.
Not required.
C.
Markets.
The information in Item 9.A “Offer and Listing Details” above is incorporated herein by reference.
D.
Selling Shareholders.
Not required.
E.
Dilution
Not required.
F.
Expenses of the Issue
Not required.
Item 10. Additional Information
A.
Share Capital
Not required.
B.
Memorandum and Articles of Association.
The Company was originally formed under the British Columbia Company Act on February 9, 1972 as Tandem Resources Ltd. (“Tandem”). The Company took its current form after
Tandem amalgamated with Stanmar Resources Ltd. and Keezic Resources Ltd. pursuant to Articles of Amalgamation on November 14, 1985. Tandem moved to Ontario by Articles of
Continuance on January 3, 1997. Tandem changed its name to OPEL International Inc. by Articles of Amendment on September 26, 2006. OPEL International Inc. was continued under
the New Brunswick Business Corporations Act on January 30, 2007, then back to Ontario by Articles of Continuance on November 30, 2010, changing its name to OPEL Solar
International Inc. By Articles of Amendment on August 25, 2011, OPEL Solar International Inc. changed its name to OPEL Technologies, Inc. By Articles of Amendment on July 23,
2013, OPEL Technologies Inc. changed its name to POET Technologies Inc. Today, the Company is an Ontario corporation governed by the OBCA. The following are summaries of
material provisions of our Articles of Continuance, as amended from time to time (the “Articles”), in effect as of the date of this Annual Report insofar as they relate to the material terms
of our common shares.
Register, Entry Number and Purposes
Our Articles of Continuance became effective on November 30, 2010. Our corporation number in Ontario is 641402. The Articles of Continuance do not contain a statement of the
Company’s objects and purposes. However, the Articles of Continuance provide that there are no restrictions on business that the Company may carry on or the powers the Company may
exercise as permitted under the OBCA.
Board of Directors
Pursuant to our By-laws and the OBCA, a director or officer who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to, a material
contract or proposed material contract with the Company, shall disclose the nature and extent of his interest at the time and in the manner provided by the OBCA. Any such contract or
proposed contract shall be referred to the Board or shareholders for approval even if such contract is one that in the ordinary course of the Company’s business would not require approval
by the Board or shareholders, and a director interested in a contract so referred to the Board shall not vote on any resolution to approve the same unless the contract or transaction: (i)
relates primarily to his or her remuneration as a director of the Company or an affiliate; (ii) is for indemnity or insurance of or for the director or officer as permitted by the OBCA; or (iii)
is with an affiliate.
55

Directors shall be paid such remuneration for their services as the Board may determine by resolution from time to time, and will be entitled to reimbursement for traveling and other
expenses properly incurred by them in attending meetings of the Board or any committee thereof. Neither the Company’s Articles nor By-laws require an independent quorum for voting
on director compensation. Directors are not precluded from serving the Company in any other capacity and receiving remuneration therefor. A director is not required to hold shares of the
Company. There is no age limit requirement respecting the retirement or non-retirement of directors.
The directors may sign the name and on behalf of the Company, or appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign on behalf of the
Company, all instruments in writing and any instruments in writing so signed shall be binding upon the Company without further authorization or formality. The term “instruments in
writing” includes contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or
movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds,
debentures or other securities, instruments of proxy and all paper writing.
Nothing in the Company’s By-laws limits or restricts the borrowing of money by the Company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on
behalf of the Company.
Each director serves until the next Company’s annual general meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of Continuance.
Rights, Preferences and Restrictions Attaching to Common Shares
The holders of common shares are entitled to vote at all meetings of the shareholders, except meetings at which only holders of a specified class of shares are entitled to vote. Each
common share carries with it the right to one vote. Subject to the rights, privileges, restrictions and conditions attaching to any other class or series of shares of the Company, the holders
of the common shares are entitled to receive any dividends declared and payable by the Company on the common shares. Dividends may be paid in money or property or by issuing fully
paid shares of the Company. Subject to the rights, privileges, restrictions and conditions attaching to any other class or series of shares of the Company, the holders of the common shares
are entitled to receive the remaining property of the Company upon dissolution.
No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or
sinking or purchase funds. The common shares must be issued as fully-paid and non-assessable, and are not subject to further capital calls by the Company. The common shares are
without par value. All of the common shares rank equally as to voting rights, participation in a distribution of the assets of the Company on a liquidation, dissolution or winding-up of the
Company and the entitlement to dividends.
The Company does not currently have any preferred shares outstanding.
Ordinary and Special Shareholders’ Meetings
The OBCA provides that the directors of a corporation shall call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting. The OBCA
also provides that, in the case of an offering corporation, the directors shall place before each annual meeting of shareholders, the financial statements required to be filed under the
Ontario Securities Act and the regulation thereunder relating to the period that began immediately after the end of the last completed financial year and ended not more than six months
before the annual meeting and the immediately preceding financial year, if any.
The Board has the power to call a special meeting of shareholders at any time.
Notice of the date, time and location of each meeting of shareholders must be given not less than 21 days or more than 50 days before the date of each meeting to each director, to the
auditor of the Company and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying
the right to vote at the meeting.
56

Notice of a meeting of shareholders called for any other purpose other than consideration of the minutes of an earlier meeting, financial statements, reports of the directors or auditor,
setting or changing the number of directors, the election of directors and reappointment of the incumbent auditor, must state the general nature of the special business in sufficient detail to
permit the shareholder to form a reasoned judgment on such business, must state the text of any special resolution to be submitted to the meeting, and must, if the special business includes
considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it, a copy of the document or state that a
copy of the document will be available for inspection by shareholders at the Company’s records office or another accessible location.
The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Company and the auditor of the Company. Any other person may be
admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct
how the meeting may be held, including who may attend the meeting.
Limitations on Rights to Own Securities
No share may be issued until it is fully paid.
Neither Canadian law nor our Articles or By-laws limit the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act
(the “Investment Act”), as amended by the World Trade Organization Agreement Implementation Act (the “WTOA Act”). The Investment Act generally prohibits implementation of a
direct reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian,” as defined in the Investment Act (a
“non-Canadian”), unless, after review, the minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. An investment in the common
shares of the Company by a non-Canadian (other than a “WTO Investor,” as defined below) would be reviewable under the Investment Act if it were an investment to acquire direct
control of the Company, and the value of the assets of the Company were CA$5.0 million or more (provided that immediately prior to the implementation of the investment the Company
was not controlled by WTO Investors). An investment in common shares of the Company by a WTO Investor (or by a non- Canadian other than a WTO Investor if, immediately prior to
the implementation of the investment the Company was controlled by WTO Investors) would be reviewable under the Investment Act if it were an investment to acquire direct control of
the Company and the value of the assets of the Company equaled or exceeded certain threshold amounts determined on an annual basis.
The threshold for a pre-closing net benefit review depends on whether the purchaser is: (a) controlled by a person or entity from a member of the WTO; (b) a state- owned enterprise
(SOE); or (c) from a country considered a “Trade Agreement Investor” under the Investment Act. A different threshold also applies if the Canadian business carries on a cultural business.
The 2025 threshold for WTO investors that are SOEs will be CA$551 million based on the book value of the Canadian business’ assets, up from CA$528 million in 2024. The 2025
thresholds for review for direct acquisitions of control of Canadian businesses by private sector investor WTO investors is $1.386 billion and private sector trade- agreement investors is
$2.079 billion and are both based on the “enterprise value” of the Canadian business being acquired.
A non-Canadian, whether a WTO Investor or otherwise, would be deemed to acquire control of the Company for purposes of the Investment Act if he or she acquired a majority of the
common shares of the Company. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it
could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares. In general, an individual is a WTO Investor if he or she is a “national”
of a country (other than Canada) that is a member of the WTO (“WTO Member”) or has a right of permanent residence in a WTO Member. A corporation or other entity will be a “WTO
Investor” if it is a “WTO Investor-controlled entity,” pursuant to detailed rules set out in the Investment Act. The U.S. is a WTO Member. Certain transactions involving our common
shares would be exempt from the Investment Act, including:
●
an acquisition of the shares if the acquisition were made in the ordinary course of that person’s business as a trader or dealer in securities;
●
an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to
the provisions of the Investment Act; and
●
an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control
in fact of the Company, through the ownership of voting interests, remains unchanged.
57

Procedures to Change the Rights of Shareholders
In order to change the rights of our shareholders with respect to certain fundamental changes as described in Section 168 of the OBCA, the Company would need to amend our Articles to
effect the change. Such an amendment would require the approval of holders of two-thirds of the votes of the Company’s common shares, and any other shares carrying the right to vote at
any general meeting of the shareholders of the Company, cast at a duly called special meeting. The OBCA also provides that a sale, lease or exchange of all or substantially all of the
property of a corporation other than in the ordinary course of business of the corporation likewise requires the approval of the shareholders at a duly called special meeting. For such
fundamental changes and sale, lease and exchange, a shareholder is entitled under the OBCA to dissent in respect of such a resolution amending the Articles and, if the resolution is
adopted and the Company implements such changes, demand payment of the fair value of the shareholder’s common shares.
Impediments to Change of Control
In 2016, the Canadian Securities Administrators (the “CSA”) enacted amendments (the “Bid Amendments”) to the Take-Over Bid Regime. The Bid Amendments, which are very
significant, are contained in National Instrument (NI) 62-104.
The Bid Amendments were intended to enhance the quality and integrity of the take-over bid regime and rebalance the current dynamics among offerors, offeree issuer boards of directors
(“Offeree Boards”), and offeree issuer security holders by (i) facilitating the ability of offeree issuer security holders to make voluntary, informed and coordinated tender decisions, and (ii)
providing the Offeree Board with additional time and discretion when responding to a take-over bid.
Specifically, the Bid Amendments require that all non-exempt take-over bids
(1) receive tenders of more than 50% of the outstanding securities of the class that are subject to the bid, excluding securities beneficially owned, or over which control or direction is
exercised, by the offeror or by any person acting jointly or in concert with the offeror (the Minimum Tender Requirement);
(2) be extended by the offeror for an additional 10 days after the Minimum Tender Requirement has been achieved and all other terms and conditions of the bid have been complied with
or waived (the 10 Day Extension Requirement); and
(3) remain open for a minimum deposit period of 105 days (the Minimum 105 Day Bid Period) unless
(a) the offeree board states in a news release a shorter deposit period for the bid of not less than 35 days, in which case all contemporaneous take-over bids must remain open for
at least the stated shorter deposit period, or
(b)the issuer issues a news release that it intends to effect, pursuant to an agreement or otherwise, a specified alternative transaction, in which case all contemporaneous take-over
bids must remain open for a deposit period of at least 35 days.
The Bid Amendments involved fundamental changes to the bid regime to establish a majority acceptance standard for all non-exempt take-over bids, a mandatory extension period to
alleviate offeree security holder coercion concerns, and a 105 day minimum deposit period to address concerns that offeree boards did not have enough time to respond to an unsolicited
take-over bid. The CSA determined not to amend National Policy 62-202 Defensive Tactics (NP 62-202) in connection with these amendments. They reminded participants in the capital
markets of the continued applicability of NP 62-202, which means that securities regulators will be prepared to examine the actions of offeree boards in specific cases, and in light of the
amended bid regime, to determine whether they are abusive of security holder rights.
After canvassing several commentaries concerning the new regime, we have concluded that:
●
It will be much more difficult for hostile bidders as a result of target issuers having a much longer period of time to respond, concurrent with the added risk and cost to such bidders.
●
There is good reason to expect that, except in unusual circumstances, regulators will not permit SRPs to remain in effect after a 105 day bidding period.
●
A significant number of reporting issuers have not sought re-approval of their SRPs since the amendments were introduced and those that have sought to renew their SRPs have been
required to amend the plans to comply with the new rules.
●
A large part of the traditional rationale for adopting SRPs has now been eliminated.
58

We believe that the amended take-over bid rules provide adequate protection against hostile bids. Having said that, it has been suggested that the new rules do not protect against creeping
take-over bids for control which are exempt from the rules (such as the accumulation of 20% or more of the issuer’s shares through market transactions or the acquisition of a control
block through private agreements with a few large shareholders). These activities would however be identifiable through the early warning filing requirements. If, prior to making a
determination that the Company ought to adopt a “strategic” SRP at an annual or special meeting of shareholders, the Company were faced with a hostile bid that we believed was not in
the best interests of the Company and its shareholders, the directors could adopt a “tactical” plan which we could take to the shareholders for approval. Nevertheless, at this point in time,
we are of the opinion that such action is not necessary and the shareholders should be the best arbiters of when “the pill must go”.
Stockholder Ownership Disclosure Threshold in Bylaws
Neither our Articles nor By-laws contain a provision governing the ownership threshold above which shareholder ownership must be disclosed. Pursuant to securities legislation, an Early
Warning Report and an Insider Report must be filed if a shareholder obtains ownership on a partially diluted basis of 10% or greater of the Company.
Special Conditions for Changes in Capital
The conditions imposed by the Company’s Articles are not more stringent than required under the OBCA.
C.
Material Contracts.
In addition to any contracts described in “Item 7.B. Related Party Transactions” or “Item 4. Business Overview”, below is a summary of material contracts, other than those entered into
by the Company in the ordinary course of business, to which we are or have been a party during the two years immediately preceding the date of this document. Other than contracts
entered into in the ordinary course of business, we have not been a party to any other material contract within such two-year period.
D.
Exchange Controls.
Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are
no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company’s securities, except
as discussed in “Item 10.E. Taxation” below.
E.
Taxation.
The following summary discusses certain material U.S. and Canadian tax considerations related to the holding and disposition of common shares as of the hereof. Prospective purchasers
of our common shares are advised to consult their own tax advisers concerning the consequences under the tax laws of the country of which they are resident or in which they are
otherwise subject to tax of making an investment in our common shares.
Canadian Federal Income Tax Considerations
The Company believes the following is a brief summary of the material principal Canadian federal income tax consequences to a U.S. Holder (as defined below) of common shares of the
Company who deals at arm’s length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Tax Act”) and the Canada —
U.S. Income Tax Convention (1980) (the “Treaty”), is at all relevant times resident in the U.S., is not and is not deemed to be resident in Canada and does not use or hold and is not
deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in
Canada and elsewhere. U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.
59

This summary is based upon the current provisions of the Tax Act, the regulations thereunder in force at the date hereof, all specific proposals to amend such regulations and the Tax Act
publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof and the current provisions of the Convention and the current administrative practices of the
Canada Revenue Agency published in writing prior to the date hereof. This summary does not otherwise take into account or anticipate any changes in law or administrative practices
whether by legislative, governmental or judicial decision or action, nor does it take into account tax laws of any province or territory of Canada or of the U.S. or of any other jurisdiction
outside Canada.
For the purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be converted into Canadian dollars based on the relevant
exchange rate applicable thereto.
This summary does not address all aspects of Canadian federal income taxation that may be relevant to any particular U.S. Holder in light of such holder’s individual circumstances.
Accordingly, U.S. Holders should consult with their own tax advisors for advice with respect to their own particular circumstances.
Under the Tax Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Tax Act to have
been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and
the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.
A U.S. Holder will generally not be subject to tax under the Tax Act on any capital gain realized on a disposition of common shares, provided that the shares do not constitute “taxable
Canadian property” to the U.S. Holder at the time of disposition. Generally, common shares will not constitute taxable Canadian property to a U.S. Holder provided that such shares are
listed on a designated stock exchange (which currently includes the TSXV) at the time of the disposition and, during the 60- month period immediately preceding the disposition, the U.S.
Holder, persons with whom the U.S. Holder does not deal at arm’s length, or the U.S. Holder together with all such persons has not owned 25% or more of the issued shares of any series
or class of the Company’s capital stock. If the common shares constitute taxable Canadian property to a particular U.S. Holder, any capital gain arising on their disposition may be exempt
from Canadian tax under the Convention if at the time of disposition the common shares do not derive their value principally from real property situated in Canada.
U.S. Federal Income Tax Considerations
Subject to the limitations described herein, the following discussion summarizes certain U.S. federal income tax consequences to a U.S. Holder of our common shares. A “U.S. Holder”
means a holder of our common shares who is:
●
an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes;
●
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the U.S. or under the laws of the U.S. or any political
subdivision thereof, or the District of Columbia;
●
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
●
a trust (i) if, in general, a court within the U.S. is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of
its substantial decisions, or (ii) that has in effect a valid election under applicable U.S. Treasury Regulations to be treated as a U.S. person.
Unless otherwise specifically indicated, this discussion does not consider the U.S. tax consequences to a person that is not a U.S. Holder (a “Non-U.S. Holder”). This discussion considers
only U.S. Holders that will own our common shares as capital assets (generally, for investment) and does not purport to be a comprehensive description of all of the tax considerations that
may be relevant to each U.S. Holder’s decision to purchase our common shares.
60

This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the “Code”), current and proposed Treasury Regulations promulgated thereunder, and
administrative and judicial decisions as of the date hereof, all of which are subject to change, possibly on a retroactive basis. This discussion does not address all aspects of U.S. federal
income taxation that may be relevant to any particular U.S. Holder in light of such holder’s individual circumstances. In particular, this discussion does not address the potential
application of the alternative minimum tax or the U.S. federal income tax consequences to U.S. Holders that are subject to special treatment, including U.S. Holders that:
●
are broker-dealers or insurance companies;
●
have elected market-to-market accounting;
●
are tax-exempt organizations or retirement plans;
●
are financial institutions or “financial services entities”;
●
hold our common shares as part of a straddle, “hedge” or “conversion transaction” with other investments;
●
acquired our common shares upon the exercise of employee stock options or otherwise as compensation;
●
own directly, indirectly or by attribution at least 10% of our voting power;
●
have a functional currency that is not the U.S. Dollar;
●
are grantor trusts;
●
are certain former citizens or long-term residents of the U.S.; or
●
are real estate trusts or regulated investment companies.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds our common shares, the tax treatment of the partnership and a partner in such
partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its own tax advisor as to its tax
consequences.
In addition, this discussion does not address any aspect of state, local or non-U.S. laws or the possible application of U.S. federal gift or estate taxes.
Each potential U.S Holder of our common shares is advised to consult its own tax advisor with respect to the specific tax consequences to it of purchasing, holding or disposing of our
common shares, including the applicability and effect of federal, state, local and foreign income tax and other laws to its particular circumstances.
Distributions
Subject to the discussion below under “Passive Foreign Investment Company Status,” a U.S. Holder will be required to include in gross income as ordinary dividend income the amount of
any distribution paid on our common shares, including any non-U.S. taxes withheld from the amount paid, to the extent the distribution is paid out of our current or accumulated earnings
and profits as determined for U.S. federal income tax purposes. Distributions in excess of such earnings and profits will be applied against and will reduce the U.S. Holder’s basis in our
common shares and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of our common shares. The dividend portion of such distributions generally will
not qualify for the dividends received deduction available to corporations. U.S. Holders which are individuals, estates and trusts and whose income exceeds certain thresholds will be
required to pay a 3.8% surtax on “net investment income” including, among other things, dividends (if any) and net gain realized from our common shares. U.S. Holders should consult
with their own tax advisors regarding the application of this tax.
Subject to the discussion below under “Passive Foreign Investment Company Status,” dividends that are received by U.S. Holders that are individuals, estates or trusts may qualify for
taxation at the rate applicable to long-term capital gains (a maximum marginal federal income tax rate of 20%), provided that such U.S. Holders satisfy certain holding period
requirements and such dividends meet the requirements of “qualified dividend income.” For this purpose, dividends paid by a non-U.S. corporation may qualify if the non-U.S.
corporation is eligible for benefits of a comprehensive income tax treaty with the U.S., which benefits include an information exchange program and is determined to be satisfactory by the
U.S. Secretary of the Treasury. The IRS has determined that the U.S.- Canada Tax Treaty is satisfactory for this purpose. Dividends that fail to meet such requirements, and dividends
received by corporate U.S. Holders, are taxed at ordinary income rates.
61

Distributions of current or accumulated earnings and profits paid in foreign currency to a U.S. Holder (including any non-U.S. taxes withheld therefrom) will be includible in the income
of a U.S. Holder in a U.S. Dollar amount calculated by reference to the exchange rate on the day the distribution is received. A U.S. Holder that receives a foreign currency distribution
and converts the foreign currency into U.S. dollars subsequent to receipt may have foreign exchange gain or loss based on any appreciation or depreciation in the value of the foreign
currency against the U.S. dollar, €h will generally be U.S. source ordinary income or loss. A loss might not be deductible due to certain limitations.
U.S. Holders will have the option of claiming the amount of any non-U.S. income taxes withheld at source either as a deduction from gross income or as a dollar-for- dollar credit against
their U.S. federal income tax liability. Individuals who do not claim itemized deductions, but instead utilize the standard deduction, may not claim a deduction for the amount of the non-
U.S. income taxes withheld, but such amount may be claimed as a credit against the individual’s U.S. federal income tax liability. The amount of non-U.S. income taxes which may be
claimed as a credit in any taxable year is subject to complex limitations and restrictions, which must be determined on an individual basis by each shareholder. These limitations include,
among others, rules that limit foreign tax credits allowable with respect to specific classes of income to the U.S. federal income taxes otherwise payable with respect to each such class of
income. A U.S. Holder will be denied a foreign tax credit with respect to non-U.S. income tax withheld from a dividend received on the common shares if such U.S. Holder does not
satisfy certain holding period requirements.
Distributions of current or accumulated earnings and profits generally will be foreign source income for U.S. foreign tax credit purposes.
Disposition of Common Shares
Subject to the discussion below under “Passive Foreign Investment Company Status,” upon the sale, exchange or other taxable disposition of our common shares, a U.S. Holder will
recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s basis in such common shares, which is usually the cost of such shares, and the amount
realized on the disposition. Capital gain from the sale, exchange or other disposition of common shares held more than one year is long-term capital gain, and is eligible for a reduced rate
of taxation for individuals (currently a maximum marginal federal income tax rate of 20%, plus the 3.8% net investment income tax discussed above, if applicable). Gains recognized by a
U.S. Holder on a sale, exchange or other disposition of common shares generally will be treated as U.S. source income for U.S. foreign tax credit purposes. A loss recognized by a U.S.
Holder on the sale, exchange or other taxable disposition of common shares generally is allocated to U.S. source income. The deductibility of capital losses recognized on the sale,
exchange or other taxable disposition of common shares is subject to limitations. A U.S. Holder that receives foreign currency upon disposition of common shares and converts the foreign
currency into U.S. dollars subsequent to the settlement date or trade date (whichever date the taxpayer was required to use to calculate the value of the proceeds of sale) may have foreign
exchange gain or loss based on any appreciation or depreciation in the value of the foreign currency against the U.S. Dollar, which will generally be U.S. source ordinary income or loss.
Such loss may not be deductible due to certain limitations.
Passive Foreign Investment Company Status
We would be a passive foreign investment company (a “PFIC”) if (taking into account certain “look-through” rules with respect to the income and assets of our corporate subsidiaries in
which we own 25 percent (by value) of the stock) either (i) 75 percent or more of our gross income for the taxable year was passive income or (ii) the average percentage (by value) of our
total assets that are passive assets during the taxable year was at least 50 percent.
If we were a PFIC, each U.S. Holder would (unless it made one of the elections discussed below on a timely basis) be taxable on gains recognized from the disposition of our common
shares (including gain deemed recognized if the common shares are used as security for a loan) and upon receipt of certain “excess distributions” (generally, distributions that exceed
125% of the average amount of distributions in respect to such common shares received during the preceding three taxable years or, if shorter, during the U.S. Holder’s holding period
prior to the distribution year) with respect to our common shares as if such income had been recognized ratably over the U.S. Holder’s holding period for the common shares. The U.S.
Holder’s income for the current taxable year would include (as ordinary income) amounts allocated to the current taxable year and to any taxable year period prior to the first day of the
first taxable year for which we were a PFIC. Tax would also be computed at the highest ordinary income tax rate in effect for each other taxable year period to which income is allocated,
and an interest charge on the tax as so computed would also apply. Additionally, if we were a PFIC, U.S. Holders who acquire our common shares from decedents (other than non resident
aliens) would be denied the normally available step-up in basis for such shares to fair market value at the date of death and, instead, would have a tax basis in such shares equal to the
decedent’s basis, if lower.
62

As an alternative to the tax treatment described above, a U.S. Holder could elect to treat us as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder would be taxed
currently, for each taxable year that we are a PFIC, on its pro rata share of our ordinary earnings and net capital gain (subject to a separate election to defer payment of taxes, which
deferral is subject to an interest charge). Special rules apply if a U.S. Holder makes a QEF election after the first taxable year in its holding period in which we are a PFIC. In the event that
we conclude that we will be classified as a PFIC, we will make a determination at such time as to whether we will be able to provide U.S. Holders with the information that is necessary to
make a QEF election. Amounts includable in income as a result of a QEF election will be determined without regard to our prior year losses or the amount of cash distributions, if any,
received from us. A U.S. Holder’s basis in its common shares will increase by any amount included in income and decrease by any amounts not included in income when distributed
because such amounts were previously taxed under the QEF rules. So long as a U.S. Holder’s QEF election is in effect with respect to the entire holding period for its common shares, any
gain or loss realized by such holder on the disposition of its common shares held as a capital asset ordinarily will be capital gain or loss.
As an alternative to making the QEF election, a U.S. Holder of PFIC stock which is regularly traded on a qualified exchange may avoid the negative effects of the PFIC rules by electing
to mark the stock to market and recognizing as ordinary income or loss, each taxable year that we are a PFIC, an amount equal to the difference as of the close of the taxable year between
the fair market value of the PFIC stock and the U.S. Holder’s adjusted tax basis in the PFIC stock. Losses would be allowed only to the extent of net mark-to-market gain previously
included by the U.S. Holder under the election for prior taxable years. This election is available for so long as the Company’s common shares constitute “marketable stock,” which
includes stock of a PFIC that is “regularly traded” on a “qualified exchange or other market.” Generally, a “qualified exchange or other market” includes a national market system
established pursuant to Section 11A of the Exchange Act, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is
located and that has certain characteristics. A class of stock that is traded on one or more qualified exchanges or other markets is “regularly traded” on an exchange or market for any
calendar year during which that class of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter, subject to special rules relating to an initial
public offering. It is not entirely clear whether either Nasdaq or TSXV are qualified exchanges or other markets, or whether there will be sufficient trading volume with respect to the
Company’s common shares, and accordingly, whether the common shares will be “marketable stock” for these purposes. Furthermore, there can be no assurances that the Company’s
common shares will continue to trade on any of the exchanges listed above.
We believe we were not a PFIC for the year ending December 31, 2024 and do not expect to be classified as a PFIC for the year ending December 31, 2025. However, PFIC status is
determined as of the end of each taxable year and is dependent on a number of factors, including the value of our passive assets, the amount and type of our gross income, and our market
capitalization. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or in a future taxable year. We will notify U.S. Holders in the event
we conclude that we will be treated as a PFIC for any taxable year.
Information Reporting and Backup Withholding
U.S. Holders (other than exempt recipients, such as corporations) generally are subject to information reporting requirements with respect to dividends paid on, or proceeds from the
disposition of, our common shares. U.S. Holders are also generally subject to backup withholding (currently at a rate of 24%) on dividends paid on, or proceeds from the disposition of,
our common shares unless the U.S. Holder provides IRS Form W-9 or otherwise establishes an exemption.
The amount of any backup withholding will be allowed as a credit against a U.S. or Non-U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided
that certain required information is furnished to the IRS.
F.
Dividends and Paying Agents.
Not required.
G. Statements by Experts.
Note required
H. Documents on Display.
The Company’s documents can be viewed at its Canadian office, located at: Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario M4P 1E2, Canada. Further, we file reports under
Canadian regulatory requirements on SEDAR+; you may access our reports filed on SEDAR by accessing their website at www.sedarplus.ca. The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act), and files reports, Annual Reports and other information with the SEC. The SEC maintains a website
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company’s reports, Annual
Reports and other information can be inspected on the SEC’s website.
63

As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal
shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange
Act to file annual, and other reports and financial statements with the SEC as frequently or as promptly as United States domestic companies whose securities are registered under the
Exchange Act.
We maintain a corporate website at www.poet-technologies.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report on
Form 20-F. We have included our website address in this Annual Report on Form 20-F solely as an inactive textual reference.
I.
Subsidiary Information.
Not applicable.
J.
Annual Report to Security Holders.
If we are required to furnish an annual report to security holders on Form 6-K, we will submit such annual report in electronic format in accordance with the EDGAR Filer Manual.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Market risk arises from the possibility that changes in market prices will affect the value of the financial instruments of the Company. The Company is exposed to fair value fluctuations
on its cash equivalents. The Company’s other financial instruments (cash and accounts payable and accrued liabilities) are not subject to market risk, due to the short- term nature of these
instruments. The Company manages market risk through its investment policy where surplus funds are only invested in a manner that will provide the optimal blend of investment returns
and principal protection while meeting its daily cash flow and liquidity demands.
Interest Rate Risk
Short-term investments bear interest at fixed rates, and as such, are subject to interest rate risk resulting from changes in fair value from market fluctuations in interest rates. The Company
does not depend on interest from its investments to fund its operations.
Exchange Rate Risk
The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional currencies
include the Chinese Yuan, US, Singapore and Canadian dollar. Most transactions within the entities are conducted in functional currencies. As such, none of the entities included in the
consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk when its subsidiaries hold current assets or current liabilities in
currencies other than its functional currency. A 10% change in foreign currencies held would increase or decrease other comprehensive loss by $3,250,000.
The following table shows exchange rates, from CAD to USD, for the past six months:
Period
High (1)
Low (1)
Average (2)
February 2025
0.7072
0.6800
0.6936
January 2025
0.7003
0.6850
0.6926
December 2024
0.7138
0.6918
0.7028
November 2024
0.7235
0.7077
0.7156
October 2024
0.7423
0.7170
0.7296
September 2024
0.7446
0.7339
0.7392
September 2024 — February 2025
0.7446
0.6800
0.7159
(1) Bank of Canada monthly average rates
(2) Bank of Canada daily closing average rates
64

The following table shows exchange rates, from SGD to USD, for the past six months:
Period
High (1)
Low (1)
Average (2)
February 2025
0.7500
0.7352
0.7426
January 2025
0.7439
0.7291
0.7365
December 2024
0.7469
0.7319
0.7394
November 2024
0.7608
0.7422
0.7515
October 2024
0.7741
0.7547
0.7644
September 2024
0.7791
0.7645
0.7718
September 2024 — February 2025
0.7791
0.7291
0.7510
(1) Bank of Singapore monthly average rates
(2) Bank of Singapore daily closing average rates
The following table shows exchange rates, from CNY to USD, for the past six months:
Period
High (1)
Low (1)
Average (2)
February 2025
0.1382
0.1372
0.1377
January 2025
0.1382
0.1364
0.1373
December 2024
0.1379
0.1370
0.1374
November 2024
0.1411
0.1379
0.1395
October 2024
0.1416
0.1400
0.1408
September 2024
0.1426
0.1404
0.1415
September 2024 — February 2025
0.1426
0.1364
0.1390
(1) Bank of China monthly average rates
(2) Bank of China daily closing average rates
Item 12. Description Of Securities Other Than Equity Securities
A.
Debt Securities.
Not required.
B.
Warrants and Rights
Not required.
C.
Other Securities
Not applicable.
D.
American Depositary Shares.
Not applicable.
65

PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15. Controls and Procedures
Disclosure Controls and Procedures.
Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) under the Exchange Act as controls and other procedures that are designed to ensure that information
required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that we file
or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions
regarding required disclosures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of the effectiveness
of our disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure
controls and procedures were not effective due to a material weakness in our internal control over financial reporting. A material weakness, as defined in the Sarbanes Oxley Act of 2002
(“SOX”), is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement
of the annual consolidated financial statements will not be prevented or detected on a timely basis. The material weakness resulted from insufficient resources being available to perform
an effective review of certain controls related to the financial close process. While the matter has been addressed, there was insufficient time to test the effectiveness of changes to the
controls related to the financial statement close process prior to year-end. The Chief Executive Officer and the Chief Financial Officer determined that a material weakness existed at
December 31, 2024
(a) Management’s Annual Report on Internal Control over Financial Reporting
Our management, under the oversight of our Board of Directors (in particular its audit committee), is responsible for establishing and maintaining adequate internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and as set forth in Section 404 of SOX). The Company’s internal control over financial reporting
is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of its
published consolidated financial statements. Under the SOX framework, our internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) as
issued by the International Accounting Standards Board. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a
material effect on our consolidated financial statements.
All internal controls over financial reporting, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect
misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
66

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that assessment and those criteria,
management concluded that as of December 31, 2024, we did not maintain effective internal controls over financial reporting because of the financial close process material weakness.
The material weakness did not result in a material misstatement of our consolidated financial statements for the fiscal year ended December 31, 2024 or any prior annual or interim periods
nor has it resulted in any material failure to safeguard our assets, including our cash and fixed assets. However, if the material weakness is not remediated, a material misstatement of
account balances or disclosures may not be prevented, and may go undetected, which could result in a material misstatement of future annual or interim consolidated financial statements.
We are committed to maintaining the integrity of our financial reporting processes and have already taken corrective actions to address the material weakness. Due to the exit of a senior
member of the finance staff and the onboarding of another at the beginning of the year, there was insufficient time to ensure all the controls were operating effectively. With the
onboarding and familiarization of the new senior staff, management is confident that the material weakness will be remediated.
Although management has taken immediate remedial steps, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period
of time and management has concluded, through testing, that these controls are operating effectively. Further, our independent registered accounting firm has not performed an audit of our
internal control over financial reporting subsequent to December 31, 2024 and we cannot give assurances that the measures we have thus far taken to remediate the aforementioned
deficiency were sufficient or that they will prevent future significant deficiencies. As management continues to evaluate and work to improve our internal control over financial reporting,
we may determine it necessary to take additional measures or modify the remediation measures we have taken to date.
(b) Attestation Report of Registered Public Accounting Firm
Davidson & Company LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form
20-F, and has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.
(c) Changes in Internal Controls over Financial Reporting
We have undertaken the remediation efforts described. Except for those efforts, there were no other changes in our internal control over financial reporting during year ended December
31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
Our Board of Directors has determined that Chris Tsiofas is an audit committee financial expert. The Board has determined that Mr. Tsiofas satisfies the criteria of “audit committee
financial expert” set forth in Item 16A of Form 20-F and is independent in accordance with Rule 4200 of the Nasdaq Marketplace Rules.
Item 16B. Code of Ethics
Our Board of Directors adopted a Code of Business Conduct and Ethics, as amended in March 2025 (the “Code”), that applies to all our employees, including without limitation our chief
executive officer, chief financial officer and principal accounting officer. Our Code may be viewed on our website at www.poet-technologies.com and is filed as an Exhibit to this Annual
Report. A copy of our Code may be obtained, without charge, upon a written request addressed to our office at, 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Canada.
We will disclose on our website any amendment to, or waiver from, a provision of the Code as required by applicable securities rules and regulations. During the year ended December 31,
2024, the Company did not waive or implicitly waive any provision of the Code with respect to any of the Company’s principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions.
67

Item 16C. Principal Accountant Fees and Services
Marcum LLP (“Marcum”) served as our independent registered public accounting firm for the year ended December 31, 2023, and up to the date of its resignation, and Davidson &
Company LLP (“Davidson”) was appointed as our independent registered public accounting firm, including to audit the Company’s consolidated financial statements for the year ended
December 31, 2024 that appear in this Annual Report. See Item 16.F. “Change in Registrant’s Certifying Accountant” for further details regarding the change in our independent registered
public accounting firm. Set forth below are the total fees billed (or expected to be billed) on a consolidated basis by Marcum and Davidson for providing audit and other professional
services in each of the last two years.
Year Ended December 31,
Services Rendered
2024
2023
Audit Fees (1)
$
302,771
$
470,455
Audit-Related Fees (2)
-
-
Tax Fees (3)
14,111
16,715
All Other Fees (4)
-
-
Total
$
316,882
487,170
(1) Audit Fees included fees for the audit of the Company’s annual consolidated financial statements, SOX 404(b) audit and professional services rendered in connection with filing of
registration statements.
(2) Audit-Related Fees include fees for assurance and related services that are reasonably related to the performance of the audit and are not reported under audit fees. These fees
primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements,
acquisitions and other accounting issues that occur from time to time.
(3) Tax Fees include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice on actual or contemplated
transactions.
(4) All Other Fees include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters.
Our Audit Committee, in accordance with its charter, reviews and pre-approves all audit services and permitted non-audit services (including the fees and other terms) to be provided by
our independent auditors. All of the services provided by Davidson & Company LLP and Marcum LLP over the past two years were pre-approved by the Audit Committee.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant.
April 22, 2024, Marcum resigned as the Company’s independent registered public accounting firm at the Company’s request effective as of such date.
Following the foregoing, on April 23, 2024, the Company engaged Davidson as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal
year ended December 31, 2024. The appointment of Davidson was recommended to the Company’s Board by the Audit Committee of the Board and subsequently approved by the Board.
68

The audit reports of Marcum on the Company’s consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 that are filed herewith did not contain an adverse
opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except (i) solely with respect to the audit report for the fiscal year
ended December 31, 2023, to express an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of a material weakness
and (ii) to indicate that there was substantial doubt about the Company’s ability to continue as a going concern.
In connection with the audit of the Company’s financial statements for the fiscal years ended December 31, 2023 and 2022, and in the subsequent interim period through April 22, 2024,
there were (i) no disagreements within the meaning of Item 16F(a)(1)(iv) of Form 20-F between the Company and Marcum on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of Marcum, would have caused it to make reference to the subject matter thereof in connection
with its reports for such years, and (ii) no “reportable events” within the meaning of Item 16F(a)(1)(v) of Form 20-F, except for the material weakness described in the Form 20-F, Item
15.b “Management’s Annual Report on Internal Control over Financial Reporting” filed on March 28, 2024.
Prior to engaging Davidson as the Company’s independent auditor for the fiscal year ended December 31, 2024, the Company had not consulted Davidson regarding the application of
accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or a reportable
event, nor did the Company consult with Davidson regarding any matter that was either (i) the subject of any disagreements (as that term is described in Item 16F(a)(1)(iv) of Form 20-F
and the related instructions) with its prior auditor or (ii) a reportable event (as that term is defined in Item 16F(a)(1)(v) of Form 20-F).
The Company provided Marcum with a copy of the disclosure above prior to its filing of this Annual Report and requested that Marcum furnish the Company with a letter addressed to the
SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. Their letter to the SEC dated March 31, 2025 is filed as Exhibit
16.1 to this Annual Report.
Item 16G. Corporate Governance
A foreign private issuer that follows home country practices in lieu of certain provisions of the Nasdaq rules must disclose the ways in which its corporate governance practices differ from
those followed by U.S. domestic companies. As required by Nasdaq Rule 5615(a)(3), the Company discloses on its website, www.poet-technologies.com, each requirement of the Nasdaq
rules that it does not follow and describes the home country practice it follows in lieu of such requirements.
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider Trading Policies
The Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of the Company’s securities by directors, senior management and employees that
is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and all applicable listing standards. A copy of the policy is filed as Exhibit 11.2
hereto.
69

Item 16K. Cybersecurity
We believe cybersecurity, which is a part of our broader risk management framework is key to the Company achieving its strategic goals and objectives. Based on the nature of our
business and the industry in which we operate, we are faced with a variety of cybersecurity threats including phishing emails, ransomware attacks, malicious attachments, social
engineering attacks and denial of service attacks, among others. Our customers, suppliers, subcontractors and partners face similar cybersecurity threats, and a cybersecurity incident
impacting us or any of these entities could materially adversely affect our operations, performance and results of operations.
Our information security organization has implemented a governance structure and processes to assess, identify, manage and report cybersecurity risks. We also engage third-party service
providers to conduct evaluations of our security controls, including testing both the design and operational effectiveness of security controls. We conduct internal due diligence of all third-
party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards, including strict controls of privileged access granted to
service providers. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.
In the event of an incident, we intend to follow our incident management procedures, which outline the steps to be followed from incident detection to mitigation, recovery and
notification, including notifying functional areas (e.g., legal, compliance and internal audit), as well as senior leadership and the Board, as appropriate.
On a regular basis, the Company analyzes its internet-based services to identify vulnerabilities and assesses the protection and the detection capabilities. The cybersecurity compliance
status of assets is centrally evaluated across the Company’s global sites and business and operational functions. Results are shared within the Company’s relevant business units and across
global functions. The Company implements corrective measures and improvement actions in response to these processes, as appropriate. Data classification and protection tools are in
place, such as the implementation of a specific process and technology aimed at detecting and responding to abnormal data flows.
Cybersecurity risks and threats, including as a result of any previous cybersecurity incidents, have not materially impacted and are not reasonably expected to materially impact us or our
operations to date. However, we recognize the ever-evolving cyber risk landscape and cannot provide any assurances that we will not be subject to a material cybersecurity incident in the
future.
Governance
The Board of Directors and our Audit Committee oversee management’s processes for identifying and mitigating risks, including cybersecurity risks, to help align our risk exposure with
our strategic objectives. Senior leadership have developed a process to regularly brief the Audit Committee and Board of Directors on our cybersecurity and information security policies
and procedures, and the Board of Directors will be apprised of cybersecurity incidents deemed to have a potential material impact on the Company.
The CFO and VP Finance are responsible for managing cybersecurity risks. Both have experience through years of service as leaders in corporate administration including managing IT
systems in their former roles. They oversee the activities of the Company’s outsourced IT firm, which assists with managing our overall information security strategy, policy, cyber threat
detection and response, cyber architecture and processes for the security of our network and intellectual property. Various technologies and techniques are used to monitor and manage
cybersecurity risks. Policies and processes are regularly updated.
70

PART III
Item 17. Financial Statements
The Company’s consolidated financial statements are stated in U.S. dollars and are prepared in accordance with IFRS as issued by the International Accounting Standards Board.
The consolidated financial statements required under Item 17 are attached hereto and found immediately following the text of this Annual Report and are incorporated by reference herein.
The audit report of Marcum LLP, independent registered public accounting firm, is included herein immediately preceding the audited consolidated financial statements.
a.
Audited Financial Statements — for the years ended December 31, 2024, 2023 and 2022 and as of December 31, 2024, 2023 and 2022
Item 18. Financial Statements
The Company has elected to provide financial statements pursuant to Item 17.
Item 19. Exhibits
1.1
Certificate and Articles of Continuance (1)
1.2
Amended and Restated Bylaws (2)
1.3
Articles of Amendment, dated February 24, 2022 (8)
2.0
Description of Securities (6)
4.1
License Agreement with the University of Connecticut, dated April 28, 2003, as amended April 15, 2014 (1)
4.3
Shareholder Rights Plan Agreement between the Company and TMX Equity Transfer Services, Inc.(2)
4.4
Employment Agreement with Suresh Venkatesan, dated June 10, 2015 (3)
4.5
Employment Agreement with Vivek Rajgarhia, dated November 4, 2019 (6)
4.6
Employment Agreement with Thomas Mika, dated November 2, 2016 (4)
4.7
Definitive agreement with San’an Integrated Circuit Co., Ltd dated October 21, 2020 (7)
4.8
Sale and Purchase Agreement for DenseLight Semiconductors PTE, LTD, dated April 27, 2016 (4)
4.9
Sale and Purchase Agreement for BB Photonics Inc. dated May 16, 2016 (4)
4.10
2021 Stock Option Plan (8)
4.11
Form of Option Agreement(1)
4.12
Form of Warrant for Purchase of Common Shares (1)
4.13
Stock Specimen Certificate (1)
4.15
Share Sale Agreement for DenseLight Semiconductors PTE, Ltd dated August 20, 2019 (6)
4.16
Omnibus Incentive Plan (10)
4.18
Underwriting Agreement with Maxim Group LLC (10)
4.20
Form of Warrant Certificate, December 4, 2023 (10)
4.22
Securities Trading Policy (10)
4.23
Equity Distribution Agreement Dated June 29, 2023 (10)
4.24
Equity Distribution Agreement Dated September 1, 2023 (10)
4.27
Warrant indenture with TSX Trust Company, dated February 11, 2021 (7)
4.28
Engagement letter with Cormark Securities Inc, dated January 25, 2021 (7)
4.29
Upsize letter with Cormark Securities Inc, dated January 26, 2021 (7)
4.30
Form of Subscription for Units of Private Placement, dated February 11, 2021 (7)
4.31
Form of Subscription for Units of Private Placement, dated December 2, 2022 (9)
4.32
Form of Warrant Certificate, dated December 2, 2022 (9)
4.33
Securities purchase agreement, December 3, 2024 (11)
4.34
Securities purchase agreement, July 19, 2024 (11)
4.35
Securities purchase agreement, September 25, 2024 (11)
4.36
Equity Transfer agreement, purchase of SPX (11)
4.37
Warrant for purchase of common shares, December 3, 2024 (11)
4.38
Warrant for purchase of common shares, July 19, 2024 (11)
4.39
Form of warrant for purchase of common shares, September 25, 2024 (11)
4.40
Securities purchase agreement, May 3, 2024 (11)
4.41
Termination agreement of JV (11)
71

4.42
Warrant for purchase of common shares, May 3, 2024 (11)
4.43
Form of securities purchase agreement, January 12, 2024 (11)
4.44
Form of warrant certificate, January 12, 2024 (11)
4.45
Form of warrant certificate, May 10, 2024 (11)
4.46
Form of share purchase agreement, May 10, 2024 (11)
4.47
Amended L5 Consulting Agreement (11)
8.1
List of Subsidiaries (10)
11.1
Code of Business Conduct and Ethics (7)
12.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (11)
12.2
Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (11)
13.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (11)
13.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (11)
16.1
Letter to sec (11)
23.1
Consent of Marcum LLP, independent registered accounting firm (11)
23.2
Consent of Davidson & Company LLP, independent registered accounting firm (11)
97.1
POET Technologies Inc. Clawback Policy (10)
101. INS(*)
Inline XBRL Instance Document (11)
101.SCH(*)
Inline XBRL Taxonomy Extension Schema Linkbase Document (11)
101. AL(*)
Inline XBRL Taxonomy Extension Calculation Linkbase Document (11)
101.DEF(*)
Inline XBRL Taxonomy Extension Definition Linkbase Document (11)
101.LAB(*)
Inline XBRL Taxonomy Extension Label Linkbase Document (11)
101.PRE(*)
Inline XBRL Taxonomy Extension Presentation Linkbase Document (11)
104(*)
Cover Page Interactive Data File (embedded within Inline XBRL document) (11)
(1) Filed as an exhibit to the Company’s registration statement under the Securities and Exchange Act on Form 20-F on May 15, 2014 and incorporated herein by reference.
(2) Filed as an exhibit to the Company’s annual Form 20-F on April 13, 2015 and incorporated herein by reference.
(3) Filed as an exhibit to the Company’s annual Form 20-F on March 18, 2016 and incorporated herein by reference.
(4) Filed as an exhibit to the Company’s annual Form 20-F on April 18, 2017 and incorporated herein by reference.
(5) Filed as an exhibit to the Company’s annual Form 20-F on April 30, 2019 and incorporated herein by reference
(6) Filed as an exhibit to the Company’s annual Form 20-F on April 30, 2020 and incorporated herein by reference.
(7) Filed as an exhibit to the Company’s annual Form 20-F on April 9, 2021 and incorporated herein by reference
(8) Filed as an exhibit to the Company’s annual Form 20-F on April 27, 2022 and incorporated herein by reference
(9) Filed as an exhibit to the Company’s annual Form 20-F on March 31, 2023 and incorporated herein by reference
(10) Filed as an exhibit to the Company’s annual Form 20-F on March 24, 2024 and incorporated herein by reference
(11) Filed as an exhibit to this Form 20-F.
(*) In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject
to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
72

SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its
behalf.
POET TECHNOLOGIES INC.
/s/ Suresh Venkatesan
Suresh Venkatesan
Chief Executive Officer
Date: March 31, 2025
73

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
POET Technologies Inc.
Opinion on Internal Control Over Financial Reporting
We have audited POET Technologies Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the “COSO criteria”). In our opinion, because of the effect
of a material weakness described below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as
of December 31, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s consolidated statement of
financial position as of December 31, 2024, and the related consolidated statements of operations and deficit, cash flows, and changes in shareholders’ equity for the year then ended, and
the related notes and our report dated March 31, 2025 expressed an unqualified opinion thereon.
A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and
included in management’s assessment: deficiency in manual controls related to review process over period end closing and reporting.
This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended
December 31, 2024, and this report does not affect our report dated March 31, 2025, on such financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Form 20-F. Our responsibility is to express an opinion on the entity’s internal control over financial reporting based on our audit. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Page 1

Definition and Limitations of Internal Control Over Financial Reporting
An entity’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board. An entity’s internal control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the entity; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting
Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the entity are being made only in accordance with authorizations of
management and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the entity’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada
Chartered Professional Accountants
March 31, 2025
Page 2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Directors of
POET Technologies Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of POET Technologies Inc. (the “Company”), as of December 31, 2024, and the related consolidated
statements of operations and deficit, changes in shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations
and its cash flows for the year ended December 31, 2024 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board.
The financial statements of the Company for the years ended December 31, 2023, 2022 and 2021, were audited by other auditors, whose report dated March 15, 2024, expressed an
unqualified opinion on those statements. We have also audited the adjustments to retrospectively apply the change in accounting policy described in Note 2 and Note 10 to the financial
statements. In our opinion, the retrospective adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the December
31, 2023, 2022 and 2021 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on
the December 31, 2023, 2022 and 2021 financial statements taken as a whole.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial
reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 Framework) (“COSO”) and our report dated March 31, 2025, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial
reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Page 3

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Accounting for the Acquisition of Control of Super Photonics Xiamen Co., Ltd (“SPX”).
As described in Note 5 to the financial statements, during the year, the Company acquired a 24.8% interest in SPX, resulting in 100% ownership of SPX by the Company, for total
consideration of $6.5 million. We considered the acquisition a critical audit matter due to the importance of the transaction to the users of the financial statements in addition to the
significance of management judgment and estimates involved. Significant management judgment and estimates were required to determine the value of consideration paid, the allocation
of the consideration to the fair value of the assets and liabilities acquired, and the determination of whether the transaction constituted an asset acquisition or business combination. There
is significant auditor judgment, subjectivity and effort in performing procedures to evaluate audit evidence relating to the aforementioned matters.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures
included, among others:
●
Reviewed the equity transfer agreement to gain an understanding of the critical terms and conditions of the acquisition.
●
Confirmed and reviewed ownership percentage.
●
Examined and obtained supporting documentation and assess the reasonableness of the assumptions used by management in determining the fair value of assets and liabilities
acquired.
●
Assessed the valuation of the convertible debt issued as consideration.
●
Assessed the basis for the determination that the acquisition was an asset acquisition.
We have served as the Company’s auditor since 2024.
/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada
Chartered Professional Accountants
March 31, 2025
Davidson and Company LLP
1200-609 Granville Street, PO Box 10372
Pacific Centre, Vancouver, BC, Canada V7Y 1G6
PCAOB ID 731
Page 4

Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
POET Technologies Inc.
Opinion on the Financial Statements
We have audited, before the effects of the adjustments to retrospectively apply the change in accounting described in Note 2, the accompanying consolidated balance sheets of POET
Technologies Inc. (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and deficit, comprehensive loss, change in shareholders’ equity
and cash flows for each of the two years in the period ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 2023 and 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board.
We were not engaged to audit, review, or apply any procedures to the adjustment to retrospectively apply the change in accounting described in Note 2 and, accordingly, we do not express
an opinion or any other form of assurance about whether such adjustment is appropriate and have been properly applied. That adjustment was audited by Davidson & Company LLP.
Explanatory Paragraph – Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company
has a incurred significant losses over the past few years and needs to raise additional funds to meet its future obligations and sustain its operations . These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission, Ontario Securities Commission and the PCAOB.
Marcum LLP / CityPlace I / 185 Asylum Street / 25th Floor / Hartford, CT 06103 / Phone 860.760.0600 / marcumllp.com
Page 5

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there
are no critical audit matters.
/s/ Marcum LLP
Marcum LLP
We have served as the Company’s auditor 2009 - 2023, such date takes into account the acquisition of a portion of UHY LLP by Marcum LLP in April 2010.
Hartford, CT
March 15, 2024
PCAOB ID 668
Page 6

POET TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in US Dollars)
December 31,
2024
2023
2022
Assets
Current
Cash and cash equivalents
$
37,143,759
$
3,019,069
$
9,229,845
Short-term investments (Note 2)
16,672,811
-
-
Accounts receivable (Notes 3)
7,257
-
62,842
Prepaids and other current assets (Note 4)
1,658,207
150,676
275,507
55,482,034
3,169,745
9,568,194
Long term deposit (Note 15)
107,890
-
-
Property and equipment (Note 6)
12,757,682
4,623,228
5,070,507
Patents and licenses (Note 7)
606,708
502,055
510,705
Right of use asset (Note 8)
698,135
482,389
241,047
$
69,652,449
$
8,777,417
$
15,390,453
Liabilities
Current
Accounts payable and accrued liabilities (Note 9)
$
5,970,537
$
2,301,457
$
3,362,430
Convertible debt (Note 5)
6,500,000
-
-
Lease liability (Note 8)
115,793
204,939
150,951
Derivative warrant liability (Note 10 and 11(b))
35,750,607
1,002,264
-
Contract liabilities (Note 3)
-
-
274,192
Covid-19 government support loans (Note 23)
-
30,200
29,520
48,336,937
3,538,860
3,817,093
Non-current lease liability (Note 8)
626,625
307,141
128,312
48,963,562
3,846,001
3,945,405
Shareholders’ Equity
Share capital (Note 11(b))
223,742,335
165,705,423
151,206,539
Warrants and compensation options (Note 12)
11,157,738
670,115
5,905,642
Contributed surplus (Note 13)
58,724,750
55,447,961
51,016,808
Accumulated other comprehensive loss
(1,949,088)
(2,601,058)
(2,660,281)
Deficit
(270,986,848)
(214,291,025)
(194,023,660)
20,688,887
4,931,416
11,445,048
$
69,652,449
$
8,777,417
$
15,390,453
Nature of operations (Note 1)
Commitments and contingencies (Note 15)
On behalf of the Board of Directors
/s/ Suresh Venkatesan
/s/ Chris Tsiofas
Director
Director
The accompanying notes are an integral part of these consolidated financial statements.
Page 7

POET TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(Expressed in US Dollars)
For the Years Ended December 31,
2024
2023
2022
Revenue (Note 21)
$
41,427
$
465,777
$
552,748
Operating expenses
Selling, marketing and administration (Note 20)
18,771,421
10,795,155
9,516,271
Research and development (Note 20)
11,334,641
10,077,930
10,746,743
Operating expenses
30,106,062
20,873,085
20,263,014
Operating loss before the following
(30,064,635)
(20,407,308)
(19,710,266)
Loss on acquisition of 24.8% of SPX (Note 5)
(6,852,687)
-
-
Interest expense (Note 8)
(102,673)
(70,182)
(49,738)
Other income, including interest
947,956
234,990
188,320
Forgiveness of Covid-19 government support
loans (Note 23)
7,298
-
-
Gain on contribution of intellectual property to joint venture (Note 5)
-
1,031,807
1,746,987
Share of loss in joint venture (Note 5)
-
(1,031,807)
(3,211,993)
Fair value adjustment to derivative warrant liability (Note 10 and 11(b))
(20,631,082)
(24,865)
-
Net loss
(56,695,823)
(20,267,365)
(21,036,690)
Deficit, beginning of year
(214,291,025)
(194,023,660)
(172,986,970)
Net loss
(56,695,823)
(20,267,365)
(21,036,690)
Deficit, end of year
$
(270,986,848)
$
(214,291,025)
$
(194,023,660)
Basic and diluted net loss per share (Note 14)
$
(0.94)
$
(0.51)
$
(0.57)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in US Dollars)
For the Years Ended December 31,
2024
2023
2022
Net loss
$
(56,695,823)
$
(20,267,365)
$
(21,036,690)
Other comprehensive (loss) - net of income taxes Items that may in the future be reclassified to
profit (loss):
Exchange differences on translating foreign operations
651,970
59,223
(606,364)
Comprehensive loss
$
(56,043,853)
$
(20,208,142)
$
(21,643,054)
The accompanying notes are an integral part of these consolidated financial statements.
Page 8

POET TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Expressed in US Dollars)
For the Years Ended December 31,
2024
2023
2022
Share Capital
Beginning balance
$
165,705,423
$
151,206,539
$
147,729,846
Funds from the exercise of stock options
754,711
668,259
418,845
Fair value of stock options exercised
2,209,196
587,035
374,129
Funds from the exercise of warrants and compensation warrants
3,725,565
7,767,067
284,437
Fair value of warrants and compensation warrants exercised
4,816,224
4,418,783
79,547
Funds from common shares issued through ATM Financing
9,362,235
983,194
-
Funds from common shares issued on public or private offerings
69,211,854
1,607,400
3,184,332
Share issue costs
(878,185)
(578,317)
(247,892)
Common shares issued to settle accounts payable
-
-
40,029
Fair value of warrants issued on public or private offering
(31,164,688)
(954,537)
(656,734)
December 31,
223,742,335
165,705,423
151,206,539
Warrants and compensation options
Beginning balance
670,115
5,905,642
5,328,455
Fair value of warrants and compensation warrants exercised
(1,260,120)
(4,418,783)
(79,547)
Fair value of expired warrants and compensation options
(16,616)
(816,744)
-
Fair value of warrants issued on private placement
11,764,359
-
656,734
December 31,
11,157,738
670,115
5,905,642
Contributed Surplus
Beginning balance
55,447,961
51,016,808
46,954,333
Stock-based compensation
5,469,369
4,201,444
4,436,604
Fair value of stock options exercised
(2,209,196)
(587,035)
(374,129)
Fair value of expired warrants and compensation options
16,616
816,744
-
December 31,
58,724,750
55,447,961
51,016,808
Accumulated Other Comprehensive Loss
Beginning balance
(2,601,058)
(2,660,281)
(2,053,917)
Other comprehensive income (loss) attributable to common  shareholders - translation
adjustment
651,970
59,223
(606,364)
December 31,
(1,949,088)
(2,601,058)
(2,660,281)
Deficit
Beginning balance
(214,291,025)
(194,023,660)
(172,986,970)
Net loss
(56,695,823)
(20,267,365)
(21,036,690)
December 31,
(270,986,848)
(214,291,025)
(194,023,660)
Total Shareholders’ Equity
$
20,688,887
$
4,931,416
$
11,445,048
The accompanying notes are an integral part of these consolidated financial statements.
Page 9

POET TECHNOLOGIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in US Dollars)
For the Years Ended December 31,
2024
2023
2022
CASH AND CASH EQUIVALENTS (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net loss
$
(56,695,823)
$
(20,267,365)
$
(21,036,690)
Adjustments for:
Depreciation of property and equipment (Note 6)
1,713,686
1,653,798
1,054,264
Amortization of patents and licenses (Note 7)
92,344
87,761
80,246
Amortization of right of use asset (Note 8)
214,165
180,602
158,648
Fair value adjustment to derivative warrant liability (Note 10)
20,631,082
24,865
-
Non-cash interest (Notes 8)
90,041
53,614
49,738
Stock-based compensation (Note 13)
5,469,369
4,201,444
4,436,604
Non-cash operating costs
(18,766)
-
40,029
Loss on acquisition of 24.8% of SPX
6,852,687
-
-
Gain on contribution of intellectual property to joint venture (Note 5)
-
(1,031,807)
(1,746,987)
Share of loss in joint venture (Note 5)
-
1,031,807
3,211,993
Forgiveness of covid-19 government support loans (Note 23)
(7,298)
-
-
(21,658,513)
(14,065,281)
(13,752,155)
Net change in non-cash working capital accounts:
Accounts receivable
(7,257)
62,000
(61,099)
Prepaid and other current assets
(1,659,615)
126,936
(356,199)
Accounts payable and accrued liabilities
34,074
(1,256,925)
1,596,690
Contract liabilities
-
(274,192)
246,853
Cash flows from operating activities
(23,291,311)
(15,407,462)
(12,325,910)
INVESTING ACTIVITIES
Maturity (purchase) of short-term investments (Note 2)
(16,672,811)
-
6,366,828
Purchase of property and equipment (Note 6)
(6,781,715)
(1,167,953)
(3,011,562)
Purchase of patents and licenses (Note 7)
(196,997)
(79,111)
(62,475)
Long term deposit (Note 15)
(107,890)
-
-
Cash received on acquisition of remaining portion of SPX (Note 5)
97,833
-
-
Cash flows from investing activities
(23,661,580)
(1,247,064)
3,292,791
FINANCING ACTIVITIES
Issue of common shares for cash, net of issue costs (Note 11)
82,176,180
10,447,603
3,639,722
Payment of lease liability (Note 8)
(255,953)
(252,103)
(204,518)
Repayment of covid-19 government support loans (Note 23)
(21,894)
-
-
Cash flows from financing activities
81,898,333
10,195,500
3,435,204
Effect of exchange rate on cash
(820,752)
248,250
(114,015)
Net change in cash and cash equivalents
34,124,690
(6,210,776)
(5,711,930)
Cash and cash equivalents, beginning of year
3,019,069
9,229,845
14,941,775
Cash and cash equivalents, end of year
$
37,143,759
$
3,019,069
$
9,229,845
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES
Purchase of property and equipment financed through accounts payable
$
3,399,498
$
-
$
-
Cash and cash equivalents consist of cash in current accounts of $26,365,574 (2023 - $1,249,116, 2022 - $1,981,765) and funds invested in US and Canadian cashable term deposits of
$10,778,185 (2023 - $1,769,953, 2022 - $7,248,080) earning interest at 5.4% per annum and maturing in less than one year.
The accompanying notes are an integral part of these consolidated financial statements.
Page 10

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
1. NATURE OF OPERATIONS
POET Technologies Inc. is incorporated in the Province of Ontario. POET Technologies Inc. and its subsidiaries (the “Company”) design and develop the POET Optical
Interposer and Photonic Integrated Circuits for the data center and tele-communications markets. The Company’s common shares are listed on the Nasdaq under the symbol
“POET” and on the TSX Venture Exchange under the symbol “PTK”. The Company’s head office is located at 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario, Canada
M4P 1E2. These audited consolidated financial statements of the Company were approved by the Board of Directors of the Company on March 31, 2025.
These consolidated financial statements have been prepared using IFRS Accounting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be
able to realize its assets, discharge its liabilities and continue in operation for the following twelve months.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
Statement of compliance and basis of presentation
These consolidated financial statements of the Company and its subsidiaries were prepared in accordance with IFRS Accounting Standards, as issued by the International
Accounting Standards Board (“IASB”). These consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair
value through profit or loss, which are stated at their fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting
except for cash flow information.
Basis of consolidation
These consolidated financial statements include the accounts of POET Technologies Inc. and its subsidiaries; ODIS Inc. (“ODIS”), Opel Solar Inc. (“OPEL”), BB Photonics Inc.
(“BB Photonics”), POET Technologies Pte Ltd. (“PTS”), POET Optoelectronics Shenzhen Co., Ltd (“POET Shenzhen”) and Super Photonics Xiamen Co., Ltd (“SPX”).
Subsidiaries are all entities over which the Company has exposure to variable returns from its involvement and has the ability to use power over the investee to affect its returns.
The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company until the date on which control ceases. The accounts of subsidiaries are prepared
for the same reporting period as the parent company, using consistent accounting policies. All intercompany balances and transactions have been eliminated on consolidation.
The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in
applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed below:
Critical accounting judgments and significant estimates and uncertainties
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The acquisition cost is measured at the acquisition date at the fair value of the consideration
transferred, including all contingent consideration.
The determination of whether a corporate entity or set of assets acquired, and liabilities assumed, constitute a business may require the Company to make certain judgements,
considering all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of
providing a return in the form of dividends, lower costs, or economic benefits. SPX was determined to constitute an acquisition of assets (Note 5).
Page 11

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
Determination of functional currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows,
and frequency of transactions within the reporting entity.
Valuation of share-based compensation
The Company uses the Black-Scholes Option Pricing Model for valuation of share-based compensation and derivative warrant liability. Option pricing models require the input of
subjective assumptions including expected price volatility, risk-free interest rate, and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate
and the Company’s earnings and equity reserves.
Income taxes
In assessing the probability of realizing income tax assets, management makes estimates related to expectation of future taxable income, applicable tax opportunities, expected
timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its
assessments, management gives additional weight to positive and negative evidence that can be objectively verified.
Foreign currency translation
These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s presentation currency.
Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity
operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional
currency of an entity are recognized in the statement of operations and deficit.
The following table presents the jurisdiction under which each entity in the group is incorporated and the functional currency of each entity:
Entity
Incorporating Jurisdiction
Functional Currency
POET Technologies Inc
Canada
Canadian dollars
ODIS
United States of America
US dollars
OPEL
United States of America
US dollars
BB Photonics
United States of America
US dollars
PTS
Singapore
Singapore dollar
POET Shenzhen
China
Renminbi
SPX
China
Renminbi
Assets and liabilities of entities with functional currencies other than U.S. dollars are translated into the presentation currency at the year end rates of exchange, and the results of
their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive loss in
shareholders’ equity. Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other
comprehensive loss. Elements of equity are translated at historical rates.
Page 12

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
Financial instruments
Financial assets held with an objective to hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest are measured at
amortised cost using the effective interest method. Debt investments held with an objective to hold both assets in order to collect contractual cash flows which arise on specified
dates that are solely principal and interest as well as selling the asset on the basis of fair value are measured at FVTOCI. All other financial assets are classified and measured at
fair value through profit or loss (“FVTPL”). Financial liabilities are classified as either FVTPL or other financial liabilities, and the portion of the change in fair value that relates
to the Company’s credit risk is presented in other comprehensive income (loss). Instruments classified as FVTPL are measured at fair value with unrealized gains and losses
recognized in net income (loss). Other financial liabilities are subsequently measured at amortised cost using the effective interest method.
Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities, other than financial assets and financial liabilities classified
as FVTPL, are added to or deducted from the fair value on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities
classified as FVTPL are recognized immediately in consolidated net income (loss).
Financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash
flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Any interest in transferred financial assets that is created or retained by
the Company is recognized as a separate asset or liability.
Financial liabilities
A financial liability is derecognized from the statement of financial position when it is extinguished, that is, when the obligation specified in the contract is either discharged,
cancelled or expires. Where there has been an exchange between an existing borrower and lender of debt instruments with substantially different terms, or there has been a
substantial modification of the terms of an existing financial liability, this transaction is accounted for as an extinguishment of the original financial liability and the recognition
of a new financial liability. A gain or loss from extinguishment of the original financial liability is recognized in profit or loss.
The Company’s financial instruments include cash and cash equivalents, short-term investments, accounts receivable, deposit, accounts payable and accrued liabilities,
convertible debt, derivative warrant liability, contract liabilities and Covid-19 government support loans.
Derivative financial instruments
The Company issues warrants exercisable in a currency other than the Company’s functional currency and as a result, the warrants are derivative financial instruments. Derivative
financial instruments are initially recognized at fair value and subsequently measured at fair value with changes in fair value recognized in profit or loss. Transaction costs are
recognized in profit or loss as incurred.
Page 13

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
The following table outlines the classification of financial instruments under IFRS 9:
Financial Assets
Cash and cash equivalents
Amortized cost
Short-term investments
Amortized cost
Accounts receivable
Amortized cost
Deposit
Amortized cost
Financial Liabilities
Accounts payable and accrued liabilities
Amortized cost
Contract liabilities
Amortized cost
Covid-19 government support loans
Amortized cost
Convertible debt
Amortized cost
Derivative warrant liability
Fair value through profit and loss (FVTPL)
Cash and cash equivalents
Cash and cash equivalents include cash on hand, bank deposits, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash.
Short-term investments
The short-term investments of $16,672,811 (2023 - nil, 2022 - nil) consist of guaranteed investment certificates (GICs) held with one Canadian chartered bank and earn interest at
rates ranging from 4.35% to 4.5%, that mature within one year.
Property and equipment
Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following method and useful lives:
Machinery and equipment  
Straight Line, 5 years
Leasehold improvements
Straight Line, term of the lease
Office equipment  
Straight Line, 3 - 5 years
Patents and licenses
Patents and licenses are recorded at cost and amortized on a straight line basis over 12 years. Ongoing maintenance costs are expensed as incurred.
Impairment of long-lived assets
The Company’s tangible and intangible assets are reviewed for indications of impairment whenever events or changes in circumstances indicate that the carrying amounts of the
assets may not be recoverable. An assessment is made at each reporting date whether there is any indication that an asset may be impaired.
An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable amount. Impairment losses are recognized in profit and loss for the year. The
recoverable amount is the greater of the asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not
generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit (“CGU”) to which the asset belongs.
An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment
loss had been recognized. No impairment loss has been reported for the years ended December 31, 2024, 2023 and 2022.
Page 14

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income taxes are provided on differences between the financial reporting
and income tax bases of assets and liabilities and on income tax losses available to be carried forward to future years for tax purposes. Deferred income taxes are measured using
the substantively enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Deferred tax assets are only recognized if the amount is
expected to be realized in the future.
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes
revenue when it transfers control over a product or service to a customer.
Sale of goods
Revenue from the sale of goods is recognized, net of discounts and customer rebates, at the point in time the transfer of control of the related products has taken place as
specified in the sales contract and collectability is reasonably assured.
Service revenue
The Company provides contract services, primarily in the form of non-recurring revenue (“NRE”) where control is passed to the customer over time. The contracts generally
provide agreed upon milestones for customer payment which include but are not limited to the delivery of sample products, design reports and test reports. The customer
makes payment when it has approved the delivery of the milestone. The Company must determine if the contract is made up of a series of independent performance
obligations or a single performance obligation. Where NRE contracts contain multiple performance obligations for which a standalone transaction price can be assessed,
revenue is recognized as each performance obligation is satisfied. Where NRE contracts contain a single performance obligation to be settled over time, revenue is
recognized progressively based on the output method.
Other income
Interest income
Interest income on cash and cash equivalents and short term investments is recognized as earned using the effective interest method.
Government Grants
Loans received exclusively from governmental agencies to support the Company throughout the COVID-19 pandemic qualify to be forgiven if certain conditions are met.
Forgiveness of COVID-19 related loans will be recognized as other income on the consolidated statements of operations and deficit.
Intangible assets
Research and development costs
Research costs are expensed in the year incurred. Development costs are also expensed in the year incurred unless the Company believes a development project meets IFRS
criteria as set out in IAS 38, Intangible Assets, for deferral and amortization. IAS 38 requires all research costs be charged to expense while development costs are capitalised
only after technical and commercial feasibility of the asset for sale or use have been established. This means that the entity must intend and be able to complete the intangible
asset and either use it or sell it and be able to demonstrate how the asset will generate future economic benefits. Development costs are tested for impairment whenever
events or changes indicate that its carrying amount may not be recoverable.
Page 15

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
In-Process Research and Development
Under IFRS, in-process research and development (“IPR&D”) acquired in a business combination that meets the definition of an intangible asset is capitalized with
amortization commencing when the asset is ready for use (i.e., when development is complete). The Company does not capitalize its IPR&D.
Stock-based compensation
Stock options awarded to non employees are measured using the fair value of the goods or services received unless that fair value cannot be estimated reliably, in which case
measurement is based on the fair value of the stock options. Stock options awarded to employees are accounted for using the fair value method. The fair value of such stock
options granted is recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value is calculated using the Black-
Scholes option pricing model with assumptions applicable at the date of grant. When stock options are exercised, the proceeds received, together with any related amount in the
reserves, are credited to share capital. In the event share options are forfeited prior to vesting, the associated fair value recorded to date is reversed.
Valuation of equity units issued in private placements
When the Company issues warrants that are exercisable in the Company’s functional currency, the proceeds from the issue of units is allocated between common shares and
common share purchase warrants on residual values basis as follows: the fair value of the common shares is based on the subscription price of the units issued and the fair value
of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model. The fair value of warrants that expire, is reversed to contributed surplus.
Loss per share
Basic loss per share, net of taxes is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is
calculated by dividing net loss by the weighted average number of common shares outstanding during the period after giving effect to potentially dilutive financial instruments.
The dilutive effect of stock options and warrants is determined using the treasury stock method.
Joint Venture
A joint arrangement is an arrangement among two or more parties where the parties are bound by a contractual arrangement and the contractual arrangement gives the parties
joint control of the arrangement. A joint venture is a form of joint arrangement where an entity is independently formed and the parties jointly have rights to the net assets of the
arrangement and therefore account for their interests under the equity method. Prior to December 31, 2024, the Company had a joint venture in China and used the equity method
to account for its share of the joint venture’s operations. On December 31, 2024, the Company acquired the other joint venturer’s interest in the joint venture (Note 5).
Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of
an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right
to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.
The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-
use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Page 16

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION (Continued)
A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or,
if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease
payments included in the measurement of the lease liability comprise of fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.
The Company has elected not to recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments
associated with these leases are charged directly to income on a straight-line basis over the lease term.
Adoption of new accounting policy:
Presentation of Financial Statements (Amendments to IAS 1)
The Company adopted the amendments to IAS 1 Presentation of Financial Statements regarding the classification of liabilities as current or non-current based on contractual
rights that are in existence at the end of the reporting period. A liability not due over the next twelve months is classified as non-current even if management intends or expects to
settle the liability within twelve months. The amendment also introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer of cash, equity instruments,
other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions with which an entity must comply within twelve months after
the reporting period affect the classification of a liability. Covenants to be compiled with after the reporting date do not affect the classification of debt as current or non-current at
the reporting date. The amendments are effective for annual reporting periods beginning on or after January 1, 2024.
As disclosed in Note 10, the Company recognized a derivative warrant liability that is exercisable in a currency different from the functional currency of the entity issuing the
warrants. Accordingly the variability in potential future cashflows resulted in a derivative warrant liability. The adoption of the amendments to IAS 1 resulted in a change to the
presentation of the Company’s warrant derivative liability from non-current to current in nature due to the required retrospective application of this newly adopted standard. There
was no effect to operating loss, net loss, or loss per share, or cumulative effect to retained earnings as a result of this change.
Future standards not yet adopted
IFRS 18 Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) which replaces IAS 1 Presentation of Financial Statements. This
standard aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in
particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS
18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply
IFRS 18 before that date. The Company is currently assessing the impact the new standard will have on its consolidated financial statements.
Page 17

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
3. ACCOUNTS RECEIVABLE AND CONTRACT LIABILITIES
Revenue Contract Balances 
Contract
Receivables
Liabilities
Opening balance, January 1, 2022
$
-
$
-
Customer deposits
-
(779,870)
Changes due to payment, fulfillment of performance obligations or
revenues recognized
62,842
489,906
Effect of changes in foreign exchange rates
-
15,772
Opening balance, December 31, 2022
62,842
(274,192)
Changes due to payment, fulfillment of performance obligations or   revenues recognized
(62,842)
271,069
Effect of changes in foreign exchange rates
-
3,123
Balance, December 31, 2023
-
-
Changes due to payment, fulfillment of performance obligations or  revenues recognized
7,257
-
Balance, December 31, 2024
$
7,257
$
-
4. PREPAIDS AND OTHER CURRENT ASSETS
The following table reflects the details of prepaids and other current assets at December 31:
2024
2023
2022
Sales tax recoverable and other current assets
$
1,399,955
$
57,200
$
128,321
Prepaid expenses 
258,252
93,476
147,186
$
1,658,207
$
150,676
$
275,507
5. JOINT VENTURE
On October 20, 2020, the Company signed a Joint Venture Agreement (“JVA”) establishing a joint venture, Super Photonics Xiamen Co., Ltd (“SPX”) in Xiamen China, with
Xiamen Sanan Integrated Circuit Co. Ltd. (“Sanan IC”) whose purpose is to design, develop, manufacture and sell 100G, 200G and 400G optical engines based on POET’s
proprietary Optical Interposer platform technology. SPX was registered on March 12, 2021. SPX was subsequently capitalized through a combination of committed cash, capital
equipment and intellectual property from Sanan IC and intellectual property and know-how from the Company. SPX was determined to be a joint venture as both Sanan IC and
POET exercise joint control over SPX. All relevant activity of SPX required unanimous consent.
The Company’s contribution of intellectual property to SPX was independently valued at $22,500,000 at the time of its contribution. During the year ended December 31, 2024,
the Company recognized a gain of nil (2023 - $1,031,807, 2022 - $1,746,987) related to its contribution of intellectual property to SPX in accordance with IAS 28. The Company
only recognized a gain on the contribution of the intellectual property equivalent to Sanan IC’s interest in SPX, the unrecognized gain of $17,133,706 (2023 - $17,133,706, 2022 -
$18,159,632) was applied against the investment and periodically realized as the Company’s ownership interest in SPX was reduced. At December 31, 2024, Sanan IC’s and the
Company’s ownership interests were approximately 0% and 100% respectively (2023 - 23.9% and 76.1%, 2022 - 19.3% and 80.7%).
The Company recognized its share of SPX’s profits or losses using the equity method. On a weighted average basis, the Company’s share of the net operating loss was 75.2% or
$(2,942,820), however the Company recognized nil of the net operating loss of SPX for the year ended December 31, 2024 (2023 - 78.9% or ($1,031,807), 2022 - 83.7% or
$(3,211,993)).
Page 18

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
5. JOINT VENTURE (Continued)
The Company’s investment in joint venture during the year can be summarized as follows:
Investment balance, December 31, 2021
$
1,445,251
Recognized gain on contribution of intellectual property
1,746,987
Share of loss in joint venture for the year ended December 31, 2022
(3,211,993)
Effect of changes in foreign exchange rates
19,755
Investment balance, December 31, 2022
-
Recognized gain on contribution of intellectual property
1,031,807
Share of loss in joint venture for the year ended December 31, 2023
(1,031,807)
Investment balance, December 31, 2023 and 2024
$
-
On December 31, 2024, the Company acquired Sanan IC’s 24.8% interest in SPX in exchange for a convertible debt of $6,500,000. The acquisition cost will be paid over a period
of five (5) years. The unpaid balances are interest free and will be settled based on the following schedule:
October 31, 2025
$
700,000
October 31, 2026
$
1,000,000
October 31, 2027
$
1,300,000
October 31, 2028
$
1,600,000
October 31, 2029
$
1,900,000
At any time before the convertible debt is fully settled, Sanan IC has the right to convert any remaining unpaid amounts due into shares of common stock of the Company. The
conversion shall be executed at a conversion price equal to the greater of: (a) the volume weighted average closing (“VWAP”) price of the common stock of the Company as
reported by the NASDAQ Capital Market for thirty (30) days prior to the conversion date, or (b) the closing price of the common stock of the Company as reported by the
NASDAQ Capital Market the day prior to the conversion date.
The acquisition of Sanan IC’s 24.8% interest in SPX, under which the Company obtains full control over SPX, was determined to be an asset acquisition because SPX did not
meet the threshold of a business as defined by IFRS 3.
The Company determined that the convertible debt represents a hybrid financial instrument that contains 1) a host debt principal component , 2) a market price conversion feature
that is a non-derivative with a value of nil that is not separable from the host debt and, 3) the VWAP conversion option that is a derivative with a nil value. As Sanan IC can
exercise the conversion option at any time, the convertible debt is classified as current liability.
The assessment of the purchase price allocation on the date of purchase has been determined as follows:
Fair value consideration paid
Convertible debt to be paid over five years
$
6,500,000
Recognized amounts of identifiable net assets:
Cash
$
97,833
Other non-current assets
237,216
Accounts payable
(388,470)
Payables to the Company
(299,266)
Net assets (liabilities) acquired
$
(352,687)
Loss on acquisition
$
6,852,687
$
6,500,000
Page 19

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
5. JOINT VENTURE (Continued)
Summarized financial information of the joint venture is as follows:
December 31,
2024
2023
2022
Current assets
$
-
$
1,758,587
$
1,951,654
Intangible assets
-
16,155,786
18,708,065
Liabilities
-
(149,306)
(180,897)
Owners Equity
-
(17,765,067)
(20,478,822)
Net loss
$
3,913,325
$
3,830,962
$
4,319,857
The following table discloses the amount of transactions the Company conducted with SPX prior to being acquired:
Sales
Purchases
Loans
Recoverables
PTZ
$
-
$
-
$
-
$
300,685
PTS
-
178,320
-
-
Subsequent to the acquisition, the Company suspended operations at SPX and initiated a plan to wind-up its operations.
6. PROPERTY AND EQUIPMENT
Equipment not
ready for use
Leasehold
improvements
Machinery and
equipment
Office
equipment
Total
Cost
Balance, January 1, 2022
$
-
$
117,115
$
4,830,020
$
183,269
$
5,130,404
Additions, net of returns
1,902,713
-
1,087,414
21,435
3,011,562
Reclassification
(141,702)
-
162,917
(21,215)
-
Effect of changes in foreign exchange rates
54,898
6,544
11,270
(5,587)
67,125
Balance, December 31, 2022
1,815,909
123,659
6,091,621
177,902
8,209,091
Additions, net of returns
206,018
-
949,551
12,384
1,167,953
Reclassification
(2,013,090)
-
2,013,090
-
-
Effect of changes in foreign exchange rates
(8,837)
597
41,246
5,560
38,566
Balance, December 31, 2023
-
124,256
9,095,508
195,846
9,415,610
Additions
8,893,033
613,192
668,857
6,131
10,181,213
Reclassification
-
-
-
-
-
Disposals
-
-
(17,221)
-
(17,221)
Effect of changes in foreign exchange rates
(182,884)
(7,925)
(109,759)
(2,904)
(303,472)
Balance, December 31, 2024
8,710,149
729,523
9,637,385
199,073
19,276,130
Accumulated Depreciation
Balance, January 1, 2022
-
29,526
1,930,726
105,918
2,066,170
Depreciation for the year
-
24,079
1,000,085
30,100
1,054,264
Effect of changes in foreign exchange rates
-
2,529
27,727
(12,106)
18,150
Balance, December 31, 2022
-
56,134
2,958,538
123,912
3,138,584
Depreciation for the year
-
24,684
1,600,981
28,133
1,653,798
Effect of changes in foreign exchange rates
-
-
-
-
-
Balance, December 31, 2023
-
80,818
4,559,519
152,045
4,792,382
Depreciation for the year
-
24,802
1,664,712
24,172
1,713,686
Disposals
-
-
12,380
-
12,380
Balance, December 31, 2024
-
105,620
6,236,611
176,217
6,518,448
Page 20

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
6. PROPERTY AND EQUIPMENT (Continued)
Carrying Amounts
At December 31, 2022
$
1,815,909
$
67,525
$
3,133,083
$
53,990
$
5,070,507
At December 31, 2023
$
-
$
43,438
$
4,535,989
$
43,801
$
4,623,228
At December 31, 2024
$
8,710,149
$
623,903
$
3,400,774
$
22,856
$
12,757,682
7. PATENTS AND LICENSES
Cost
Balance, January 1, 2022
$
996,461
Additions
62,475
Balance, December 31, 2022
1,058,936
Additions
79,111
Balance, December 31, 2023
1,138,047
Additions
196,997
Balance, December 31, 2024
1,335,044
Accumulated Amortization
Balance, January 1, 2022
467,985
Amortization
80,246
Balance, December 31, 2022
548,231
Amortization
87,761
Balance, December 31, 2023
635,992
Amortization
92,344
Balance, December 31, 2024
728,336
Carrying Amounts
At December 31, 2022
$
510,705
At December 31, 2023
$
502,055
At December 31, 2024
$
606,708
8. RIGHT OF USE ASSET AND LEASE LIABILITY
The Company recognizes a lease liability and right of use asset relating to its commercial leases. The lease liability is measured at the present value of the remaining lease
payments, discounted using the Company’s incremental borrowing rate, ranging from 12% - 16%.
Right of use asset
Building
Cost
Balance, January 1, 2022
$
649,110
Lease modification
81,542
Balance, December 31, 2022
730,652
Additions
420,806
Balance, December 31, 2023
1,151,458
Addition
603,725
Lease modification
(439,568)
Effect of changes in foreign exchange rates
(7,749)
Balance, December 31, 2024
1,307,866
Page 21

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
8. RIGHT OF USE ASSET AND LEASE LIABILITY (Continued)
Accumulated Amortization
Balance, January 1, 2022
322,220
Amortization
158,648
Effect of changes in foreign exchange rates
8,737
Balance, December 31, 2022
489,605
Amortization
180,602
Effect of changes in foreign exchange rates
(1,138)
Balance, December 31, 2023
669,069
Amortization
214,165
Lease modification
(273,503)
Balance, December 31, 2024
609,731
Carrying Amounts
At December 31, 2022
$
241,047
At December 31, 2023
$
482,389
At December 31, 2024
$
698,135
Lease liability
Balance, January 1, 2022
$
359,348
Interest expense
49,738
Lease modification
81,542
Lease payments
(204,518)
Effect of changes in foreign exchange rates
(6,847)
Balance, December 31, 2022
279,263
Interest expense
53,614
Additions
424,021
Lease payments
(252,103)
Effect of changes in foreign exchange rates
7,285
Balance, December 31, 2023
512,080
Interest expense (1)
90,041
Lease modification
(183,251)
Additions
589,063
Lease payments
(255,953)
Effect of changes in foreign exchange rates
(9,562)
Balance, December 31, 2024
$
742,418
Less current portion
$
115,793
Long term portion
$
626,625
(1) In addition to the non-cash interest of $90,041, the Company also incurred interest of $12,632 related to its financed insurance costs.
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at December 31 was as follows:
2024
2023
2022
Trade payables
$
5,269,426
$
1,370,658
$
2,723,531
Payroll related liabilities
368,289
563,588
452,751
Accrued liabilities
332,822
367,211
186,148
$
5,970,537
$
2,301,457
$
3,362,430
Page 22

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
10. DERIVATIVE WARRANT LIABILITY
December 4, 2023
On December 4, 2023, the Company raised gross proceeds of $1,607,400 from the issuance of 1,786,000 units through an underwritten public offering in the United States (the
“Offering”). The Offering consisted of 1,786,000 common shares of the Company and warrants to purchase up to 1,786,000 warrants. The warrants are exercisable into common
shares of the Company at a price of $1.12 until December 4, 2028.
The fair value of the share purchase warrants was estimated on the date of issuance using the Black Scholes option pricing model with the following weighted average
assumptions: dividend yield of 0%, risk free interest rate of 3.54%, volatility of 75.66%, and estimated life of 5 years. The estimated fair value assigned to the warrants and
recognized as a derivative liability on the date of issuance was $954,537.
July 19, 2024
On July 19, 2024, the Company raised gross proceeds of CA$13,700,003 ($10,000,000) from the issuance of 3,333,334 units through a non brokered private placement financing.
The financing consisted 3,333,334 common shares of the Company and warrants to purchase up to 3,333,334 common shares for a period of five (5) years from the date of
closing at a price of $4.00 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 3.35%, volatility of 85.93%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $6,430,362.
September 25, 2024
On September 25, 2024, the Company raised gross proceeds of CA$20,400,000 ($15,000,000) from the issuance of 4,000,000 units through a non brokered private placement
financing at a price CA$5.10 ($3.75). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 2,000,000 common
shares for a period of five (5) years from the date of closing at a price of $5.09 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 2.79%, volatility of 87.63%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $4,842,347.
December 3, 2024
On December 3, 2024, the Company raised gross proceeds of CA$35,000,003 ($25,000,002) from the issuance of 5,555,556 units through a non brokered private placement
financing at a price CA$6.29 ($4.50). Each unit consisted of one common share of the Company and one-half common share purchase warrant to purchase up to 2,777,778
common shares for a period of five (5) years from the date of closing at a price of $6.00 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 2.91%, volatility of 88.05%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $8,127,620.
Because the functional currency of the entity issuing the warrant is Canadian dollars but the warrants are exercisable in United States dollars, the Company may receive a variable
amount in Canadian dollars when the warrants are exercised as the foreign exchange may vary over the warrant exercise period. The variability in potential future cashflows
resulted in a derivative warrant liability which will be periodically remeasured with any gains or losses charged to the consolidated statements of operations and deficit.
During fiscal 2024, 1,598,200 warrants were exercised. The remaining warrants and corresponding derivative liability was remeasured on December 31, 2024. The cumulative
impact of the remeasurement resulted in a loss of $20,631,082 (2023 - $24,865, 2022 - nil).
Page 23

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
10. DERIVATIVE WARRANT LIABILITY (continued)
The following table presents the details of the derivative warrant liability:
December 31,
December 31,
2024
2023
Stock price ($CA)
$
8.39
$
1.25
Exercise price ($CA) range
$
1.52 - $8.39
$
1.52
Expected life in years
3.93 - 4.93
5.00
Volatility
88.05%
75.66%
Dividend yield
0%
0%
Risk free interest rate
2.93%
3.54%
Fair value of derivative warrant liability
$
35,750,607
$
1,002,264
Number of warrants
8,298,912
1,786,000
11. SHARE CAPITAL
(a)
AUTHORIZED
Unlimited number of common shares
One special voting share
(b)
COMMON SHARES ISSUED
Number of
Shares
Amount
Balance, January 1, 2022
36,494,228
$
147,729,846
Funds from common shares issued on private placement
1,126,635
3,184,332
Fair value of warrants issued on private placement
-
(656,734)
Share issue costs
-
(247,892)
Shares issued to settle accounts payable
5,422
40,029
Funds from the exercise of stock options
143,437
418,845
Fair value of stock options exercised
-
374,129
Funds from the exercise of warrants and compensation warrants
72,500
284,437
Fair value of warrants and compensation warrants exercised
-
79,547
Adjustment for 10 for 1 share consolidation
(272)
-
Balance, December 31, 2022
37,841,950
151,206,539
Funds from common shares issued through ATM financing
227,673
983,194
Funds from common shares issued on private placement
1,786,000
1,607,400
Fair value of warrants issued on private placement
-
(954,537)
Share issue costs
-
(578,317)
Funds from the exercise of stock options
268,356
668,259
Fair value of stock options exercised
-
587,035
Funds from the exercise of warrants and compensation warrants
2,364,066
7,767,067
Fair value of warrants and compensation warrants exercised
-
4,418,783
Balance, December 31, 2023
42,488,045
165,705,423
Funds from common shares issued through ATM financing
5,449,723
9,362,235
Funds from common shares issued on private placement
24,693,643
69,211,854
Fair value of warrants issued on private placement
-
(31,164,688)
Share issue costs
-
(878,185)
Funds from the exercise of stock options
597,151
754,711
Fair value of stock options exercised
-
2,209,196
Funds from the exercise of warrants and compensation warrants
3,278,595
3,725,565
Fair value of warrants and compensation warrants exercised
-
4,816,224
Balance, December 31, 2024
76,507,157
$
223,742,335
Page 24

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
11. SHARE CAPITAL (Continued)
2022
In 2020, the Company engaged with a firm to assist with its shareholder communications strategy. The terms of the agreement require the Company to issue common shares at
certain pre-determined dates in satisfaction of past services rendered. During the year ended December 31, 2022, the Company settled $40,029 in accounts payable related to
services rendered in 2022 under this agreement by issuing 5,422 common shares at a price of $7.38 (CAD$9.38) per share to the firm.
On December 2, 2022, the Company completed a non-brokered private placement offering of 1,126,635 units at a price of $2.78 (CAD$3.81) per unit for gross proceeds of
$3,184,332 (CAD$4,292,479). Each unit consists of one common share and one half common share purchase warrant. Each whole warrant entitles the holder to purchase one
common share of the Company at a price of $3.61 (CAD$4.95) per share until December 2, 2025. The Company paid finders’ fees aggregating to $42,090 (CAD$57,897) to four
firms. The Company paid other share issue costs of $205,802 related to this private placement offering.
One director subscribed for 10,000 units of this private placement offering for gross proceeds of $27,800 (CAD$38,100).
The fair value of the share purchase warrants and broker warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:
dividend yield of 0%, risk-free interest rate of 3.48%, volatility of 69.93%, and estimated life of 3 years. The estimated fair value assigned to the warrants was $656,734.
2023
During the year ended December 31, 2023, the Company raised gross proceeds of $983,194 from the issuance of 227,673 common shares through an Equity Distribution
Agreement, (“EDA”) with multiple agents. Pursuant to the EDA, the Company established an at-the-market (“ATM”) equity offering program whereby the Company may, at its
discretion, during the term of the ATM agreement issue and sell, through the agents such number of common shares of the Company as would result in aggregate gross proceeds
to the Company of up to $30,000,000. The agents were paid a commission of 3% or $29,486 of the gross proceeds raised through the ATM. The Company incurred additional
financing costs including legal and filing fees of $291,226.
On December 4, 2023, the Company raised gross proceeds of $1,607,400 from the issuance of 1,786,000 units through an underwritten public offering in the United States. The
Offering consisted of 1,600,000 common shares of the Company and warrants to purchase up to 1,600,000 common shares of the Company at a combined public offering price of
$0.90 per common share and accompanying warrant. Each warrant has an exercise price of $1.12 per common share and is exercisable for five years from the date of issuance. In
addition, the Company granted the underwriter a 45 day option to purchase up to an additional 240,000 common shares and/or warrants to purchase up to an additional 240,000
common shares at the public offering price in any combination, less underwriting discounts and commissions, which the underwriter has partially exercised to purchase 186,000
additional common shares and additional warrants to purchase up to 186,000 common shares. The agents were paid a commission of 7% or $112,518 of the gross proceeds raised.
The Company incurred additional financing costs including legal and filing fees of $145,089.
The fair value of the share purchase warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk-free interest rate of 3.54%, volatility of 75.66%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $954,537 (Note 10).
Page 25

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
11. SHARE CAPITAL (Continued)
2024
January 24, 2024
On January 24, 2024, the Company raised gross proceeds of CA$6,219,667 ($4,613,312) from the issuance of 5,098,088 units through a private placement financing facility at an
offering price CA$1.22 ($0.90). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 5,098,088 common shares
for a period of five (5) years from the date of closing at a price of CA$1.52 ($1.12) per share.
Directors, management and employees acquired 459,522 units of the Offering for gross proceeds of CA$560,617 ($415,272).
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 3.5%, volatility of 78.35%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $2,815,861.
May 3, 2024
On May 3, 2024, the Company raised gross proceeds of CA$10,000,000 ($7,299,270) from the issuance of 3,258,390 units through a non brokered private placement financing
offering at a price CA$3.069 ($2.24). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,258,390 common
shares for a period of five (5) years from the date of closing at a price of CA$4.26 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 3.67%, volatility of 83%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $4,513,393.
May 10, 2024
On May 10, 2024, the Company raised gross proceeds of CA$10,000,000 ($7,299,270) from the issuance of 3,448,275 units through a non brokered private placement financing
at a price CA$2.90 ($2.12). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,448,275 common shares for a
period of five (5) years from the date of closing at a price of CA$4.26 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 3.67%, volatility of 83%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $4,435,105.
Page 26

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
11. SHARE CAPITAL (Continued)
July 19, 2024
On July 19, 2024, the Company raised gross proceeds of CA$13,700,003 ($10,000,000) from the issuance of 3,333,334 units through a non brokered private placement financing
at a price CA$4.09 ($3.00). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,333,334 common shares for a
period of five (5) years from the date of closing at a price of CA$5.45 ($4.00) per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 3.35%, volatility of 85.93%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $6,430,362.
September 25, 2024
On September 25, 2024, the Company raised gross proceeds of CA$20,400,000 ($15,000,000) from the issuance of 4,000,000 units through a non brokered private placement
financing at a price CA$5.10 ($3.75). Each unit consisted of one common share of the Company and one-half common share purchase warrant to purchase up to 2,000,000
common shares for a period of five (5) years from the date of closing at a price of CA$6.78 ($5.00) per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 2.79%, volatility of 87.63%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $4,842,347.
December 3, 2024
On December 3, 2024, the Company raised gross proceeds of CA$35,000,003 ($25,000,002) from the issuance of 5,555,556 units through a non brokered private placement
financing at a price CA$6.29 ($4.50). Each unit consisted of one common share of the Company and one-half common share purchase warrant to purchase up to 2,777,778
common shares for a period of five (5) years from the date of closing at a price of $6.00 per share.
The fair value of the share purchase warrants was estimated using the Black Scholes option pricing model with the following weighted average assumptions: dividend yield of
0%, risk free interest rate of 2.91%, volatility of 88.05%, and estimated life of 5 years. The estimated fair value assigned to the warrants was $8,127,620.
The Company incurred other share issuance costs of $597,318 related to these financings.
ATM Financing
During the year ended December 31, 2024, the Company raised gross proceeds of $9,362,235 from the issuance of 5,449,723 common shares at an average price of $1.72 per
common share through the EDA. The Agent was paid a commission of 3% or $280,867 on the gross proceeds raised from the ATM.
Page 27

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
12. WARRANTS AND COMPENSATION OPTIONS
The following table reflects the continuity of warrants and compensation options:
Historical
Average Exercise
Number of
Warrants/
Compensation
Historical
Price
options
Fair value
Balance, January 1, 2022
$
7.10
3,021,353
$
5,328,455
Fair value of warrant issued on private placement
1.17
563,318
656,734
Historical fair value assigned to warrants exercised
3.90
(72,500)
(79,547)
Balance, December 31, 2022
6.15
3,512,171
5,905,642
Historical fair value assigned to warrants exercised
3.27
(2,364,066)
(4,418,783)
Fair value of expired warrants
4.50
(584,787)
(816,744)
Fair value of warrant issued on public offering
-
1,786,000
-
Balance, December 31, 2023
1.77
2,349,318
670,115
Historical fair value assigned to warrants exercised
0.74
(1,680,395)
(1,260,170)
Fair value of expired warrants
1.17
(14,250)
(16,616)
Fair value of warrants issued on private placements
1.00
11,804,753
11,764,359
Other warrants issued on private placements (1)
-
8,111,112
-
Other warrants exercised (1)
-
(1,598,200)
-
Balance, December 31, 2024
$
1.05
18,972,338
$
11,157,688
(1) The fair value of these warrants is included in derivative warrant liability. (Note 10)
13. STOCK OPTIONS AND CONTRIBUTED SURPLUS
Stock Options
On June 21, 2024, shareholders of the Company approved the amendment to the Company’s fixed 20% omnibus equity incentive plan (the “Omnibus Plan”). The Omnibus Plan
provides flexibility to the Company to grant different forms of equity based incentive awards to directors, officers, employees and consultants. The Omnibus plan provides the
Company with the choice of granting stock options (“Options”), share units (“Share Units”) and deferred share units (“DSUs”). The Omnibus Plan provides that the maximum
number of common shares issuable pursuant to awards granted under the Omnibus Plan and pursuant to other previously granted awards is limited to 12,218,458 (the “Number
Reserved”). Any subsequent increase in the Number Reserved must be approved by shareholders of the Company and cannot, at the time of the increase, exceed 20% of the
number of issued and outstanding shares. Awards vest in accordance with the policies determined by the Board of Directors from time to time consistent with the provisions of
the Omnibus Plan which grants discretion to the Board of Directors.
Page 28

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
13. STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)
Stock option transactions and the number of stock options outstanding were as follows:
Historical
Weighted Average
Number of
Exercise
Options
Price
Balance, January 1, 2022
4,959,617
$
4.40
Expired/cancelled
(117,438)
6.02
Exercised
(143,437)
2.85
Granted
2,043,083
3.32
Balance, December 31, 2022
6,741,825
4.10
Expired/cancelled
(182,750)
4.66
Exercised
(268,356)
2.49
Granted
1,002,170
4.11
Balance, December 31, 2023
7,292,889
3.92
Expired/cancelled
(184,996)
5.33
Exercised
(597,151)
1.28
Granted
3,051,482
2.12
Modified options (1)
(7,153,358)
3.92
Repriced options (1)
7,153,358
1.29
Balance, December 31, 2024
9,562,224
$
1.47
(1) During the year ended December 31, 2024, the Company amended 7,153,358 stock options granted to directors, officers, employees and consultants. The amended stock options were
initially granted at prices ranging from CA$2.60 to CA$11.90. The amended stock options were repriced to CA$1.75.
During the year ended December 31, 2024, the Company recorded stock-based compensation of $5,469,369 (2023 - $4,201,444, 2022 - $4,436,604) relating to stock options that
vested during the year.
The stock options granted and re-priced were valued using the Black-Scholes option pricing model using the following assumptions:
Re-priced stock options
2024
2024
2023
2022
Weighted average exercise price
$
1.29
$
2.12
$
4.11
$
3.32
Weighted average risk-free interest rate
3.47%
2.99% - 3.55%
2.88% - 3.48%
1.80% - 3.48%
Weighted average dividend yield
0%
0%
0%
0%
Weighted average volatility
83.70%
85.73% - 86.97%
82.17% - 82.45%
83.51%
Weighted average estimated life
6.4 years
10 years
10 years
10 years
Weighted average share price
$
1.29
$
2.12
$
4.11
$
3.32
Share price on the various grant dates:
$
1.29
$
4.05 - $4.63
$
4.05 - $4.63
$2.72 - $6.71
Weighted average fair value
$
0.96
$
3.42
$
3.42
$
2.70
Page 29

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
13. STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)
The underlying expected volatility was determined by reference to the Company’s historical share price movements, its dividend policy and dividend yield and past experience
relating to the expected life of granted stock options.
The weighted average remaining contractual life and weighted average exercise price of options outstanding and of options exercisable as at December 31, 2024 are as follows:
Options Outstanding
Options Exercisable
Historical
Weighted Average
Weighted Average
Remaining
Historical
Weighted Average
Exercise
Number
Exercise
Contractual
Number
Exercise
Range
Outstanding
Price
Life (years)
Exercisable
Price
$0.76 - $1.22
6,510,742
$
1.22
5.94
2,471,484
$
1.22
$1.23 - $3.04
2,582,659
$
1.68
9.39
208,245
$
1.72
$3.05 - $5.00
468,823
$
3.92
9.87
-
$
-
9,562,224
$
1.47
7.07
2,679,729
$
1.26
14. LOSS PER SHARE
2024
2023
2022
Numerator Net loss
$
(56,695,823)
$
(20,267,365)
$
(21,036,690)
Denominator
Weighted average number of common shares outstanding
60,246,653
40,099,752
36,739,857
Weighted average number of common shares outstanding - diluted
60,246,653
40,099,752
36,739,857
Basic and diluted loss per share
$
(0.94)
$
(0.51)
$
(0.57)
The effect of common share purchase options, warrants, compensation warrants and shares to be issued on the net loss in 2024, 2023 and 2022 is not reflected as they are anti-
dilutive.
15. COMMITMENTS AND CONTINGENCIES
The Company has operating leases on four facilities; head office located in Toronto, Canada, design and testing operations located in Allentown, Pennsylvania (formerly in San
Jose, California) and operating facilities located in Singapore and China. The lease on the Company’s design and testing operations was initiated on April 1, 2021 and expires on
March 31, 2025. The lease on the Company’s operating facilities in Singapore terminated on May 31, 2023. The lease was renewed on June 1, 2023 and expires on March 31,
2027. The Company subsequently amended the termination of this lease to March 31, 2025. The Company has expanded its operating facilities in Singapore, as a result it entered
into a new lease arrangement on October 1, 2024, expiring March 31, 2030. A security deposit in the amount of $107,890 was placed with the landlord. The lease on the
Company’s operating facilities in China was initiated in November 19, 2021 and expired on November 18, 2023. The lease on the operating facility in China was renewed for
another three year term, expiring on November 18, 2026. As of December 31, 2024, the Company’s head office was on a month to month lease term.
Page 30

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
15. COMMITMENTS AND CONTINGENCIES (continued)
Remaining annual lease payments to the lease expiration dates are as follows:
2025
$
256,434
2026 and beyond
834,207
$
1,090,641
16. RELATED PARTY TRANSACTIONS
Compensation to key management personnel were as follows:
2024
2023
2022
Salaries
$
2,435,726
$
2,245,853
$
2,244,111
Share-based payments (1)
3,021,067
2,411,669
1,997,891
Total
$
5,456,793
$
4,657,522
$
4,242,002
(1) Share-based payments are the fair value of options granted to key management personnel and expensed during the various years as calculated using the Black-Scholes model.
All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amounts, which are the amounts of consideration
established and agreed to by the related parties.
17. SEGMENT INFORMATION
The Company and its subsidiaries operate in a single segment; the design, manufacture and sale of semiconductor products and services for commercial applications. The
Company’s operating and reporting segment reflects the management reporting structure of the organization and the manner in which the chief operating decision maker regularly
assesses information for decision making purposes, including the allocation of resources. A summary of the Company’s operations is below:
OPEL, ODIS, POET Shenzhen, SPX and PTS
OPEL, ODIS, POET Shenzhen, SPX and PTS are the designers and developers of the POET Optical Interposer platform and optical engines based on the POET Optical
Interposer platform.
BB Photonics
BB Photonics developed photonic integrated components for the datacom and telecom markets utilizing embedded dielectric technology that enabled the partial integration of
active and passive devices into photonic integrated circuits. BB Photonics’ operation is currently dormant.
On a consolidated basis, the Company operates geographically in Singapore, China (collectively “Asia”), the United States and Canada. Geographical information is as follows:
2024
As of December 31,
Asia
US
Canada
Consolidated
Current assets
$
1,325,632
$
341,240
$
53,815,162
$
55,482,034
Long-term deposit
107,890
-
-
107,890
Property and equipment
12,256,402
501,280
-
12,757,682
Patents and licenses
-
606,708
-
606,708
Right of use asset
677,553
20,582
-
698,135
Total Assets
$
14,367,477
$
1,469,810
$
53,815,162
$
69,652,449
Page 31

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
17. SEGMENT INFORMATION (Continued)
Year Ended December 31,
Asia
US
Canada
Consolidated
Revenue
$
41,427
$
-
$
-
$
41,427
Selling, marketing and administration
(3,329,834)
(6,615,379)
(8,826,208)
(18,771,421)
Research and development
(7,536,414)
(3,618,983)
(179,244)
(11,334,641)
Loss on the acquisition of the remaining interest of SPX
-
-
(6,852,687)
(6,852,687)
Interest expense
(74,644)
(28,029)
-
(102,673)
Loss on fair value of derivative warrant liability
-
-
(20,631,082)
(20,631,082)
Other income, including interest
5,873
-
942,083
947,956
Forgiveness of Covid-19 government support loans
-
-
7,298
7,298
Net loss
$
(10,893,592)
$
(10,262,391)
$
(35,539,840)
$
(56,695,823)
2023
As of December 31,
Asia
US
Canada
Consolidated
Current assets
$
326,926
$
149,227
$
2,693,592
$
3,169,745
Property and equipment
4,089,653
533,575
-
4,623,228
Patents and licenses
-
502,055
-
502,055
Right of use asset
379,462
102,927
-
482,389
Total Assets
$
4,796,041
$
1,287,784
$
2,693,592
$
8,777,417
The Year Ended December 31,
Asia
US
Canada
Consolidated
Revenue
$
465,777
$
-
$
-
$
465,777
Selling, marketing and administration
$
(2,753,484)
$
(6,226,291)
$
(1,815,380)
$
(10,795,155)
Research and development
(6,249,120)
(3,662,418)
(166,392)
(10,077,930)
Loss on fair value of derivative warrant liability
-
-
(24,865)
(24,865)
Interest expense
(27,906)
(42,276)
-
(70,182)
Gain on contribution of intellectual to joint venture
1,031,807
-
-
1,031,807
Other income, including interest
-
-
234,990
234,990
Share of loss in joint venture
(1,031,807)
-
-
(1,031,807)
Net loss
$
(8,564,733)
$
(9,930,985)
$
(1,771,647)
$
(20,267,365)
2022
As of December 31,
Asia
US
Canada
Consolidated
Current assets
$
664,658
$
133,501
$
8,770,035
$
9,568,194
Property and equipment
4,496,734
573,773
-
5,070,507
Patents and licenses
-
510,705
-
510,705
Right of use asset
55,775
185,272
-
241,047
Total Assets
$
5,217,167
$
1,403,251
$
8,770,035
$
15,390,453
Page 32

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
17. SEGMENT INFORMATION (Continued)
The Year Ended December 31,
Asia
US
Canada
Consolidated
Revenue
$
552,748
$
-
$
-
$
552,748
Selling, marketing and administration
(2,121,596)
(5,885,970)
(1,508,705)
(9,516,271)
Research and development
(6,344,016)
(4,205,177)
(197,550)
(10,746,743)
Gain on contribution of intellectual property to joint venture
1,746,987
-
-
1,746,987
Interest expense
(17,701)
(32,037)
-
(49,738)
Forgiveness of Covid-19 government support loans
-
-
-
-
Other income, including interest
-
-
188,320
188,320
Share of loss in joint venture
(3,211,993)
-
-
(3,211,993)
Net loss
$
(9,395,571)
$
(10,123,184)
$
(1,517,935)
$
(21,036,690)
18. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company’s financial instruments consist of cash and cash equivalents, short-term investments, deposit, covid-19 government support loans, convertible debt, contract
liabilities, derivative warrant liability and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to
significant interest risk arising from these financial instruments. The Company estimates that carrying value of these instruments approximates fair value due to their short term
nature.
The Company has classified financial assets and (liabilities) as follows at December 31:
2024
2023
2022
Financial assets, measured at amortized cost:
Cash and cash equivalents
$
37,143,759
$
3,019,069
$
9,229,845
Short-term investments
$
16,672,811
$
-
$
-
Accounts receivable
$
7,257
$
-
$
62,842
Other liabilities, measured at amortized cost:
Accounts payable and accrued liabilities
$
(5,970,537)
$
(2,301,457)
$
(3,362,430)
Covid-19 government support loans
$
-
$
(30,200)
$
(29,520)
Contract liabilities
$
-
$
-
$
(274,192)
Convertible debt
$
(6,500,000)
$
-
$
-
Fair value through profit or loss (FVTPL):
Derivative warrant liability
$
(35,750,607)
$
(1,002,264)
$
-
Exchange Rate Risk
The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional
currencies include the Chinese Yuan, US, Singapore and Canadian dollar. Most transactions within the entities are conducted in functional currencies. None of the entities
included in the consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk when its subsidiaries hold current assets or
current liabilities in currencies other than its functional currency. A 10% change in foreign currencies held would increase or decrease other comprehensive loss by $3,200,000.
Liquidity Risk
The Company currently does not maintain credit facilities. The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities
beyond one year from the date of these consolidated financial statements. The Company may, however, need to seek additional financing in the future.
Page 33

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
19. CAPITAL MANAGEMENT
In the management of capital, the Company includes shareholders’ equity (excluding accumulated other comprehensive loss and deficit) and cash, cash equivalents and short-
term investments. The components of capital on December 31, 2024 were:
Cash, cash equivalents and short-term investments
$
53,816,570
Shareholders’ equity, excluding deficit and accumulated other comprehensive loss
$
293,624,823
The Company’s objective in managing capital is to ensure that financial flexibility is present to increase shareholder value through growth and responding to changes in economic
and/or market conditions; to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and to
safeguard the Company’s ability to obtain financing should the need arise.
In maintaining its capital, the Company has a strict investment policy which includes investing its surplus capital only in highly liquid, highly rated financial instruments.
The Company reviews its capital management approach on an ongoing basis.
20. EXPENSES
Research and development costs can be analysed as follows:
2024
2023
2022
Wages and benefits
$
4,388,075
$
4,298,207$
4,267,937
Subcontract fees
2,134,948
1,864,122
2,946,729
Stock-based compensation
2,091,583
1,539,235
2,054,187
Supplies
2,720,035
2,376,366
1,477,890
$
11,334,641
$
10,077,930
$
10,746,743
Selling, marketing and administration costs can be analysed as follows:
Stock-based compensation
$
3,377,786
$
2,662,209
$
2,382,417
Wages and benefits
2,975,488
2,649,770
2,648,862
Professional fees
1,936,592
1,744,771
1,173,743
General expenses
1,798,643
1,681,899
1,860,762
Depreciation and amortization
2,020,195
1,922,140
1,293,158
Finance advisory fees
6,501,799
-
-
Rent and facility costs
160,918
134,366
157,329
$
18,771,421
$
10,795,155
$
9,516,271
21. REVENUE
Disaggregated Revenues
The Company disaggregates revenue by timing of revenue recognition, that is, at a point in time and revenue over time. During the year ended December 31, 2024, the Company
recognized $41,427 (2023 - $465,777, 2022 - $552,748) from non-recurring engineering services and product sales. The revenue is recognized over time.
Page 34

POET TECHNOLOGIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
22. INCOME TAXES
The following table reconciles the expected income tax recovery at the Canadian statutory income tax rate of 26.5% for 2024 (2023 - 26.5%, 2022 - 26.5%) to the amounts
recognized in operations.
For the Year Ended December 31,
2024
2023
2022
Net loss before taxes
$
(56,695,823)
$
(20,267,365)
$
(21,036,690)
Expected current income tax recovery
$
15,024,000
$
5,370,852
$
5,574,723
Change in statutory, foreign tax, foreign exchange rates and other
(1,717,000)
-
-
Amounts not deductible for tax purposes
(8,988,000)
(1,113,000)
(1,177,000)
Other deductible items
232,000
191,000
161,000
Adjustment to prior years provision versus statutory tax returns and expiry of non
capital losses
6,623,000
-
-
Other non deductible items
-
(69,000)
(66,000)
Change in unrecognized deductible temporary differences
(11,174,000)
-
-
Non taxable gain (loss)
-
-
(388,000)
Deferred R&D expenses, net
-
(459,000)
(627,000)
Foreign tax differential
-
(905,538)
(828,000)
Unrecognized tax losses
-
(3,015,314)
(2,649,723)
Income tax recovery recognized
$
-
$
-
$
-
The following table reflects future income tax assets at December 31:
2024
2023
2022
Resource assets
$
827,000
$
1,024,271
$
1,024,271
Gross unamortized share issue costs
1,280,000
810,000
1,081,250
Capitalized S.174 expenses
10,088,000
5,900,000
2,368,000
Canadian non-capital losses
27,466,000
22,585,000
21,955,000
Canadian capital losses
5,252,000
5,300,000
5,156,000
US non-capital losses
98,396,000
95,300,000
93,000,000
Singapore non-capital losses
18,254,000
19,300,000
13,800,000
Property and equipment
4,783,000
-
-
166,346,000
150,219,271
138,384,521
Unrecognized deferred tax assets
(166,346,000)
(150,219,271)
(138,384,521)
Deferred income tax assets recognized
$
-
$
-
$
-
23. COVID-19 GOVERNMENT SUPPORT LOANS
On April 9, 2020, the Canadian government launched the Canada Emergency Business Account (“CEBA”) which is intended to support businesses during COVID19 by
providing interest free financing of up to $30,200 (CA$40,000) until December 31, 2023. If 75% of the loan is repaid by December 31, 2023 (extended to January 18, 2024), the
loan recipient will be eligible for a loan forgiveness of the remaining 25% of the amount loaned. On April 15, 2020, the Company received a loan in the amount of $30,200
through the CEBA. If the loan has not been repaid by January 18, 2024, the outstanding amount will be automatically extended for an additional two years at 5% interest per
annum payable monthly and maturing on December 31, 2025. The Company repaid 75% of the amount borrowed on January 15, 2024. The balance was forgiven, resulting in a
gain of $7,298.
24. SUBSEQUENT EVENTS
Subsequent to December 31, 2024, the Company raised gross proceeds of $4,344,135 from the exercise of 1,562,644 stock options and warrants.
Page 35

ex16-1.htm
EX-16.1
1 of 1
03/31/2025 07:37 PM
Exhibit 16.1
March 31, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by POET Technologies, Inc. under Item 16f of Form 20-F dated March 31, 2025. We agree with the statements concerning our Firm in such Form 20-F;
we are not in a position to agree or disagree with other statements of POET Technologies, Inc. contained therein.
Very truly yours,
/s/ Marcum අඅඉ
Marcum අඅඉ

ex23-1.htm
EX-23.1
1 of 1
03/31/2025 07:37 PM
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in the Registration Statement on Form F-10 (File Nos. 333-255631, 333-227873, 333-213422, and 333-280553) of our report dated March
15, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, relating to the consolidated financial statements of POET Technologies,
Inc. as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, appearing in this Annual Report on Form 20-F for the year ended December 31, 2024.
/s/ Marcum අඅඉ
Marcum LLP
Hartford, CT
March 31, 2025
Marcum LLP / CityPlace I / 185 Asylum Street / 25th Floor / Hartford, CT 06103 / Phone 860.760.0600 / marcumllp.com

ex23-2.htm
EX-23.2
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03/31/2025 07:37 PM
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement of POET Technologies Inc. on Form F-10, as amended (File No. 333-280553) of our report dated March 31,
2025, with respect to our audit of the consolidated financial statements of POET Technologies Inc. as of December 31, 2024, and for the year ended December 31, 2024, and our report
dated March 31, 2025 with respect to our audit of internal control over financial reporting of POET Technologies Inc. as of December 31, 2024. These reports are included in this Annual
Report on Form 20-F of POET Technologies Inc. for the year ended December 31, 2024.
/s/ DAVIDSON & COMPANY LLP
Vancouver, Canada
Chartered Professional Accountants
March 31, 2025

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302026103
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of December 3, 2024, 
between POET Technologies Inc., a company existing under laws of the Province of Ontario, 
Canada (the “Company”), and the purchaser identified on the signature pages hereto (“Purchaser”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant 
to an effective registration statement under the Securities Act (as defined below), the Company 
desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, 
securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this 
Agreement, and for other good and valuable consideration the receipt and adequacy of which are 
hereby acknowledged, the Company and Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1
 Definitions.  In addition to the terms defined elsewhere in this Agreement, for all 
purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Action” means any action, suit, inquiry, notice of violation, Proceeding or 
investigation before or by any court, arbitrator, governmental or administrative agency or 
regulatory authority (federal, state, county, local or foreign).
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person as 
such terms are used in and construed under Rule 405 under the Securities Act.  
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, 
“non-essential employee” or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day. 
“Closing” means the closing of the purchase and sale of the Securities pursuant to 
Section 2.1.
“Closing Date” means the Trading Day on which all of the Transaction Documents 
have been executed and delivered by the applicable parties thereto, and all conditions 
precedent to (i) Purchaser’s obligations to pay the Subscription Amount and (ii) the 
Company’s obligations to deliver the Securities, in each case, have been satisfied or 
waived, but in no event later than the first (1st) Trading Day following the date hereof.

2
“Code” means the Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares. 
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed. 
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“Katten” means Katten Muchin Rosenman LLP, with offices located at 575 
Madison Avenue, New York, New York 10022-2511.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first 
refusal, preemptive right or other restriction.
“Material Adverse Effect” shall have the meaning assigned to such term in Section 
3.1(b).
“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury 
Department.
“Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, 
without limitation, an informal investigation or partial proceeding, such as a deposition), 
whether commenced or threatened.
“Qualifying Authorities” means the securities regulatory authorities in the 
Qualifying Jurisdictions.
“Qualifying Jurisdictions” means each of the provinces and territories of Canada.
“Registration Statement” means the effective registration statement on Form F-10 
with Commission File No. 333-280553 (including any amendments and supplements 
thereto, the exhibits filed therewith and the documents and information incorporated by 

3
reference therein or otherwise deemed to be part thereof), which registers the Shelf 
Securities. 
“Required Approvals” shall have the meaning ascribed to such term in Section 
3.1(e)(ii).
“SEC Reports” means all reports, schedules, forms, statements and other 
documents required to be filed by the Company under the Securities Act and the Exchange 
Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the 
date hereof, including the exhibits thereto and documents incorporated by reference 
therein, together with the U.S. Prospectus.
“Securities” means the Shares, the Warrant and the Warrant Shares.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Shares” means the 5,555,556 Common Shares issued or issuable to Purchaser 
pursuant to this Agreement (excluding the Warrant Shares).
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO 
under the Exchange Act (but shall not be deemed to include locating and/or borrowing 
Common Shares). 
“Subscription Amount” means $25,000,002 in United States dollars and in 
immediately available funds.
“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, 
and shall, where applicable, also include any direct or indirect subsidiary of the Company 
formed or acquired after the date hereof.
“Trading Day” means a day on which the principal Trading Market is open for 
trading.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing). 
“Transaction Documents” means this Agreement, the Warrant, all exhibits and 
schedules thereto and hereto and any other documents or agreements executed in 
connection with the transactions contemplated hereunder.
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company. 

4
“U.S. Base Prospectus” means the base prospectus contained in the Registration 
Statement at the first time that the Registration Statement became effective.
“Warrant” means the Warrant delivered to Purchaser at the Closing in accordance 
with Section 2.2(a) hereof, which Warrant shall be initially exercisable for 2,777,778 
Common Shares, have an initial exercise price of $6.00 per Warrant Share and have a term 
of exercise equal to five years, in the form of Exhibit A attached hereto.
“Warrant Shares” means the Common Shares issuable upon exercise of the 
Warrant.
ARTICLE II.
PURCHASE AND SALE
2.1
Closing.  On the Closing Date, upon the terms and subject to the conditions set forth 
herein, substantially concurrent with the execution and delivery of this Agreement by the parties 
hereto, the Company agrees to sell, and Purchaser agrees to purchase, the Shares, together with 
the Warrant, for the Subscription Amount.  The Subscription Amount shall be made available for 
“Delivery Versus Payment” settlement with the Company or its designee. The Company shall 
deliver to Purchaser the Shares and a Warrant as determined pursuant to Section 2.2(a), and the 
Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the 
Closing.  Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 
2.3, the Closing shall occur at the offices of Katten or such other location as the parties shall 
mutually agree.  Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) 
(i.e., on the Closing Date, the Company shall issue the Shares registered in Purchaser’s name and 
address and released by the Transfer Agent directly to the account identified by Purchaser, and 
payment therefor shall be made by Purchaser by wire transfer to the Company). 
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company 
shall deliver or cause to be delivered to Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided Purchaser with the Company’s 
wire instructions, on Company letterhead and executed by the Chief Executive 
Officer or Chief Financial Officer;
(iii)
a copy of the irrevocable instructions to the Transfer Agent 
instructing the Transfer Agent to deliver on an expedited basis via The Depository 
Trust Company Deposit/Withdrawal at Custodian system (“DWAC”) Common 
Shares, registered in the name of Purchaser or its prime broker;
(iv)
the Warrant registered in the name of Purchaser; and
(v)
the U.S. Prospectus (as hereinafter defined) (which may be 
delivered in accordance with Rule 172 under the Securities Act).

5
(b)
On or prior to the Closing Date, Purchaser shall deliver or cause to be 
delivered to the Company the following:
(i)
this Agreement duly executed by Purchaser; and
(ii)
 Purchaser’s Subscription Amount, which shall be made available 
for “Delivery Versus Payment” settlement with the Company or its designee.
2.3
Closing Conditions. 
(a)
The obligations of the Company hereunder in connection with the Closing 
are subject to the following conditions being met or waived:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of 
Purchaser contained herein (unless made as of a specific date therein, in which case 
they shall be accurate as of such date); 
(ii)
all obligations, covenants and agreements of Purchaser required to 
be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by Purchaser of the items set forth in Section 2.2(b) of 
this Agreement; and
(iv)
all necessary regulatory approvals, including the conditional 
approval of the TSX Venture Exchange shall have been obtained.
(b)
The obligations of Purchaser hereunder in connection with the Closing are 
subject to the following conditions being met or waived by Purchaser listed on the signature 
page hereto:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of the 
Company contained herein (unless made as of a specific date therein, in which case 
they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required 
to be performed at or prior to the Closing Date shall have been performed; 
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) 
of this Agreement; 
(iv)
there shall have been no Material Adverse Effect with respect to the 
Company since the date hereof; and

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(v)
from the date hereof to the Closing Date, trading in the Common 
Shares shall not have been suspended by the Commission or the Company’s 
principal U.S. Trading Market, and, at any time prior to the Closing Date, trading 
in securities generally as reported by Bloomberg L.P. shall not have been suspended 
or limited, or minimum prices shall not have been established on securities whose 
trades are reported by such service, or on any U.S. Trading Market, nor shall a 
banking moratorium have been declared either by the United States or New York 
State authorities nor shall there have occurred any material outbreak or escalation 
of hostilities or other national or international calamity of such magnitude in its 
effect on, or any material adverse change in, any financial market which, in each 
case, in the reasonable judgment of Purchaser, makes it impracticable or 
inadvisable to purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company.  Except as described in the SEC 
Reports, the Company hereby makes the following representations and warranties to Purchaser:
(a)
Subsidiaries.  All of the direct and indirect subsidiaries of the Company are 
set forth in the SEC Reports.  The Company owns, directly or indirectly, all of share capital 
or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued 
and outstanding share capital of each Subsidiary are validly issued and are fully paid, non-
assessable and free of preemptive and similar rights to subscribe for or purchase securities.  
(a)
Organization and Qualification.  The Company and each of the Subsidiaries 
is an entity duly incorporated or otherwise organized, validly existing and in good standing 
(if applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation or 
organization, with the requisite power and authority to own and use its properties and assets 
and to carry on its business as currently conducted.  Neither the Company nor any 
Subsidiary is in material violation or default of any of the provisions of its respective 
certificate or articles of incorporation, memorandum and articles of association, bylaws or 
other organizational or charter documents.  Each of the Company and the Subsidiaries is 
duly qualified to conduct business and is in good standing as a foreign corporation or other 
entity in each jurisdiction in which the nature of the business conducted or property owned 
by it makes such qualification necessary, except where the failure to be so qualified or in 
good standing, as the case may be, could not have or reasonably be expected to result in: 
(i) a material adverse effect on the legality, validity or enforceability of any Transaction 
Document, (ii) a material adverse effect on the results of operations, assets, business or 
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, 
or (iii) a material adverse effect on the Company’s ability to perform in any material respect 
on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a 
“Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction 
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and 
authority or qualification.

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(b)
Authorization; Enforcement.  The Company has the requisite corporate 
power and authority to enter into and to consummate the transactions contemplated by this 
Agreement and each of the other Transaction Documents and otherwise to carry out its 
obligations hereunder and thereunder.  The execution and delivery of this Agreement and 
each of the other Transaction Documents by the Company and the consummation by it of 
the transactions contemplated hereby and thereby have been duly authorized by all 
necessary action on the part of the Company and no further action is required by the 
Company, the Board of Directors or the Company’s shareholders in connection herewith 
or therewith, other than in connection with the Required Approvals.  This Agreement and 
each other Transaction Document to which it is a party has been (or upon delivery will 
have been) duly executed by the Company and, when delivered in accordance with the 
terms hereof and thereof, will constitute the valid and binding obligation of the Company 
enforceable against the Company in accordance with its terms, except (i) as limited by 
general equitable principles and applicable bankruptcy, insolvency, reorganization, 
moratorium and other laws of general application affecting enforcement of creditors’ rights 
generally, (ii) as limited by laws relating to the availability of specific performance, 
injunctive relief or other equitable remedies and (iii) insofar as indemnification and 
contribution provisions may be limited by applicable law or public policy.
(c)
No Conflicts.  The execution, delivery and performance by the Company of 
this Agreement and the other Transaction Documents to which it is a party, the issuance 
and sale of the Securities and the consummation by it of the transactions contemplated 
hereby and thereby do not and will not (i) conflict with or violate any provision of the 
Company’s or any Subsidiary’s certificate or articles of incorporation, memorandum and 
articles of association, bylaws or other organizational or charter documents, or (ii) conflict 
with, or constitute a default (or an event that with notice or lapse of time or both would 
become a default) under, result in the creation of any Lien upon any of the properties or 
assets of the Company or any Subsidiary, or give to others any rights of termination, 
amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or 
without notice, lapse of time or both) of, any agreement, credit facility, debt or other 
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding 
to which the Company or any Subsidiary is a party or by which any property or asset of the 
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, 
conflict with or result in a violation of any law, rule, regulation, order, judgment, 
injunction, decree or other restriction of any court or governmental authority to which the 
Company or a Subsidiary is subject (including federal and state securities laws and 
regulations), or by which any property or asset of the Company or a Subsidiary is bound 
or affected, except in the case of each of clauses (ii) and (iii), such as would not have or 
reasonably be expected to result in a Material Adverse Effect.
(d)
Filings, Consents and Approvals.  
(i)
The Company has prepared and filed with the Qualifying 
Authorities in the Qualifying Jurisdictions a preliminary short form base shelf prospectus dated 
June 28, 2024 (the “Canadian Preliminary Base Prospectus”), and the Canadian Base Prospectus 
(as defined below), in respect of the offering of certain securities of the Company, including 
Common Shares and Warrants (collectively, the “Shelf Securities”). The Ontario Securities 

8
Commission (the “Reviewing Authority”) is the principal regulator of the Company under the 
passport system provided for under Multilateral Instrument 11-102 — Passport System and 
National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions (the “Passport 
System”) in respect of the Shelf Securities and the purchase and sale of the Securities pursuant to 
this Agreement.  The Reviewing Authority has issued a receipt, which is deemed to also be a 
receipt of the Qualifying Authorities in each of the Qualifying Jurisdictions pursuant to the 
Passport System (a “Passport Decision Document”), for each of the Canadian Preliminary Base 
Prospectus and the Canadian Base Prospectus. The term “Canadian Base Prospectus” means 
collectively the final short form base shelf prospectus dated September 6, 2024, relating to an 
aggregate of up to US$250,000,000 in Shelf Securities, including any documents incorporated by 
reference therein and the documents otherwise deemed to be incorporated by reference therein 
pursuant to Canadian Securities Laws (as defined below), at the time the Reviewing Authority 
issued a Passport Decision Document with respect thereto in accordance with Canadian Securities 
Laws, including National Instrument 44-101 – Short Form Prospectus Distributions and National 
Instrument 44-102 – Shelf Distributions (together, the “Canadian Shelf Procedures”).
(ii)
The Company has also prepared and filed with the Commission, 
pursuant to the Canada/U.S. Multi-Jurisdictional Disclosure System adopted by the Commission, 
a registration statement on Form F-10 (File No. 333-280553) covering the registration of the Shelf 
Securities under the Securities Act, and such amendments to such Registration Statement as may 
have been permitted or required to the date of this Agreement. The Registration Statement, 
including the Canadian Base Prospectus (with such deletions therefrom and additions thereto as 
are permitted or required by Form F-10 and the Securities Act and including exhibits to such 
Registration Statement), has become effective in such form pursuant to Rule 467(a) under the 
Securities Act. 
(iii)
Except as contemplated in Section 4.1, the Company is not required 
to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or 
registration with, any court or other federal, state, local or other governmental authority or other 
Person in connection with the execution, delivery and performance by the Company of the 
Transaction Documents, other than: (i) the filing with the Commission of the Prospectus 
Supplement and a Current Report on Form 6-K, including the Transaction Documents as exhibits 
thereto, and (ii) application(s) or, as applicable, notification to each applicable Trading Market for 
the listing of the Shares and Warrant Shares for trading thereon in the time and manner required 
thereby (collectively, the “Required Approvals”).
(e)
Issuance of the Securities; Registration.  The Securities are duly authorized 
and, when issued and paid for in accordance with the applicable Transaction Document(s), 
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens 
imposed by the Company.  The Warrant Shares, when issued in accordance with the terms 
of the Warrant, will be validly issued fully paid and nonassessable, free and clear of all 
Liens imposed by the Company. The Company has prepared and filed the Registration 
Statement in conformity with the requirements of the Securities Act, which became 
effective on September 10, 2024, including the Prospectus, and such amendments and 
supplements thereto as may have been required to the date of this Agreement.  The 
Registration Statement is effective under the Securities Act, and no stop order preventing 
or suspending the effectiveness of the Registration Statement or suspending or preventing 

9
the use of the Prospectus has been issued by the Commission and no proceedings for that 
purpose have been instituted or, to the knowledge of the Company, are threatened by the 
Commission.  No order, ruling or determination having the effect of suspending the sale or 
ceasing the trading of any securities of the Company (including the Securities) has been 
issued or made by any Qualifying Authority, any other securities commission, stock 
exchange or other regulatory authority and no proceedings for that purpose have been 
instituted or are pending or, to the Company’s knowledge, are contemplated by any such 
authority. Any request on the part of the Commission, any Qualifying Authority or any 
other securities commission, stock exchange or other regulatory authority for additional 
information in connection with the offering contemplated hereby has been complied with.  
At the time the Registration Statement and any amendments thereto became effective, at 
the date of this Agreement and at the Closing Date, the Registration Statement and any 
amendments thereto conformed and will conform in all material respects to the 
requirements of the Securities Act and did not and will not contain any untrue statement of 
a material fact or omit to state any material fact required to be stated therein or necessary 
to make the statements therein not misleading; and the U.S. Prospectus and any 
amendments or supplements thereto, at the time the U.S. Prospectus or any amendment or 
supplement thereto was issued and at the Closing Date, conformed and will conform in all 
material respects to the requirements of the Securities Act and did not and will not contain 
an untrue statement of a material fact or omit to state a material fact necessary in order to 
make the statements therein, in the light of the circumstances under which they were made, 
not misleading. At the time of filing thereof with the Qualifying Authorities and at the 
Closing Date, the Canadian Prospectus (as hereinafter defined) (and any further 
amendments or supplements thereto) complied and will comply in all material respects 
with the securities laws applicable in the Qualifying Jurisdictions and the respective 
instruments, rules and regulations made and forms prescribed under such laws together 
with applicable published policy statements (including, without limitation, the Canadian 
Shelf Procedures) and applicable notices of the Qualifying Authorities made in connection 
with the transactions contemplated by this Agreement and the Warrants (collectively, the 
“Canadian Securities Laws”), and did not and will not include an untrue statement of a 
material fact or omit to state a material fact necessary in order to make the statements 
therein, in the light of the circumstances under which they were made, not misleading. The 
Company was at the time of the filing of the Registration Statement eligible to use Form 
F-10, and the Company currently is eligible to use Form F-10 under the Securities Act.
(f)
Capitalization.  The Company has not issued any Common Shares or 
Common Share Equivalents since its most recently filed SEC Report, other than pursuant 
to the exercise of employee share options under the Company’s equity incentive plans, the 
issuance of Common Shares and Common Share Equivalents to officers, employees, 
directors and/or consultants pursuant to the Company’s employee share purchase plans and 
pursuant to the Company’s equity incentive compensation plans (including upon 
conversion and/or exercise of Common Share Equivalents previously issued thereunder).  
No Person has any right of first refusal, preemptive right, right of participation, or any 
similar right to participate in the transactions contemplated by the Transaction Documents.  
The issuance and sale of the Securities will not obligate the Company or any Subsidiary to 
issue Common Shares or other securities to any Person (other than Purchaser). There are 
no outstanding securities or instruments of the Company or any Subsidiary with any 

10
provision that adjusts the exercise, conversion, exchange or reset price of such security or 
instrument upon an issuance of securities by the Company or any Subsidiary.  There are no 
outstanding securities or instruments of the Company or any Subsidiary that contain any 
redemption or similar provisions, and there are no contracts, commitments, understandings 
or arrangements by which the Company or any Subsidiary is or may become bound to 
redeem a security of the Company or such Subsidiary. All of the outstanding Common 
Shares of the Company are duly authorized, validly issued, fully paid and nonassessable, 
has been issued in compliance with all applicable securities laws, and none of such 
outstanding shares was issued in violation of any preemptive rights or similar rights to 
subscribe for or purchase securities.  No further approval or authorization of any 
shareholder, the Board of Directors or others is required for the issuance and sale of the 
Securities.  There are no shareholders agreements, voting agreements or other similar 
agreements with respect to the Company’s share capital to which the Company is a party 
or, to the knowledge of the Company, between or among any of the Company’s 
shareholders.
(g)
Litigation.  Except as set forth in the SEC Reports or as would not 
reasonably be expected to result in a Material Adverse Effect, there is no action, suit, 
inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of 
the Company, threatened against or affecting the Company, any Subsidiary or any of their 
respective properties before or by any court, arbitrator, governmental or administrative 
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an 
“Action”).  
(h)
Certain Fees.  No brokerage or finder’s fees or commissions are or will be 
payable by the Company or any Subsidiary to any broker, financial advisor or consultant, 
finder, placement agent, investment banker, bank or other Person with respect to the 
transactions contemplated by the Transaction Documents.  Purchaser shall have no 
obligation with respect to any fees or with respect to any claims made by or on behalf of 
other Persons for fees of a type contemplated in this Section that may be due in connection 
with the transactions contemplated by the Transaction Documents.
(i)
Investment Company. The Company is not, and is not an Affiliate of, and 
immediately after receipt of payment for the Securities, will not be required to register as 
an “investment company” within the meaning of the Investment Company Act of 1940, as 
amended.  
(j)
Listing and Maintenance Requirements.  The Common Shares are 
registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no 
action designed to, or which to its knowledge is likely to have the effect of, terminating the 
registration of the Common Shares under the Exchange Act nor has the Company received 
any notification that the Commission is contemplating terminating such registration.  The 
Company has not, in the 12 months preceding the date hereof, received notice from any 
Trading Market on which the Common Shares are or have been listed or quoted to the 
effect that the Company is not in compliance with the listing or maintenance requirements 
of such Trading Market. The Company is, and has no reason to believe that it will not in 
the foreseeable future continue to be, in compliance with all such listing and maintenance 

11
requirements. The Common Shares are currently eligible for electronic transfer through the 
Depository Trust Company or another established clearing corporation.
(k)
Office of Foreign Assets Control.  Neither the Company nor any Subsidiary 
nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the 
Company or any Subsidiary is currently subject to any U.S. sanctions administered by OFAC.
3.2
Representations and Warranties of Purchaser.  Purchaser hereby represents and 
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless made 
as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority.  Purchaser is an entity duly incorporated or 
formed, validly existing and in good standing under the laws of the jurisdiction of its 
incorporation or formation with full right, corporate, partnership, limited liability company or 
similar power and authority to enter into and to consummate the transactions contemplated by 
the Transaction Documents and otherwise to carry out its obligations hereunder and 
thereunder. The execution and delivery of the Transaction Documents and performance by 
Purchaser of the transactions contemplated by the Transaction Documents have been duly 
authorized by all necessary corporate, partnership, limited liability company or similar action, 
as applicable, on the part of Purchaser.  Each Transaction Document to which it is a party has 
been duly executed by Purchaser, and when delivered by Purchaser in accordance with the 
terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable 
against it in accordance with its terms, except: (i) as limited by general equitable principles 
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general 
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating 
to the availability of specific performance, injunctive relief or other equitable remedies and 
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements.   Purchaser is acquiring the Securities as 
principal for its own account and has no direct or indirect arrangement or understandings with 
any other persons to distribute or regarding the distribution of such Securities (this 
representation and warranty not limiting Purchaser’s right to sell the Securities in compliance 
with applicable federal and state securities laws).  Purchaser is acquiring the Securities 
hereunder in the ordinary course of its business. 
(c)
Experience of Purchaser.   Purchaser, either alone or together with its 
representatives, has such knowledge, sophistication and experience in business and financial 
matters so as to be capable of evaluating the merits and risks of the prospective investment in 
the Securities, and has so evaluated the merits and risks of such investment.  Purchaser is able 
to bear the economic risk of an investment in the Securities and, at the present time, is able to 
afford a complete loss of such investment.
(d)
Access to Information. Purchaser acknowledges that it has had the 
opportunity to review the Transaction Documents (including all exhibits and schedules 
thereto) and the SEC Reports (including the Registration Statement) and has been afforded, 
(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers 
from, representatives of the Company concerning the terms and conditions of the offering of 

12
the Securities and the merits and risks of investing in the Securities; (ii) access to information 
about the Company and its financial condition, results of operations, business, properties, 
management and prospects sufficient to enable it to evaluate its investment; and (iii) the 
opportunity to obtain such additional information that the Company possesses or can acquire 
without unreasonable effort or expense that is necessary to make an informed investment 
decision with respect to the investment.  
(e)
Certain Transactions and Confidentiality.  Other than consummating the 
transactions contemplated hereunder, Purchaser has not, nor has any Person acting on behalf 
of or pursuant to any understanding with Purchaser, directly or indirectly executed any 
purchases or sales, including Short Sales, of the securities of the Company during the period 
commencing as of the time that Purchaser first received a term sheet (written or oral) from the 
Company or any other Person representing the Company setting forth the material pricing 
terms of the transactions contemplated hereunder and ending immediately prior to the 
execution hereof. Other than to other Persons party to this Agreement or to Purchaser’s 
representatives, including, without limitation, its officers, directors, partners, legal and other 
advisors, employees, agents and Affiliates, Purchaser has maintained the confidentiality of all 
disclosures made to it in connection with this transaction (including the existence and terms 
of this transaction).  Notwithstanding the foregoing, for the avoidance of doubt, nothing 
contained herein shall constitute a representation or warranty, or preclude any actions, with 
respect to locating or borrowing shares in order to effect Short Sales or similar transactions in 
the future.
(f)
Securities Laws. Purchaser has made the investment decision to purchase 
the Common Share and Warrant in a jurisdiction outside of Canada, and the issuance and 
purchase thereof will comply with the requirements of the applicable securities laws of such 
jurisdictions. In addition, all directors, officers, managers, or persons responsible for the 
control and direction of Purchaser, including all persons responsible for making investment 
decisions relating to the Common Shares and Warrants purchased pursuant to this Agreement 
are located in, and have their principal place of business located in, a jurisdiction outside of 
Canada.
(g)
Residency. Purchaser's residence (if an individual) or offices in which its 
investment decision with respect to the Securities was made (if an entity) are located at the 
address immediately below the Purchaser's name on its signature page hereto.
(h)
Foreign Purchasers. If Purchaser is not a United States person (as defined 
by Section 7701(a)(30) of the Code), Purchaser hereby represents that it has satisfied itself as 
to the full observance of the laws of its jurisdiction in connection with any invitation to 
subscribe for the Securities or any use of this Agreement, including (a) the legal requirements 
within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions 
applicable to such purchase or acquisition, (c) any government or other consents that may 
need to be obtained, and (d) the income tax and other tax consequences, if any, that may be 
relevant to the purchase, holding, redemption, sale or transfer of the Securities. Purchaser's 
subscription and payment for and continued beneficial ownership of the Securities will not 
violate any applicable securities or other laws of the Purchaser's jurisdiction.

13
The Company acknowledges and agrees that the representations contained in this Section 3.2 shall 
not modify, amend or affect Purchaser’s right to rely on the Company’s representations and 
warranties contained in this Agreement or any representations and warranties contained in any 
other Transaction Document or any other document or instrument executed and/or delivered in 
connection with this Agreement or the consummation of the transactions contemplated hereby. 
Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall 
constitute a representation or warranty, or preclude any actions, with respect to locating or 
borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 No Legends; Filings.  
(a)
The Common Shares and the Warrant shall be issued free of any restrictive 
legends, and except as otherwise provided in the Warrant, the Warrant Shares shall be 
issued free of any restrictive legends in the United States. 
(b)
The Company shall prepare and file (A) with the Qualifying Authorities in 
each of the Qualifying Jurisdictions a prospectus supplement to the Canadian Base 
Prospectus relating to the Securities (together with the Canadian Base Prospectus, and 
including any documents incorporated therein by reference and the documents otherwise 
deemed to be a part thereof or included therein pursuant to Canadian Securities Laws, the 
“Canadian Prospectus”), and (B) with the Commission pursuant to General Instruction II.L 
of Form F-10 and in accordance with this Section 4.1, a prospectus supplement to the U.S. 
Base Prospectus relating to the offering of the Securities (including all documents 
incorporated therein by reference, together with the U.S. Base Prospectus, the “U.S. 
Prospectus”). Any reference herein to any “amendment” or “supplement” to the U.S. 
Prospectus shall be deemed to refer to and include (i) the filing of any document with the 
Reviewing Authority or the Commission after the date of the U.S. Prospectus, as the case 
may be, and prior to the Closing Date, which is incorporated therein by reference or is 
otherwise deemed to be a part thereof or included therein by the Securities Act and (ii) any 
such document so filed prior to the Closing Date. 
4.2  Use of Proceeds.  The Company shall use the net proceeds from the sale of the 
Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the 
satisfaction of any portion of the Company’s debt (other than payment of trade payables in the 
ordinary course of the Company’s business and prior practices), (b) for the redemption of any 
Common Shares or Common Share Equivalents, (c) for the settlement of any outstanding litigation 
or (d) in violation of FCPA or OFAC regulations.
4.3
Availability Common Shares. As of the date hereof, the Company has available, 
and the Company shall continue to keep available at all times, free of preemptive rights, a sufficient 
number of Common Shares for the purpose of enabling the Company to issue Common Shares 
pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrant.   

14
4.4
Listing of Common Shares. The Company shall apply to list or quote all of the 
Shares and Warrant Shares on the principal Trading Market for the Common Shares and promptly 
secure the listing of all of the Shares and Warrant Shares on such Trading Markets. The Company 
further agrees, if the Company applies to have the Common Shares traded on any other Trading 
Market, it will then include in such application all of the Shares and Warrant Shares, and will take 
such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted 
on such other Trading Market as promptly as reasonably possible. The Company agrees to 
maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust 
Company or another established clearing corporation, including, without limitation, by timely 
payment of fees to the Depository Trust Company or such other established clearing corporation 
in connection with such electronic transfer.
4.5 Certain Transactions and Confidentiality.  Purchaser covenants that neither it nor any 
Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases 
or sales, including Short Sales of any of the Company’s securities during the period commencing 
with the execution of this Agreement and ending at such time that the transactions contemplated 
by this Agreement are first publicly announced pursuant to the initial press release.   Purchaser 
covenants that until such time as the transactions contemplated by this Agreement are publicly 
disclosed by the Company pursuant to the initial press release, Purchaser will maintain the 
confidentiality of the existence and terms of this transaction.  
ARTICLE V.
MISCELLANEOUS
5.1
Termination.  This Agreement may be terminated by Purchaser by written notice to 
the Company, if the Closing has not been consummated on or before the fifth (5th) Trading Day 
following the date hereof; provided, however, that no such termination will affect the right of any 
party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses.  Except as expressly set forth in the Transaction Documents to 
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and 
other experts, if any, and all other expenses incurred by such party incident to the negotiation, 
preparation, execution, delivery and performance of this Agreement.  The Company shall pay all 
Transfer Agent fees (including, without limitation, any fees required for same-day processing of 
any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), 
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to 
Purchaser.
5.3
Entire Agreement.  The Transaction Documents, together with the exhibits and 
schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding 
of the parties with respect to the subject matter hereof and thereof and supersede all prior 
agreements, understandings, representations and warranties, oral or written, with respect to such 
matters, which the parties acknowledge have been merged into such documents, exhibits and 
schedules.
5.4
Notices.  Any and all notices or other communications or deliveries required or 
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on 

15
the earliest of: (a) the time of transmission, if such notice or communication is delivered via email 
attachment at the email address as set forth on the signature pages attached hereto at or prior to 
5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of 
transmission, if such notice or communication is delivered via email attachment at the email 
address as set forth on the signature pages attached hereto on a day that is not a Trading Day or 
later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day 
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or 
(d) upon actual receipt by the party to whom such notice is required to be given, in each case to 
the Party to be notified at the following address:  
To the Company:
POET Technologies Inc.
120 Eglinton Avenue East, Suite 1107
Toronto, Ontario M4P 1E2
Attn: Suresh Venkatesan
Email: svv@poet-technologies.com 
with a copy to (which shall not constitute notice):
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attn: 
Mark D. Wood
Alyse A. Sagalchik
Email: 
mark.wood@katten.com
alyse.sagalchik@katten.com
Bennett Jones LLP
3400 One First Canadian Place, 100 King Street West
Toronto, Ontario M5X 1A4
Attn: James Clare
Christopher Doucet
Email: clarej@bennetjones.com
doucetc@bennettjones.com

16
To Purchaser:
MMCAP International Inc. SPC
94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand
Cayman KY1-1108 Cayman Islands
Attention: Hillel Meltz
Email:      hmeltz@mmcap.ky
5.5
Amendments; Waivers.  No provision of this Agreement may be waived, modified, 
supplemented or amended except in a written instrument signed, in the case of an amendment, by 
the Company and Purchaser.  No waiver of any default with respect to any provision, condition or 
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver 
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor 
shall any delay or omission of any party to exercise any right hereunder in any manner impair the 
exercise of any such right. 
5.6
Headings; Rules of Construction.  The headings herein are for convenience only, 
do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the 
provisions hereof.
5.7
Successors and Assigns.  This Agreement shall be binding upon and inure to the 
benefit of the parties and their successors and permitted assigns.  The Company may not assign 
this Agreement or any rights or obligations hereunder without the prior written consent of  
Purchaser (other than by merger).  Purchaser may not, prior to the Closing, assign this Agreement 
or any rights or obligations hereunder without the prior written consent of the Company. Following 
the Closing, Purchaser may assign its rights under this Agreement to any Person to whom 
Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be 
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents 
that apply to the “Purchaser.”
5.8
No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the 
parties hereto and their respective successors and permitted assigns and is not for the benefit of, 
nor may any provision hereof be enforced by, any other Person.
5.9 Governing Law.  All questions concerning the construction, validity, enforcement and 
interpretation of the Transaction Documents, and all other matters relating to the Transaction 
Documents, shall be governed by and construed and enforced in accordance with the internal laws 
of the state of New York, without regard to the principles of conflicts of law thereof that would 
result in the application of the laws of any other jurisdiction.  Each party agrees that all legal 
Proceedings concerning the interpretations, enforcement and defense of the transactions 
contemplated by the Transaction Documents, and any other Proceedings arising thereunder or in 
connection with the transactions contemplated thereby (whether brought against a party hereto or 
its respective affiliates, directors, officers, shareholders, partners, members, employees or agents), 
shall be commenced exclusively in the state and federal courts sitting in the city of New York.  
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts 
sitting in the city of New York, Borough of Manhattan for the adjudication of any dispute 
hereunder or in connection herewith or with any transaction contemplated hereby or discussed 
herein (including with respect to the enforcement of any of the Transaction Documents), and 

17
hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it 
is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is 
improper or is an inconvenient venue for such Proceeding.  Each party hereby irrevocably waives 
personal service of process and consents to process being served in any such Action or Proceeding 
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of 
delivery) to such party at the address in effect for notices to it under this Agreement and agrees 
that such service shall constitute good and sufficient service of process and notice thereof.  
5.10
Survival.  The representations and warranties contained herein shall survive the 
Closing and the delivery of the Securities.
5.11
Execution.  This Agreement may be executed in two or more counterparts, all of 
which when taken together shall be considered one and the same agreement and shall become 
effective when counterparts have been signed by each party and delivered to each other party, it 
being understood that the parties need not sign the same counterpart.  In the event that any signature 
is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and 
binding obligation of the party executing (or on whose behalf such signature is executed) with the 
same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability.  If any term, provision, covenant or restriction of this Agreement is 
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder 
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and 
effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their 
commercially reasonable efforts to find and employ an alternative means to achieve the same or 
substantially the same result as that contemplated by such term, provision, covenant or restriction. 
It is hereby stipulated and declared to be the intention of the parties that they would have executed 
the remaining terms, provisions, covenants and restrictions without including any of such that may 
be hereafter declared invalid, illegal, void or unenforceable.
5.13
Replacement of Securities.  If any certificate or instrument evidencing any 
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in 
exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu 
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence 
reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new 
certificate or instrument under such circumstances shall also pay any reasonable third-party costs 
(including customary indemnity) associated with the issuance of such replacement Securities.
5.14
Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of 
any action or the expiration of any right required or granted herein shall not be a Business Day, 
then such action may be taken or such right may be exercised on the next succeeding Business 
Day.
5.15
Construction. The parties agree that each of them and/or their respective counsel 
have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the 
normal rule of construction to the effect that any ambiguities are to be resolved against the drafting 
party shall not be employed in the interpretation of the Transaction Documents or any amendments 
thereto. In addition, each and every reference to share prices and Common Shares in any 

18
Transaction Document shall be subject to adjustment for reverse and forward share sub-divisions, 
share capitalizations, share consolidations and other similar transactions of the Common Shares 
that occur after the date of this Agreement. Unless otherwise indicated or the context otherwise 
requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules, 
Appendices or Exhibits contained in or attached to this Agreement, (b) words in the singular or 
plural include the singular and plural and pronouns stated in either the masculine, the feminine or 
neuter gender shall include the masculine, feminine and neuter, (c) the words “hereof,” “herein” 
and words of similar effect shall reference this Agreement in its entirety, and (d) the use of the 
word “including” in this Agreement shall be by way of example rather than limitation.
5.16
WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING 
IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, 
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST 
EXTENT 
PERMITTED 
BY 
APPLICABLE 
LAW, 
HEREBY 
ABSOLUTELY, 
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER 
TRIAL BY JURY. 
(Signature Pages Follow)

19
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
POET TECHNOLOGIES INC.
By: 
     Name: Thomas R. Mika
     Title:   Chief Financial Officer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

1
Execution Version
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of July 19, 2024, 
between POET Technologies Inc., a company existing under laws of the Province of Ontario, 
Canada (the “Company”), and the purchaser identified on the signature pages hereto (“Purchaser”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant 
to an effective registration statement under the Securities Act (as defined below), the Company 
desires to issue and sell to Purchaser, and Purchaser desires to purchase from the Company, 
securities of the Company as more fully described in this Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this 
Agreement, and for other good and valuable consideration the receipt and adequacy of which are 
hereby acknowledged, the Company and Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1
 Definitions.  In addition to the terms defined elsewhere in this Agreement, for all 
purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Action” means any action, suit, inquiry, notice of violation, Proceeding or 
investigation before or by any court, arbitrator, governmental or administrative agency or 
regulatory authority (federal, state, county, local or foreign).
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person as 
such terms are used in and construed under Rule 405 under the Securities Act.  
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, 
“non-essential employee” or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day. 
“Closing” means the closing of the purchase and sale of the Securities pursuant to 
Section 2.1.
“Closing Date” means the Trading Day on which all of the Transaction Documents 
have been executed and delivered by the applicable parties thereto, and all conditions 
precedent to (i) Purchaser’s obligations to pay the Subscription Amount and (ii) the 

2
Company’s obligations to deliver the Securities, in each case, have been satisfied or 
waived, but in no event later than the first (1st) Trading Day following the date hereof.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares.
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“Katten” means Katten Muchin Rosenman LLP, with offices located at 575 
Madison Avenue, New York, New York 10022-2511.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first 
refusal, preemptive right or other restriction.
“Material Adverse Effect” shall have the meaning assigned to such term in Section 
3.1(b).
“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury 
Department.
(x)
“OSC Rule 72-503” means the Ontario Securities Commission Rule 72-503 
– Distributions Outside Canada, as such instrument is in effect as of the date of this 
Agreement.
“Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, 
without limitation, an informal investigation or partial proceeding, such as a deposition), 
whether commenced or threatened.
“Prospectus” means the base prospectus contained in the Registration Statement at 
the first time that the Registration Statement became effective.

3
“Prospectus Supplement” means the supplement to the Prospectus with respect to 
the Shares complying with Rule 424(b) of the Securities Act that is filed with the 
Commission.
“Registration Statement” means the effective registration statement with 
Commission File No. 333-273853 (including the documents and information incorporated 
by reference therein or otherwise deemed to be part thereof), which registers $150,000,000 
of securities of the Company.
“Required Approvals” shall have the meaning ascribed to such term in Section 
3.1(e).
“Rule 424” means Rule 424 promulgated by the Commission pursuant to the 
Securities Act, as such Rule may be amended or interpreted from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having substantially the 
same purpose and effect as such Rule.
“SEC Reports” means all reports, schedules, forms, statements and other 
documents required to be filed by the Company under the Securities Act and the Exchange 
Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the 
date hereof, including the exhibits thereto and documents incorporated by reference 
therein, together with the Prospectus and the Prospectus Supplement.
“Securities” means the Shares, the Warrants and the Warrant Shares.
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Shares” means the 3,333,334 Common Shares issued or issuable to Purchaser 
pursuant to this Agreement (excluding the Warrant Shares).
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO 
under the Exchange Act (but shall not be deemed to include locating and/or borrowing 
Common Shares). 
 “Subscription Amount” means $10,000,002 in United States dollars and in 
immediately available funds.
“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, 
and shall, where applicable, also include any direct or indirect subsidiary of the Company 
formed or acquired after the date hereof.
“Trading Day” means a day on which the principal Trading Market is open for 
trading.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 

4
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing). 
“Transaction Documents” means this Agreement, the Warrant, all exhibits and 
schedules thereto and hereto and any other documents or agreements executed in 
connection with the transactions contemplated hereunder.
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company. 
“Warrant” means the Warrant delivered to Purchaser at the Closing in accordance 
with Section 2.2(a) hereof, which Warrant shall be initially exercisable for 3,333,334 
Common Shares, have an initial exercise price of $4.00 per Warrant Share and have a term 
of exercise equal to five years, in the form of Exhibit A attached hereto.
“Warrant Shares” means the Common Shares issuable upon exercise of the 
Warrant.
ARTICLE II.
PURCHASE AND SALE
2.1
Closing.  On the Closing Date, upon the terms and subject to the conditions set forth 
herein, substantially concurrent with the execution and delivery of this Agreement by the parties 
hereto, the Company agrees to sell, and Purchaser agrees to purchase, the Shares, together with 
the Warrant, for the Subscription Amount.  The Subscription Amount shall be made available for 
“Delivery Versus Payment” settlement with the Company or its designee. The Company shall 
deliver to Purchaser the Shares and a Warrant as determined pursuant to Section 2.2(a), and the 
Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the 
Closing.  Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 
2.3, the Closing shall occur at the offices of Katten or such other location as the parties shall 
mutually agree.  Settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) 
(i.e., on the Closing Date, the Company shall issue the Shares registered in Purchaser’s name and 
address and released by the Transfer Agent directly to the account identified by Purchaser, and 
payment therefor shall be made by Purchaser by wire transfer to the Company). 
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company 
shall deliver or cause to be delivered to Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided Purchaser with the Company’s 
wire instructions, on Company letterhead and executed by the Chief Executive 
Officer or Chief Financial Officer;

5
(iii)
a copy of the irrevocable instructions to the Transfer Agent 
instructing the Transfer Agent to deliver on an expedited basis via The Depository 
Trust Company Deposit/Withdrawal at Custodian system (“DWAC”) Common 
Shares, registered in the name of Purchaser or its prime broker;
(iv)
the Warrant registered in the name of Purchaser; and
(v)
the Prospectus and Prospectus Supplement (which may be delivered 
in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, Purchaser shall deliver or cause to be 
delivered to the Company the following:
(i)
this Agreement duly executed by Purchaser; and
(ii)
 Purchaser’s Subscription Amount, which shall be made available 
for “Delivery Versus Payment” settlement with the Company or its designee.
2.3
Closing Conditions. 
(a)
The obligations of the Company hereunder in connection with the Closing 
are subject to the following conditions being met or waived:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of 
Purchaser contained herein (unless made as of a specific date therein, in which case 
they shall be accurate as of such date); 
(ii)
all obligations, covenants and agreements of Purchaser required to 
be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by Purchaser of the items set forth in Section 2.2(b) of 
this Agreement; 
(iv)
the issue and sale of the Common Shares and Warrant shall be 
exempt from the requirement to file a prospectus in Canada and the requirement to 
deliver an offering memorandum under applicable Canadian securities legislation 
relating to the sale of such securities, or the Company having received such orders, 
consents or approvals as may be required to permit such sale without the 
requirement to file a prospectus or deliver an offering memorandum in Canda; and
(v)
all necessary regulatory approvals, including the conditional 
approval of the TSX Venture Exchange shall have been obtained.
(b)
The obligations of Purchaser hereunder in connection with the Closing are 
subject to the following conditions being met or waived by Purchaser listed on the 

6
signatures hereto as being obligated to purchase at least a majority in interest of the Shares 
to be issued hereunder:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of the 
Company contained herein (unless made as of a specific date therein, in which case 
they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required 
to be performed at or prior to the Closing Date shall have been performed; 
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) 
of this Agreement; 
(iv)
there shall have been no Material Adverse Effect with respect to the 
Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Common 
Shares shall not have been suspended by the Commission or the Company’s 
principal Trading Market, and, at any time prior to the Closing Date, trading in 
securities generally as reported by Bloomberg L.P. shall not have been suspended 
or limited, or minimum prices shall not have been established on securities whose 
trades are reported by such service, or on any Trading Market, nor shall a banking 
moratorium have been declared either by the United States or New York State 
authorities nor shall there have occurred any material outbreak or escalation of 
hostilities or other national or international calamity of such magnitude in its effect 
on, or any material adverse change in, any financial market which, in each case, in 
the reasonable judgment of Purchaser, makes it impracticable or inadvisable to 
purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company.  Except as described in the SEC 
Reports, the Company hereby makes the following representations and warranties to Purchaser:
(a)
Subsidiaries.  All of the direct and indirect subsidiaries of the Company are 
set forth in the SEC Reports.  The Company owns, directly or indirectly, all of share capital 
or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued 
and outstanding share capital of each Subsidiary are validly issued and are fully paid, non-
assessable and free of preemptive and similar rights to subscribe for or purchase securities.  
(a)
Organization and Qualification.  The Company and each of the Subsidiaries 
is an entity duly incorporated or otherwise organized, validly existing and in good standing 
(if applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation or 
organization, with the requisite power and authority to own and use its properties and assets 
and to carry on its business as currently conducted.  Neither the Company nor any 

7
Subsidiary is in material violation or default of any of the provisions of its respective 
certificate or articles of incorporation, memorandum and articles of association, bylaws or 
other organizational or charter documents.  Each of the Company and the Subsidiaries is 
duly qualified to conduct business and is in good standing as a foreign corporation or other 
entity in each jurisdiction in which the nature of the business conducted or property owned 
by it makes such qualification necessary, except where the failure to be so qualified or in 
good standing, as the case may be, could not have or reasonably be expected to result in: 
(i) a material adverse effect on the legality, validity or enforceability of any Transaction 
Document, (ii) a material adverse effect on the results of operations, assets, business or 
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, 
or (iii) a material adverse effect on the Company’s ability to perform in any material respect 
on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a 
“Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction 
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and 
authority or qualification.
(b)
Authorization; Enforcement.  The Company has the requisite corporate 
power and authority to enter into and to consummate the transactions contemplated by this 
Agreement and each of the other Transaction Documents and otherwise to carry out its 
obligations hereunder and thereunder.  The execution and delivery of this Agreement and 
each of the other Transaction Documents by the Company and the consummation by it of 
the transactions contemplated hereby and thereby have been duly authorized by all 
necessary action on the part of the Company and no further action is required by the 
Company, the Board of Directors or the Company’s shareholders in connection herewith 
or therewith, other than in connection with the Required Approvals.  This Agreement and 
each other Transaction Document to which it is a party has been (or upon delivery will 
have been) duly executed by the Company and, when delivered in accordance with the 
terms hereof and thereof, will constitute the valid and binding obligation of the Company 
enforceable against the Company in accordance with its terms, except (i) as limited by 
general equitable principles and applicable bankruptcy, insolvency, reorganization, 
moratorium and other laws of general application affecting enforcement of creditors’ rights 
generally, (ii) as limited by laws relating to the availability of specific performance, 
injunctive relief or other equitable remedies and (iii) insofar as indemnification and 
contribution provisions may be limited by applicable law or public policy.
(c)
No Conflicts.  The execution, delivery and performance by the Company of 
this Agreement and the other Transaction Documents to which it is a party, the issuance 
and sale of the Securities and the consummation by it of the transactions contemplated 
hereby and thereby do not and will not (i) conflict with or violate any provision of the 
Company’s or any Subsidiary’s certificate or articles of incorporation, memorandum and 
articles of association, bylaws or other organizational or charter documents, or (ii) conflict 
with, or constitute a default (or an event that with notice or lapse of time or both would 
become a default) under, result in the creation of any Lien upon any of the properties or 
assets of the Company or any Subsidiary, or give to others any rights of termination, 
amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or 
without notice, lapse of time or both) of, any agreement, credit facility, debt or other 
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding 

8
to which the Company or any Subsidiary is a party or by which any property or asset of the 
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, 
conflict with or result in a violation of any law, rule, regulation, order, judgment, 
injunction, decree or other restriction of any court or governmental authority to which the 
Company or a Subsidiary is subject (including federal and state securities laws and 
regulations), or by which any property or asset of the Company or a Subsidiary is bound 
or affected, except in the case of each of clauses (ii) and (iii), such as would not have or 
reasonably be expected to result in a Material Adverse Effect.
(d)
Filings, Consents and Approvals.  The Company is not required to obtain 
any consent, waiver, authorization or order of, give any notice to, or make any filing or 
registration with, any court or other federal, state, local or other governmental authority or 
other Person in connection with the execution, delivery and performance by the Company 
of the Transaction Documents, other than: (i) the filing with the Commission of the 
Prospectus Supplement and a Current Report on Form 6-K, including the Transaction 
Documents as exhibits thereto, and (ii) application(s) to each applicable Trading Market 
for the listing of the Shares and Warrant Shares for trading thereon in the time and manner 
required thereby (collectively, the “Required Approvals”).
(e)
Issuance of the Securities; Registration.  The Securities are duly authorized 
and, when issued and paid for in accordance with the applicable Transaction Document(s), 
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens 
imposed by the Company.  The Warrant Shares, when issued in accordance with the terms 
of the Warrant, will be validly issued fully paid and nonassessable, free and clear of all 
Liens imposed by the Company. The Company has reserved from its duly authorized share 
capital the maximum number of Common Shares issuable pursuant to this Agreement and 
the Warrant. The Company has prepared and filed the Registration Statement in conformity 
with the requirements of the Securities Act, which became effective on August 18, 2023 
(the “Effective Date”), including the Prospectus, and such amendments and supplements 
thereto as may have been required to the date of this Agreement.  The Registration 
Statement is effective under the Securities Act and no stop order preventing or suspending 
the effectiveness of the Registration Statement or suspending or preventing the use of the 
Prospectus has been issued by the Commission and no proceedings for that purpose have 
been instituted or, to the knowledge of the Company, are threatened by the Commission.  
The Company, if required by the rules and regulations of the Commission, shall file the 
Prospectus Supplement with the Commission pursuant to Rule 424(b).  At the time the 
Registration Statement and any amendments thereto became effective, at the date of this 
Agreement and at the Closing Date, the Registration Statement and any amendments 
thereto conformed and will conform in all material respects to the requirements of the 
Securities Act and did not and will not contain any untrue statement of a material fact or 
omit to state any material fact required to be stated therein or necessary to make the 
statements therein not misleading; and the Prospectus and any amendments or supplements 
thereto, at the time the Prospectus or any amendment or supplement thereto was issued and 
at the Closing Date, conformed and will conform in all material respects to the 
requirements of the Securities Act and did not and will not contain an untrue statement of 
a material fact or omit to state a material fact necessary in order to make the statements 
therein, in the light of the circumstances under which they were made, not misleading. The 

9
Company was at the time of the filing of the Registration Statement eligible to use Form 
F-3, and The Company currently is eligible to use Form F-3 under the Securities Act 
pursuant to General Instruction I.B.1 of Form F-3.
(f)
Capitalization.  The Company has not issued any Common Shares or 
Common Share Equivalents since its most recently filed SEC Report, other than pursuant 
to the exercise of employee share options under the Company’s equity incentive plans, the 
issuance of Common Shares and Common Share Equivalents to officers, employees, 
directors and/or consultants pursuant to the Company’s employee share purchase plans and 
pursuant to the Company’s equity incentive compensation plans (including upon 
conversion and/or exercise of Common Stock Equivalents previously issued thereunder).  
No Person has any right of first refusal, preemptive right, right of participation, or any 
similar right to participate in the transactions contemplated by the Transaction Documents.  
The issuance and sale of the Securities will not obligate the Company or any Subsidiary to 
issue Common Shares or other securities to any Person (other than Purchaser). There are 
no outstanding securities or instruments of the Company or any Subsidiary with any 
provision that adjusts the exercise, conversion, exchange or reset price of such security or 
instrument upon an issuance of securities by the Company or any Subsidiary.  There are no 
outstanding securities or instruments of the Company or any Subsidiary that contain any 
redemption or similar provisions, and there are no contracts, commitments, understandings 
or arrangements by which the Company or any Subsidiary is or may become bound to 
redeem a security of the Company or such Subsidiary. All of the outstanding Common 
Shares of the Company are duly authorized, validly issued, fully paid and nonassessable, 
has been issued in compliance with all applicable securities laws, and none of such 
outstanding shares was issued in violation of any preemptive rights or similar rights to 
subscribe for or purchase securities.  No further approval or authorization of any 
shareholder, the Board of Directors or others is required for the issuance and sale of the 
Securities.  There are no shareholders agreements, voting agreements or other similar 
agreements with respect to the Company’s share capital to which the Company is a party 
or, to the knowledge of the Company, between or among any of the Company’s 
shareholders.
(g)
Litigation.   Except as set forth in the SEC Reports, there is no action, suit, 
inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of 
the Company, threatened against or affecting the Company, any Subsidiary or any of their 
respective properties before or by any court, arbitrator, governmental or administrative 
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an 
“Action”).  
(h)
Certain Fees.  No brokerage or finder’s fees or commissions are or will be 
payable by the Company or any Subsidiary to any broker, financial advisor or consultant, 
finder, placement agent, investment banker, bank or other Person with respect to the 
transactions contemplated by the Transaction Documents.  Purchaser shall have no 
obligation with respect to any fees or with respect to any claims made by or on behalf of 
other Persons for fees of a type contemplated in this Section that may be due in connection 
with the transactions contemplated by the Transaction Documents.

10
(i)
Investment Company. The Company is not, and is not an Affiliate of, and 
immediately after receipt of payment for the Securities, will not be required to register as 
an “investment company” within the meaning of the Investment Company Act of 1940, as 
amended.  
(j)
Listing and Maintenance Requirements.  The Common Shares are 
registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no 
action designed to, or which to its knowledge is likely to have the effect of, terminating the 
registration of the Common Shares under the Exchange Act nor has the Company received 
any notification that the Commission is contemplating terminating such registration.  The 
Company has not, in the 12 months preceding the date hereof, received notice from any 
Trading Market on which the Common Shares are or have been listed or quoted to the 
effect that the Company is not in compliance with the listing or maintenance requirements 
of such Trading Market. The Company is, and has no reason to believe that it will not in 
the foreseeable future continue to be, in compliance with all such listing and maintenance 
requirements. The Common Shares are currently eligible for electronic transfer through the 
Depository Trust Company or another established clearing corporation.
(k)
Office of Foreign Assets Control.  Neither the Company nor any Subsidiary 
nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the 
Company or any Subsidiary is currently subject to any U.S. sanctions administered by the 
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
3.2
Representations and Warranties of Purchaser.  Purchaser hereby represents and 
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless made 
as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority.  Purchaser is an entity duly incorporated or 
formed, validly existing and in good standing under the laws of the jurisdiction of its 
incorporation or formation with full right, corporate, partnership, limited liability company or 
similar power and authority to enter into and to consummate the transactions contemplated by 
the Transaction Documents and otherwise to carry out its obligations hereunder and 
thereunder. The execution and delivery of the Transaction Documents and performance by 
Purchaser of the transactions contemplated by the Transaction Documents have been duly 
authorized by all necessary corporate, partnership, limited liability company or similar action, 
as applicable, on the part of Purchaser.  Each Transaction Document to which it is a party has 
been duly executed by Purchaser, and when delivered by Purchaser in accordance with the 
terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable 
against it in accordance with its terms, except: (i) as limited by general equitable principles 
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general 
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating 
to the availability of specific performance, injunctive relief or other equitable remedies and 
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements.   Purchaser is acquiring the Securities as 
principal for its own account and has no direct or indirect arrangement or understandings with 
any other persons to distribute or regarding the distribution of such Securities (this 

11
representation and warranty not limiting Purchaser’s right to sell the Securities in compliance 
with applicable federal and state securities laws).  Purchaser is acquiring the Securities 
hereunder in the ordinary course of its business. 
(c)
Experience of Purchaser.   Purchaser, either alone or together with its 
representatives, has such knowledge, sophistication and experience in business and financial 
matters so as to be capable of evaluating the merits and risks of the prospective investment in 
the Securities, and has so evaluated the merits and risks of such investment.  Purchaser is able 
to bear the economic risk of an investment in the Securities and, at the present time, is able to 
afford a complete loss of such investment.
(d)
Access to Information. Purchaser acknowledges that it has had the 
opportunity to review the Transaction Documents (including all exhibits and schedules 
thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions 
as it has deemed necessary of, and to receive answers from, representatives of the Company 
concerning the terms and conditions of the offering of the Securities and the merits and risks 
of investing in the Securities; (ii) access to information about the Company and its financial 
condition, results of operations, business, properties, management and prospects sufficient to 
enable it to evaluate its investment; and (iii) the opportunity to obtain such additional 
information that the Company possesses or can acquire without unreasonable effort or expense 
that is necessary to make an informed investment decision with respect to the investment.  
(e)
Certain Transactions and Confidentiality.  Other than consummating the 
transactions contemplated hereunder, Purchaser has not, nor has any Person acting on behalf 
of or pursuant to any understanding with Purchaser, directly or indirectly executed any 
purchases or sales, including Short Sales, of the securities of the Company during the period 
commencing as of the time that Purchaser first received a term sheet (written or oral) from the 
Company or any other Person representing the Company setting forth the material pricing 
terms of the transactions contemplated hereunder and ending immediately prior to the 
execution hereof. Other than to other Persons party to this Agreement or to Purchaser’s 
representatives, including, without limitation, its officers, directors, partners, legal and other 
advisors, employees, agents and Affiliates, Purchaser has maintained the confidentiality of all 
disclosures made to it in connection with this transaction (including the existence and terms 
of this transaction).  Notwithstanding the foregoing, for the avoidance of doubt, nothing 
contained herein shall constitute a representation or warranty, or preclude any actions, with 
respect to locating or borrowing shares in order to effect Short Sales or similar transactions in 
the future.
(f)
Reliance on OSC Rule 72-503. Purchaser and, if applicable, any Person 
acting on behalf of or pursuant to any understanding with Purchaser, is not a resident of any 
province or territory of Canada and Purchaser acknowledges and confirms that:
i. the Company is relying on OSC Rule 72-503 to issue the Common Shares 
and Warrant to Purchaser in accordance with this Agreement;
ii. Purchaser has made the investment decision to purchase the Common 
Shares and Warrant in a jurisdiction outside of Canada, and the issuance 

12
and purchase thereof will comply with the requirements of the applicable 
securities laws of such jurisdiction;
iii. Purchaser is not purchasing the Common Shares and Warrant in a 
transaction or series of transactions that is a part of a plan or scheme to 
avoid the prospectus requirements of applicable Canadian securities laws 
in connection with a distribution to a person or company in Canada; and
iv. all directors, officers, managers, or persons responsible for the control and 
direction of Purchaser, including all persons responsible for making 
investment decisions relating to the Shares and Warrant purchased pursuant 
to this Agreement are located in, and have their principal place of business 
located in, a jurisdiction outside of Canada.
(g)
Residency. Purchaser's residence (if an individual) or offices in which its 
investment decision with respect to the Securities was made (if an entity) are located at the 
address immediately below the Purchaser's name on its signature page hereto.
(h)
Foreign Purchasers. If Purchaser is not a United States person (as defined 
by Section 7701(a)(30) of the Code), Purchaser hereby represents that it has satisfied itself as 
to the full observance of the laws of its jurisdiction in connection with any invitation to 
subscribe for the Securities or any use of this Agreement, including (a) the legal requirements 
within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions 
applicable to such purchase or acquisition, (c) any government or other consents that may 
need to be obtained, and (d) the income tax and other tax consequences, if any, that may be 
relevant to the purchase, holding, redemption, sale or transfer of the Securities. Purchaser's 
subscription and payment for and continued beneficial ownership of the Securities will not 
violate any applicable securities or other laws of the Purchaser's jurisdiction.
The Company acknowledges and agrees that the representations contained in this Section 3.2 shall 
not modify, amend or affect Purchaser’s right to rely on the Company’s representations and 
warranties contained in this Agreement or any representations and warranties contained in any 
other Transaction Document or any other document or instrument executed and/or delivered in 
connection with this Agreement or the consummation of the transactions contemplated hereby. 
Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall 
constitute a representation or warranty, or preclude any actions, with respect to locating or 
borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1   No Legends.  The Common Shares and the Warrant shall be issued free of any 
restrictive legends, and except as otherwise provided in the Warrant, the Warrant Shares shall be 
issued free of any restrictive legends in the United States. 
4.2  Use of Proceeds.  The Company shall use the net proceeds from the sale of the 
Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the 
satisfaction of any portion of the Company’s debt (other than payment of trade payables in the 

13
ordinary course of the Company’s business and prior practices), (b) for the redemption of any 
Common Shares or Common Share Equivalents, (c) for the settlement of any outstanding litigation 
or (d) in violation of FCPA or OFAC regulations.
4.3
Reservation of Common Shares. As of the date hereof, the Company has reserved 
and the Company shall continue to reserve and keep available at all times, free of preemptive 
rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue 
Common Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the 
Warrant.   
4.4
Listing of Common Shares. The Company shall apply to list or quote all of the 
Shares and Warrant Shares on the principal Trading Market for the Common Shares and promptly 
secure the listing of all of the Shares and Warrant Shares on such Trading Markets. The Company 
further agrees, if the Company applies to have the Common Shares traded on any other Trading 
Market, it will then include in such application all of the Shares and Warrant Shares, and will take 
such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted 
on such other Trading Market as promptly as reasonably possible. The Company agrees to 
maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust 
Company or another established clearing corporation, including, without limitation, by timely 
payment of fees to the Depository Trust Company or such other established clearing corporation 
in connection with such electronic transfer.
4.5 Certain Transactions and Confidentiality.  Purchaser covenants that neither it nor any 
Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases 
or sales, including Short Sales of any of the Company’s securities during the period commencing 
with the execution of this Agreement and ending at such time that the transactions contemplated 
by this Agreement are first publicly announced pursuant to the initial press release.   Purchaser 
covenants that until such time as the transactions contemplated by this Agreement are publicly 
disclosed by the Company pursuant to the initial press release, Purchaser will maintain the 
confidentiality of the existence and terms of this transaction.  
ARTICLE V.
MISCELLANEOUS
5.1
Termination.  This Agreement may be terminated by Purchaser by written notice to 
the Company, if the Closing has not been consummated on or before the fifth (5th) Trading Day 
following the date hereof; provided, however, that no such termination will affect the right of any 
party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses.  Except as expressly set forth in the Transaction Documents to 
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and 
other experts, if any, and all other expenses incurred by such party incident to the negotiation, 
preparation, execution, delivery and performance of this Agreement.  The Company shall pay all 
Transfer Agent fees (including, without limitation, any fees required for same-day processing of 
any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), 
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to 
Purchaser.

14
5.3
Entire Agreement.  The Transaction Documents, together with the exhibits and 
schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding 
of the parties with respect to the subject matter hereof and thereof and supersede all prior 
agreements, understandings, representations and warranties, oral or written, with respect to such 
matters, which the parties acknowledge have been merged into such documents, exhibits and 
schedules.
5.4
Notices.  Any and all notices or other communications or deliveries required or 
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on 
the earliest of: (a) the time of transmission, if such notice or communication is delivered via email 
attachment at the email address as set forth on the signature pages attached hereto at or prior to 
5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of 
transmission, if such notice or communication is delivered via email attachment at the email 
address as set forth on the signature pages attached hereto on a day that is not a Trading Day or 
later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day 
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or 
(d) upon actual receipt by the party to whom such notice is required to be given, in each case to 
the Party to be notified at the following address:  
To the Company:
POET Technologies Inc.
120 Eglinton Avenue East, Suite 1107
Toronto, Ontario M4P 1E2
Attn: Suresh Venkatesan
Email: svv@poet-technologies.com 
with a copy to (which shall not constitute notice):
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attn: 
Mark D. Wood
Elizabeth C. McNichol
Email: 
mark.wood@katten.com
Elizabeth.mcnichol@katten.com
Bennett Jones LLP
3400 One First Canadian Place, 100 King Street West
Toronto, Ontario M5X 1A4
Attn: James Clare
Christopher Doucet
Email: clarej@bennetjones.com
doucetc@bennettjones.com
To Purchaser:
MMCAP International Inc. SPC
94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand

15
Cayman KY1-1108 Cayman Islands
Attention: Hillel Meltz
Email:      hmeltz@mmcap.ky
5.5
Amendments; Waivers.  No provision of this Agreement may be waived, modified, 
supplemented or amended except in a written instrument signed, in the case of an amendment, by 
the Company and Purchaser.  No waiver of any default with respect to any provision, condition or 
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver 
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor 
shall any delay or omission of any party to exercise any right hereunder in any manner impair the 
exercise of any such right. 
5.6
Headings; Rules of Construction.  The headings herein are for convenience only, 
do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the 
provisions hereof.
5.7
Successors and Assigns.  This Agreement shall be binding upon and inure to the 
benefit of the parties and their successors and permitted assigns.  The Company may not assign 
this Agreement or any rights or obligations hereunder without the prior written consent of  
Purchaser (other than by merger).  Purchaser may not, prior to the Closing, assign this Agreement 
or any rights or obligations hereunder without the prior written consent of the Company. Following 
the Closing, Purchaser may assign its rights under this Agreement to any Person to whom 
Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be 
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents 
that apply to the “Purchaser.”
5.8
No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the 
parties hereto and their respective successors and permitted assigns and is not for the benefit of, 
nor may any provision hereof be enforced by, any other Person.
5.9 Governing Law.  All questions concerning the construction, validity, enforcement and 
interpretation of the Transaction Documents, and all other matters relating to the Transaction 
Documents, shall be governed by and construed and enforced in accordance with the internal laws 
of the state of New York, without regard to the principles of conflicts of law thereof that would 
result in the application of the laws of any other jurisdiction.  Each party agrees that all legal 
Proceedings concerning the interpretations, enforcement and defense of the transactions 
contemplated by the Transaction Documents, and any other Proceedings arising thereunder or in 
connection with the transactions contemplated thereby (whether brought against a party hereto or 
its respective affiliates, directors, officers, shareholders, partners, members, employees or agents), 
shall be commenced exclusively in the state and federal courts sitting in the city of New York.  
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts 
sitting in the city of New York, Borough of Manhattan for the adjudication of any dispute 
hereunder or in connection herewith or with any transaction contemplated hereby or discussed 
herein (including with respect to the enforcement of any of the Transaction Documents), and 
hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it 
is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is 

16
improper or is an inconvenient venue for such Proceeding.  Each party hereby irrevocably waives 
personal service of process and consents to process being served in any such Action or Proceeding 
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of 
delivery) to such party at the address in effect for notices to it under this Agreement and agrees 
that such service shall constitute good and sufficient service of process and notice thereof.  
5.10
Survival.  The representations and warranties contained herein shall survive the 
Closing and the delivery of the Securities.
5.11
Execution.  This Agreement may be executed in two or more counterparts, all of 
which when taken together shall be considered one and the same agreement and shall become 
effective when counterparts have been signed by each party and delivered to each other party, it 
being understood that the parties need not sign the same counterpart.  In the event that any signature 
is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and 
binding obligation of the party executing (or on whose behalf such signature is executed) with the 
same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability.  If any term, provision, covenant or restriction of this Agreement is 
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder 
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and 
effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their 
commercially reasonable efforts to find and employ an alternative means to achieve the same or 
substantially the same result as that contemplated by such term, provision, covenant or restriction. 
It is hereby stipulated and declared to be the intention of the parties that they would have executed 
the remaining terms, provisions, covenants and restrictions without including any of such that may 
be hereafter declared invalid, illegal, void or unenforceable.
5.13
Replacement of Securities.  If any certificate or instrument evidencing any 
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in 
exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu 
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence 
reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new 
certificate or instrument under such circumstances shall also pay any reasonable third-party costs 
(including customary indemnity) associated with the issuance of such replacement Securities.
5.14
Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of 
any action or the expiration of any right required or granted herein shall not be a Business Day, 
then such action may be taken or such right may be exercised on the next succeeding Business 
Day.
5.15
Construction. The parties agree that each of them and/or their respective counsel 
have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the 
normal rule of construction to the effect that any ambiguities are to be resolved against the drafting 
party shall not be employed in the interpretation of the Transaction Documents or any amendments 
thereto. In addition, each and every reference to share prices and Common Shares in any 
Transaction Document shall be subject to adjustment for reverse and forward share sub-divisions, 
share capitalizations, share consolidations and other similar transactions of the Common Shares 

17
that occur after the date of this Agreement. Unless otherwise indicated or the context otherwise 
requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules, 
Appendices or Exhibits contained in or attached to this Agreement, (b) words in the singular or 
plural include the singular and plural and pronouns stated in either the masculine, the feminine or 
neuter gender shall include the masculine, feminine and neuter, (c) the words “hereof,” “herein” 
and words of similar effect shall reference this Agreement in its entirety, and (d) the use of the 
word “including” in this Agreement shall be by way of example rather than limitation.
5.16
WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING 
IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, 
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST 
EXTENT 
PERMITTED 
BY 
APPLICABLE 
LAW, 
HEREBY 
ABSOLUTELY, 
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER 
TRIAL BY JURY. 
(Signature Pages Follow)

18
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.
POET TECHNOLOGIES INC.
By:__________________________________________
     Name: Thomas R. Mika
     Title:   Chief Financial Officer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

1
301640634
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “Agreement”) is dated as of September 25, 2024, 
between POET Technologies Inc., a company existing under laws of the Province of Ontario, 
Canada (the “Company”), and the purchaser identified on the signature pages hereto (“Purchaser”).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant 
to OSC Rule 72-503 (as defined below) and Regulation S under the Securities Act (as defined 
below) (“Regulation S”), the Company desires to issue and sell to Purchaser, and Purchaser desires 
to purchase from the Company, securities of the Company as more fully described in this 
Agreement.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this 
Agreement, and for other good and valuable consideration the receipt and adequacy of which are 
hereby acknowledged, the Company and Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1
 Definitions.  In addition to the terms defined elsewhere in this Agreement, for all 
purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Action” means any action, suit, inquiry, notice of violation, Proceeding or 
investigation before or by any court, arbitrator, governmental or administrative agency or 
regulatory authority (federal, state, county, local or foreign).
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person as 
such terms are used in and construed under Rule 405 under the Securities Act.  
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, 
“non-essential employee” or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day. 
“Closing” means the closing of the purchase and sale of the Securities pursuant to 
Section 2.1.
“Closing Date” means the Trading Day on which all of the Transaction Documents 
have been executed and delivered by the applicable parties thereto, and all conditions 
precedent to (i) Purchaser’s obligations to pay the Subscription Amount and (ii) the 

2
Company’s obligations to deliver the Securities, in each case, have been satisfied or 
waived, but in no event later than the first (1st) Trading Day following the date hereof.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares.
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.
“Katten” means Katten Muchin Rosenman LLP, with offices located at 575 
Madison Avenue, New York, New York 10022-2511.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first 
refusal, preemptive right or other restriction.
“Material Adverse Effect” shall have the meaning assigned to such term in Section 
3.1(b).
“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury 
Department.
“OSC Rule 72-503” means the Ontario Securities Commission Rule 72-503 – 
Distributions Outside Canada, as such instrument is in effect as of the date of this 
Agreement.
“Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim, suit, investigation or proceeding (including, 
without limitation, an informal investigation or partial proceeding, such as a deposition), 
whether commenced or threatened.
“Regulation S Certificate” shall have the meaning ascribed to such term in Section 
2.2(b)(ii).

3
“Required Approvals” shall have the meaning ascribed to such term in Section 
3.1(e).
“Rule 904” means Rule 904 of Regulation S promulgated by the Commission under 
the Securities Act, as such Rule may be amended or interpreted from time to time, or any 
similar rule or regulation hereafter adopted by the Commission having substantially the 
same purpose and effect as such Rule.
“SEC Reports” means all reports, schedules, forms, statements and other 
documents required to be filed by the Company under the Securities Act and the Exchange 
Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the 
date hereof, including the exhibits thereto and documents incorporated by reference 
therein.
“Securities” means the Shares, the Warrant and the Warrant Shares.
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Shares” means the 4,000,000 Common Shares issued or issuable to Purchaser 
pursuant to this Agreement (excluding the Warrant Shares).
“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO 
under the Exchange Act (but shall not be deemed to include locating and/or borrowing 
Common Shares). 
 “Subscription Amount” means $15,000,000 in United States dollars and in 
immediately available funds.
“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, 
and shall, where applicable, also include any direct or indirect subsidiary of the Company 
formed or acquired after the date hereof.
“Trading Day” means a day on which the principal Trading Market is open for 
trading.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing). 
“Transaction Documents” means this Agreement, the Warrant, all exhibits and 
schedules thereto and hereto and any other documents or agreements executed in 
connection with the transactions contemplated hereunder.

4
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company. 
“Warrant” means the Warrant delivered to Purchaser at the Closing in accordance 
with Section 2.2(a) hereof, which Warrant shall be initially exercisable for 2,000,000 
Common Shares, have an initial exercise price of $5.00 per Warrant Share and have a term 
of exercise equal to five years, in the form of Exhibit A attached hereto.
“Warrant Shares” means the Common Shares issuable upon exercise of the 
Warrant.
ARTICLE II.
PURCHASE AND SALE
2.1
Closing.  On the Closing Date, upon the terms and subject to the conditions set forth 
herein, substantially concurrent with the execution and delivery of this Agreement by the parties 
hereto, the Company agrees to sell, and Purchaser agrees to purchase, the Shares, together with 
the Warrant, for the Subscription Amount.  The Subscription Amount shall be made available for 
“Delivery Versus Payment” (“DVP”) settlement with the Company or its designee. The Company 
shall deliver to Purchaser the Shares and a Warrant as determined pursuant to Section 2.2(a), and 
the Company and Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the 
Closing.  Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 
2.3, the Closing shall occur at the offices of Katten or such other location as the parties shall 
mutually agree.  Settlement of the Shares shall occur via “DVP” (i.e., on the Closing Date, the 
Company shall issue the Shares registered in Purchaser’s name and address and released by the 
Transfer Agent directly to the account identified by Purchaser, and payment therefor shall be made 
by Purchaser by wire transfer to the Company). 
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company 
shall deliver or cause to be delivered to Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided Purchaser with the Company’s 
wire instructions, on Company letterhead and executed by the Chief Executive 
Officer or Chief Financial Officer;
(iii)
a copy of the irrevocable instructions to the Transfer Agent 
instructing the Transfer Agent to deliver on an expedited basis via The Depository 
Trust Company Deposit/Withdrawal at Custodian system (“DWAC”) Common 
Shares, registered in the name of Purchaser or its prime broker; and
(iv)
the Warrant registered in the name of Purchaser.

5
(b)
On or prior to the Closing Date, Purchaser shall deliver or cause to be 
delivered to the Company the following:
(i)
this Agreement duly executed by Purchaser;
(ii)
A duly completed and executed copy of a Regulation S Purchaser 
Certificate (including the questionnaire and certifications included therein) in the 
form attached hereto as Exhibit B (the “Regulation S Certificate”); and
(iii)
 Purchaser’s Subscription Amount, which shall be made available 
for “DVP” settlement with the Company or its designee.
2.3
Closing Conditions. 
(a)
The obligations of the Company hereunder in connection with the Closing 
are subject to the following conditions being met or waived:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of 
Purchaser contained herein and the Regulation S Certificate (unless made as of a 
specific date therein, in which case they shall be accurate as of such date); 
(ii)
all obligations, covenants and agreements of Purchaser required to 
be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by Purchaser of the items set forth in Section 2.2(b) of 
this Agreement; 
(iv)
the issue and sale of the Common Shares and Warrant shall be 
exempt from the requirement to file a prospectus in Canada and the requirement to 
deliver an offering memorandum under applicable Canadian securities legislation 
relating to the sale of such securities, or the Company having received such orders, 
consents or approvals as may be required to permit such sale without the 
requirement to file a prospectus or deliver an offering memorandum in Canada; and
(v)
all necessary regulatory approvals, including the conditional 
approval of the TSX Venture Exchange shall have been obtained.
(b)
The obligations of Purchaser hereunder in connection with the Closing are 
subject to the following conditions being met or waived by Purchaser listed on the 
signatures hereto as being obligated to purchase at least a majority in interest of the Shares 
to be issued hereunder:
(i)
the accuracy in all material respects (or, to the extent representations 
or warranties are qualified by materiality or Material Adverse Effect, in all respects) 
when made and on the Closing Date of the representations and warranties of the 

6
Company contained herein (unless made as of a specific date therein, in which case 
they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required 
to be performed at or prior to the Closing Date shall have been performed; 
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) 
of this Agreement; 
(iv)
there shall have been no Material Adverse Effect with respect to the 
Company since the date hereof; and
(v)
from the date hereof to the Closing Date, trading in the Common 
Shares shall not have been suspended by the Commission or the Company’s 
principal Trading Market, and, at any time prior to the Closing Date, trading in 
securities generally as reported by Bloomberg L.P. shall not have been suspended 
or limited, or minimum prices shall not have been established on securities whose 
trades are reported by such service, or on any Trading Market, nor shall a banking 
moratorium have been declared either by the United States or New York State 
authorities nor shall there have occurred any material outbreak or escalation of 
hostilities or other national or international calamity of such magnitude in its effect 
on, or any material adverse change in, any financial market which, in each case, in 
the reasonable judgment of Purchaser, makes it impracticable or inadvisable to 
purchase the Securities at the Closing.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of the Company.  Except as described in the SEC 
Reports, the Company hereby makes the following representations and warranties to Purchaser:
(a)
Subsidiaries.  All of the direct and indirect subsidiaries of the Company are 
set forth in the SEC Reports.  The Company owns, directly or indirectly, all of share capital 
or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued 
and outstanding share capital of each Subsidiary are validly issued and are fully paid, non-
assessable and free of preemptive and similar rights to subscribe for or purchase securities.  
(a)
Organization and Qualification.  The Company and each of the Subsidiaries 
is an entity duly incorporated or otherwise organized, validly existing and in good standing 
(if applicable in such jurisdiction) under the laws of the jurisdiction of its incorporation or 
organization, with the requisite power and authority to own and use its properties and assets 
and to carry on its business as currently conducted.  Neither the Company nor any 
Subsidiary is in material violation or default of any of the provisions of its respective 
certificate or articles of incorporation, memorandum and articles of association, bylaws or 
other organizational or charter documents.  Each of the Company and the Subsidiaries is 
duly qualified to conduct business and is in good standing as a foreign corporation or other 
entity in each jurisdiction in which the nature of the business conducted or property owned 
by it makes such qualification necessary, except where the failure to be so qualified or in 

7
good standing, as the case may be, could not have or reasonably be expected to result in: 
(i) a material adverse effect on the legality, validity or enforceability of any Transaction 
Document, (ii) a material adverse effect on the results of operations, assets, business or 
condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, 
or (iii) a material adverse effect on the Company’s ability to perform in any material respect 
on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a 
“Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction 
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and 
authority or qualification.
(b)
Authorization; Enforcement.  The Company has the requisite corporate 
power and authority to enter into and to consummate the transactions contemplated by this 
Agreement and each of the other Transaction Documents and otherwise to carry out its 
obligations hereunder and thereunder.  The execution and delivery of this Agreement and 
each of the other Transaction Documents by the Company and the consummation by it of 
the transactions contemplated hereby and thereby have been duly authorized by all 
necessary action on the part of the Company and no further action is required by the 
Company, the Board of Directors or the Company’s shareholders in connection herewith 
or therewith, other than in connection with the Required Approvals.  This Agreement and 
each other Transaction Document to which it is a party has been (or upon delivery will 
have been) duly executed by the Company and, when delivered in accordance with the 
terms hereof and thereof, will constitute the valid and binding obligation of the Company 
enforceable against the Company in accordance with its terms, except (i) as limited by 
general equitable principles and applicable bankruptcy, insolvency, reorganization, 
moratorium and other laws of general application affecting enforcement of creditors’ rights 
generally, (ii) as limited by laws relating to the availability of specific performance, 
injunctive relief or other equitable remedies and (iii) insofar as indemnification and 
contribution provisions may be limited by applicable law or public policy.
(c)
No Conflicts.  The execution, delivery and performance by the Company of 
this Agreement and the other Transaction Documents to which it is a party, the issuance 
and sale of the Securities and the consummation by it of the transactions contemplated 
hereby and thereby do not and will not (i) conflict with or violate any provision of the 
Company’s or any Subsidiary’s certificate or articles of incorporation, memorandum and 
articles of association, bylaws or other organizational or charter documents, or (ii) conflict 
with, or constitute a default (or an event that with notice or lapse of time or both would 
become a default) under, result in the creation of any Lien upon any of the properties or 
assets of the Company or any Subsidiary, or give to others any rights of termination, 
amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or 
without notice, lapse of time or both) of, any agreement, credit facility, debt or other 
instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding 
to which the Company or any Subsidiary is a party or by which any property or asset of the 
Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, 
conflict with or result in a violation of any law, rule, regulation, order, judgment, 
injunction, decree or other restriction of any court or governmental authority to which the 
Company or a Subsidiary is subject (including federal and state securities laws and 
regulations), or by which any property or asset of the Company or a Subsidiary is bound 

8
or affected, except in the case of each of clauses (ii) and (iii), such as would not have or 
reasonably be expected to result in a Material Adverse Effect.
(d)
Filings, Consents and Approvals.  The Company is not required to obtain 
any consent, waiver, authorization or order of, give any notice to, or make any filing or 
registration with, any court or other federal, state, local or other governmental authority or 
other Person in connection with the execution, delivery and performance by the Company 
of the Transaction Documents, other than: (i) the filing with the Commission of  a Current 
Report on Form 6-K, including the Transaction Documents as exhibits thereto, and (ii) 
application(s) to each applicable Trading Market for the listing of the Shares and Warrant 
Shares for trading thereon in the time and manner required thereby (collectively, the 
“Required Approvals”).
(e)
Issuance of the Securities.  The Securities are duly authorized and, when 
issued and paid for in accordance with the applicable Transaction Document(s), will be 
duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed 
by the Company.  The Warrant Shares, when issued in accordance with the terms of the 
Warrant, will be validly issued fully paid and nonassessable, free and clear of all Liens 
imposed by the Company. The Company has reserved from its duly authorized share 
capital the maximum number of Common Shares issuable pursuant to this Agreement and 
the Warrant. 
(f)
Capitalization.  The Company has not issued any Common Shares or 
Common Share Equivalents since its most recently filed SEC Report, other than pursuant 
to the exercise of employee share options under the Company’s equity incentive plans, the 
issuance of Common Shares and Common Share Equivalents to officers, employees, 
directors and/or consultants pursuant to the Company’s employee share purchase plans and 
pursuant to the Company’s equity incentive compensation plans (including upon 
conversion and/or exercise of Common Stock Equivalents previously issued thereunder).  
No Person has any right of first refusal, preemptive right, right of participation, or any 
similar right to participate in the transactions contemplated by the Transaction Documents.  
The issuance and sale of the Securities will not obligate the Company or any Subsidiary to 
issue Common Shares or other securities to any Person (other than Purchaser). There are 
no outstanding securities or instruments of the Company or any Subsidiary with any 
provision that adjusts the exercise, conversion, exchange or reset price of such security or 
instrument upon an issuance of securities by the Company or any Subsidiary.  There are no 
outstanding securities or instruments of the Company or any Subsidiary that contain any 
redemption or similar provisions, and there are no contracts, commitments, understandings 
or arrangements by which the Company or any Subsidiary is or may become bound to 
redeem a security of the Company or such Subsidiary. All of the outstanding Common 
Shares of the Company are duly authorized, validly issued, fully paid and nonassessable, 
has been issued in compliance with all applicable securities laws, and none of such 
outstanding shares was issued in violation of any preemptive rights or similar rights to 
subscribe for or purchase securities.  No further approval or authorization of any 
shareholder, the Board of Directors or others is required for the issuance and sale of the 
Securities.  There are no shareholders agreements, voting agreements or other similar 
agreements with respect to the Company’s share capital to which the Company is a party 

9
or, to the knowledge of the Company, between or among any of the Company’s 
shareholders.
(g)
Litigation.   Except as set forth in the SEC Reports or as would not 
reasonably be expected to result in a Material Adverse Effect, there is no action, suit, 
inquiry, notice of violation, Proceeding or investigation pending or, to the knowledge of 
the Company, threatened against or affecting the Company, any Subsidiary or any of their 
respective properties before or by any court, arbitrator, governmental or administrative 
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an 
“Action”).  
(h)
Certain Fees.  No brokerage or finder’s fees or commissions are or will be 
payable by the Company or any Subsidiary to any broker, financial advisor or consultant, 
finder, placement agent, investment banker, bank or other Person with respect to the 
transactions contemplated by the Transaction Documents.  Purchaser shall have no 
obligation with respect to any fees or with respect to any claims made by or on behalf of 
other Persons for fees of a type contemplated in this Section that may be due in connection 
with the transactions contemplated by the Transaction Documents.
(i)
Investment Company. The Company is not, and is not an Affiliate of, and 
immediately after receipt of payment for the Securities, will not be required to register as 
an “investment company” within the meaning of the Investment Company Act of 1940, as 
amended.  
(j)
Listing and Maintenance Requirements.  The Common Shares are 
registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no 
action designed to, or which to its knowledge is likely to have the effect of, terminating the 
registration of the Common Shares under the Exchange Act nor has the Company received 
any notification that the Commission is contemplating terminating such registration.  The 
Company has not, in the 12 months preceding the date hereof, received notice from any 
Trading Market on which the Common Shares are or have been listed or quoted to the 
effect that the Company is not in compliance with the listing or maintenance requirements 
of such Trading Market. The Company is, and has no reason to believe that it will not in 
the foreseeable future continue to be, in compliance with all such listing and maintenance 
requirements. The Common Shares are currently eligible for electronic transfer through the 
Depository Trust Company or another established clearing corporation.
(k)
Office of Foreign Assets Control.  Neither the Company nor any Subsidiary 
nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the 
Company or any Subsidiary is currently subject to any U.S. sanctions administered by the 
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). 
(l)
Foreign Private Issuer Status.  The Company is a “foreign issuer” (as defined 
in Rule 902(e) of Regulation S).

10
3.2
Representations and Warranties of Purchaser.  Purchaser hereby represents and 
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless made 
as of a specific date therein, in which case they shall be accurate as of such date):
(a)
Organization; Authority.  Purchaser is an entity duly incorporated or 
formed, validly existing and in good standing under the laws of the jurisdiction of its 
incorporation or formation with full right, corporate, partnership, limited liability company or 
similar power and authority to enter into and to consummate the transactions contemplated by 
the Transaction Documents and otherwise to carry out its obligations hereunder and 
thereunder. The execution and delivery of the Transaction Documents and performance by 
Purchaser of the transactions contemplated by the Transaction Documents have been duly 
authorized by all necessary corporate, partnership, limited liability company or similar action, 
as applicable, on the part of Purchaser.  Each Transaction Document to which it is a party has 
been duly executed by Purchaser, and when delivered by Purchaser in accordance with the 
terms hereof, will constitute the valid and legally binding obligation of Purchaser, enforceable 
against it in accordance with its terms, except: (i) as limited by general equitable principles 
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general 
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating 
to the availability of specific performance, injunctive relief or other equitable remedies and 
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements.   Purchaser understands, acknowledges 
and agrees that the Securities have not been registered under the Securities Act or any 
applicable state securities laws and may not be offered or sold in the United States or to U.S. 
persons (other than distributors) unless the Securities are registered under the Securities Act 
and any applicable state securities laws, or exemptions from such registration requirements 
are available. Purchaser is acquiring the Securities as principal for its own account and has no 
direct or indirect arrangement or understandings with any other persons to distribute or 
regarding the distribution of such Securities (this representation and warranty not limiting 
Purchaser’s right to sell the Securities in compliance with applicable federal and state 
securities laws).  Purchaser is acquiring the Securities hereunder in the ordinary course of its 
business. 
(c)
Experience of Purchaser.   Purchaser, either alone or together with its 
representatives, has such knowledge, sophistication and experience in business and financial 
matters so as to be capable of evaluating the merits and risks of the prospective investment in 
the Securities, and has so evaluated the merits and risks of such investment.  Purchaser is able 
to bear the economic risk of an investment in the Securities and, at the present time, is able to 
afford a complete loss of such investment.
(d)
Access to Information. Purchaser acknowledges that it has had the 
opportunity to review the Transaction Documents (including all exhibits and schedules 
thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions 
as it has deemed necessary of, and to receive answers from, representatives of the Company 
concerning the terms and conditions of the offering of the Securities and the merits and risks 
of investing in the Securities; (ii) access to information about the Company and its financial 
condition, results of operations, business, properties, management and prospects sufficient to 

11
enable it to evaluate its investment; and (iii) the opportunity to obtain such additional 
information that the Company possesses or can acquire without unreasonable effort or expense 
that is necessary to make an informed investment decision with respect to the investment.  
(e)
Certain Transactions and Confidentiality.  Other than consummating the 
transactions contemplated hereunder, Purchaser has not, nor has any Person acting on behalf 
of or pursuant to any understanding with Purchaser, directly or indirectly executed any 
purchases or sales, including Short Sales, of the securities of the Company during the period 
commencing as of the time that Purchaser first received a term sheet (written or oral) from the 
Company or any other Person representing the Company setting forth the material pricing 
terms of the transactions contemplated hereunder and ending immediately prior to the 
execution hereof. Other than to other Persons party to this Agreement or to Purchaser’s 
representatives, including, without limitation, its officers, directors, partners, legal and other 
advisors, employees, agents and Affiliates, Purchaser has maintained the confidentiality of all 
disclosures made to it in connection with this transaction (including the existence and terms 
of this transaction).  Notwithstanding the foregoing, for the avoidance of doubt, nothing 
contained herein shall constitute a representation or warranty, or preclude any actions, with 
respect to locating or borrowing shares in order to effect Short Sales or similar transactions in 
the future.
(f)
Reliance on OSC Rule 72-503. Purchaser and, if applicable, any Person 
acting on behalf of or pursuant to any understanding with Purchaser, is not a resident of any 
province or territory of Canada and Purchaser acknowledges and confirms that:
i. the Company is relying on OSC Rule 72-503 to issue the Common Shares 
and Warrant to Purchaser in accordance with this Agreement;
ii. Purchaser has made the investment decision to purchase the Common 
Shares and Warrant in a jurisdiction outside of Canada, and the issuance 
and purchase thereof will comply with the requirements of the applicable 
securities laws of such jurisdiction;
iii. Purchaser is not purchasing the Common Shares and Warrant in a 
transaction or series of transactions that is a part of a plan or scheme to 
avoid the prospectus requirements of applicable Canadian securities laws 
in connection with a distribution to a person or company in Canada; and
iv. all directors, officers, managers, or persons responsible for the control and 
direction of Purchaser, including all persons responsible for making 
investment decisions relating to the Shares and Warrant purchased pursuant 
to this Agreement are located in, and have their principal place of business 
located in, a jurisdiction outside of Canada.
(g)
Residency. Purchaser's residence (if an individual) or offices in which its 
investment decision with respect to the Securities was made (if an entity) are located at the 
address immediately below the Purchaser's name on its signature page hereto.

12
(h)
Purchaser Status. The Purchaser represents and warrants that (i) at the time 
it was offered the Securities it was not, as of the date hereof it is not, and on each date on 
which it exercises the Warrant it will not be, in the United States or a “U.S. Person” as that 
term is defined in Rule 902 of Regulation S, and it has, and will at all times have, executed 
all documents (including this Agreement and any notice in respect of exercises of the 
Warrant) outside of the United States.  The Purchaser has properly completed, executed and 
delivered to the Company the Regulation S Certificate (dated as of the date hereof), along 
with any applicable appendices to the Regulation S Certificate and the information contained 
therein is true and correct and the representations, warranties and covenants contained in the 
Regulation S Certificate will be true and correct (or complied with, as applicable) as of the 
date of execution of this Agreement, as at the Closing Date and as at the dates of any 
exercises of the Warrant. 
(i) Observance of Foreign Laws. Purchaser hereby represents that it has satisfied itself 
as to the full observance of the laws of its jurisdiction in connection with any invitation to 
subscribe for the Securities or any use of this Agreement, including (a) the legal requirements 
within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions 
applicable to such purchase or acquisition, (c) any government or other consents that may 
need to be obtained, and (d) the income tax and other tax consequences, if any, that may be 
relevant to the purchase, holding, redemption, sale or transfer of the Securities. Purchaser's 
subscription and payment for and continued beneficial ownership of the Securities will not 
violate any applicable securities or other laws of the Purchaser's jurisdiction.
The Company acknowledges and agrees that the representations contained in this Section 3.2 shall 
not modify, amend or affect Purchaser’s right to rely on the Company’s representations and 
warranties contained in this Agreement or any representations and warranties contained in any 
other Transaction Document or any other document or instrument executed and/or delivered in 
connection with this Agreement or the consummation of the transactions contemplated hereby. 
Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall 
constitute a representation or warranty, or preclude any actions, with respect to locating or 
borrowing shares in order to effect Short Sales or similar transactions in the future.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1   No Legends.  In reliance upon the representations and warranties of the Purchaser 
contained herein and in the Regulation S Certificate, the Common Shares and the Warrant shall be 
issued to the Purchaser free of any restrictive legends, and except as otherwise provided in the 
Warrant, the Warrant Shares shall be issued to the Purchaser, upon exercise of the Warrant thereby, 
free of any restrictive legends. 
4.2  Use of Proceeds.  The Company shall use the net proceeds from the sale of the 
Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the 
satisfaction of any portion of the Company’s debt (other than payment of trade payables in the 
ordinary course of the Company’s business and prior practices), (b) for the redemption of any 
Common Shares or Common Share Equivalents, (c) for the settlement of any outstanding litigation 
or (d) in violation of FCPA or OFAC regulations.

13
4.3
Reservation of Common Shares. As of the date hereof, the Company has reserved 
and the Company shall continue to reserve and keep available at all times, free of preemptive 
rights, a sufficient number of Common Shares for the purpose of enabling the Company to issue 
Common Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the 
Warrant.   
4.4
Listing of Common Shares. The Company shall apply to list or quote all of the 
Shares and Warrant Shares on the principal Trading Markets for the Common Shares and promptly 
secure the listing of all of the Shares and Warrant Shares on such Trading Markets. The Company 
further agrees, if the Company applies to have the Common Shares traded on any other Trading 
Market, it will then include in such application all of the Shares and Warrant Shares, and will take 
such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted 
on such other Trading Market as promptly as reasonably possible. The Company agrees to 
maintain the eligibility of the Common Shares for electronic transfer through the Depository Trust 
Company or another established clearing corporation, including, without limitation, by timely 
payment of fees to the Depository Trust Company or such other established clearing corporation 
in connection with such electronic transfer.
4.5 Certain Transactions and Confidentiality.  Purchaser covenants that neither it nor any 
Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases 
or sales, including Short Sales of any of the Company’s securities during the period commencing 
with the execution of this Agreement and ending at such time that the transactions contemplated 
by this Agreement are first publicly announced pursuant to the initial press release.   Purchaser 
covenants that until such time as the transactions contemplated by this Agreement are publicly 
disclosed by the Company pursuant to the initial press release, Purchaser will maintain the 
confidentiality of the existence and terms of this transaction.  
ARTICLE V.
MISCELLANEOUS
5.1
Termination.  This Agreement may be terminated by Purchaser by written notice to 
the Company, if the Closing has not been consummated on or before the fifth (5th) Trading Day 
following the date hereof; provided, however, that no such termination will affect the right of any 
party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses.  Except as expressly set forth in the Transaction Documents to 
the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and 
other experts, if any, and all other expenses incurred by such party incident to the negotiation, 
preparation, execution, delivery and performance of this Agreement.  The Company shall pay all 
Transfer Agent fees (including, without limitation, any fees required for same-day processing of 
any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), 
stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to 
Purchaser.
5.3
Entire Agreement.  The Transaction Documents, together with the exhibits and 
schedules thereto, contain the entire understanding of the parties with respect to the subject matter 
hereof and thereof and supersede all prior agreements, understandings, representations and 

14
warranties, oral or written, with respect to such matters, which the parties acknowledge have been 
merged into such documents, exhibits and schedules.
5.4
Notices.  Any and all notices or other communications or deliveries required or 
permitted to be provided hereunder shall be in writing and shall be deemed given and effective on 
the earliest of: (a) the time of transmission, if such notice or communication is delivered via email 
attachment at the email address as set forth on the signature pages attached hereto at or prior to 
5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of 
transmission, if such notice or communication is delivered via email attachment at the email 
address as set forth on the signature pages attached hereto on a day that is not a Trading Day or 
later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day 
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or 
(d) upon actual receipt by the party to whom such notice is required to be given, in each case to 
the Party to be notified at the following address:  
To the Company:
POET Technologies Inc.
120 Eglinton Avenue East, Suite 1107
Toronto, Ontario M4P 1E2
Attn: Suresh Venkatesan
Email: svv@poet-technologies.com 
with a copy to (which shall not constitute notice):
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
Attn: 
Mark D. Wood
Elizabeth C. McNichol
Email: 
mark.wood@katten.com
Elizabeth.mcnichol@katten.com
Bennett Jones LLP
3400 One First Canadian Place, 100 King Street West
Toronto, Ontario M5X 1A4
Attn: James Clare
Christopher Doucet
Email: clarej@bennetjones.com
doucetc@bennettjones.com
To Purchaser:
MMCAP International Inc. SPC
94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand
Cayman KY1-1108 Cayman Islands
Attention: Hillel Meltz
Email:      hmeltz@mmcap.ky

15
5.5
Amendments; Waivers.  No provision of this Agreement may be waived, modified, 
supplemented or amended except in a written instrument signed, in the case of an amendment, by 
the Company and Purchaser.  No waiver of any default with respect to any provision, condition or 
requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver 
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor 
shall any delay or omission of any party to exercise any right hereunder in any manner impair the 
exercise of any such right. 
5.6
Headings; Rules of Construction.  The headings herein are for convenience only, 
do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the 
provisions hereof.
5.7
Successors and Assigns.  This Agreement shall be binding upon and inure to the 
benefit of the parties and their successors and permitted assigns.  The Company may not assign 
this Agreement or any rights or obligations hereunder without the prior written consent of 
Purchaser (other than by merger).  Purchaser may not, prior to the Closing, assign this Agreement 
or any rights or obligations hereunder without the prior written consent of the Company. Following 
the Closing, Purchaser may assign its rights under this Agreement to any Person to whom 
Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be 
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents 
that apply to the “Purchaser.”
5.8
No Third-Party Beneficiaries.  This Agreement is intended for the benefit of the 
parties hereto and their respective successors and permitted assigns and is not for the benefit of, 
nor may any provision hereof be enforced by, any other Person.
5.9 Governing Law.  All questions concerning the construction, validity, enforcement and 
interpretation of the Transaction Documents, and all other matters relating to the Transaction 
Documents, shall be governed by and construed and enforced in accordance with the internal laws 
of the state of New York, without regard to the principles of conflicts of law thereof that would 
result in the application of the laws of any other jurisdiction.  Each party agrees that all legal 
Proceedings concerning the interpretations, enforcement and defense of the transactions 
contemplated by the Transaction Documents, and any other Proceedings arising thereunder or in 
connection with the transactions contemplated thereby (whether brought against a party hereto or 
its respective affiliates, directors, officers, shareholders, partners, members, employees or agents), 
shall be commenced exclusively in the state and federal courts sitting in the city of New York.  
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts 
sitting in the city of New York, Borough of Manhattan for the adjudication of any dispute 
hereunder or in connection herewith or with any transaction contemplated hereby or discussed 
herein (including with respect to the enforcement of any of the Transaction Documents), and 
hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it 
is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is 
improper or is an inconvenient venue for such Proceeding.  Each party hereby irrevocably waives 
personal service of process and consents to process being served in any such Action or Proceeding 
by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of 
delivery) to such party at the address in effect for notices to it under this Agreement and agrees 
that such service shall constitute good and sufficient service of process and notice thereof.  

16
5.10
Survival.  The representations and warranties contained herein shall survive the 
Closing and the delivery of the Securities.
5.11
Execution.  This Agreement may be executed in two or more counterparts, all of 
which when taken together shall be considered one and the same agreement and shall become 
effective when counterparts have been signed by each party and delivered to each other party, it 
being understood that the parties need not sign the same counterpart.  In the event that any signature 
is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and 
binding obligation of the party executing (or on whose behalf such signature is executed) with the 
same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability.  If any term, provision, covenant or restriction of this Agreement is 
held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder 
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and 
effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their 
commercially reasonable efforts to find and employ an alternative means to achieve the same or 
substantially the same result as that contemplated by such term, provision, covenant or restriction. 
It is hereby stipulated and declared to be the intention of the parties that they would have executed 
the remaining terms, provisions, covenants and restrictions without including any of such that may 
be hereafter declared invalid, illegal, void or unenforceable.
5.13
Replacement of Securities.  If any certificate or instrument evidencing any 
Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in 
exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu 
of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence 
reasonably satisfactory to the Company of such loss, theft or destruction.  The applicant for a new 
certificate or instrument under such circumstances shall also pay any reasonable third-party costs 
(including customary indemnity) associated with the issuance of such replacement Securities.
5.14
Saturdays, Sundays, Holidays, etc.
If the last or appointed day for the taking of 
any action or the expiration of any right required or granted herein shall not be a Business Day, 
then such action may be taken or such right may be exercised on the next succeeding Business 
Day.
5.15
Construction. The parties agree that each of them and/or their respective counsel 
have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the 
normal rule of construction to the effect that any ambiguities are to be resolved against the drafting 
party shall not be employed in the interpretation of the Transaction Documents or any amendments 
thereto. In addition, each and every reference to share prices and Common Shares in any 
Transaction Document shall be subject to adjustment for reverse and forward share sub-divisions, 
share capitalizations, share consolidations and other similar transactions of the Common Shares 
that occur after the date of this Agreement. Unless otherwise indicated or the context otherwise 
requires, (i) all references to Sections, Schedules or Exhibits are to Sections, Schedules, 
Appendices or Exhibits contained in or attached to this Agreement, (b) words in the singular or 
plural include the singular and plural and pronouns stated in either the masculine, the feminine or 
neuter gender shall include the masculine, feminine and neuter, (c) the words “hereof,” “herein” 

17
and words of similar effect shall reference this Agreement in its entirety, and (d) the use of the 
word “including” in this Agreement shall be by way of example rather than limitation.
5.16
WAIVER OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING 
IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, 
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST 
EXTENT 
PERMITTED 
BY 
APPLICABLE 
LAW, 
HEREBY 
ABSOLUTELY, 
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER 
TRIAL BY JURY. 
(Signature Pages Follow)

18
301640634
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase 
Agreement to be duly executed by their respective authorized signatories as of the date first 
indicated above.
POET TECHNOLOGIES INC.
By: 
     Name: Thomas R. Mika
     Title:   Chief Financial Officer
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 
 
 
 
 
 
EQUITY TRANSFER AGREEMENT 
IN RESPECT OF 
SUPER PHOTONICS INTEGRATED CIRCUIT XIAMEN CO., LTD. 
 
 
 
between 
QUANZHOU SAN’AN OPTICAL COMMUNICATION TECHNOLOGY CO., LTD. 
(as Seller) 
 
 
 
and 
 
POET TECHNOLOGIES INC.  
(as Buyer) 
 
 
 
 
 
 
 
Dated
 
31 December 2024

2 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECITALS 
(A) 
The Buyer and Xiamen San'an Integrated Circuit Co., Ltd. have entered into the Joint 
Venture Contract for the establishment of Super Photonics Xiamen Co., Ltd. dated 
October 21, 2020, which was novated, amended and supplemented from time to 
time, including a notice for assignment and a consent to assignment dated October 
12, 2023 whereby the Seller was assigned all the rights and obligations under the 
aforementioned agreement (the “Joint Venture Contract”). 
(B) 
Pursuant to the Joint Venture Contract, the Company was established with the Seller 
and the Buyer as its shareholders. 
(C) 
The Company has a registered capital of CNY 190,729,429.32. 
(D) 
Further particulars of the Company as at the date of this Agreement are set out in 
Schedule 1. 
(E) 
As at the date hereof, the Seller is the legal and beneficial owner of the Sale Equity. 
(F) 
The Seller has agreed to sell, and the Buyer has agreed to buy the Sale Equity subject 
to the terms and conditions of this Agreement. 
 
WHEREBY IT IS AGREED as follows: 
1. 
INTERPRETATION 
1.1 
Unless the context otherwise requires, the definitions and rules of interpretation in 
this clause apply in this Agreement. 
“Affiliate” means (i) as to any legal entity, any other legal entity which directly or indirectly 
controls, is controlled by, or is under common control with such person; and (ii) in respect of 
any individual, an immediate family member of such person being a spouse, child, sibling or 
parent. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
THIS AGREEMENT
 
dated
 
31 December 2024
 
is made between:
PARTIES
(1)
Quanzhou
 
San’an
 
Optical
 
Communication
 
Technology
 
Co.,
 
Ltd.,
 
a
 
company
 
with
 
limited 
liability
 
duly
 
incorporated
 
under
 
the
 
laws
 
of
 
the
 
PRC,
 
with
 
its
 
registered
 
address
 
at
 
No.2 
Lianshan Industrial Zone Gushan Village Shijing Town, Nan’an, Quanzhou City, Fujian Province,
China
 
(“Seller”);
and
(2)
POET Technologies Inc., a publicly listed Company duly formed and validly existing in Canada,
with its registered address of 120 Eglinton Avenue East, Suite # 1107, Toronto, Ontario, Canada 
(“Buyer”
 
or “POET”),
each a “Party” and collectively, the “Parties”.

3 
“Agent” has the meaning given to it in clause 5.4.  
“Amendment Agreement in respect of the Premise Lease Agreement and the Administrative 
Service Agreement” means an amendment agreement dated on or about the date hereof 
between the Company and Xiamen San'an Integrated Circuit Co., Ltd. in respect of (i) the 
premise lease agreement dated 1 January 2024 for the leasing of certain premises for the 
manufacturing and operation of the Company; and (ii) the administrative service agreement 
dated 1 January 2024 for the providing of certain services. 
“Business Day” means a day other than a Saturday, Sunday or public holiday in the United 
States of America, Canada or the PRC. 
“Buyer’s Solicitors” means Bird & Bird Shanghai Representative Office. 
“Buyer’s Warranties” means the warranties given by the Buyer pursuant to clause 6 and set 
out in Part 2 of Schedule 4. 
“Change of Shareholding Procedures” has the meaning given to it in clause 5.4. 
“Claim” means a claim for breach of any of the Warranties. 
“Company” means Super Photonics Integrated Circuit Xiamen Co., Ltd., a company 
incorporated 
and 
registered 
in 
PRC 
with 
company 
registration 
number 
91350200MA8RMHA22A whose registered office is at Room 729-13, 7th Floor, No. 510 Xin'ao 
Road, Xindian Town, Xiang'an District, Xiamen, PRC, further details of which are set out in 
Schedule 1.  
“Completion” means completion of the sale and purchase of the Sale Equity in accordance 
with this Agreement. 
“Completion Date” has the meaning given to it in clause 5.2. 
“Conditions” means the conditions to Completion, being the matters set out in clause 2.1 and 
clause 2.2. 
“Control” of a person means: 
(a) the direct or indirect ownership of shares representing more than 50 per cent of all  the 
issued shares in the capital of such person;  
(b) the power to appoint or control the appointment of at least half of the board of directors 
of such person; or  
(c) otherwise having the power, direct or indirect, to direct or to cause the direction of the 
management and policies of such person whether by contract, trusts, arrangements, 
agreements, other binding arrangements or otherwise, 
and “controlled” and “controlling” shall be construed accordingly. 
“Conversion Date” means the date falling 10 days after the date of receipt of the notice issued 
by the Seller in accordance with paragraph 3.3, Schedule 2 of this Agreement.  
“Conversion Shares” has the meaning given to it in paragraph 3 of Schedule 2. 
“Disclosed” means the information fully and fairly disclosed by a Party to the other Party prior 
to the Completion. 

4 
“Disclosure Letter” means if applicable, the disclosure letter setting out the matters qualifying 
Seller’s Warranties to be provided to Buyer on the date of this Agreement. 
“Encumbrance” means any interest or equity of any person (including any right to acquire, 
option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, 
hypothecation, security interest, title retention or any other security agreement or 
arrangement. 
“Equipment Purchase Agreement” means an agreement dated on or about the date hereof 
between the Seller as seller and the Buyer (or any of the Buyer’s Affiliates, as the case may be) 
as buyer in respect of the sale of purchase of certain equipment leased or otherwise used by 
the Company.  
“Financial Statement” means the statements signed off by the Buyer, the Seller and the 
Company upon the completion of the assessment and check of the Company's financial status 
as provided under a Memorandum of Understanding dated November 15, 2024 between the 
Buyer and the Seller.  
“Group” means in relation to a company, that company, any subsidiary undertaking or any 
parent undertaking from time to time of that company, and any subsidiary from time to time 
of a holding company of that company. Each company in a Group is a member of the Group.  
“Joint Venture Contract” has the meaning given to it in the recitals of this Agreement.  
“Longstop Date” means 31 December 2024, or such other date as may be agreed by the Buyer 
and the Seller in writing. 
“Losses” means all costs, claims, damages, liabilities, penalties, losses and expenses including, 
without limitation, all professional fees, legal costs (calculated on a full indemnity basis) and 
all costs and expenses incurred as a result of defending or settling a claim alleging a liability.  
“Permitted Encumbrance” means any Encumbrance for Tax and other charges by any 
governmental, regulatory or similar body or agency which is not due and payable. 
“PRC” or “China” means the People’s Republic of China. 
“Purchase Price” has the meaning given to it in Schedule 2. 
“RMB” or “¥” or “元” or “CNY” means the renminbi 人民币, the lawful currency of the PRC. 
“Sale Equity” means the equity interest of the Company held by the Seller, which represents 
24.8% of the registered capital of the Company. 
“SAMR” means the State Administration for Market Supervision (国家市场监督管理总局) of 
the PRC and/or its local branches.  
“Seller’s Warranties” means the warranties given by the Seller pursuant to clause 6 and set 
out in Part 1 of Schedule 4. 
“Tax” or “Taxation” means any and all forms of taxation, levy, duty, charge, contribution, 
withholding or impost of whatever nature (including any related fine, penalty, surcharge or 
interest) imposed, collected or assessed by, or payable to, any Tax Authority. 
“Tax Authority” any government, state or other fiscal, revenue, customs or excise authority, 
body or official anywhere in the world. 

5 
“Termination Agreements” means each of the following agreements: 
(a) the termination agreement in respect of the Joint Venture Contract between the Seller 
and the Buyer. 
(b) the termination agreement in respect of the SAIC Trademark and Name License 
Agreement dated 16 August 2022 between Xiamen San'an Integrated Circuit Co., Ltd. and 
the Company; and 
(c) the termination agreement in respect of the SAIC Supply Agreement dated 16 August 2022 
between Xiamen San'an Integrated Circuit Co., Ltd. and the Company.  
“Transaction” means the transaction contemplated by this Agreement or any part of that 
transaction. 
“Transaction Documents” means this Agreement, the Equipment Purchase Agreement, the 
Termination Agreements and any other document to be entered into pursuant to, arising from 
or connected to this Agreement or otherwise in connection with the Transaction. 
“USD”or “$” means the US dollar, the lawful currency of the United States of America. 
“Usual Business Hours” has the meaning given to it in clause 15.4. 
“Warranties” means the Seller’s Warranties and the Buyer’s Warranties. 
1.2 
Clause, Schedule and paragraph headings shall not affect the interpretation of this 
Agreement. 
1.3 
References to clauses and Schedules are to the clauses of and Schedules to this 
Agreement and references to paragraphs are to paragraphs of the relevant Schedule. 
1.4 
The Schedules form part of this Agreement and shall have effect as if set out in full in 
the body of this Agreement. Any reference to this Agreement includes the Schedules. 
1.5 
A reference to this Agreement or any other agreement or document referred to in 
this Agreement, is a reference to this Agreement or such other agreement or 
document as varied or novated (in each case, other than in breach of the provisions 
of this Agreement) from time to time. 
1.6 
Unless the context otherwise requires, words in the singular shall include the plural 
and the plural shall include the singular. 
1.7 
Unless the context otherwise requires, a reference to one gender shall include a 
reference to the other genders and the neutral. 
1.8 
A person includes a natural person, corporate or unincorporated body (whether or 
not having separate legal personality). 
1.9 
This Agreement shall be binding on and enure to the benefit of, the Parties to this 
Agreement and their respective successors and permitted assigns, and references to 
a Party shall include that Party’s successors and permitted assigns. 
1.10 
A reference to a company shall include any company, corporation or other body 
corporate, wherever and however incorporated or established. 
1.11 
Unless expressly provided otherwise in this Agreement, a reference to writing or 
written includes fax and email. 

6 
1.12 
Any words following the terms including, include, in particular, for example or any 
similar expression shall be construed as illustrative and shall not limit the sense of the 
words, description, definition, phrase or term preceding those terms. 
1.13 
References to applicable accounting standards refer to the China Accounting 
Standards as amended from time to time. 
1.14 
Where any accounting determination or calculation is required to be made under this 
Agreement or the Schedules hereto, such determination or calculation (unless 
otherwise provided) shall be made in accordance with generally accepted accounting 
principles, consistently applied, in China. 
1.15 
References to a document in agreed form are to that document in the form agreed 
by the Parties and initialled by them or on their behalf for identification. 
1.16 
Unless the context requires otherwise, a reference to any legislation or legislative 
provision includes: 
1.16.1 
such legislation or legislative provision as amended, extended or re-enacted from 
time to time; and 
1.16.2 
all subordinate legislation made from time to time under that legislation or 
legislative provision. 
1.17 
Any obligation on a Party not to do something includes an obligation not to allow that 
thing to be done. 
1.18 
All capitalised terms used in this Agreement shall have the meaning ascribed thereto 
in clause 1.1 above. For the avoidance of doubt, an identical term used in this 
Agreement and which is not capitalised shall not be ascribed the same meaning. 
2. 
CONDITIONS PRECEDENT 
2.1 
The obligation of the Seller to effect the Completion shall be subject to the following 
conditions, except to the extent waived by the Seller in accordance with clause 2.8: 
2.1.1 
The Buyer’s Warranties shall be true and correct as of the Completion Date as if 
made on and as of the Completion Date;  
2.1.2 
The Equipment Purchase Agreement shall have been duly executed by the Buyer;  
2.1.3 
The Financial Statements shall have been agreed and executed by the Parties and 
the Company; and 
2.1.4 
Any and all documents reasonably requested by the Seller, including without 
limitation the application documents that are required to complete the SAMR 
registration for registering the Buyer as the sole shareholder of the Company shall 
have been duly executed by the Buyer and/or the Company;  
2.1.5 
The termination agreement in respect of the Joint Venture Contract shall have been 
duly executed by the Buyer; and 
2.1.6 
The Buyer shall have performed the obligations and complied with the covenants 
set forth in this Agreement that are required to be performed or complied with by 
it at or prior to the Completion. 

7 
2.2 
The obligation of the Buyer to effect the Completion shall be subject to the following 
conditions, except to the extent waived by the Buyer in accordance with clause 2.8: 
2.2.1 
The Seller’s Warranties shall be true and correct in all material respect as of the 
Completion Date as if made on and as of the Completion Date; 
2.2.2 
The Financial Statements shall have been agreed and executed by the Parties and 
the Company; 
2.2.3 
The Equipment Purchase Agreement shall have been duly executed by the Seller;  
2.2.4 
The Termination Agreements shall have been duly executed by the Company and 
the Seller and its Affiliates;  
2.2.5 
The Amendment Agreement in respect of the Premise Lease Agreement and the 
Administrative Service Agreement shall have been executed by the Company and 
Xiamen San'an Integrated Circuit Co., Ltd.; and 
2.2.6 
Any and all documents reasonably requested by the Buyer, including without 
limitation the application documents that are required to complete the SAMR 
registration for registering the Buyer as the sole shareholder of the Company shall 
have been duly executed by the Seller and/or the Company. 
2.3 
This Agreement shall automatically terminate and cease to have effect (except as 
provided in clause 2.4) at 6.00pm (Beijing time) on the Longstop Date, if any of the 
Conditions are not satisfied (or waived by the Seller or the Buyer in accordance with 
clause 2.8) by or before that date. 
2.4 
If this Agreement terminates in accordance with clause 2.3, it will immediately cease 
to have any further force and effect except for: 
2.4.1 
any provision of this Agreement that expressly or by implication is intended to 
come into or continue in force on or after termination of this Agreement (including 
clause 1 (Interpretation), clause 2 (Conditions precedent), clause 7 (Limitations on 
claims), clause 8 (Confidentiality and announcements) and clause 12 (Entire 
Agreement) to clause 22 (Governing law and jurisdiction) (inclusive)), each of which 
shall remain in full force and effect; and 
2.4.2 
any rights, remedies, obligations or liabilities of the Parties that have accrued 
before termination. 
2.5 
The Seller and the Buyer shall use their best endeavours to procure (so far as it lies 
within their respective powers so to do) that the Conditions are satisfied as soon as 
practicable and in any event no later than the Longstop Date. 
2.6 
The Buyer and the Seller shall co-operate fully in all actions necessary to procure the 
satisfaction of the Conditions including (but not limited to) the provision by the Parties 
of all information reasonably necessary to make any notification or filing as required 
by any relevant authority, keeping the other Party informed of the progress of any 
notification or filing and providing such other assistance as may reasonably be 
required. 
2.7 
Each Party shall promptly notify the other Party in writing if it becomes aware of any 
fact, event, matter or circumstance that has prevented or might reasonably be 
expected to prevent any of the Conditions from being satisfied by or before the 
Longstop Date. 

8 
2.8 
Each Party may, to the extent that it is legally entitled to do so and to such extent as 
it thinks fit (acting reasonably at all times), waive any of the Conditions by notice in 
writing to the other Party. 
3. 
SALE AND PURCHASE 
On the terms of this Agreement and subject to the Conditions, at Completion the Seller shall 
sell and the Buyer shall buy, with effect from Completion, the Sale Equity with full title 
guarantee and free from all Encumbrances, together with all rights that attach (or may in the 
future attach) to the Sale Equity including, in particular, the right to receive all dividends and 
distributions declared, made or paid on or after the Completion Date. 
4. 
PURCHASE PRICE 
4.1 
The total consideration for the sale of the Sale Equity is the Purchase Price set forth 
in Schedule 2 and subject to the terms of this Agreement.  
4.2 
The Purchase Price shall be received by the Seller in accordance with the payment 
schedule set forth in Schedule 2.  
4.3 
All payments to be made to the Seller under this Agreement shall be made by 
electronic transfer of immediately available funds to the bank account nominated by 
the Seller. Payment in accordance with this clause shall be a good and valid discharge 
of the Buyer’s obligations to pay the sum in question, and the Buyer shall not be 
concerned to see the application of the monies so paid.    
4.4 
The Purchase Price is the net amount to be received by the Seller. If the Buyer is 
required to make any deduction or withholding in respect of the payment of the 
Purchase Price, the Buyer shall gross up the payment amount such that the net 
payment received by the Seller after any deduction or withholding equals the 
amounts called for under this Agreement. 
4.5 
The Parties agree that each Party shall bear its own Taxes payable as a result of this 
Agreement or the Transaction in accordance with applicable laws and regulations. 
5. 
COMPLETION 
5.1 
Subject to the satisfaction or waiver of the Conditions, Completion shall take place on 
the Completion Date at the office of the Buyer’s Solicitors or at such other place as is 
agreed by the Parties in writing. 
5.2 
In this Agreement, Completion Date means the date of this Agreement, or such other 
date agreed by the Parties in writing, unless the Conditions are not satisfied (and have 
not been waived by the Seller or the Buyer in accordance with clause 2.8) at that date, 
in which event the Completion Date shall be: 
5.2.1 
the Business Day immediately following the date on which all the Conditions are 
satisfied or waived (provided this occurs on or before the Longstop Date); or 
5.2.2 
any other date agreed in writing by the Seller and the Buyer. 
5.3 
At Completion, the Seller shall deliver to the Buyer: 
5.3.1 
the items listed in Schedule 3; and 
5.3.2 
any other documents reasonably required by the Buyer for the purpose of 
facilitating the Transaction. 

9 
5.4 
Change of Shareholding Procedures. 
The Parties agree as follows:  
(a) 
The Parties shall use best endeavours to file or procure the filing of the duly 
completed application forms to SAMR for the Transaction (“Change of Shareholding 
Procedures”) as soon as reasonably practicable after the signing of this Agreement, 
with all costs and expenses of such Change of Shareholding Procedures to be borne 
by the Company.  
(b) 
The Parties agree that the Company shall appoint a person as the Parties may 
mutually agree to (“Agent”) as the agent to assist, execute and advise on the Change 
of Shareholding Procedures.  
(c) 
The Parties shall on a timely basis render full and prompt cooperation and assistance 
to the Agent for the filing for the Change of Shareholding Procedures.  
(d) 
The Parties shall use best endeavours to ensure that the SAMR filing is completed in 
accordance with the terms of this Agreement as soon as reasonably practicable after 
the date of this Agreement.  
5.5 
Beneficial and Registered Ownership of the Sale Equity. 
The Seller agrees and undertakes as follows: 
(a) 
For so long as the Seller remains the registered holder of the Sale Equity after the 
Completion Date, it shall hold the Sale Equity in trust for the Buyer and shall deal 
with or dispose of the Sale Equity as the Buyer may direct.  
(b) 
For so long as certain individuals being registered with SAMR as director, general 
manager, supervisor, legal representative or other corporate roles for the Company 
but having been replaced by the Buyer’s nominees, it will ensure that such 
individuals, subject to their fiduciary duties, and compliance with applicable laws, 
exercise their powers given to them by operation of their registration for the 
respective corporate role solely according to instructions by the Buyer until the 
registration of the Buyer’s nominees with SAMR is completed.  
6. 
WARRANTIES 
6.1 
The Seller acknowledges that the Buyer is entering into this Agreement on the basis 
of, and in reliance on, the Seller’s Warranties. 
6.2 
The Seller represents and warrants to the Buyer that each Seller's Warranty is true 
and accurate in all material respect and not misleading at the date of this Agreement 
and on the Completion Date with references to the facts and circumstances then 
applying (unless it is specifically provided for that a Warranty is made as of a different 
date, in which case such Seller’s Warranty shall be given on such different date), in 
each case save as qualified by the matters which have been Disclosed or set out in the 
Disclosure Letter. 
6.3 
Each of the Seller’s Warranties is made by the Seller on the basis of the knowledge, 
information and belief of the Seller. Any Seller’s Warranty qualified by the expression 
“so far as the Seller is aware” or any similar expression shall, unless otherwise stated, 
be deemed to refer to the knowledge of the Seller after making all reasonable 
enquiries into the subject matter of such Seller’s Warranty. 

10 
6.4 
The Buyer and represents and warrants to the Seller that each Buyer's Warranty is 
true and accurate in all material respect and not misleading at the date of this 
Agreement and on the Completion Date with references to the facts and 
circumstances then applying. 
6.5 
The Buyer acknowledges that the Seller is entering into this Agreement on the basis 
of, and in reliance on, the Buyer’s Warranties. 
6.6 
Each of the Warranties is separate and, unless otherwise specifically provided, is not 
limited by reference to any other Warranty or any other provision in this Agreement. 
6.7 
The Buyer acknowledges and agrees that, except for the Seller’s Warranties, the Seller 
does not give any warranty, representation or undertaking as to the accuracy or 
completeness of any information (including any forecast, estimate, projection, letter 
of intent, statement of opinion, information, memorandum, presentation or 
presentation material) provided to the Buyer, the Buyer’s Solicitor, or any of their 
respective advisors or agents (howsoever provided). 
7. 
LIMITATIONS ON CLAIMS  
7.1 
Upon Completion and in respect of any Loss arising out of any Claim, subject to the 
limitations set forth in this clause 7, the non-breaching Party shall be entitled to, by 
notice given to the breaching Party, request the breaching Party to pay in cash to the 
non-breaching Party an amount equal to the Loss. The breaching Party shall not be 
liable for a Claim unless notice in writing  setting out such details as are known of the 
fact, circumstance or matter giving rise to the breach and the nature of the breach 
and an estimate of the amount claimed as soon as reasonably practicable after the 
non-breaching Party becomes aware of the fact, circumstance or matter on which the 
Claim is based, has been given by or on behalf of the non-breaching Party to the 
breaching Party in any  case, within the period of three (3) years commencing on the 
Completion Date.  
7.2 
The breaching Party shall not be liable for a Claim if and to the extent that the Claim 
relates to a matter Disclosed or provided for in the Disclosure Letter. 
7.3 
Nothing in this clause 7 applies to exclude or limit the liability of the breaching Party 
if and to the extent that a Claim arises as a result of dishonesty, fraud or wilful 
misconduct or wilful concealment by the breaching Party. 
7.4 
The breaching Party’s liability in respect of any Claim will be reduced or extinguished 
(as the case may be) to the extent that the breach has arisen (or a Loss has occurred) 
as a result of any act or omission by or on behalf of the non-breaching Party. 
7.5 
If, after the breaching Party  have made any payment to the non-breaching Party for 
any Claim,  the non-breaching Party (or in case of a breach of any Seller’s Warranties, 
the Company) receives any benefit or credit which relates to that Claim, then the non-
breaching Party must as soon as reasonably practicable repay to the breaching Party 
a sum corresponding to the amount of the payment or (if less) the amount of the 
benefit or credit less any costs incurred by the non-breaching Party or the Company 
in respect of the recovery or payment. 
7.6 
If either Party becomes aware after Completion of any fact, circumstance or matter 
which constitutes or could (whether alone or with any other possible fact, 
circumstance or matter) constitute a Claim, in dealing with such fact, circumstance or 
matter, such Party must:  
7.6.1 
act in good faith; 

11 
7.6.2 
liaise with the other Party and keep the other Party informed in relation to the 
progress and conduct of the Claim; and 
7.6.3 
take all reasonable actions to mitigate any loss that may give rise to a Claim except 
where mitigation requires material expenditure (or incurring material liabilities). 
7.7 
All Claims arising from substantially the same fact, matter or circumstances shall be 
treated as one single Claim. 
8. 
CONFIDENTIALITY AND ANNOUNCEMENTS 
8.1 
Each Party undertakes to the other Party that they will: 
8.1.1 
keep confidential the terms of this Agreement and the other Transaction 
Documents, and all confidential information, know how or trade secrets in their 
knowledge or possession concerning the business, affairs, customers, clients or 
suppliers of the Company; 
8.1.2 
not disclose any of the information referred to in clause 8.1.1 (whether in whole or 
in part) to any third party, except as expressly permitted by this clause 8; and 
8.1.3 
not make any use of any of the information referred to in clause 8.1.1, other than 
to the extent necessary for the purpose of exercising or performing its rights and 
obligations under this Agreement and the other Transaction Documents. 
8.2 
Each Party undertakes to the other Party that they shall keep confidential the terms 
of this Agreement and the other Transaction Documents, and all confidential 
information in their knowledge or possession relating to the other Party (or any 
member of such Party’s Group), and they shall only use such information for the 
purposes contemplated by this Agreement and the other Transaction Documents. 
8.3 
Notwithstanding any other provision of this Agreement, no Party shall be obliged to 
keep confidential or to restrict their use of any information that: 
8.3.1 
is or becomes generally available to the public other than as a result of its disclosure 
by that Party (or any person to whom that Party has disclosed the information in 
accordance with clause 8.4) in breach of this Agreement; or 
8.3.2 
was, is or becomes available to the relevant Party on a non-confidential basis from 
a person who, to that Party’s knowledge, is not bound by a confidentiality 
agreement or otherwise prohibited from disclosing the information to that Party. 
8.4 
The Parties may disclose any information that they are otherwise required to keep 
confidential under this clause 8: 
8.4.1 
to any of their employees, officers, consultants, representatives or advisers who 
need to know such information for the purposes of advising on this Agreement or 
facilitating the Transaction, provided that the Party making the disclosure informs 
the recipients of the confidential nature of the information before disclosure and 
procures that each recipient shall, in relation to any such information disclosed to 
them, comply with the obligations set out in this clause 8 as if they were that Party. 
The Party making a disclosure under this clause shall, at all times, be liable for the 
failure of their recipients to comply with the obligations set out in this clause 8; 
8.4.2 
with the prior consent in writing of the other Party; 

12 
8.4.3 
to confirm that the Transaction has taken place, or the date of the Transaction (but 
without otherwise revealing any other terms of the Transaction or making any 
other announcement); or 
8.4.4 
if and to the extent that the disclosure is required: 
8.4.4.1 
by the laws of any jurisdiction to which the Party making the 
disclosure is subject; 
8.4.4.2 
by an order of any court of competent jurisdiction, or any regulatory, 
judicial, governmental or similar body, or any Tax Authority or 
securities exchange of competent jurisdiction; 
8.4.4.3 
to make any filing with, or obtain any authorisation from, any 
regulatory, governmental or similar body, or any Tax Authority or 
securities exchange of competent jurisdiction; or 
8.4.4.4 
to protect the disclosing Party’s interest in any legal proceedings, 
provided that in each case (and to the extent they are legally permitted to do so) 
the Party making the disclosure gives the other Party as much notice of the 
disclosure as possible and, where notice of disclosure is not prohibited and is given 
in accordance with this clause, it takes into account the reasonable requests of the 
other Party concerning the content of the disclosure. 
8.5 
No Party shall make, or permit any person to make, any public announcement, 
communication or circular concerning this Agreement or the Transaction without the 
prior written consent of the other Party. 
8.6 
Nothing in clause 8.5 shall prevent a Party from making an announcement required 
by law or any governmental or regulatory authority (including any Tax Authority), any 
securities exchange, or any court or other authority of competent jurisdiction, 
provided that the Party required to make the announcement consults with the other 
Party and takes into account their reasonable requests concerning the content of the 
announcement before it is made. 
8.7 
The Buyer may at any time after Completion announce its acquisition of the Sale 
Equity to any employees, clients, customers or suppliers of the Company. 
9. 
FURTHER ASSURANCE 
9.1 
At its own expense, each Party shall (and shall use reasonable endeavours to procure 
that any relevant third party shall) promptly execute and deliver such documents and 
perform such acts as may be necessary or desirable to give full effect to this 
Agreement. 
10. 
ASSIGNMENT 
Without the prior written consent of the other Party, no Party shall assign, transfer, mortgage, 
charge, declare a trust of, or deal in any other manner with any or all of its rights and 
obligations under this Agreement or any other Transaction Document. 
11. 
NO AGENCY 
The Parties confirm they are acting on their own behalf in relation to the Transaction and not 
for the benefit of any other person. 

13 
12. 
ENTIRE AGREEMENT 
This Agreement (together with the other Transaction Documents) constitutes the entire 
Agreement between the Parties and supersedes and extinguishes all previous discussions, 
correspondence, negotiations, drafts, agreements, promises, assurances, warranties, 
representations and understandings between them, whether written or oral, relating to their 
subject matter. 
Parties acknowledge that a short version of the equity transfer agreement will be signed 
simultaneously with this Agreement for completing the Change of Shareholding Procedures in 
accordance with clause 5.4 of this Agreement (the “Short Version”).  Parties herby irrevocably 
agree and acknowledge that  the Short Version is signed for the purpose of completing the 
Chang of Shareholding Procedures only; any and all issues in connection with or arising from 
the transfer of the Sale Equity from Seller to Buyer should be exclusively governed by this 
Agreement; in case there is any discrepancies between the Short Version and this Agreement, 
this Agreement shall prevail.  
13. 
VARIATION AND WAIVER 
13.1 
No variation of this Agreement shall be effective unless it is in writing and signed by 
the Parties. 
13.2 
A waiver of any right or remedy under this Agreement or by law is only effective if 
given in writing and signed by the person waiving such right or remedy. Any such 
waiver shall apply only to the circumstances for which it is given and shall not be 
deemed a waiver of any subsequent breach or default. 
13.3 
A failure or delay by any person to exercise any right or remedy provided under this 
Agreement or by law shall not constitute a waiver of that or any other right or remedy, 
nor shall it prevent or restrict any further exercise of that or any other right or remedy. 
No single or partial exercise of any right or remedy provided under this Agreement or 
by law shall prevent or restrict the further exercise of that or any other right or 
remedy. 
14. 
COSTS 
14.1 
Each Party shall pay its own costs and expenses incurred in connection with the 
negotiation, preparation and execution of this Agreement and the other Transaction 
Documents. 
15. 
NOTICES 
15.1 
A notice given to a Party under or in connection with this Agreement: 
15.1.1 
shall be in writing and in English; 
15.1.2 
shall be signed by or on behalf of the Party giving it; 
15.1.3 
shall be sent to the Party for the attention of the contact and to the address, or 
email address specified in clause 15.2, or such other contact or address or email 
address as that Party may notify in accordance with clause 15.3; 
15.1.4 
shall be: 
15.1.4.1 
delivered by hand; 

14 
15.1.4.2 
sent by pre-paid post or another express delivery service providing 
proof of delivery; 
15.1.4.3 
sent by pre-paid airmail providing proof of delivery; or 
15.1.4.4 
sent by email; and 
15.1.5 
unless proved otherwise is deemed received as set out in clause 15.4 if prepared 
and sent in accordance with this clause 15. 
15.2 
The addresses, email addresses and contacts for service of notices on the Buyer and 
the Seller are: 
15.2.1 
To the Buyer 
Address: 120 Eglinton Avenue East, Suite 1107, Toronto ON M4P 1E2  
Attention: Dr. Suresh Venkatesan  
Email: svv@poet.tech  
15.2.2 
To the Seller 
Address: No.1721 Lvling Road,Xiamen, Fujian, China 
Attention: Mr. Daniel Wang 
Email: Daniel.wang@sanan-e.com 
15.3 
A Party may change its details for service of notices as specified in clause 15.2 by giving 
an at least five (5) Business Days prior written notice to the other Party.  
15.4 
In the absence of evidence of earlier receipt, a notice is deemed given or delivered: 
15.4.1 
If delivered by hand, on the day it was delivered (provided that such day is a 
Business Day, and if it is not a Business Day, the next Business Day); 
15.4.2 
if sent by pre-paid post or another express delivery service providing proof of 
delivery, on the 2nd Business Day after posting;  
15.4.3 
if sent by pre-paid airmail providing proof of delivery, on the 10th Business Day after 
posting; or 
15.4.4 
if sent by email at the time of transmission, 
provided that if deemed receipt under the previous paragraphs of this clause 15.4 would occur 
outside Usual Business Hours, the notice shall be deemed to have been received when Usual 
Business Hours next recommence. For the purposes of this clause, “Usual Business Hours” 
means 9.00 am to 5.30 pm on any day which is not a Saturday, Sunday or public holiday in the 
place of receipt of the notice (which, in the case of service of a notice by email shall be deemed 
to be the same place as is specified for service of notices on the relevant Party by hand or 
post). 

15 
16. 
INTEREST AND LIQUIDATED DAMAGE 
16.1 
If a Party fails to make any payment due to any other Party under this Agreement by 
the due date then the defaulting Party shall pay interest on the overdue sum from the 
due date until payment of the overdue sum, whether before or after judgment. 
16.2 
Interest under this clause will accrue each day at a rate of 5% per annum, calculated 
on the basis of a 360 day year. 
16.3 
If any payment to be made by the Buyer is overdue for more than 30 days, the Seller 
shall provide a written notice to the Buyer. If such overdue payment has not been 
paid in full within 15 days after the Buyer’s receipt of such notice from the Seller, in 
addition to the interests as set out in clause 16.2 above, the Buyer shall  be liable for 
a liquidated damage in an amount of 10% of the total Purchase Price.    
16.4 
Parties agrees that the liquidated damages provided in section 16.3 is not a one-time 
remedy; it is applicable whenever section 16.3 is triggered. 
17. 
SEVERANCE 
If any provision or part-provision of this Agreement is or becomes invalid, illegal or 
unenforceable, it shall be deemed deleted, but that shall not affect the validity and 
enforceability of the rest of this Agreement. 
18. 
AGREEMENT SURVIVES COMPLETION 
This Agreement (other than obligations that have already been fully performed) remains in full 
force after Completion. 
19. 
NO THIRD PARTY RIGHTS 
19.1 
This Agreement does not give rise to any rights to any party other than the Parties to 
enforce any term of this Agreement. 
19.2 
The rights of the Parties to rescind or vary this Agreement are not subject to the 
consent of any other person. 
20. 
COUNTERPARTS 
20.1 
This Agreement shall become effective upon duly execution by the Parties.  
20.2 
This Agreement may be executed in any number of counterparts, each of which shall 
constitute a duplicate original, but all the counterparts shall together constitute the 
one Agreement. 
20.3 
Transmission of the executed signature page of a counterpart of this Agreement by 
email (in PDF, JPEG or other agreed format) shall take effect as the transmission of a 
“wet-ink” counterpart of this Agreement. If this method of transmission is adopted, 
without prejudice to the validity of the Agreement thus made, each Party shall on 
request provide the other with the “wet-ink” copy original(s) of their counterpart. 
21. 
RIGHTS AND REMEDIES 
Except as expressly provided in this Agreement, the rights and remedies provided under this 
Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. 

16 
22. 
GOVERNING LAW AND JURISDICTION 
22.1 
This Agreement shall be governed by, and construed in accordance with, PRC Laws. 
22.2 
The Parties hereto will try to resolve any dispute, controversy or claim arising out of or in 
connection with this Agreement through friendly consultations between the Parties. But, if no 
settlement is reached within twenty (20) days from the date one Party notifies the other Party 
in writing of its intention to submit the dispute, controversy or claim to arbitration in 
accordance with this clause 22.2, then any such dispute, controversy or claim arising out of or 
relating to this Agreement, or the breach, termination or invalidity hereof, shall be finally and 
exclusively settled by arbitration conducted by the Singapore International Arbitration Center 
(“SIAC”) in accordance with the Singapore International Arbitration Centre Administered 
Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these 
Rules.  
22.3 
The place of arbitration will be in Singapore at SIAC. The arbitration proceedings will be 
conducted in English with Chinese translation. 
22.4 
The arbitration tribunal will consist of three arbitrators. The Buyer shall appoint one arbitrator 
and the Seller shall appoint one arbitrator. The presiding arbitrator will be nominated by the 
arbitrators selected by the Parties or, failing which within ten days from SIAC’s confirmation 
of the second arbitrator, be appointed by the SIAC Council. 
22.5 
The arbitration award is final and binding on the Parties, and the Parties agree to be bound 
thereby and to act accordingly. The costs of arbitration and the costs of enforcing the 
arbitration award (including witness expenses and attorneys’ reasonable fees) will be borne 
by the Party who shall perform obligations or bear the liability of breach under the arbitration 
award, unless otherwise determined by the arbitration award. 
22.6 
In any proceedings under or relating to the arbitration, each Party will cooperate with the 
other Party in making full disclosure of and providing complete access to all information and 
documents reasonably requested by the other Party in connection with such arbitration 
proceeding. 
22.7 
Any arbitration award may be enforced by any court having jurisdiction over the Party against 
which the award has been rendered, or wherever assets of that Party are located. 
22.8 
By agreeing to the settlement of any dispute, controversy or claim arising out of or in 
connection with this Agreement, or the breach, termination or invalidity hereof by arbitration, 
each Party irrevocably waives its right to any form of appeal, review or recourse to any court 
or other judicial authority, other than applying for enforcement of the settlement or 
arbitration award, insofar as such waiver may be validly made. 

17 
SCHEDULE 1 
Particulars of the Company 
The Company 
Name: 
Super Photonics Integrated Circuit Xiamen Co., 
Ltd. 
Registration number: 
91350200MA8RMHA22A  
Address: 
Room 729-13, 7th Floor, No. 510 Xin'ao Road, 
Xindian Town, Xiang'an District, Xiamen, PRC 
Registered capital 
CNY 190,729,429.32  
Total Investment 
CNY 471,324,000  
Registered shareholder 
• 
Quanzhou 
San’an 
Optical 
Communication Technology Co., Ltd. 
holding 24.8% of the equity interest 
• 
POET Technologies Inc. holding 75.2% 
of the equity interest 
Legal Representative 
JING Liangcai (敬良才) 
Directors  
JING Liangcai (敬良才)  
HUANG Yongzhen (黄永箴) 
ZHANG Lin (张林) 
Vivek Rajgarhia 
ZHENG Xiaozhong (郑晓钟) 
Supervisors 
MO Jinyu 
CHEN Wenxin (陈文欣) 

18 
SCHEDULE 2 
Purchase Price 
1. 
Purchase Price. 
The Purchase Price shall be USD 6,500,000.  
2. 
Payment Schedule 
The Purchase Price shall be paid by the Buyer to the Seller in accordance with the following 
schedule: 
(1) USD 700,000 due and payable on October 31, 2025 
(2) USD 1,000,000 due and payable on October 31, 2026 
(3) USD 1,300,000 due and payable on October 31, 2027 
(4) USD 1,600,000 due and payable on October 31, 2028 
(5) USD 1,900,000 due and payable on October 31, 2029 
 
3.  
Seller’s Conversion : 
3.1  At any time before the Purchase Price is paid in full, the Seller shall have the right to 
convert any remaining unpaid amounts due under this Agreement into shares of common 
stock of the Buyer (the "Conversion Shares"). The conversion shall be executed at a conversion 
price equal to the greater of: (a) the volume weighted average closing price of the common 
stock of the Buyer as reported by the NASDAQ Capital Market for thirty (30) days prior to the 
Conversion Date, or (b) the closing price of the common stock of the Buyer as reported by the 
NASDAQ Capital Market the day prior to the Conversion Date. 
3.2  The specific terms and conditions governing the conversion, including but not limited to 
the number of shares to be issued, timing of conversion, and any necessary adjustments for 
stock splits or other corporate actions, shall be mutually agreed upon by the Parties and 
documented in an amendment to this Agreement.  
3.3  The Seller shall provide written notice to the Buyer at least ten (10) days prior to exercising 
its right to convert any remaining payments into shares. 
3.4  The Buyer agrees to use its best efforts to support, assist, and cooperate with the Seller in 
achieving the conversion of any remaining payments into shares as soon as practicable after 
the Conversion Date, including but not limited to: 
(1) providing timely information regarding its stock price and trading status; 
(2) facilitating compliance with applicable laws and regulations related to the issuance 
of shares; and 
(3) ensuring that all necessary filings with relevant regulatory authorities and stock 
exchanges are made promptly. 
 
3.5  The Parties acknowledge that any conversion of payments into shares shall be subject to 
full compliance with applicable federal and state securities laws, as well as any rules and 
regulations of the U.S. Securities and Exchange Commission (SEC) and any national securities 
exchange on which Buyer’s shares are listed. The Buyer shall ensure that all necessary 
exemptions from registration are available for such issuance. 
3.6  The Seller acknowledges that any issuance of Conversion Shares may be subject to 
restrictions on transferability under applicable securities laws, and agrees to comply with all 
such restrictions as a condition precedent to any conversion. 

19 
3.7Subject to full compliance with applicable law, the Seller may, with prior notice to POET, 
assign its right of convention under this schedule to any of its Affiliates or with prior consent 
of the Buyer, to a third party designated by it. 
 
 

20 
SCHEDULE 3 
Seller’ obligations at Completion 
At Completion, the Seller shall deliver (or procure the delivery of) the following documents to 
the Buyer or the Buyer’s Solicitors: 
(a) 
resignation 
letters, 
in 
agreed 
form, 
from 
the 
Legal 
Representative/Directors/Supervisors resigning from their respective offices and 
employment with the Company as discussed and agreed with the Buyer; 
(b) 
a certified copy of the resolutions, passed by the Seller’s directors/shareholders 
approving the Transaction and its entry into and performance of its obligations under 
this Agreement and other Transaction Documents; 
(c) 
an original of the Seller’s (or any of the Seller’s Affiliates’) duly executed counterpart 
to this Agreement and the other Transaction Documents; and 
(d) 
to the extent that the same are not already in the possession of the Company, the 
USB for uploading material for online bank transaction.  

21 
SCHEDULE 4 
Warranties 
Part 1 – Seller’s Warranties 
1. 
Power to sell the Sale Equity 
1.1 
The Seller (or any of the Seller’s Affiliates, as the case may be) has taken all necessary actions 
and has all requisite power and authority to enter into and perform this Agreement and any 
other Transaction Documents to which it is a party. 
1.2 
This Agreement and any other Transaction Documents to which the Seller (or any of the 
Seller’s Affiliates, as the case may be) is a party constitute (or shall constitute when executed) 
valid, and legally binding obligations on the Seller in accordance with their respective terms. 
1.3 
The execution and delivery by the Seller (or any of the Seller’s Affiliates, as the case may be) 
of this Agreement and each of the other Transaction Documents to which it is a party, and 
compliance with their respective terms shall not breach or constitute a default: 
(a) 
under any agreement or instrument to which the Seller (or any of the Seller’s 
Affiliates, as the case may be) is a party or by which the Seller (or any of the Seller’s 
Affiliates, as the case may be) is bound; or 
(b) 
of any order, judgment, decree or other restriction applicable to the Seller (or any of 
the Seller’s Affiliates, as the case may be). 
2. 
Equity in the Company  
2.1 
The Sale Equity constitutes 24.8% of the registered capital of the Company. 
2.2 
The Seller is the sole legal and beneficial owner of the Sale Equity and is entitled to transfer 
the legal and beneficial title to the Sale Equity to the Buyer free from all Encumbrances (other 
than Permitted Encumbrance) on Completion Date, without the consent of any other person.  
2.3 
No Encumbrance (other than Permitted Encumbrance) has been granted to any person or 
otherwise exists affecting the Sale Equity. 
2.4 
No commitment to create any such Encumbrance on the Sales Equity has been given, nor has 
any person claimed any right to such an Encumbrance on the Sales Equity. As of October 31, 
2024, neither the Company: 
(a) 
holds or beneficially owns, or has agreed to acquire, any shares or any other securities 
in any company; 
(b) 
has at any time had any subsidiary or subsidiary undertaking; 
(c) 
is, or has agreed to become, a member of any limited liability partnership, partnership 
or other unincorporated association, joint venture or consortium (other than 
recognised trade associations); 
(d) 
controls or takes part in the management of any company or business organisation, 
nor has it agreed to do so; or 
(e) 
has any branch or permanent establishment outside its country of incorporation. 
2.5 
As of October 31, 2024, the Company has not: 

22 
(a) 
purchased or reduced any of its own equity; or 
(b) 
given any financial assistance in contravention of any applicable law or regulation. 
2.6 
As of October 31, 2024, no equity of the Company has been issued, and no transfer of any such 
equity has been registered, except in accordance with all applicable laws and the articles of 
association of the Company. 
3. 
Transactions with the Seller 
3.1 
Unless otherwise provided under (i) the Financial Statement, or (ii) any of the Ongoing 
Contracts as set out in the Disclosure Letter, there is no outstanding indebtedness or other 
liability (actual or contingent) and no outstanding contract, commitment or arrangement 
between the Company and the Seller, or any Affiliate of the Seller. 
3.2 
As of the date of this Agreement, none of the Seller, nor any Affiliate of the Seller, has a claim 
of any nature against the Company, or has assigned to any person the benefit of any such 
claim. 
 
 

23 
Part 2 – Buyer’s Warranties  
1. 
The Buyer is a publicly listed company duly formed and validly existing in Canada. 
2. 
The Buyer has taken all necessary actions and has all requisite power and authority to enter 
into and perform this Agreement and any other Transaction Documents to which it is a Party. 
3. 
This Agreement and any other Transaction Documents to which the Buyer is a Party constitute 
(or shall constitute when executed) valid, and legally binding obligations on the Buyer in 
accordance with their respective terms.  
4. 
The execution and delivery by the Buyer (or any of the Buyer’s Affiliates, as case may be) of 
this Agreement and each of the other Transaction Documents to which it is a Party, and 
compliance with their respective terms shall not breach or constitute a default: 
(a) 
under any agreement or instrument to which the Buyer (or any of the Buyer’s 
Affiliates, as case may be) is a Party or by which the Buyer (or any of the Buyer’s 
Affiliates, as the case may be) is bound; or 
(b) 
of any order, judgment, decree or other restriction applicable to the Buyer (or any of 
the Buyer’s Affiliates, as the case may be). 
 
 
 
 

Cai Wen Bi
Cai Wen Bi

25 
IN WITNESS WHEREOF the Buyer and the Seller each have caused this Agreement to be duly executed 
as of the date first above written. 
 
 
 
 
THE BUYER 
 
SIGNED by 
) 
_______________________________________ 
) 
for and on behalf of 
) 
POET TECHNOLOGIES INC.  
) 
 
) 
________________________________ 
 
 
Name:  
 
 
Designation: Authorized Representative 
 
 
THE SELLER 
 
SIGNED by 
) 
_______________________________________ 
) 
for and on behalf of 
) 
QUANZHOU SAN’AN OPTICAL  
COMMUNICATION TECHNOLOGY CO., LTD.  
) 
 
) 
________________________________ 
 
 
Name:  
 
 
Designation: Authorized Representative 
 
 
Suresh Venkatesan
Suresh Venkatesan

Cai Wen Bi
Cai Wen Bi

1
COMMON SHARE PURCHASE WARRANT
 POET TECHNOLOGIES INC.
Warrant Shares: 2,777,778
Initial Exercise Date: December 3, 2024
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies 
that, for value received, MMCAP International Inc. SPC or its assigns (the “Holder”) is entitled, 
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, 
at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. 
(New York City time) on December 2, 2029 (the “Termination Date”) but not thereafter, to 
subscribe for and purchase from POET Technologies Inc., a corporation existing under laws of the 
Province of Ontario, Canada (the “Company”), up to 2,777,778 Common Shares (as subject to 
adjustment hereunder, the “Warrant Shares”).  The purchase price of one Common Share under 
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).  
Section 1.
Definitions.  In addition to the terms defined elsewhere in this Warrant, the 
following terms have the meanings indicated in this Section 1:
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person, as 
such terms are used in and construed under Rule 405 under the Securities Act.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, 
“non-essential employee”  or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day.
“Commission” means the United States Securities and Exchange Commission.
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares.

2
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
 “Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Registration Statement” means the Company’s registration statement on Form F-
10 (File No. 333-280553), as amended, or such other replacement registration statement 
on the applicable form that has been declared effective by the Commission.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Subsidiary” means any subsidiary of the Company and shall, where applicable, 
also include any direct or indirect subsidiary of the Company formed or acquired after the 
date hereof.
“Trading Day” means a day on which the Common Shares are traded on a Trading 
Market.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing).
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company.
“VWAP” means, for any date, the price determined by the first of the following 
clauses that applies: (a) if the Common Shares are then listed on a Trading Market that is 
a U.S. national securities exchange or quoted on a Trading Market, the daily volume 
weighted average price per share of such Common Shares for such date (or the nearest 
preceding date) on the Trading Market on which the Common Shares are then listed or 
quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York 
City time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are not then 
listed on a Trading Market that is a U.S. national securities exchange but are quoted on the 
OTCQB or OTCQX, the volume weighted average price per share of the Common Shares 
for such date (or the nearest preceding date) on the OTCQB or OTCQX, as applicable, on 
such date, (c) if the Common Shares are not then listed or quoted for trading on a Trading 
Market and if prices for the Common Shares are then reported on The Pink Open Market 
(or a similar organization or agency succeeding to its functions of reporting prices), the 
most recent bid price per Common Share so reported, or (d) in all other cases, the fair 
market value of a Common Share as determined by an independent appraiser selected in 
good faith by the Purchasers of a majority in interest of the Securities then outstanding and 

3
reasonably acceptable to the Company, the fees and expenses of which shall be paid by the 
Company. 
“Warrants” means this Warrant and other Common Share purchase warrants issued 
by the Company pursuant to the Registration Statement.
Section 2.
Exercise.
a)
Exercise of Warrant.  Subject to the provisions of Section 2(e) herein, the 
exercise of the purchase rights represented by this Warrant may be made, in whole or in 
part, at any time or times on or after the Initial Exercise Date and on or before the 
Termination Date by delivery to the Company of a duly executed PDF copy submitted by 
e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the 
“Notice of Exercise”).  Within one (1) Trading Day following the date of exercise as 
aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares 
specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on 
a United States bank unless the cashless exercise procedure specified in Section 2(c) below 
is specified in the applicable Notice of Exercise.  No ink-original Notice of Exercise shall 
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) 
of any Notice of Exercise be required.  Notwithstanding anything herein to the contrary, 
the Holder shall not be required to physically surrender this Warrant to the Company until 
the Holder has purchased all of the Warrant Shares available hereunder and this Warrant 
has been exercised in full, in which case, the Holder shall surrender this Warrant to the 
Company for cancellation within three (3) Trading Days of the date on which the final 
Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting 
in purchases of a portion of the total number of Warrant Shares available hereunder shall 
have the effect of lowering the outstanding number of Warrant Shares purchasable 
hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The 
Holder and the Company shall maintain records showing the number of Warrant Shares 
purchased and the date of such purchases.  The Company shall deliver any objection to any 
Notice of Exercise within one (1) Business Day of receipt of such notice.  The Holder and 
any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason 
of the provisions of this paragraph, following the purchase of a portion of the Warrant 
Shares hereunder, the number of Warrant Shares available for purchase hereunder 
at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price.  The exercise price per Common Share under this Warrant 
shall be $6.00, subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise.  If at the time of exercise hereof there is no effective 
registration statement registering, or the prospectus contained therein is not available for, 
the issuance of the Warrant Shares to, or the resale of the Warrant Shares by, the Holder, 
then this Warrant may also be exercised, in whole or in part, at such time by means of a 
“cashless exercise” in which the Holder shall be entitled to receive a number of Warrant 
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

4
 (A) = as applicable: (i) the VWAP on the five (5) Trading Days immediately 
preceding the date of the applicable Notice of Exercise if such Notice of 
Exercise is delivered pursuant to Section 2(a) hereof (1) on a day that is not a 
Trading Day or (2) on a Trading Day either (x) prior to the opening of “regular 
trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated 
under the federal securities laws) on such Trading Day, or (y) during “regular 
trading hours” on such Trading Day or (ii) the VWAP on the date of the 
applicable Notice of Exercise if the date of such Notice of Exercise is a 
Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) 
hereof after the close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and 
(X) = the number of Warrant Shares that would be issuable upon exercise of this 
Warrant in accordance with the terms of this Warrant if such exercise were 
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge 
and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares 
shall take on the registered characteristics of this Warrant.  The Company agrees not to 
take any position contrary to this Section 2(c).
Notwithstanding anything herein to the contrary, on the Termination Date, this 
Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c) 
if the VWAP on the Termination Date is greater than the Exercise Price as then in effect.
d) Mechanics of Exercise. 
i. Delivery of Warrant Shares Upon Exercise.  The Company shall cause the 
Warrant Shares purchased hereunder to be transmitted by the Transfer 
Agent to the Holder by crediting the account of the Holder’s or its 
designee’s balance account with The Depository Trust Company (“DTC”) 
through its Deposit/Withdrawal at Custodian system (“DWAC”) if the 
Transfer Agent is then a participant in such system and either (A) there is 
then an effective registration statement permitting the issuance of the 
Warrant Shares to or resale of the Warrant Shares by Holder or (B) this 
Warrant is being exercised via cashless exercise, and otherwise by physical 
delivery of a certificate, registered in the Company’s share register in the 
name of the Holder or its designee, for the number of Warrant Shares to 
which the Holder is entitled pursuant to such exercise to the address 
specified by the Holder in the Notice of Exercise by the date that is one (1) 
Trading Day after the later of (i) the delivery to the Company of the Notice 
of Exercise and  (ii) the delivery of the aggregate Exercise Price to the 
Company (such date, the “Warrant Share Delivery Date”). Upon delivery 
of the Notice of Exercise, the Holder shall be deemed for all corporate 
purposes to have become the holder of record of the Warrant Shares with 
respect to which this Warrant has been exercised, irrespective of the date of 

5
delivery of the Warrant Shares, provided that payment of the aggregate 
Exercise Price (other than in the case of a cashless exercise) is received 
within one (1) Trading Day following delivery of the Notice of Exercise.  
ii.
Delivery of New Warrants Upon Exercise.  If this Warrant shall 
have been exercised in part, the Company shall, at the request of the Holder 
and upon surrender of this Warrant certificate, at the time of delivery of the 
Warrant Shares, deliver to the Holder a new Warrant evidencing the rights 
of the Holder to purchase the unpurchased Warrant Shares called for by this 
Warrant, which new Warrant shall in all other respects be identical with this 
Warrant.
iii. Rescission Rights.  If the Company fails to cause the Transfer Agent to 
transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the 
Warrant Share Delivery Date, then the Holder will have the right to rescind 
such exercise.  Upon any rescission of an exercise, the Company’s 
obligations in respect of such exercise, including, without limitation, any 
obligation to issue the applicable Warrant Shares.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant 
Shares Upon Exercise.  In addition to any other rights available to the 
Holder, if the Company fails to cause the Transfer Agent to transmit to the 
Holder the Warrant Shares in accordance with the provisions of Section 
2(d)(i) above pursuant to an exercise on or before the Warrant Share 
Delivery Date, and if after such date the Holder is required by its broker to 
purchase (in an open market transaction or otherwise) or the Holder’s 
brokerage firm otherwise purchases, Common Shares to deliver in 
satisfaction of a sale by the Holder of the Warrant Shares which the Holder 
anticipated receiving upon such exercise (a “Buy-In”), then the Company 
shall (A) pay in cash to the Holder the amount, if any, by which (x) the 
Holder’s total purchase price (including brokerage commissions, if any) for 
the Common Shares so purchased exceeds (y) the amount obtained by 
multiplying (1) the number of Warrant Shares that the Company was 
required to deliver to the Holder in connection with the exercise at issue 
times (2) the price at which the sell order giving rise to such purchase 
obligation was executed, and (B) at the option of the Holder, either reinstate 
the portion of this Warrant and equivalent number of Warrant Shares for 
which such exercise was not honored (in which case such exercise shall be 
deemed rescinded) or deliver to the Holder the number of Common Shares 
that would have been issued had the Company timely complied with its 
exercise and delivery obligations hereunder.  For example, if the Holder 
purchases Common Shares having a total purchase price of $11,000 to cover 
a Buy-In with respect to an attempted exercise of Common Shares with an 
aggregate sale price giving rise to such purchase obligation of $10,000, 
under clause (A) of the immediately preceding sentence the Company shall 
be required to pay the Holder $1,000. The Holder shall provide the 
Company written notice indicating the amounts payable to the Holder in 

6
respect of the Buy-In and, upon request of the Company, evidence of the 
amount of such loss.  Nothing herein shall limit a Holder’s right to pursue 
any other remedies available to it hereunder, at law or in equity including, 
without limitation, a decree of specific performance and/or injunctive relief 
with respect to the Company’s failure to timely deliver Common Shares 
upon exercise of this Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip.  No fractional shares or scrip 
representing fractional shares shall be issued upon the exercise of this 
Warrant.  As to any fraction of a share which the Holder would otherwise 
be entitled to purchase upon such exercise, the Company shall, at its 
election, either pay a cash adjustment in respect of such final fraction in an 
amount equal to such fraction multiplied by the Exercise Price or round up 
to the next whole share.
vi.
Charges, Taxes and Expenses.  Issuance of Warrant Shares shall 
be made without charge to the Holder for any issue or transfer tax or other 
incidental expense in respect of the issuance of such Warrant Shares, all of 
which taxes and expenses shall be paid by the Company, and such Warrant 
Shares shall be issued in the name of the Holder or in such name or names 
as may be directed by the Holder; provided, however, that, in the event that 
Warrant Shares are to be issued in a name other than the name of the Holder, 
this Warrant when surrendered for exercise shall be accompanied by the 
Assignment Form attached hereto duly executed by the Holder and the 
Company may require, as a condition thereto, the payment of a sum 
sufficient to reimburse it for any transfer tax incidental thereto.  The 
Company shall pay all Transfer Agent fees required for same-day 
processing of any Notice of Exercise and all fees to DTC (or another 
established clearing corporation performing similar functions) required for 
same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books.  The Company will not close its shareholder 
books or records in any manner which prevents the timely exercise of this 
Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations.  The Company shall not effect any exercise 
of this Warrant, and the Holder shall not have the right to exercise any portion of this 
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such 
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder 
(together with the Holder’s Affiliates, and any other Persons acting as a group together 
with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), 
would beneficially own in excess of the Beneficial Ownership Limitation (as defined 
below).  For purposes of the foregoing sentence, the number of Common Shares 
beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the 
number of Common Shares issuable upon exercise of this Warrant with respect to which 
such determination is being made, but shall exclude the number of Common Shares which 
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant 

7
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) 
exercise or conversion of the unexercised or nonconverted portion of any other securities 
of the Company (including, without limitation, any other Common Share Equivalents) 
subject to a limitation on conversion or exercise analogous to the limitation contained 
herein beneficially owned by the Holder or any of its Affiliates or Attribution 
Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), 
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder, it being acknowledged by the 
Holder that the Company is not representing to the Holder that such calculation is in 
compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible 
for any schedules required to be filed in accordance therewith.  To the extent that the 
limitation contained in this Section 2(e) applies, the determination of whether this Warrant 
is exercisable (in relation to other securities owned by the Holder together with any 
Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall 
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be 
deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation 
to other securities owned by the Holder together with any Affiliates and Attribution Parties) 
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial 
Ownership Limitation, and the Company shall have no obligation to verify or confirm the 
accuracy of such determination.  In addition, a determination as to any group status as 
contemplated above shall be determined in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder.  For purposes of this Section 
2(e), in determining the number of outstanding Common Shares, the Holder may rely on 
the number of outstanding Common Shares as reflected in (A) the Company’s most recent 
periodic or annual report filed with the Commission, as the case may be, (B) a more recent 
public announcement by the Company or (C) a more recent written notice by the Company 
or the Transfer Agent setting forth the number of Common Shares outstanding.  Upon the 
written or oral request of a Holder, the Company shall within one Trading Day confirm 
orally and in writing to the Holder the number of Common Shares then outstanding.  In 
any case, the number of outstanding Common Shares shall be determined after giving 
effect to the conversion or exercise of securities of the Company, including this Warrant, 
by the Holder or its Affiliates or Attribution Parties since the date as of which such number 
of outstanding Common Shares was reported.  The “Beneficial Ownership Limitation” 
shall be 9.99% of the number of Common Shares outstanding immediately after giving 
effect to the issuance of Common Shares issuable upon exercise of this Warrant.  The 
provisions of this paragraph shall be construed and implemented in a manner otherwise 
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or 
any portion hereof) which may be defective or inconsistent with the intended Beneficial 
Ownership Limitation herein contained or to make changes or supplements necessary or 
desirable to properly give effect to such limitation.  The limitations contained in this 
paragraph shall apply to a successor holder of this Warrant.  
Section 3.
Certain Adjustments.
a)
Stock Dividends and Splits.  If the Company, at any time while this Warrant 
is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions 
on its Common Shares or any other equity or equity equivalent securities payable in 

8
Common Shares (which, for avoidance of doubt, shall not include any Common Shares 
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding 
Common Shares into a larger number of shares, (iii) combines (including by way of reverse 
stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by 
reclassification of Common Shares any capital shares of the Company, then, in each case, 
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the 
number of Common Shares (excluding treasury shares, if any) outstanding immediately 
before such event and of which the denominator shall be the number of Common Shares 
outstanding immediately after such event, and the number of shares issuable upon exercise 
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of 
this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) 
shall become effective immediately after the record date for the determination of 
shareholders entitled to receive such dividend or distribution (provided, that such 
adjustment shall be reversed if such dividend or distribution is terminated prior to the 
making thereof) and shall become effective immediately after the effective date in the case 
of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings.  In addition to any adjustments pursuant to 
Section 3(a) above, if at any time the Company grants, issues or sells any Common Share 
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to 
the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder 
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate 
Purchase Rights which the Holder could have acquired if the Holder had held the number 
of Common Shares acquirable upon complete exercise of this Warrant (without regard to 
any limitations on exercise hereof, including without limitation, the Beneficial Ownership 
Limitation) immediately before the date on which a record is taken for the grant, issuance 
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the grant, issue or sale of such 
Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate 
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership 
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to 
such extent (or beneficial ownership of such Common Shares as a result of such Purchase 
Right to such extent) and such Purchase Right to such extent shall be held in abeyance for 
the Holder until such time, if ever, as its right thereto would not result in the Holder 
exceeding the Beneficial Ownership Limitation). 
c)
Pro Rata Distributions.  During such time as this Warrant is outstanding, if 
the Company shall declare or make any dividend or other distribution of its assets (or rights 
to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise 
(including, without limitation, any distribution of cash, shares or other securities, property 
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme 
of arrangement or other similar transaction) (a “Distribution”), at any time after the 
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate 
in such Distribution to the same extent that the Holder would have participated therein if 
the Holder had held the number of Common Shares acquirable upon complete exercise of 
this Warrant (without regard to any limitations on exercise hereof, including without 
limitation, the Beneficial Ownership Limitation) immediately before the date of which a 

9
record is taken for such Distribution, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the participation in such 
Distribution (provided, however, that, to the extent that the Holder’s right to participate in 
any such Distribution would result in the Holder exceeding the Beneficial Ownership 
Limitation, then the Holder shall not be entitled to participate in such Distribution to such 
extent (or in the beneficial ownership of any Common Shares as a result of such 
Distribution to such extent) and the portion of such Distribution shall be held in abeyance 
for the benefit of the Holder until such time, if ever, as its right thereto would not result in 
the Holder exceeding the Beneficial Ownership Limitation).  To the extent that this 
Warrant has not been partially or completely exercised at the time of such Distribution, 
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until 
the Holder has exercised this Warrant.
d)
Fundamental Transaction.  If, at any time while this Warrant is outstanding, 
(i) the Company, directly or indirectly, in one or more related transactions effects any 
merger or consolidation of the Company with or into another Person, (ii) the Company or 
any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, 
conveyance or other disposition of all or substantially all of its assets in one or a series of 
related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange 
offer (whether by the Company or another Person) is completed pursuant to which holders 
of Common Shares are permitted to sell, tender or exchange their shares for other 
securities, cash or property and has been accepted by the holders of 50% or more of the 
outstanding Common Shares or 50% or more of the voting power of the common equity of 
the Company, (iv) the Company, directly or indirectly, in one or more related transactions 
effects any reclassification, reorganization or recapitalization of the Common Shares or 
any compulsory share exchange pursuant to which the Common Shares are effectively 
converted into or exchanged for other securities, cash or property, or (v) the Company, 
directly or indirectly, in one or more related transactions consummates a stock or share 
purchase agreement or other business combination (including, without limitation, a 
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another 
Person or group of Persons whereby such other Person or group acquires 50% or more of 
the outstanding Common Shares or 50% or more of the voting power of the common equity 
of the Company (each a “Fundamental Transaction”), then subject to the prior approval of 
the TSX Venture Exchange (and/or other Trading Market on which the Common Shares 
are listed, as applicable), upon any subsequent exercise of this Warrant, the Holder shall 
have the right to receive, for each Warrant Share that would have been issuable upon such 
exercise immediately prior to the occurrence of such Fundamental Transaction, at the 
option of the Holder (without regard to any limitation in Section 2(e) on the exercise of 
this Warrant), the number of Common Shares of the successor or acquiring corporation or 
of the Company, if it is the surviving corporation, and any additional consideration (the 
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a 
holder of the number of Common Shares for which this Warrant is exercisable immediately 
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on 
the exercise of this Warrant).  For purposes of any such exercise, the determination of the 
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration 
based on the amount of Alternate Consideration issuable in respect of one Common Share 
in such Fundamental Transaction, and the Company shall apportion the Exercise Price 

10
among the Alternate Consideration in a reasonable manner reflecting the relative value of 
any different components of the Alternate Consideration.  If holders of Common Shares 
are given any choice as to the securities, cash or property to be received in a Fundamental 
Transaction, then the Holder shall be given the same choice as to the Alternate 
Consideration it receives upon any exercise of this Warrant following such Fundamental 
Transaction.  The Company shall cause any successor entity in a Fundamental Transaction 
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all 
of the obligations of the Company under this Warrant in accordance with the provisions of 
this Section 3(d) pursuant to written agreements in form and substance reasonably 
satisfactory to the Holder.   Upon the occurrence of any such Fundamental Transaction, the 
Successor Entity shall be added to the term “Company” under this Warrant (so that from 
and after the occurrence or consummation of such Fundamental Transaction, each and 
every provision of this Warrant and the other transaction documents referring to the 
“Company” (the “Transaction Documents”)  shall refer instead to each of the Company 
and the Successor Entity or Successor Entities, jointly and severally), and the Successor 
Entity or Successor Entities, jointly and severally with the Company, may exercise every 
right and power of the Company prior thereto and the Successor Entity or Successor 
Entities shall assume all of the obligations of the Company prior thereto under this Warrant 
and the other Transaction Documents with the same effect as if the Company and such 
Successor Entity or Successor Entities, jointly and severally, had been named as the 
Company herein.  For the avoidance of doubt, the Holder shall be entitled to the benefits 
of the provisions of this Section 3(d) regardless of whether the Company has sufficient 
authorized Common Shares for the issuance of Warrant Shares. 
e)
Calculations.  All calculations under this Section 3 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.  For purposes of this 
Section 3, the number of Common Shares deemed to be issued and outstanding as of a 
given date shall be the sum of the number of Common Shares (excluding treasury shares, 
if any) issued and outstanding.
f)
Notice to Holder.  
i.
Adjustment to Exercise Price.  Whenever the Exercise Price is 
adjusted pursuant to any provision of this Section 3, the Company shall 
promptly deliver to the Holder by email a notice setting forth the Exercise 
Price after such adjustment and any resulting adjustment to the number of 
Warrant Shares and setting forth a brief statement of the facts requiring such 
adjustment. 
ii.
Notice to Allow Exercise by Holder.  If  (A) the approval of any 
shareholders of the Company shall be required in connection with any 
reclassification of the Common Shares, any consolidation or merger to 
which the Company (or any of its Subsidiaries) is a party, any sale or 
transfer of all or substantially all of its assets, or any compulsory share 
exchange whereby the Common Shares are converted into other securities, 
cash or property, or (B) the Company shall authorize the voluntary or 
involuntary dissolution, liquidation or winding up of the affairs of the 

11
Company, then, in each case, the Company shall cause to be delivered by 
email to the Holder at its last email address as it shall appear upon the 
Warrant Register of the Company, at least 10 calendar days prior to the 
applicable record or effective date hereinafter specified, a notice stating the 
date on which such reclassification, consolidation, merger, sale, transfer or 
share exchange is expected to become effective or close, and the date as of 
which it is expected that holders of the Common Shares of record shall be 
entitled to exchange their Common Shares for securities, cash or other 
property deliverable upon such reclassification, consolidation, merger, sale, 
transfer or share exchange; provided that the failure to deliver such notice 
or any defect therein or in the delivery thereof shall not affect the validity 
of the corporate action required to be specified in such notice.  To the extent 
that any notice provided in this Warrant constitutes, or contains, material, 
non-public information regarding the Company or any of the Subsidiaries, 
the Company shall substantially contemporaneously file such notice with 
the Commission pursuant to a report on Form 6-K or 8-K, as applicable.  
The Holder shall remain entitled to exercise this Warrant during the period 
commencing on the date of such notice to the effective date of the event 
triggering such notice except as may otherwise be expressly set forth herein.
Section 4.
Transfer of Warrant.
a)
Transferability.  Subject to compliance with applicable securities laws, this 
Warrant and all rights hereunder (including, without limitation, any registration rights) are 
transferable, in whole or in part, upon surrender of this Warrant at the principal office of 
the Company or its designated agent, together with a written assignment of this Warrant 
substantially in the form attached hereto duly executed by the Holder or its agent or 
attorney and funds sufficient to pay any transfer taxes payable upon the making of such 
transfer.  Upon such surrender and, if required, such payment, the Company shall execute 
and deliver a new Warrant or Warrants in the name of the assignee or assignees, as 
applicable, and in the denomination or denominations specified in such instrument of 
assignment, and shall issue to the assignor a new Warrant evidencing the portion of this 
Warrant not so assigned, and this Warrant shall promptly be cancelled.  
b)
New Warrants.  This Warrant may be divided or combined with other 
Warrants upon presentation hereof at the aforesaid office of the Company, together with a 
written notice specifying the names and denominations in which new Warrants are to be 
issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 
4(a), as to any transfer which may be involved in such division or combination, the 
Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant 
or Warrants to be divided or combined in accordance with such notice.  All Warrants issued 
on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with 
this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 
c)
Warrant Register.  The Company shall register this Warrant, upon records 
to be maintained by the Company for that purpose (the “Warrant Register”), in the name 
of the record Holder hereof from time to time.  The Company may deem and treat the 

12
registered Holder of this Warrant as the absolute owner hereof for the purpose of any 
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual 
notice to the contrary.
Section 5.
Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash.  This 
Warrant does not entitle the Holder to any voting rights, dividends or other rights as a 
shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), 
except as expressly set forth in Section 3.  Without limiting any rights of the Holder to 
receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash 
payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required 
to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant.  The Company covenants 
that, upon receipt by the Company of evidence reasonably satisfactory to it of the loss, 
theft, destruction or mutilation of this Warrant or any share certificate relating to the 
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to it, and upon surrender and cancellation of such Warrant or share certificate, 
if mutilated, the Company will make and deliver a new Warrant or share certificate of like 
tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking 
of any action or the expiration of any right required or granted herein shall not be a Business 
Day, then such action may be taken or such right may be exercised on the next succeeding 
Business Day.
d)
Authorized Shares.  
The Company covenants that, during the period this Warrant is 
outstanding, it will reserve from its authorized and unissued Common Shares a 
sufficient number of shares to provide for the issuance of the Warrant Shares upon 
the exercise of any purchase rights under this Warrant.  The Company further 
covenants that its issuance of this Warrant shall constitute full authority to its 
officers who are charged with the duty of issuing the necessary Warrant Shares 
upon the exercise of the purchase rights under this Warrant.  The Company will 
take all such reasonable action as may be necessary to assure that such Warrant 
Shares may be issued as provided herein without violation of any applicable law or 
regulation, or of any requirements of any Trading Market on which the Common 
Shares are listed.  The Company covenants that all Warrant Shares which may be 
issued upon the exercise of the purchase rights represented by this Warrant will, 
upon exercise of the purchase rights represented by this Warrant and payment for 
such Warrant Shares in accordance herewith, be duly authorized, validly issued, 
fully paid and nonassessable and free from all taxes, liens and charges created by 
the Company in respect of the issue thereof (other than taxes in respect of any 
transfer occurring contemporaneously with such issue).  

13
Except and to the extent as waived or consented to by the Holder, the 
Company shall not by any action, including, without limitation, amending its 
certificate of incorporation or through any reorganization, transfer of assets, 
consolidation, merger, dissolution, issue or sale of securities or any other voluntary 
action, avoid or seek to avoid the observance or performance of any of the terms of 
this Warrant, but will at all times in good faith assist in the carrying out of all such 
terms and in the taking of all such actions as may be reasonably necessary or 
appropriate to protect the rights of Holder as set forth in this Warrant against 
impairment.  Without limiting the generality of the foregoing, the Company will (i) 
take all such action as may be necessary or appropriate in order that the Company 
may validly and legally issue fully paid and nonassessable Warrant Shares upon the 
exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all 
such authorizations, exemptions or consents from any public regulatory body 
having jurisdiction thereof, as may be, necessary to enable the Company to perform 
its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number 
of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, 
the Company shall obtain all such authorizations or exemptions thereof, or consents 
thereto, as may be necessary from any public regulatory body or bodies having 
jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, 
enforcement and interpretation of this Warrant shall be governed by and construed and 
enforced in accordance with the internal laws of the State of New York, without regard to 
the principles of conflicts of law thereof.  Each party agrees that all legal proceedings 
concerning the interpretations, enforcement and defense of the transactions contemplated 
by this Warrant (whether brought against a party hereto or their respective Affiliates, 
directors, officers, shareholders, partners, members, employees or agents) shall be 
commenced exclusively in the state and federal courts sitting in the City of New York. 
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal 
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any 
dispute hereunder or in connection herewith or with any transaction contemplated hereby 
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, 
action or proceeding, any claim that it is not personally subject to the jurisdiction of any 
such court, that such suit, action or proceeding is improper or is an inconvenient venue for 
such proceeding.  Each party hereby irrevocably waives personal service of process and 
consents to process being served in any such suit, action or proceeding by mailing a copy 
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to 
such party at the address in effect for notices to it under this Warrant and agrees that such 
service shall constitute good and sufficient service of process and notice thereof.  Nothing 
contained herein shall be deemed to limit in any way any right to serve process in any other 
manner permitted by law.  If either party shall commence an action, suit or proceeding to 
enforce any provisions of this Warrant, the prevailing party in such action, suit or 
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and 
other costs and expenses incurred with the investigation, preparation and prosecution of 
such action or proceeding.

14
f)
Restrictions.  The Holder acknowledges that the Warrant Shares acquired 
upon the exercise of this Warrant, if the issuance thereof to the Holder is not registered, 
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed 
by state and federal securities laws (and may bear or be subject to legends and stock transfer 
instructions to such effect).
g)
Nonwaiver and Expenses.  No course of dealing or any delay or failure to 
exercise any right hereunder on the part of Holder shall operate as a waiver of such right 
or otherwise prejudice the Holder’s rights, powers or remedies.  Without limiting any other 
provision of this Warrant, if the Company willfully and knowingly fails to comply with 
any provision of this Warrant, which results in any material damages to the Holder, the 
Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and 
expenses including, but not limited to, reasonable attorneys’ fees, including those of 
appellate proceedings, incurred by the Holder in collecting any amounts due pursuant 
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices.  Any and all notices or other communications or deliveries to be 
provided by the Holder hereunder including, without limitation, any Notice of Exercise, 
shall be in writing and delivered personally, by e-mail, or sent by Federal Express or 
another nationally recognized overnight courier service, addressed to the Company, at 120 
Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Attention: Kevin Barnes, 
email address: kb@poet-technologies.com , or such other email address or address as the 
Company may specify for such purposes by notice to the Holder.  Any and all notices or 
other communications or deliveries to be provided by the Company hereunder shall be in 
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight 
courier service addressed to each Holder at the e-mail address or address of such Holder 
appearing on the books of the Company.  Any notice or other communication or deliveries 
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, 
if such notice or communication is delivered via e-mail at the e-mail address set forth in 
this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day 
after the time of transmission, if such notice or communication is delivered via e-mail at 
the e-mail address set forth in this Section on a day that is not a Trading Day or later than 
5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day on which the 
notice is deposited with Federal Express or another  nationally recognized overnight 
courier service, if sent by Federal Express or another nationally recognized overnight 
courier or (iv) upon actual receipt by the party to whom such notice is required to be given.  
To the extent that any notice provided hereunder constitutes, or contains, material, non-
public information regarding the Company, the Company shall substantially 
contemporaneously file such notice with the Commission pursuant to a report on Form 6-
K or 8-K, as applicable.
i)
Limitation of Liability.  No provision hereof, in the absence of any 
affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and 
no enumeration herein of the rights or privileges of the Holder, shall give rise to any 
liability of the Holder for the purchase price of any Common Shares or as a shareholder of 
the Company, whether such liability is asserted by the Company or by creditors of the 
Company.

15
j)
Remedies.  The Holder, in addition to being entitled to exercise all rights 
granted by law, including recovery of damages, will be entitled to specific performance by 
the Company of its rights under this Warrant.  The Company agrees that monetary damages 
would not be adequate compensation for any loss incurred by reason of a breach by it of 
the provisions of this Warrant and hereby agrees to waive and not to assert the defense in 
any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns.  Subject to applicable securities laws, this Warrant 
and the rights and obligations evidenced hereby shall inure to the benefit of and be binding 
upon the successors and permitted assigns of the Company and the successors and 
permitted assigns of Holder.  The provisions of this Warrant are intended to be for the 
benefit of any Holder from time to time of this Warrant and shall be enforceable by the 
Holder or holder of Warrant Shares.
l)
Amendment.  This Warrant may be modified or amended or the provisions 
hereof waived with the written consent of the Company and the Holder.
m)
Severability.  Wherever possible, each provision of this Warrant shall be 
interpreted in such manner as to be effective and valid under applicable law, but if any 
provision of this Warrant shall be prohibited by or invalid under applicable law, such 
provision shall be ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n)
Headings.  The headings used in this Warrant are for the convenience of 
reference only and shall not, for any purpose, be deemed a part of this Warrant.
o)
Representations of Holder.  The Holder of this Warrant, by its acceptance 
hereof, acknowledges and agrees that each delivery of a Notice of Exercise (i) at a time at 
which there is no effective registration statement registering, or the prospectus contained 
therein is not available for, the issuance of the Warrant Shares to the Holder and (ii) where 
the exercise is not being effected via cashless exercise pursuant to Section 2(c) (an 
“Unregistered Cash Exercise”), shall constitute a representation that the Holder (A) is an 
“accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D 
promulgated by the United States Securities and Exchange Commission under the 
Securities Act and (B) will acquire the applicable Warrant Shares for its own account and 
not with a view towards, or for resale in connection with, the public sale or distribution of 
such Warrant Shares, except pursuant to sales registered or exempted under the Securities 
Act, unless contemporaneous with the delivery of such Notice of Exercise the Holder 
notifies the Company in writing that it is not making such representations.  Without limiting 
the foregoing, it shall be a condition to any Unregistered Cash Exercise, and the Company’s 
obligations set forth in Section 2 in connection with such exercise, that the Company 
receive such other representations and documentation (which may include a legal opinion) 
as the Company and/or the Transfer Agent considers reasonably necessary to assure the 
Company that the issuance of its securities upon exercise of this Warrant shall not violate 
any United States or state securities laws.

16
p)
Currency.
All references to currency herein shall be deemed to refer to 
United States dollars.
********************
(Signature Page Follows)

17
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed 
by its officer thereunto duly authorized as of the date first above indicated.
 
POET TECHNOLOGIES INC.
By:__________________________________________
     Name:  Thomas R. Mika
     Title:    Chief Financial Officer

NOTICE OF EXERCISE
TO:
POET TECHNOLOGIES INC.
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company 
pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the 
exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[  ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in 
accordance with the formula set forth in subsection 2(c), to exercise this Warrant with 
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless 
exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as 
is specified below:
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________

ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form 
to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
Phone Number:
Email Address:                                                      
(Please Print)
______________________________________
______________________________________
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

1
COMMON SHARE PURCHASE WARRANT
 POET TECHNOLOGIES INC.
Warrant Shares: 3,333,334
Initial Exercise Date: July 19, 2024
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies 
that, for value received, MMCAP International Inc. SPC or its assigns (the “Holder”) is entitled, 
upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, 
at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. 
(New York City time) on July 18, 2029 (the “Termination Date”) but not thereafter, to subscribe 
for and purchase from POET Technologies Inc., a corporation existing under laws of the Province 
of Ontario, Canada (the “Company”), up to 3,333,334 Common Shares (as subject to adjustment 
hereunder, the “Warrant Shares”).  The purchase price of one Common Share under this Warrant 
shall be equal to the Exercise Price, as defined in Section 2(b).  
Section 1.
Definitions.  In addition to the terms defined elsewhere in this Warrant, the 
following terms have the meanings indicated in this Section 1:
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person, as 
such terms are used in and construed under Rule 405 under the Securities Act.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, 
“non-essential employee”  or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day.
“Commission” means the United States Securities and Exchange Commission.
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares.

2
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
 “Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Registration Statement” means the Company’s registration statement on Form F-
3 (File No. 333-273853).
“Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Subsidiary” means any subsidiary of the Company and shall, where applicable, 
also include any direct or indirect subsidiary of the Company formed or acquired after the 
date hereof.
“Trading Day” means a day on which the Common Shares are traded on a Trading 
Market.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing).
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company.
“VWAP” means, for any date, the price determined by the first of the following 
clauses that applies: (a) if the Common Shares are then listed on a Trading Market that is 
a U.S. national securities exchange or quoted on a Trading Market, the daily volume 
weighted average price per share of the Common Shares for such date (or the nearest 
preceding date) on the Trading Market on which the Common Shares are then listed or 
quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City 
time) to 4:02 p.m. (New York City time)), (b) if the Common Shares are not listed on a 
Trading Market that is a U.S. national securities exchange but are quoted on the OTCQB 
or OTCQX, the volume weighted average price per share of the Common Shares for such 
date (or the nearest preceding date) on the OTCQB or OTCQX, as applicable, on such date, 
(c) if the Common Shares are not then listed or quoted for trading on a Trading Market and 
if prices for the Common Shares are then reported on The Pink Open Market (or a similar 
organization or agency succeeding to its functions of reporting prices), the most recent bid 
price per Common Share so reported, or (d) in all other cases, the fair market value of a 
Common Share as determined by an independent appraiser selected in good faith by the 
Purchasers of a majority in interest of the Securities then outstanding and reasonably 
acceptable to the Company, the fees and expenses of which shall be paid by the Company. 

3
“Warrants” means this Warrant and other Common Share purchase warrants issued 
by the Company pursuant to the Registration Statement.
Section 2.
Exercise.
a)
Exercise of Warrant.  Subject to the provisions of Section 2(e) herein, the 
exercise of the purchase rights represented by this Warrant may be made, in whole or in 
part, at any time or times on or after the Initial Exercise Date and on or before the 
Termination Date by delivery to the Company of a duly executed PDF copy submitted by 
e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the 
“Notice of Exercise”).  Within one (1) Trading Day following the date of exercise as 
aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in 
the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United 
States bank unless the cashless exercise procedure specified in Section 2(c) below is 
specified in the applicable Notice of Exercise.  No ink-original Notice of Exercise shall be 
required, nor shall any medallion guarantee (or other type of guarantee or notarization) of 
any Notice of Exercise be required.  Notwithstanding anything herein to the contrary, the 
Holder shall not be required to physically surrender this Warrant to the Company until the 
Holder has purchased all of the Warrant Shares available hereunder and this Warrant has 
been exercised in full, in which case, the Holder shall surrender this Warrant to the 
Company for cancellation within three (3) Trading Days of the date on which the final 
Notice of Exercise is delivered to the Company.  Partial exercises of this Warrant resulting 
in purchases of a portion of the total number of Warrant Shares available hereunder shall 
have the effect of lowering the outstanding number of Warrant Shares purchasable 
hereunder in an amount equal to the applicable number of Warrant Shares purchased.  The 
Holder and the Company shall maintain records showing the number of Warrant Shares 
purchased and the date of such purchases.  The Company shall deliver any objection to any 
Notice of Exercise within one (1) Business Day of receipt of such notice.  The Holder and 
any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason 
of the provisions of this paragraph, following the purchase of a portion of the Warrant 
Shares hereunder, the number of Warrant Shares available for purchase hereunder 
at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price.  The exercise price per Common Share under this Warrant 
shall be $4.00, subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise.  If at the time of exercise hereof there is no effective 
registration statement registering, or the prospectus contained therein is not available for, 
the issuance of the Warrant Shares to, or the resale of the Warrant Shares by, the Holder, 
then this Warrant may also be exercised, in whole or in part, at such time by means of a 
“cashless exercise” in which the Holder shall be entitled to receive a number of Warrant 
Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
 (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the 
date of the applicable Notice of Exercise if such Notice of Exercise is 
delivered pursuant to Section 2(a) hereof (1) on a day that is not a Trading 
Day or (2) on a Trading Day either (x) prior to the opening of “regular trading 

4
hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the 
federal securities laws) on such Trading Day, or (y) during “regular trading 
hours” on such Trading Day or (ii) the VWAP on the date of the applicable 
Notice of Exercise if the date of such Notice of Exercise is a Trading Day and 
such Notice of Exercise is delivered pursuant to Section 2(a) hereof after the 
close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and 
(X) = the number of Warrant Shares that would be issuable upon exercise of this 
Warrant in accordance with the terms of this Warrant if such exercise were 
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge 
and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares 
shall take on the registered characteristics of this Warrant.  The Company agrees not to 
take any position contrary to this Section 2(c).
Notwithstanding anything herein to the contrary, on the Termination Date, this 
Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c) 
if the VWAP on the Termination Date is greater than the Exercise Price as then in effect.
d) Mechanics of Exercise. 
i. Delivery of Warrant Shares Upon Exercise.  The Company shall cause the 
Warrant Shares purchased hereunder to be transmitted by the Transfer 
Agent to the Holder by crediting the account of the Holder’s or its 
designee’s balance account with The Depository Trust Company (“DTC”) 
through its Deposit/Withdrawal at Custodian system (“DWAC”) if the 
Transfer Agent is then a participant in such system and either (A) there is 
then an effective registration statement permitting the issuance of the 
Warrant Shares to or resale of the Warrant Shares by Holder or (B) this 
Warrant is being exercised via cashless exercise, and otherwise by physical 
delivery of a certificate, registered in the Company’s share register in the 
name of the Holder or its designee, for the number of Warrant Shares to 
which the Holder is entitled pursuant to such exercise to the address 
specified by the Holder in the Notice of Exercise by the date that is one (1) 
Trading Day after the later of (i) the delivery to the Company of the Notice 
of Exercise and  (ii) the delivery of the aggregate Exercise Price to the 
Company (such date, the “Warrant Share Delivery Date”). Upon delivery 
of the Notice of Exercise, the Holder shall be deemed for all corporate 
purposes to have become the holder of record of the Warrant Shares with 
respect to which this Warrant has been exercised, irrespective of the date of 
delivery of the Warrant Shares, provided that payment of the aggregate 
Exercise Price (other than in the case of a cashless exercise) is received 
within one  (1) Trading Day following delivery of the Notice of Exercise.  

5
ii.
Delivery of New Warrants Upon Exercise.  If this Warrant shall 
have been exercised in part, the Company shall, at the request of the Holder 
and upon surrender of this Warrant certificate, at the time of delivery of the 
Warrant Shares, deliver to the Holder a new Warrant evidencing the rights 
of the Holder to purchase the unpurchased Warrant Shares called for by this 
Warrant, which new Warrant shall in all other respects be identical with this 
Warrant.
iii. Rescission Rights.  If the Company fails to cause the Transfer Agent to 
transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the 
Warrant Share Delivery Date, then the Holder will have the right to rescind 
such exercise.  Upon any rescission of an exercise, the Company’s 
obligations in respect of such exercise, including, without limitation, any 
obligation to issue the applicable Warrant Shares.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant 
Shares Upon Exercise.  In addition to any other rights available to the 
Holder, if the Company fails to cause the Transfer Agent to transmit to the 
Holder the Warrant Shares in accordance with the provisions of Section 
2(d)(i) above pursuant to an exercise on or before the Warrant Share 
Delivery Date, and if after such date the Holder is required by its broker to 
purchase (in an open market transaction or otherwise) or the Holder’s 
brokerage firm otherwise purchases, Common Shares to deliver in 
satisfaction of a sale by the Holder of the Warrant Shares which the Holder 
anticipated receiving upon such exercise (a “Buy-In”), then the Company 
shall (A) pay in cash to the Holder the amount, if any, by which (x) the 
Holder’s total purchase price (including brokerage commissions, if any) for 
the Common Shares so purchased exceeds (y) the amount obtained by 
multiplying (1) the number of Warrant Shares that the Company was 
required to deliver to the Holder in connection with the exercise at issue 
times (2) the price at which the sell order giving rise to such purchase 
obligation was executed, and (B) at the option of the Holder, either reinstate 
the portion of this Warrant and equivalent number of Warrant Shares for 
which such exercise was not honored (in which case such exercise shall be 
deemed rescinded) or deliver to the Holder the number of Common Shares 
that would have been issued had the Company timely complied with its 
exercise and delivery obligations hereunder.  For example, if the Holder 
purchases Common Shares having a total purchase price of $11,000 to cover 
a Buy-In with respect to an attempted exercise of Common Shares with an 
aggregate sale price giving rise to such purchase obligation of $10,000, 
under clause (A) of the immediately preceding sentence the Company shall 
be required to pay the Holder $1,000. The Holder shall provide the 
Company written notice indicating the amounts payable to the Holder in 
respect of the Buy-In and, upon request of the Company, evidence of the 
amount of such loss.  Nothing herein shall limit a Holder’s right to pursue 
any other remedies available to it hereunder, at law or in equity including, 
without limitation, a decree of specific performance and/or injunctive relief 

6
with respect to the Company’s failure to timely deliver Common Shares 
upon exercise of this Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip.  No fractional shares or scrip 
representing fractional shares shall be issued upon the exercise of this 
Warrant.  As to any fraction of a share which the Holder would otherwise 
be entitled to purchase upon such exercise, the Company shall, at its 
election, either pay a cash adjustment in respect of such final fraction in an 
amount equal to such fraction multiplied by the Exercise Price or round up 
to the next whole share.
vi.
Charges, Taxes and Expenses.  Issuance of Warrant Shares shall 
be made without charge to the Holder for any issue or transfer tax or other 
incidental expense in respect of the issuance of such Warrant Shares, all of 
which taxes and expenses shall be paid by the Company, and such Warrant 
Shares shall be issued in the name of the Holder or in such name or names 
as may be directed by the Holder; provided, however, that, in the event that 
Warrant Shares are to be issued in a name other than the name of the Holder, 
this Warrant when surrendered for exercise shall be accompanied by the 
Assignment Form attached hereto duly executed by the Holder and the 
Company may require, as a condition thereto, the payment of a sum 
sufficient to reimburse it for any transfer tax incidental thereto.  The 
Company shall pay all Transfer Agent fees required for same-day 
processing of any Notice of Exercise and all fees to DTC (or another 
established clearing corporation performing similar functions) required for 
same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books.  The Company will not close its shareholder 
books or records in any manner which prevents the timely exercise of this 
Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations.  The Company shall not effect any exercise 
of this Warrant, and the Holder shall not have the right to exercise any portion of this 
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such 
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder 
(together with the Holder’s Affiliates, and any other Persons acting as a group together 
with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), 
would beneficially own in excess of the Beneficial Ownership Limitation (as defined 
below).  For purposes of the foregoing sentence, the number of Common Shares 
beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the 
number of Common Shares issuable upon exercise of this Warrant with respect to which 
such determination is being made, but shall exclude the number of Common Shares which 
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant 
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) 
exercise or conversion of the unexercised or nonconverted portion of any other securities 
of the Company (including, without limitation, any other Common Share Equivalents) 
subject to a limitation on conversion or exercise analogous to the limitation contained 

7
herein beneficially owned by the Holder or any of its Affiliates or Attribution 
Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), 
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder, it being acknowledged by the 
Holder that the Company is not representing to the Holder that such calculation is in 
compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible 
for any schedules required to be filed in accordance therewith.  To the extent that the 
limitation contained in this Section 2(e) applies, the determination of whether this Warrant 
is exercisable (in relation to other securities owned by the Holder together with any 
Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall 
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be 
deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation 
to other securities owned by the Holder together with any Affiliates and Attribution Parties) 
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial 
Ownership Limitation, and the Company shall have no obligation to verify or confirm the 
accuracy of such determination.  In addition, a determination as to any group status as 
contemplated above shall be determined in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder.  For purposes of this Section 
2(e), in determining the number of outstanding Common Shares, the Holder may rely on 
the number of outstanding Common Shares as reflected in (A) the Company’s most recent 
periodic or annual report filed with the Commission, as the case may be, (B) a more recent 
public announcement by the Company or (C) a more recent written notice by the Company 
or the Transfer Agent setting forth the number of Common Shares outstanding.  Upon the 
written or oral request of a Holder, the Company shall within one Trading Day confirm 
orally and in writing to the Holder the number of Common Shares then outstanding.  In 
any case, the number of outstanding Common Shares shall be determined after giving 
effect to the conversion or exercise of securities of the Company, including this Warrant, 
by the Holder or its Affiliates or Attribution Parties since the date as of which such number 
of outstanding Common Shares was reported.  The “Beneficial Ownership Limitation” 
shall be 9.99% of the number of Common Shares outstanding immediately after giving 
effect to the issuance of Common Shares issuable upon exercise of this Warrant.  The 
provisions of this paragraph shall be construed and implemented in a manner otherwise 
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or 
any portion hereof) which may be defective or inconsistent with the intended Beneficial 
Ownership Limitation herein contained or to make changes or supplements necessary or 
desirable to properly give effect to such limitation.  The limitations contained in this 
paragraph shall apply to a successor holder of this Warrant.  
Section 3.
Certain Adjustments.
a)
Stock Dividends and Splits.  If the Company, at any time while this Warrant 
is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions 
on its Common Shares or any other equity or equity equivalent securities payable in 
Common Shares (which, for avoidance of doubt, shall not include any Common Shares 
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding 
Common Shares into a larger number of shares, (iii) combines (including by way of reverse 
stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by 

8
reclassification of Common Shares any capital shares of the Company, then, in each case, 
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the 
number of Common Shares (excluding treasury shares, if any) outstanding immediately 
before such event and of which the denominator shall be the number of Common Shares 
outstanding immediately after such event, and the number of shares issuable upon exercise 
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of 
this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) 
shall become effective immediately after the record date for the determination of 
shareholders entitled to receive such dividend or distribution (provided, that such 
adjustment shall be reversed if such dividend or distribution is terminated prior to the 
making thereof) and shall become effective immediately after the effective date in the case 
of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings.  In addition to any adjustments pursuant to 
Section 3(a) above, if at any time the Company grants, issues or sells any Common Share 
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to 
the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder 
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate 
Purchase Rights which the Holder could have acquired if the Holder had held the number 
of Common Shares acquirable upon complete exercise of this Warrant (without regard to 
any limitations on exercise hereof, including without limitation, the Beneficial Ownership 
Limitation) immediately before the date on which a record is taken for the grant, issuance 
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the grant, issue or sale of such 
Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate 
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership 
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to 
such extent (or beneficial ownership of such Common Shares as a result of such Purchase 
Right to such extent) and such Purchase Right to such extent shall be held in abeyance for 
the Holder until such time, if ever, as its right thereto would not result in the Holder 
exceeding the Beneficial Ownership Limitation). 
c)
Pro Rata Distributions.  During such time as this Warrant is outstanding, if 
the Company shall declare or make any dividend or other distribution of its assets (or rights 
to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise 
(including, without limitation, any distribution of cash, shares or other securities, property 
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme 
of arrangement or other similar transaction) (a “Distribution”), at any time after the 
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate 
in such Distribution to the same extent that the Holder would have participated therein if 
the Holder had held the number of Common Shares acquirable upon complete exercise of 
this Warrant (without regard to any limitations on exercise hereof, including without 
limitation, the Beneficial Ownership Limitation) immediately before the date of which a 
record is taken for such Distribution, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the participation in such 
Distribution (provided, however, that, to the extent that the Holder’s right to participate in 
any such Distribution would result in the Holder exceeding the Beneficial Ownership 

9
Limitation, then the Holder shall not be entitled to participate in such Distribution to such 
extent (or in the beneficial ownership of any Common Shares as a result of such 
Distribution to such extent) and the portion of such Distribution shall be held in abeyance 
for the benefit of the Holder until such time, if ever, as its right thereto would not result in 
the Holder exceeding the Beneficial Ownership Limitation).  To the extent that this 
Warrant has not been partially or completely exercised at the time of such Distribution, 
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until 
the Holder has exercised this Warrant.
d)
Fundamental Transaction.  If, at any time while this Warrant is outstanding, 
(i) the Company, directly or indirectly, in one or more related transactions effects any 
merger or consolidation of the Company with or into another Person, (ii) the Company or 
any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, 
conveyance or other disposition of all or substantially all of its assets in one or a series of 
related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange 
offer (whether by the Company or another Person) is completed pursuant to which holders 
of Common Shares are permitted to sell, tender or exchange their shares for other 
securities, cash or property and has been accepted by the holders of 50% or more of the 
outstanding Common Shares or 50% or more of the voting power of the common equity of 
the Company, (iv) the Company, directly or indirectly, in one or more related transactions 
effects any reclassification, reorganization or recapitalization of the Common Shares or 
any compulsory share exchange pursuant to which the Common Shares are effectively 
converted into or exchanged for other securities, cash or property, or (v) the Company, 
directly or indirectly, in one or more related transactions consummates a stock or share 
purchase agreement or other business combination (including, without limitation, a 
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another 
Person or group of Persons whereby such other Person or group acquires 50% or more of 
the outstanding Common Shares or 50% or more of the voting power of the common equity 
of the Company (each a “Fundamental Transaction”), then subject to the prior approval of 
the TSX Venture Exchange (and/or other Trading Market on which the Common Shares 
are listed, as applicable), upon any subsequent exercise of this Warrant, the Holder shall 
have the right to receive, for each Warrant Share that would have been issuable upon such 
exercise immediately prior to the occurrence of such Fundamental Transaction, at the 
option of the Holder (without regard to any limitation in Section 2(e) on the exercise of 
this Warrant), the number of Common Shares of the successor or acquiring corporation or 
of the Company, if it is the surviving corporation, and any additional consideration (the 
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a 
holder of the number of Common Shares for which this Warrant is exercisable immediately 
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on 
the exercise of this Warrant).  For purposes of any such exercise, the determination of the 
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration 
based on the amount of Alternate Consideration issuable in respect of one Common Share 
in such Fundamental Transaction, and the Company shall apportion the Exercise Price 
among the Alternate Consideration in a reasonable manner reflecting the relative value of 
any different components of the Alternate Consideration.  If holders of Common Shares 
are given any choice as to the securities, cash or property to be received in a Fundamental 
Transaction, then the Holder shall be given the same choice as to the Alternate 

10
Consideration it receives upon any exercise of this Warrant following such Fundamental 
Transaction.  The Company shall cause any successor entity in a Fundamental Transaction 
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all 
of the obligations of the Company under this Warrant in accordance with the provisions of 
this Section 3(d) pursuant to written agreements in form and substance reasonably 
satisfactory to the Holder.   Upon the occurrence of any such Fundamental Transaction, the 
Successor Entity shall be added to the term “Company” under this Warrant (so that from 
and after the occurrence or consummation of such Fundamental Transaction, each and 
every provision of this Warrant and the other transaction documents referring to the 
“Company” (the “Transaction Documents”)  shall refer instead to each of the Company 
and the Successor Entity or Successor Entities, jointly and severally), and the Successor 
Entity or Successor Entities, jointly and severally with the Company, may exercise every 
right and power of the Company prior thereto and the Successor Entity or Successor 
Entities shall assume all of the obligations of the Company prior thereto under this Warrant 
and the other Transaction Documents with the same effect as if the Company and such 
Successor Entity or Successor Entities, jointly and severally, had been named as the 
Company herein.  For the avoidance of doubt, the Holder shall be entitled to the benefits 
of the provisions of this Section 3(d) regardless of whether the Company has sufficient 
authorized Common Shares for the issuance of Warrant Shares. 
e)
Calculations.  All calculations under this Section 3 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.  For purposes of this 
Section 3, the number of Common Shares deemed to be issued and outstanding as of a 
given date shall be the sum of the number of Common Shares (excluding treasury shares, 
if any) issued and outstanding.
f)
Notice to Holder.  
i.
Adjustment to Exercise Price.  Whenever the Exercise Price is 
adjusted pursuant to any provision of this Section 3, the Company shall 
promptly deliver to the Holder by email a notice setting forth the Exercise 
Price after such adjustment and any resulting adjustment to the number of 
Warrant Shares and setting forth a brief statement of the facts requiring such 
adjustment. 
ii.
Notice to Allow Exercise by Holder.  If  (A) the approval of any 
shareholders of the Company shall be required in connection with any 
reclassification of the Common Shares, any consolidation or merger to 
which the Company (or any of its Subsidiaries) is a party, any sale or 
transfer of all or substantially all of its assets, or any compulsory share 
exchange whereby the Common Shares are converted into other securities, 
cash or property, or (B) the Company shall authorize the voluntary or 
involuntary dissolution, liquidation or winding up of the affairs of the 
Company, then, in each case, the Company shall cause to be delivered by 
email to the Holder at its last email address as it shall appear upon the 
Warrant Register of the Company, at least 10 calendar days prior to the 
applicable record or effective date hereinafter specified, a notice stating the 

11
date on which such reclassification, consolidation, merger, sale, transfer or 
share exchange is expected to become effective or close, and the date as of 
which it is expected that holders of the Common Shares of record shall be 
entitled to exchange their Common Shares for securities, cash or other 
property deliverable upon such reclassification, consolidation, merger, sale, 
transfer or share exchange; provided that the failure to deliver such notice 
or any defect therein or in the delivery thereof shall not affect the validity 
of the corporate action required to be specified in such notice.  To the extent 
that any notice provided in this Warrant constitutes, or contains, material, 
non-public information regarding the Company or any of the Subsidiaries, 
the Company shall substantially contemporaneously file such notice with 
the Commission pursuant to a report on Form 6-K or 8-K, as applicable.  
The Holder shall remain entitled to exercise this Warrant during the period 
commencing on the date of such notice to the effective date of the event 
triggering such notice except as may otherwise be expressly set forth herein.
Section 4.
Transfer of Warrant.
a)
Transferability.  This Warrant and all rights hereunder (including, without 
limitation, any registration rights) are transferable, in whole or in part, upon surrender of 
this Warrant at the principal office of the Company or its designated agent, together with a 
written assignment of this Warrant substantially in the form attached hereto duly executed 
by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable 
upon the making of such transfer.  Upon such surrender and, if required, such payment, the 
Company shall execute and deliver a new Warrant or Warrants in the name of the assignee 
or assignees, as applicable, and in the denomination or denominations specified in such 
instrument of assignment, and shall issue to the assignor a new Warrant evidencing the 
portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled.  
b)
New Warrants.  This Warrant may be divided or combined with other 
Warrants upon presentation hereof at the aforesaid office of the Company, together with a 
written notice specifying the names and denominations in which new Warrants are to be 
issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 
4(a), as to any transfer which may be involved in such division or combination, the 
Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant 
or Warrants to be divided or combined in accordance with such notice.  All Warrants issued 
on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with 
this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 
c)
Warrant Register.  The Company shall register this Warrant, upon records 
to be maintained by the Company for that purpose (the “Warrant Register”), in the name 
of the record Holder hereof from time to time.  The Company may deem and treat the 
registered Holder of this Warrant as the absolute owner hereof for the purpose of any 
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual 
notice to the contrary.

12
Section 5.
Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash.  This 
Warrant does not entitle the Holder to any voting rights, dividends or other rights as a 
shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), 
except as expressly set forth in Section 3.  Without limiting any rights of the Holder to 
receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash 
payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required 
to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant.  The Company covenants 
that, upon receipt by the Company of evidence reasonably satisfactory to it of the loss, 
theft, destruction or mutilation of this Warrant or any share certificate relating to the 
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to it, and upon surrender and cancellation of such Warrant or share certificate, 
if mutilated, the Company will make and deliver a new Warrant or share certificate of like 
tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking 
of any action or the expiration of any right required or granted herein shall not be a Business 
Day, then such action may be taken or such right may be exercised on the next succeeding 
Business Day.
d)
Authorized Shares.  
The Company covenants that, during the period this Warrant is 
outstanding, it will reserve from its authorized and unissued Common Shares a 
sufficient number of shares to provide for the issuance of the Warrant Shares upon 
the exercise of any purchase rights under this Warrant.  The Company further 
covenants that its issuance of this Warrant shall constitute full authority to its 
officers who are charged with the duty of issuing the necessary Warrant Shares 
upon the exercise of the purchase rights under this Warrant.  The Company will 
take all such reasonable action as may be necessary to assure that such Warrant 
Shares may be issued as provided herein without violation of any applicable law or 
regulation, or of any requirements of any Trading Market on which the Common 
Shares are listed.  The Company covenants that all Warrant Shares which may be 
issued upon the exercise of the purchase rights represented by this Warrant will, 
upon exercise of the purchase rights represented by this Warrant and payment for 
such Warrant Shares in accordance herewith, be duly authorized, validly issued, 
fully paid and nonassessable and free from all taxes, liens and charges created by 
the Company in respect of the issue thereof (other than taxes in respect of any 
transfer occurring contemporaneously with such issue).  
Except and to the extent as waived or consented to by the Holder, the 
Company shall not by any action, including, without limitation, amending its 
certificate of incorporation or through any reorganization, transfer of assets, 
consolidation, merger, dissolution, issue or sale of securities or any other voluntary 

13
action, avoid or seek to avoid the observance or performance of any of the terms of 
this Warrant, but will at all times in good faith assist in the carrying out of all such 
terms and in the taking of all such actions as may be reasonably necessary or 
appropriate to protect the rights of Holder as set forth in this Warrant against 
impairment.  Without limiting the generality of the foregoing, the Company will (i) 
take all such action as may be necessary or appropriate in order that the Company 
may validly and legally issue fully paid and nonassessable Warrant Shares upon the 
exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all 
such authorizations, exemptions or consents from any public regulatory body 
having jurisdiction thereof, as may be, necessary to enable the Company to perform 
its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number 
of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, 
the Company shall obtain all such authorizations or exemptions thereof, or consents 
thereto, as may be necessary from any public regulatory body or bodies having 
jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, 
enforcement and interpretation of this Warrant shall be governed by and construed and 
enforced in accordance with the internal laws of the State of New York, without regard to 
the principles of conflicts of law thereof.  Each party agrees that all legal proceedings 
concerning the interpretations, enforcement and defense of the transactions contemplated 
by this Warrant (whether brought against a party hereto or their respective Affiliates, 
directors, officers, shareholders, partners, members, employees or agents) shall be 
commenced exclusively in the state and federal courts sitting in the City of New York. 
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal 
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any 
dispute hereunder or in connection herewith or with any transaction contemplated hereby 
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, 
action or proceeding, any claim that it is not personally subject to the jurisdiction of any 
such court, that such suit, action or proceeding is improper or is an inconvenient venue for 
such proceeding.  Each party hereby irrevocably waives personal service of process and 
consents to process being served in any such suit, action or proceeding by mailing a copy 
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to 
such party at the address in effect for notices to it under this Warrant and agrees that such 
service shall constitute good and sufficient service of process and notice thereof.  Nothing 
contained herein shall be deemed to limit in any way any right to serve process in any other 
manner permitted by law.  If either party shall commence an action, suit or proceeding to 
enforce any provisions of this Warrant, the prevailing party in such action, suit or 
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and 
other costs and expenses incurred with the investigation, preparation and prosecution of 
such action or proceeding.
f)
Restrictions.  The Holder acknowledges that the Warrant Shares acquired 
upon the exercise of this Warrant, if the issuance thereof to the Holder is not registered, 
and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed 

14
by state and federal securities laws (and may bear or be subject to legends and stock transfer 
instructions to such effect).
g)
Nonwaiver and Expenses.  No course of dealing or any delay or failure to 
exercise any right hereunder on the part of Holder shall operate as a waiver of such right 
or otherwise prejudice the Holder’s rights, powers or remedies.  Without limiting any other 
provision of this Warrant, if the Company willfully and knowingly fails to comply with 
any provision of this Warrant, which results in any material damages to the Holder, the 
Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and 
expenses including, but not limited to, reasonable attorneys’ fees, including those of 
appellate proceedings, incurred by the Holder in collecting any amounts due pursuant 
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices.  Any and all notices or other communications or deliveries to be 
provided by the Holder hereunder including, without limitation, any Notice of Exercise, 
shall be in writing and delivered personally, by e-mail, or sent by Federal Express or 
another nationally recognized overnight courier service, addressed to the Company, at 120 
Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Attention: Kevin Barnes, 
email address: kb@poet-technologies.com , or such other email address or address as the 
Company may specify for such purposes by notice to the Holder.  Any and all notices or 
other communications or deliveries to be provided by the Company hereunder shall be in 
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight 
courier service addressed to each Holder at the e-mail address or address of such Holder 
appearing on the books of the Company.  Any notice or other communication or deliveries 
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, 
if such notice or communication is delivered via e-mail at the e-mail address set forth in 
this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day 
after the time of transmission, if such notice or communication is delivered via e-mail at 
the e-mail address set forth in this Section on a day that is not a Trading Day or later than 
5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day on which the 
notice is deposited with Federal Express or another  nationally recognized overnight 
courier service, if sent by Federal Express or another nationally recognized overnight 
courier or (iv) upon actual receipt by the party to whom such notice is required to be given.  
To the extent that any notice provided hereunder constitutes, or contains, material, non-
public information regarding the Company, the Company shall substantially 
contemporaneously file such notice with the Commission pursuant to a report on Form 6-
K or 8-K, as applicable.
i)
Limitation of Liability.  No provision hereof, in the absence of any 
affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and 
no enumeration herein of the rights or privileges of the Holder, shall give rise to any 
liability of the Holder for the purchase price of any Common Shares or as a shareholder of 
the Company, whether such liability is asserted by the Company or by creditors of the 
Company.
j)
Remedies.  The Holder, in addition to being entitled to exercise all rights 
granted by law, including recovery of damages, will be entitled to specific performance by 

15
the Company of its rights under this Warrant.  The Company agrees that monetary damages 
would not be adequate compensation for any loss incurred by reason of a breach by it of 
the provisions of this Warrant and hereby agrees to waive and not to assert the defense in 
any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns.  Subject to applicable securities laws, this Warrant 
and the rights and obligations evidenced hereby shall inure to the benefit of and be binding 
upon the successors and permitted assigns of the Company and the successors and 
permitted assigns of Holder.  The provisions of this Warrant are intended to be for the 
benefit of any Holder from time to time of this Warrant and shall be enforceable by the 
Holder or holder of Warrant Shares.
l)
Amendment.  This Warrant may be modified or amended or the provisions 
hereof waived with the written consent of the Company and the Holder.
m)
Severability.  Wherever possible, each provision of this Warrant shall be 
interpreted in such manner as to be effective and valid under applicable law, but if any 
provision of this Warrant shall be prohibited by or invalid under applicable law, such 
provision shall be ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n)
Headings.  The headings used in this Warrant are for the convenience of 
reference only and shall not, for any purpose, be deemed a part of this Warrant.
o)
Representations of Holder.  The Holder of this Warrant, by its acceptance 
hereof, acknowledges and agrees that each delivery of a Notice of Exercise (i) at a time at 
which there is no effective registration statement registering, or the prospectus contained 
therein is not available for, the issuance of the Warrant Shares to the Holder and (ii) where 
the exercise is not being effected via cashless exercise pursuant to Section 2(c) (an 
“Unregistered Cash Exercise”), shall constitute a representation that the Holder (A) is an 
“accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D 
promulgated by the United States Securities and Exchange Commission under the 
Securities Act and (B) will acquire the applicable Warrant Shares for its own account and 
not with a view towards, or for resale in connection with, the public sale or distribution of 
such Warrant Shares, except pursuant to sales registered or exempted under the Securities 
Act, unless contemporaneous with the delivery of such Notice of Exercise the Holder 
notifies the Company in writing that it is not making such representations.  Without limiting 
the foregoing, it shall be a condition to any Unregistered Cash Exercise, and the Company’s 
obligations set forth in Section 2 in connection with such exercise, that the Company 
receive such other representations and documentation (which may include a legal opinion) 
as the Company and/or the Transfer Agent considers reasonably necessary to assure the 
Company that the issuance of its securities upon exercise of this Warrant shall not violate 
any United States or state securities laws.
p)
Currency.
All references to currency herein shall be deemed to refer to 
United States dollars.

16
********************
(Signature Page Follows)

17
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed 
by its officer thereunto duly authorized as of the date first above indicated.
 
POET TECHNOLOGIES INC.
By:__________________________________________
     Name: Thomas R. Mika
     Title:   Chief Financial Officer

NOTICE OF EXERCISE
TO:
POET TECHNOLOGIES INC.
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company 
pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the 
exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[  ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in 
accordance with the formula set forth in subsection 2(c), to exercise this Warrant with 
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless 
exercise procedure set forth in subsection 2(c).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as 
is specified below:
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE OF HOLDER]
Name of Investing Entity: ________________________________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________________________________
Name of Authorized Signatory: ___________________________________________________________________
Title of Authorized Signatory: ____________________________________________________________________
Date: ________________________________________________________________________________________

ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information.  Do not use this form 
to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
Phone Number:
Email Address:                                                      
(Please Print)
______________________________________
______________________________________
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

1
301640675
COMMON SHARE PURCHASE WARRANT
 POET TECHNOLOGIES INC.
Warrant Shares: 2,000,000
Initial Exercise Date: September 25, 
2024
THIS COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies 
that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms 
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or 
after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City 
time) on September 24, 2029 (the “Termination Date”) but not thereafter, to subscribe for and 
purchase from POET Technologies Inc., a corporation existing under laws of the Province of 
Ontario, Canada (the “Company”), up to 2,000,000 Common Shares (as subject to adjustment 
hereunder, the “Warrant Shares”).  The purchase price of one Common Share under this Warrant 
shall be equal to the Exercise Price, as defined in Section 2(b).  
Section 1.
Definitions.  In addition to the terms defined elsewhere in this Warrant, the 
following terms have the meanings indicated in this Section 1:
“Affiliate” means any Person that, directly or indirectly through one or more 
intermediaries, controls or is controlled by or is under common control with a Person, as 
such terms are used in and construed under Rule 405 under the Securities Act.
“Business Day” means any day other than Saturday, Sunday or other day on which 
commercial banks in The City of New York are authorized or required by law to remain 
closed; provided, however, for clarification, commercial banks shall not be deemed to be 
authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” 
“non-essential employee” or any other similar orders or restrictions or the closure of any 
physical branch locations at the direction of any governmental authority so long as the 
electronic funds transfer systems (including for wire transfers) of commercial banks in The 
City of New York generally are open for use by customers on such day.
“Commission” means the United States Securities and Exchange Commission.
“Common Shares” means the common shares of the Company, no par value, and 
any other class of securities into which such securities may hereafter be reclassified or 
changed.
“Common Share Equivalents” means any securities of the Company or the 
Subsidiaries which would entitle the holder thereof to acquire at any time Common Shares, 
including, without limitation, any debt, preferred shares, right, option, warrant or other 
instrument that is at any time convertible into or exercisable or exchangeable for, or 
otherwise entitles the holder thereof to receive, Common Shares.

2
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the 
rules and regulations promulgated thereunder.
 “Person” means an individual or corporation, partnership, trust, incorporated or 
unincorporated association, joint venture, limited liability company, joint stock company, 
government (or an agency or subdivision thereof) or other entity of any kind.
“Purchase Agreement” means that certain Securities Purchase Agreement, dated as 
of September 25, 2024, between the Company and the Holder.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and 
regulations promulgated thereunder.
“Subsidiary” means any subsidiary of the Company and shall, where applicable, 
also include any direct or indirect subsidiary of the Company formed or acquired after the 
date hereof.
“Trading Day” means a day on which the Common Shares are traded on a Trading 
Market.
“Trading Market” means any of the following markets or exchanges on which the 
Common Shares are listed or quoted for trading on the date in question: the NYSE 
American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global 
Select Market, the New York Stock Exchange, the Toronto Stock Exchange or the TSX 
Venture Exchange (or any successors to any of the foregoing).
“Transfer Agent” means Computershare Inc., a Delaware corporation, and its 
affiliate, Computershare Trust Company, N.A., a federally chartered trust company, and 
any successor transfer agent of the Company.
“VWAP” means, for any date, the price determined by the first of the following 
clauses that applies: (a) if the Common Shares are then listed on a Trading Market that is 
a U.S. national securities exchange, the daily volume weighted average price per Common 
Share for such date (or the nearest preceding date) on the Trading Market on which the 
Common Shares are then listed or quoted as reported by Bloomberg (based on a Trading 
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the 
Common Shares are not listed on a Trading Market that is a U.S. national securities 
exchange but are quoted on the OTCQB or OTCQX, the volume weighted average price 
per Common Share for such date (or the nearest preceding date) on the OTCQB or 
OTCQX, as applicable, on such date, (c) if the Common Shares are not then listed or quoted 
for trading on a Trading Market and if prices for the Common Shares are then reported on 
The Pink Open Market (or a similar organization or agency succeeding to its functions of 
reporting prices), the most recent bid price per Common Share so reported, or (d) in all 
other cases, the fair market value of a Common Share as determined by an independent 
appraiser selected in good faith by the holder of this Warrant and reasonably acceptable to 
the Company, the fees and expenses of which shall be paid by the Company. 
Section 2.
Exercise.

3
a)
Exercise of Warrant.  Subject to the provisions of Section 2(e) herein, the 
exercise of the purchase rights represented by this Warrant may be made, in whole or in 
part, at any time or times on or after the Initial Exercise Date and on or before the 
Termination Date by delivery to the Company of a duly executed PDF copy submitted by 
e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the 
“Notice of Exercise”); provided, however, that this Warrant may only be exercised by the 
Holder if, at the time of such exercise, the Holder is a not U.S. person as defined in Rule 
902(k) of Regulation S (a “U.S. Person”), the Holder (or the Holder’s authorized 
signatory) is outside the United States, and the applicable Notice of Exercise is executed 
outside the United States.  Within one (1) Trading Day following the date of exercise as 
aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares 
specified in the applicable Notice of Exercise by wire transfer of immediately available 
funds unless the cashless exercise procedure specified in Section 2(c) below is specified in 
the applicable Notice of Exercise.  No ink-original Notice of Exercise shall be required, 
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice 
of Exercise be required.  Notwithstanding anything herein to the contrary, the Holder shall 
not be required to physically surrender this Warrant to the Company until the Holder has 
purchased all of the Warrant Shares available hereunder and this Warrant has been 
exercised in full, in which case, the Holder shall surrender this Warrant to the Company 
for cancellation within three (3) Trading Days of the date on which the final Notice of 
Exercise is delivered to the Company.  Partial exercises of this Warrant resulting in 
purchases of a portion of the total number of Warrant Shares available hereunder shall have 
the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in 
an amount equal to the applicable number of Warrant Shares purchased.  The Holder and 
the Company shall maintain records showing the number of Warrant Shares purchased and 
the date of such purchases.  The Company shall deliver any objection to any Notice of 
Exercise within one (1) Business Day of receipt of such notice.  The Holder and any 
assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of 
the provisions of this paragraph, following the purchase of a portion of the Warrant 
Shares hereunder, the number of Warrant Shares available for purchase hereunder 
at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price.  The exercise price per Common Share under this Warrant 
shall be $5.00, subject to adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise.  If and only if at the time of exercise hereof there is no 
effective registration statement registering, or the prospectus contained therein is not 
available for, the resale of the Warrant Shares by the Holder and the Company is not a 
“foreign issuer” as defined in Rule 902 of Regulation S under the Securities Act (a “Foreign 
Issuer”), then this Warrant may also be exercised, in whole or in part, at such time by means 
of a “cashless exercise” in which the Holder shall be entitled to receive a number of 
Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
 (A) = as applicable: (i) the VWAP on the Trading Day immediately preceding the 
date of the applicable Notice of Exercise if such Notice of Exercise is 
delivered pursuant to Section 2(a) hereof (1) on a day that is not a Trading 
Day or (2) on a Trading Day either (x) prior to the opening of “regular trading 

4
hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the 
federal securities laws) on such Trading Day, or (y) during “regular trading 
hours” on such Trading Day or (ii) the VWAP on the date of the applicable 
Notice of Exercise if the date of such Notice of Exercise is a Trading Day and 
such Notice of Exercise is delivered pursuant to Section 2(a) hereof after the 
close of “regular trading hours” on such Trading Day;
(B) = the Exercise Price of this Warrant, as adjusted hereunder; and 
(X) = the number of Warrant Shares that would be issuable upon exercise of this 
Warrant in accordance with the terms of this Warrant if such exercise were 
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued in such a cashless exercise, the parties acknowledge 
and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares 
shall take on the characteristics of this Warrant under the Securities Act.  The Company 
agrees not to take any position contrary to this Section 2(c).
Notwithstanding anything herein to the contrary, on the Termination Date, this 
Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c) 
if the VWAP on the Termination Date is greater than the Exercise Price as then in effect.
d) Mechanics of Exercise. 
i. Delivery of Warrant Shares Upon Exercise.  The Company shall cause the 
Warrant Shares purchased hereunder to be transmitted by the Transfer 
Agent to the Holder by crediting the account of the Holder’s or its 
designee’s balance account with The Depository Trust Company (“DTC”) 
through its Deposit/Withdrawal at Custodian system (“DWAC”) if the 
Transfer Agent is then a participant in such system unless (A) there is not 
then an effective registration statement permitting the resale of the Warrant 
Shares by the Holder, (B) the Company is not then a Foreign Issuer, and (C) 
this Warrant is not being exercised via cashless exercise, in which case such 
Warrants shall be transmitted by physical delivery of a certificate, registered 
in the Company’s share register in the name of the Holder or its designee, 
for the number of Warrant Shares to which the Holder is entitled pursuant 
to such exercise to the address specified by the Holder in the Notice of 
Exercise by the date that is one (1) Trading Day after the later of (i) the 
delivery to the Company of the Notice of Exercise and (ii) the delivery of 
the aggregate Exercise Price to the Company (such date, the “Warrant Share 
Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall 
be deemed for all corporate purposes to have become the holder of record 
of the Warrant Shares with respect to which this Warrant has been 
exercised, irrespective of the date of delivery of the Warrant Shares, 
provided that payment of the aggregate Exercise Price (other than in the 
case of a cashless exercise) is received within one (1) Trading Day 
following delivery of the Notice of Exercise.  

5
ii.
Delivery of New Warrants Upon Exercise.  If this Warrant shall 
have been exercised in part, the Company shall, at the request of the Holder 
and upon surrender of this Warrant certificate, at the time of delivery of the 
Warrant Shares, deliver to the Holder a new Warrant evidencing the rights 
of the Holder to purchase the unpurchased Warrant Shares called for by this 
Warrant, which new Warrant shall in all other respects be identical with this 
Warrant.
iii.
Rescission Rights.  If the Company fails to cause the Transfer 
Agent to transmit to the Holder the Warrant Shares pursuant to Section 
2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the 
right to rescind such exercise.  Upon any rescission of an exercise, the 
Company’s obligations in respect of such exercise, including, without 
limitation, any obligation to issue the applicable Warrant Shares.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant 
Shares Upon Exercise.  In addition to any other rights available to the 
Holder, if the Company fails to cause the Transfer Agent to transmit to the 
Holder the Warrant Shares in accordance with the provisions of Section 
2(d)(i) above pursuant to an exercise on or before the Warrant Share 
Delivery Date, and if after such date the Holder is required by its broker to 
purchase (in an open market transaction or otherwise) or the Holder’s 
brokerage firm otherwise purchases, Common Shares to deliver in 
satisfaction of a sale by the Holder of the Warrant Shares which the Holder 
anticipated receiving upon such exercise (a “Buy-In”), then the Company 
shall (A) pay in cash to the Holder the amount, if any, by which (x) the 
Holder’s total purchase price (including brokerage commissions, if any) for 
the Common Shares so purchased exceeds (y) the amount obtained by 
multiplying (1) the number of Warrant Shares that the Company was 
required to deliver to the Holder in connection with the exercise at issue 
times (2) the price at which the sell order giving rise to such purchase 
obligation was executed, and (B) at the option of the Holder, either reinstate 
the portion of this Warrant and equivalent number of Warrant Shares for 
which such exercise was not honored (in which case such exercise shall be 
deemed rescinded) or deliver to the Holder the number of Common Shares 
that would have been issued had the Company timely complied with its 
exercise and delivery obligations hereunder.  For example, if the Holder 
purchases Common Shares having a total purchase price of $11,000 to cover 
a Buy-In with respect to an attempted exercise of Common Shares with an 
aggregate sale price giving rise to such purchase obligation of $10,000, 
under clause (A) of the immediately preceding sentence the Company shall 
be required to pay the Holder $1,000. The Holder shall provide the 
Company written notice indicating the amounts payable to the Holder in 
respect of the Buy-In and, upon request of the Company, evidence of the 
amount of such loss.  Nothing herein shall limit a Holder’s right to pursue 
any other remedies available to it hereunder, at law or in equity including, 
without limitation, a decree of specific performance and/or injunctive relief 

6
with respect to the Company’s failure to timely deliver Common Shares 
upon exercise of this Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Scrip.  No fractional shares or scrip 
representing fractional shares shall be issued upon the exercise of this 
Warrant.  As to any fraction of a share which the Holder would otherwise 
be entitled to purchase upon such exercise, the Company shall, at its 
election, either pay a cash adjustment in respect of such final fraction in an 
amount equal to such fraction multiplied by the Exercise Price or round up 
to the next whole share.
vi.
Charges, Taxes and Expenses.  Issuance of Warrant Shares shall 
be made without charge to the Holder for any issue or transfer tax or other 
incidental expense in respect of the issuance of such Warrant Shares, all of 
which taxes and expenses shall be paid by the Company, and such Warrant 
Shares shall be issued in the name of the Holder or in such name or names 
as may be directed by the Holder; provided, however, that, in the event that 
Warrant Shares are to be issued in a name other than the name of the Holder, 
this Warrant when surrendered for exercise shall be accompanied by the 
Assignment Form attached hereto duly executed by the Holder and the 
Company may require, as a condition thereto, the payment of a sum 
sufficient to reimburse it for any transfer tax incidental thereto.  The 
Company shall pay all Transfer Agent fees required for same-day 
processing of any Notice of Exercise and all fees to DTC (or another 
established clearing corporation performing similar functions) required for 
same-day electronic delivery of the Warrant Shares.
vii.
Closing of Books.  The Company will not close its shareholder 
books or records in any manner which prevents the timely exercise of this 
Warrant, pursuant to the terms hereof.
e)
Holder’s Exercise Limitations.  The Company shall not effect any exercise 
of this Warrant, and the Holder shall not have the right to exercise any portion of this 
Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such 
issuance after exercise as set forth on the applicable Notice of Exercise, the Holder 
(together with the Holder’s Affiliates, and any other Persons acting as a group together 
with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), 
would beneficially own in excess of the Beneficial Ownership Limitation (as defined 
below).  For purposes of the foregoing sentence, the number of Common Shares 
beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the 
number of Common Shares issuable upon exercise of this Warrant with respect to which 
such determination is being made, but shall exclude the number of Common Shares which 
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant 
beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) 
exercise or conversion of the unexercised or nonconverted portion of any other securities 
of the Company (including, without limitation, any other Common Share Equivalents) 
subject to a limitation on conversion or exercise analogous to the limitation contained 

7
herein beneficially owned by the Holder or any of its Affiliates or Attribution 
Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), 
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder, it being acknowledged by the 
Holder that the Company is not representing to the Holder that such calculation is in 
compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible 
for any schedules required to be filed in accordance therewith.  To the extent that the 
limitation contained in this Section 2(e) applies, the determination of whether this Warrant 
is exercisable (in relation to other securities owned by the Holder together with any 
Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall 
be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be 
deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation 
to other securities owned by the Holder together with any Affiliates and Attribution Parties) 
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial 
Ownership Limitation, and the Company shall have no obligation to verify or confirm the 
accuracy of such determination.  In addition, a determination as to any group status as 
contemplated above shall be determined in accordance with Section 13(d) of the Exchange 
Act and the rules and regulations promulgated thereunder.  For purposes of this Section 
2(e), in determining the number of outstanding Common Shares, the Holder may rely on 
the number of outstanding Common Shares as reflected in (A) the Company’s most recent 
periodic or annual report filed with the Commission, as the case may be, (B) a more recent 
public announcement by the Company or (C) a more recent written notice by the Company 
or the Transfer Agent setting forth the number of Common Shares outstanding.  Upon the 
written or oral request of a Holder, the Company shall within one Trading Day confirm 
orally and in writing to the Holder the number of Common Shares then outstanding.  In 
any case, the number of outstanding Common Shares shall be determined after giving 
effect to the conversion or exercise of securities of the Company, including this Warrant, 
by the Holder or its Affiliates or Attribution Parties since the date as of which such number 
of outstanding Common Shares was reported.  The “Beneficial Ownership Limitation” 
shall be 9.99% of the number of Common Shares outstanding immediately after giving 
effect to the issuance of Common Shares issuable upon exercise of this Warrant.  The 
provisions of this paragraph shall be construed and implemented in a manner otherwise 
than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or 
any portion hereof) which may be defective or inconsistent with the intended Beneficial 
Ownership Limitation herein contained or to make changes or supplements necessary or 
desirable to properly give effect to such limitation.  The limitations contained in this 
paragraph shall apply to a successor holder of this Warrant.  
Section 3.
Certain Adjustments.
a)
Stock Dividends and Splits.  If the Company, at any time while this Warrant 
is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions 
on its Common Shares or any other equity or equity equivalent securities payable in 
Common Shares (which, for avoidance of doubt, shall not include any Common Shares 
issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding 
Common Shares into a larger number of shares, (iii) combines (including by way of reverse 
stock split) outstanding Common Shares into a smaller number of shares, or (iv) issues by 

8
reclassification of Common Shares any capital shares of the Company, then, in each case, 
the Exercise Price shall be multiplied by a fraction of which the numerator shall be the 
number of Common Shares (excluding treasury shares, if any) outstanding immediately 
before such event and of which the denominator shall be the number of Common Shares 
outstanding immediately after such event, and the number of shares issuable upon exercise 
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of 
this Warrant shall remain unchanged.  Any adjustment made pursuant to this Section 3(a) 
shall become effective immediately after the record date for the determination of 
shareholders entitled to receive such dividend or distribution (provided, that such 
adjustment shall be reversed if such dividend or distribution is terminated prior to the 
making thereof) and shall become effective immediately after the effective date in the case 
of a subdivision, combination or re-classification.
b)
Subsequent Rights Offerings.  In addition to any adjustments pursuant to 
Section 3(a) above, if at any time the Company grants, issues or sells any Common Share 
Equivalents or rights to purchase shares, warrants, securities or other property pro rata to 
the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder 
will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate 
Purchase Rights which the Holder could have acquired if the Holder had held the number 
of Common Shares acquirable upon complete exercise of this Warrant (without regard to 
any limitations on exercise hereof, including without limitation, the Beneficial Ownership 
Limitation) immediately before the date on which a record is taken for the grant, issuance 
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the grant, issue or sale of such 
Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate 
in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership 
Limitation, then the Holder shall not be entitled to participate in such Purchase Right to 
such extent (or beneficial ownership of such Common Shares as a result of such Purchase 
Right to such extent) and such Purchase Right to such extent shall be held in abeyance for 
the Holder until such time, if ever, as its right thereto would not result in the Holder 
exceeding the Beneficial Ownership Limitation). 
c)
Pro Rata Distributions.  During such time as this Warrant is outstanding, if 
the Company shall declare or make any dividend or other distribution of its assets (or rights 
to acquire its assets) to holders of Common Shares, by way of return of capital or otherwise 
(including, without limitation, any distribution of cash, shares or other securities, property 
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme 
of arrangement or other similar transaction) (a “Distribution”), at any time after the 
issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate 
in such Distribution to the same extent that the Holder would have participated therein if 
the Holder had held the number of Common Shares acquirable upon complete exercise of 
this Warrant (without regard to any limitations on exercise hereof, including without 
limitation, the Beneficial Ownership Limitation) immediately before the date of which a 
record is taken for such Distribution, or, if no such record is taken, the date as of which the 
record holders of Common Shares are to be determined for the participation in such 
Distribution (provided, however, that, to the extent that the Holder’s right to participate in 
any such Distribution would result in the Holder exceeding the Beneficial Ownership 

9
Limitation, then the Holder shall not be entitled to participate in such Distribution to such 
extent (or in the beneficial ownership of any Common Shares as a result of such 
Distribution to such extent) and the portion of such Distribution shall be held in abeyance 
for the benefit of the Holder until such time, if ever, as its right thereto would not result in 
the Holder exceeding the Beneficial Ownership Limitation).  To the extent that this 
Warrant has not been partially or completely exercised at the time of such Distribution, 
such portion of the Distribution shall be held in abeyance for the benefit of the Holder until 
the Holder has exercised this Warrant.
d)
Fundamental Transaction.  If, at any time while this Warrant is outstanding, 
(i) the Company, directly or indirectly, in one or more related transactions effects any 
merger or consolidation of the Company with or into another Person, (ii) the Company or 
any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, 
conveyance or other disposition of all or substantially all of its assets in one or a series of 
related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange 
offer (whether by the Company or another Person) is completed pursuant to which holders 
of Common Shares are permitted to sell, tender or exchange their shares for other 
securities, cash or property and has been accepted by the holders of 50% or more of the 
outstanding Common Shares or 50% or more of the voting power of the common equity of 
the Company, (iv) the Company, directly or indirectly, in one or more related transactions 
effects any reclassification, reorganization or recapitalization of the Common Shares or 
any compulsory share exchange pursuant to which the Common Shares are effectively 
converted into or exchanged for other securities, cash or property, or (v) the Company, 
directly or indirectly, in one or more related transactions consummates a stock or share 
purchase agreement or other business combination (including, without limitation, a 
reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another 
Person or group of Persons whereby such other Person or group acquires 50% or more of 
the outstanding Common Shares or 50% or more of the voting power of the common equity 
of the Company (each a “Fundamental Transaction”), then subject to the prior approval of 
the TSX Venture Exchange (and/or other Trading Market on which the Common Shares 
are listed, as applicable), upon any subsequent exercise of this Warrant, the Holder shall 
have the right to receive, for each Warrant Share that would have been issuable upon such 
exercise immediately prior to the occurrence of such Fundamental Transaction, at the 
option of the Holder (without regard to any limitation in Section 2(e) on the exercise of 
this Warrant), the number of Common Shares of the successor or acquiring corporation or 
of the Company, if it is the surviving corporation, and any additional consideration (the 
“Alternate Consideration”) receivable as a result of such Fundamental Transaction by a 
holder of the number of Common Shares for which this Warrant is exercisable immediately 
prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on 
the exercise of this Warrant).  For purposes of any such exercise, the determination of the 
Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration 
based on the amount of Alternate Consideration issuable in respect of one Common Share 
in such Fundamental Transaction, and the Company shall apportion the Exercise Price 
among the Alternate Consideration in a reasonable manner reflecting the relative value of 
any different components of the Alternate Consideration.  If holders of Common Shares 
are given any choice as to the securities, cash or property to be received in a Fundamental 
Transaction, then the Holder shall be given the same choice as to the Alternate 

10
Consideration it receives upon any exercise of this Warrant following such Fundamental 
Transaction.  The Company shall cause any successor entity in a Fundamental Transaction 
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all 
of the obligations of the Company under this Warrant in accordance with the provisions of 
this Section 3(d) pursuant to written agreements in form and substance reasonably 
satisfactory to the Holder.   Upon the occurrence of any such Fundamental Transaction, the 
Successor Entity shall be added to the term “Company” under this Warrant (so that from 
and after the occurrence or consummation of such Fundamental Transaction, each and 
every provision of this Warrant and the other transaction documents referring to the 
“Company” (the “Transaction Documents”) shall refer instead to each of the Company and 
the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity 
or Successor Entities, jointly and severally with the Company, may exercise every right 
and power of the Company prior thereto and the Successor Entity or Successor Entities 
shall assume all of the obligations of the Company prior thereto under this Warrant and the 
other Transaction Documents with the same effect as if the Company and such Successor 
Entity or Successor Entities, jointly and severally, had been named as the Company herein.  
For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of 
this Section 3(d) regardless of whether the Company has sufficient authorized Common 
Shares for the issuance of Warrant Shares. 
e)
Calculations.  All calculations under this Section 3 shall be made to the 
nearest cent or the nearest 1/100th of a share, as the case may be.  For purposes of this 
Section 3, the number of Common Shares deemed to be issued and outstanding as of a 
given date shall be the sum of the number of Common Shares (excluding treasury shares, 
if any) issued and outstanding.
f)
Notice to Holder.  
i.
Adjustment to Exercise Price.  Whenever the Exercise Price is 
adjusted pursuant to any provision of this Section 3, the Company shall 
promptly deliver to the Holder by email a notice setting forth the Exercise 
Price after such adjustment and any resulting adjustment to the number of 
Warrant Shares and setting forth a brief statement of the facts requiring such 
adjustment. 
ii.
Notice to Allow Exercise by Holder.  If (A) the approval of any 
shareholders of the Company shall be required in connection with any 
reclassification of the Common Shares, any consolidation or merger to 
which the Company (or any of its Subsidiaries) is a party, any sale or 
transfer of all or substantially all of its assets, or any compulsory share 
exchange whereby the Common Shares are converted into other securities, 
cash or property, or (B) the Company shall authorize the voluntary or 
involuntary dissolution, liquidation or winding up of the affairs of the 
Company, then, in each case, the Company shall cause to be delivered by 
email to the Holder at its last email address as it shall appear upon the 
Warrant Register (as defined below) of the Company, at least 10 calendar 
days prior to the applicable record or effective date hereinafter specified, a 

11
notice stating the date on which such reclassification, consolidation, merger, 
sale, transfer or share exchange is expected to become effective or close, 
and the date as of which it is expected that holders of the Common Shares 
of record shall be entitled to exchange their Common Shares for securities, 
cash or other property deliverable upon such reclassification, consolidation, 
merger, sale, transfer or share exchange; provided that the failure to deliver 
such notice or any defect therein or in the delivery thereof shall not affect 
the validity of the corporate action required to be specified in such notice.  
To the extent that any notice provided in this Warrant constitutes, or 
contains, material, non-public information regarding the Company or any 
of the Subsidiaries, the Company shall substantially contemporaneously file 
such notice with the Commission pursuant to a report on Form 6-K or 8-K, 
as applicable.  The Holder shall remain entitled to exercise this Warrant 
during the period commencing on the date of such notice to the effective 
date of the event triggering such notice except as may otherwise be 
expressly set forth herein.
Section 4.
Transfer of Warrant.
a)
Transferability.  Subject to Section 5(f), this Warrant and all rights 
hereunder (including, without limitation, any registration rights) are transferable, in whole 
or in part, upon surrender of this Warrant at the principal office of the Company or its 
designated agent, together with a written assignment of this Warrant substantially in the 
form attached hereto duly executed by the Holder or its agent or attorney and funds 
sufficient to pay any transfer taxes payable upon the making of such transfer.  Upon such 
surrender and, if required, such payment, the Company shall execute and deliver a new 
Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the 
denomination or denominations specified in such instrument of assignment, and shall issue 
to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and 
this Warrant shall promptly be cancelled.  
b)
New Warrants.  This Warrant may be divided or combined with other 
Warrants upon presentation hereof at the aforesaid office of the Company, together with a 
written notice specifying the names and denominations in which new Warrants are to be 
issued, signed by the Holder or its agent or attorney.  Subject to compliance with Section 
4(a), as to any transfer which may be involved in such division or combination, the 
Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant 
or Warrants to be divided or combined in accordance with such notice.  All Warrants issued 
on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with 
this Warrant except as to the number of Warrant Shares issuable pursuant thereto. 
c)
Warrant Register.  The Company shall register this Warrant, upon records 
to be maintained by the Company for that purpose (the “Warrant Register”), in the name 
of the record Holder hereof from time to time.  The Company may deem and treat the 
registered Holder of this Warrant as the absolute owner hereof for the purpose of any 
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual 
notice to the contrary.

12
Section 5.
Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash.  This 
Warrant does not entitle the Holder to any voting rights, dividends or other rights as a 
shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), 
except as expressly set forth in Section 3.  Without limiting any rights of the Holder to 
receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash 
payments pursuant to Section 2(d)(iv) herein, in no event shall the Company be required 
to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant.  The Company covenants 
that, upon receipt by the Company of evidence reasonably satisfactory to it of the loss, 
theft, destruction or mutilation of this Warrant or any share certificate relating to the 
Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably 
satisfactory to it, and upon surrender and cancellation of such Warrant or share certificate, 
if mutilated, the Company will make and deliver a new Warrant or share certificate of like 
tenor and dated as of such cancellation, in lieu of such Warrant or share certificate.
c)
Saturdays, Sundays, Holidays, etc.  If the last or appointed day for the taking 
of any action or the expiration of any right required or granted herein shall not be a Business 
Day, then such action may be taken or such right may be exercised on the next succeeding 
Business Day.
d)
Authorized Shares. 
i.
The Company covenants that, during the period this Warrant 
is outstanding, it will reserve from its authorized and unissued Common 
Shares a sufficient number of shares to provide for the issuance of the 
Warrant Shares upon the exercise of any purchase rights under this Warrant.  
The Company further covenants that its issuance of this Warrant shall 
constitute full authority to its officers who are charged with the duty of 
issuing the necessary Warrant Shares upon the exercise of the purchase 
rights under this Warrant.  The Company will take all such reasonable action 
as may be necessary to assure that such Warrant Shares may be issued as 
provided herein without violation of any applicable law or regulation, or of 
any requirements of any Trading Market on which the Common Shares are 
listed.  The Company covenants that all Warrant Shares which may be 
issued upon the exercise of the purchase rights represented by this Warrant 
will, upon exercise of the purchase rights represented by this Warrant and 
payment for such Warrant Shares in accordance herewith, be duly 
authorized, validly issued, fully paid and nonassessable and free from all 
taxes, liens and charges created by the Company in respect of the issue 
thereof (other than taxes in respect of any transfer occurring 
contemporaneously with such issue).  
ii.
Except and to the extent as waived or consented to by the Holder, 
the Company shall not by any action, including, without limitation, 

13
amending its certificate of incorporation or through any reorganization, 
transfer of assets, consolidation, merger, dissolution, issue or sale of 
securities or any other voluntary action, avoid or seek to avoid the 
observance or performance of any of the terms of this Warrant, but will at 
all times in good faith assist in the carrying out of all such terms and in the 
taking of all such actions as may be reasonably necessary or appropriate to 
protect the rights of Holder as set forth in this Warrant against impairment.  
Without limiting the generality of the foregoing, the Company will (i) take 
all such action as may be necessary or appropriate in order that the Company 
may validly and legally issue fully paid and nonassessable Warrant Shares 
upon the exercise of this Warrant and (ii) use commercially reasonable 
efforts to obtain all such authorizations, exemptions or consents from any 
public regulatory body having jurisdiction thereof, as may be, necessary to 
enable the Company to perform its obligations under this Warrant.
iii.
Before taking any action which would result in an adjustment in 
the number of Warrant Shares for which this Warrant is exercisable or in 
the Exercise Price, the Company shall obtain all such authorizations or 
exemptions thereof, or consents thereto, as may be necessary from any 
public regulatory body or bodies having jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, 
enforcement and interpretation of this Warrant shall be governed by and construed and 
enforced in accordance with the internal laws of the State of New York, without regard to 
the principles of conflicts of law thereof.  Each party agrees that all legal proceedings 
concerning the interpretations, enforcement and defense of the transactions contemplated 
by this Warrant (whether brought against a party hereto or their respective Affiliates, 
directors, officers, shareholders, partners, members, employees or agents) shall be 
commenced exclusively in the state and federal courts sitting in the City of New York. 
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal 
courts sitting in the City of New York, Borough of Manhattan for the adjudication of any 
dispute hereunder or in connection herewith or with any transaction contemplated hereby 
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, 
action or proceeding, any claim that it is not personally subject to the jurisdiction of any 
such court, that such suit, action or proceeding is improper or is an inconvenient venue for 
such proceeding.  Each party hereby irrevocably waives personal service of process and 
consents to process being served in any such suit, action or proceeding by mailing a copy 
thereof via registered or certified mail or overnight delivery (with evidence of delivery) to 
such party at the address in effect for notices to it under this Warrant and agrees that such 
service shall constitute good and sufficient service of process and notice thereof.  Nothing 
contained herein shall be deemed to limit in any way any right to serve process in any other 
manner permitted by law.  If either party shall commence an action, suit or proceeding to 
enforce any provisions of this Warrant, the prevailing party in such action, suit or 
proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and 
other costs and expenses incurred with the investigation, preparation and prosecution of 
such action or proceeding.

14
f)
Restrictions.  The Holder, by its acceptance hereof, acknowledges and 
agrees that (i) this Warrant may not be exercised by the Holder if the Holder is a U.S. 
Person or is in the United States, (ii) this Warrant and the Warrant Shares have not been 
registered under the Securities Act or any applicable state securities law and may not be 
offered or sold in the United States or to U.S. Persons (other than distributors) unless 
registered under the Securities Act and any applicable state securities laws, or exemptions 
from such registration requirements are available, and (ii) if at the time of an exercise of 
this Warrant (A) there is not then an effective registration statement permitting the resale 
of the Warrant Shares by the Holder, (B) the Company is not then a Foreign Issuer, and 
(C) this Warrant is not then exercised via cashless exercise, the Warrant Shares acquired 
upon such exercise will be “restricted securities” within the meaning of Rule 144 under the 
Securities Act, subject to restrictions upon resale imposed by U.S. state and federal 
securities laws (and may bear or be subject to legends and stock transfer instructions to 
such effect).
g)
Nonwaiver and Expenses.  No course of dealing or any delay or failure to 
exercise any right hereunder on the part of Holder shall operate as a waiver of such right 
or otherwise prejudice the Holder’s rights, powers or remedies.  Without limiting any other 
provision of this Warrant, if the Company willfully and knowingly fails to comply with 
any provision of this Warrant, which results in any material damages to the Holder, the 
Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and 
expenses including, but not limited to, reasonable attorneys’ fees, including those of 
appellate proceedings, incurred by the Holder in collecting any amounts due pursuant 
hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices.  Any and all notices or other communications or deliveries to be 
provided by the Holder hereunder including, without limitation, any Notice of Exercise, 
shall be in writing and delivered personally, by e-mail, or sent by Federal Express or 
another nationally recognized overnight courier service, addressed to the Company, at 120 
Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Attention: Kevin Barnes, 
email address: kb@poet-technologies.com , or such other email address or address as the 
Company may specify for such purposes by notice to the Holder.  Any and all notices or 
other communications or deliveries to be provided by the Company hereunder shall be in 
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight 
courier service addressed to each Holder at the e-mail address or address of such Holder 
appearing on the books of the Company.  Any notice or other communication or deliveries 
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, 
if such notice or communication is delivered via e-mail at the e-mail address set forth in 
this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day 
after the time of transmission, if such notice or communication is delivered via e-mail at 
the e-mail address set forth in this Section on a day that is not a Trading Day or later than 
5:30 p.m. (New York City time) on any Trading Day, (iii) the Trading Day on which the 
notice is deposited with Federal Express or another nationally recognized overnight courier 
service, if sent by Federal Express or another nationally recognized overnight courier or 
(iv) upon actual receipt by the party to whom such notice is required to be given.  To the 
extent that any notice provided hereunder constitutes, or contains, material, non-public 
information regarding the Company, the Company shall substantially contemporaneously 

15
file such notice with the Commission pursuant to a report on Form 6-K or 8-K, as 
applicable.
i)
Limitation of Liability.  No provision hereof, in the absence of any 
affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and 
no enumeration herein of the rights or privileges of the Holder, shall give rise to any 
liability of the Holder for the purchase price of any Common Shares or as a shareholder of 
the Company, whether such liability is asserted by the Company or by creditors of the 
Company.
j)
Remedies.  The Holder, in addition to being entitled to exercise all rights 
granted by law, including recovery of damages, will be entitled to specific performance by 
the Company of its rights under this Warrant.  The Company agrees that monetary damages 
would not be adequate compensation for any loss incurred by reason of a breach by it of 
the provisions of this Warrant and hereby agrees to waive and not to assert the defense in 
any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns.  Subject to applicable securities laws, this Warrant 
and the rights and obligations evidenced hereby shall inure to the benefit of and be binding 
upon the successors and permitted assigns of the Company and the successors and 
permitted assigns of Holder.  The provisions of this Warrant are intended to be for the 
benefit of any Holder from time to time of this Warrant and shall be enforceable by the 
Holder or holder of Warrant Shares.
l)
Amendment.  This Warrant may be modified or amended or the provisions 
hereof waived with the written consent of the Company and the Holder.
m)
Severability.  Wherever possible, each provision of this Warrant shall be 
interpreted in such manner as to be effective and valid under applicable law, but if any 
provision of this Warrant shall be prohibited by or invalid under applicable law, such 
provision shall be ineffective to the extent of such prohibition or invalidity, without 
invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n)
Headings.  The headings used in this Warrant are for the convenience of 
reference only and shall not, for any purpose, be deemed a part of this Warrant.
o)
Representations of Holder.  The Holder, by its acceptance hereof, 
acknowledges and agrees that each delivery of a Notice of Exercise shall constitute a 
representation by the Holder that the Holder is a not a U.S. Person, the Holder (or the 
Holder’s authorized signatory) is outside the United States, and the applicable Notice of 
Exercise was executed outside the United States.  It shall be a condition to any cash exercise 
of this Warrant at a time at which the Company is not a Foreign Issuer, and the Company’s 
obligations set forth in Section 2 in connection with such exercise, that the Company 
receive such other representations and documentation (which may include a legal opinion) 
as the Company and/or the Transfer Agent considers reasonably necessary to assure the 
Company that the issuance of its securities upon exercise of this Warrant shall not violate 
any United States or state securities laws.

16
p)
Currency.
All references to currency herein shall be deemed to refer to 
United States dollars.
********************
(Signature Page Follows)

17
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed 
by its officer thereunto duly authorized as of the date first above indicated.
 
POET TECHNOLOGIES INC.
By:__________________________________________
     Name: Thomas R. Mika
     Title:   Chief Financial Officer

NOTICE OF EXERCISE
TO:
POET TECHNOLOGIES INC.
(1) The undersigned hereby elects to purchase ________ Warrant Shares of the 
Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders 
herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form of (check applicable box):
[  ] in lawful money of the United States; or
[ ] if permitted the cancellation of such number of Warrant Shares as is 
necessary, in accordance with the formula set forth in subsection 2(c), to 
exercise this Warrant with respect to the maximum number of Warrant 
Shares purchasable pursuant to the cashless exercise procedure set forth in 
subsection 2(c).
(3) Please issue said Warrant Shares in the name of the undersigned or in such other 
name as is specified below:
_______________________________
The Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE OF HOLDER]
Name 
of 
Investing 
Entity: 
________________________________________________________________________
Signature 
of 
Authorized 
Signatory 
of 
Investing 
Entity: 
_________________________________________________
Name 
of 
Authorized 
Signatory: 
___________________________________________________________________
Title 
of 
Authorized 
Signatory: 
____________________________________________________________________
Date: 
____________________________________________________________________________________
____

ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information.  Do not 
use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby 
assigned to
Name:
(Please Print)
Address:
Phone Number:
Email Address:                                                      
(Please Print)
______________________________________
______________________________________
Dated: _______________ __, ______
Holder’s Signature:
Holder’s Address:

POET TECHNOLOGIES INC. 
SUBSCRIPTION AGREEMENT 
(UNITS) 
THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY CANADIAN RESIDENTS 
PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION. 
INSTRUCTIONS 
All Subscribers: 
1. 
Carefully review the Subscription Agreement. 
2. 
Complete and sign the section entitled "Subscription and Subscriber Information" on pages 5 to 7 
of the Subscription Agreement, including the registration and delivery instructions, and if applicable, 
complete and sign Schedule "C" (Form 4C – Corporate Placee Registration Form) attached to the 
Subscription Agreement. 
3. 
Complete and sign Schedule "B" attached to the Subscription Agreement (Canadian Subscriber 
Certificate). If you are relying on paragraph (j), (k) or (l) of the definition of "accredited investor" in 
Schedule "B", you must also complete and sign Appendix "A" to Schedule "B".  
_______________________________________ 
 
 

- 2 - 
Delivery Instructions: 
A completed and executed copy of this Subscription Agreement, including all applicable schedules hereto, 
must be delivered by email as soon as possible, and, in any event, no later than 5:00 p.m. (Toronto time) 
on May 7, 2024, to Bennett Jones LLP: 
Attention: 
Stefano Cianfrone 
Email:  
CianfroneS@bennettjones.com  
 
 

- 3 - 
Payment Instructions: 
Unless other arrangements have been made with the Corporation, payment of the purchase price must be 
made in same day as described below, and must be received by the Corporation by no later than 5:00 
p.m. (Toronto time) on May 7, 2024. Payment by wire transfer may be made to the Corporation at: 
 
 
Beneficiary Name and Address: 
POET Technologies Inc.  
1107 – 120 Eglinton Avenue East, 
Toronto, ON 
M4P 1E2 
 
 
Beneficiary Bank Name and Address: 
Royal Bank of Canada 
16 York Street,  
Toronto, ON 
M5J 0E6 
 
 
Bank (Institution) Number: 
003 
Transit (Branch) Number: 
02705 
Beneficiary Account Number: 
02705-1030303 
SWIFT Code: 
ROYCCAT2 

- 1 - 
SUBSCRIPTION AGREEMENT 
Non-Brokered Private Placement of Units 
 
TO: 
POET TECHNOLOGIES INC. 
The undersigned (the "Subscriber"), on its own behalf, and, if applicable, on behalf of those for whom the 
undersigned is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase from 
POET Technologies Inc. (the "Corporation") that number of units of the Corporation (the "Units") set out 
on the Subscription and Subscriber Information pages hereof (the "Purchased Securities") at a price of 
C$2.90 per Unit (the "Purchase Price"), at the Subscriber's election, subject to the following terms and 
conditions. Each Unit is comprised of one common share of the Corporation (each, a "Unit Share") and 
one common share purchase warrant of the Corporation (each whole warrant, a "Unit Warrant"), with each 
Unit Warrant entitling the holder thereof to purchase one common share (each, a "Warrant Share") at an 
exercise price of C$4.26 per Warrant Share, at the Subscriber's election, on or before a date that is 60 
months from the Closing Date (as defined herein) (the "Expiry Date"). This subscription agreement, which 
for greater certainty includes and incorporates the attached schedules, as applicable, is referred to herein 
as the "Subscription Agreement". 
The Subscriber understands that the Purchased Securities form part of a larger sale of a maximum of up 
to 3,448,275 Units (the "Offered Securities") by the Corporation, on a non-brokered private placement 
basis, for aggregate gross proceeds of a maximum of up to approximately C$10 million (the "Offering"). 
The Subscriber further understands that, concurrent with the Offering, the Corporation is undertaking a non-
brokered private placement of up to 3,258,390 units (the "LIFE Units") of the Company at a price of 
CAD$3.069 per Unit (the "LIFE Offering Price") for gross proceeds to the Company of up to C$10,000,000 
pursuant to the listed issuer financing exemption set out in Part 5A of NI 45-106 (as defined herein) (the 
"LIFE Offering").  Each LIFE Unit will consist of one common share in the capital of the Company (each, a 
"LIFE Unit Share") and one common share purchase warrant of the Company (each, a "LIFE Unit 
Warrant"), with each LIFE Unit Warrant entitling the holder thereof to purchase one common share of the 
Company (each, a "LIFE Warrant Share") at an exercise price of CAD$4.26 per LIFE Warrant Share, at 
the holder's election, on or before a date that is 60 months from the closing date of the LIFE Offering. The 
Corporation intends to use the net proceeds of the Offering and the LIFE Offering for general corporate 
purposes, including revenue expansion and the development and production of photonic modules for AI 
and related markets.  
The terms and size of the Offering are subject to change without notice to the Subscriber. The Corporation 
reserves the right to close the Offering in multiple tranches, such that one or more closings may occur after 
the initial closing. 
The Unit Shares, the Unit Warrants and the Warrant Shares underlying the Purchased Securities are 
collectively referred to as the "Underlying Securities". 
The Subscriber, on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom it is 
contracting hereunder, hereby represents, warrants and covenants the following to the Corporation (and 
acknowledges that the Corporation is relying thereon), which representations, warranties and covenants 
shall survive the purchase and sale of the Purchased Securities for a period of five years: 
1. 
this Subscription Agreement has been duly authorized, executed and delivered by the Subscriber, 
and constitutes a legal, valid, binding and enforceable agreement of the Subscriber to acquire the 
Purchased Securities; 
2. 
the Subscriber has been advised to consult its own legal advisers in connection with any applicable 
statutory hold or restricted period and any resale restrictions relating to the Purchased Securities 

- 2 - 
and Underlying Securities, and no representation has been made respecting any applicable 
statutory hold or restricted period or the resale restrictions relating to any such securities; 
3. 
the Subscriber acknowledges that it is solely responsible for compliance with any applicable hold 
or restricted period and the resale restrictions and the Subscriber will not resell or otherwise transfer 
or dispose of the Purchased Securities and the Underlying Securities except in accordance with 
the provisions of applicable securities statutes, rules, regulations, instruments and policy 
statements; 
4. 
the issue of the Purchased Securities and the Underlying Securities is conditional upon, among 
other things, such issue being exempt from the prospectus filing requirements and the requirements 
for the delivery of an offering memorandum, as defined under applicable securities legislation, 
relating to such issue or upon the issuance of such rulings, orders, consents or approvals as may 
be required to permit such issue without the requirement of filing a prospectus or delivering an 
offering memorandum; and 
5. 
the Subscriber makes the representations, warranties and covenants set out in Schedule "A" and, 
if applicable, Schedule "B" and Schedule "C" to this Subscription Agreement. 
The Subscriber acknowledges that the foregoing representations and warranties are made by it with the 
intent that they may be relied upon in determining its eligibility to purchase the Purchased Securities under 
relevant securities legislation. 
The closing of the transactions contemplated in this Subscription Agreement will take place at the offices 
of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4 at 8:30 a.m. 
(Toronto time) (the "Closing Time") in one or more tranches on or before May 10, 2024 (the "Closing 
Date"), or such other time, date or place as the Corporation may determine. 
The Subscriber acknowledges and agrees that the Corporation will not consider the subscription hereunder 
for acceptance unless the Subscriber delivers to the Corporation, in accordance with the instructions set 
forth on the second page hereof, as soon as possible, and, in any event, no later than 5:00 p.m. (Toronto 
time) on May 7, 2024, or such later time as the Corporation may in its sole discretion accept: 
1. 
a completed and duly signed copy of this Subscription Agreement, including instructions regarding 
registration and delivery set forth in the Subscription and Subscriber Information pages hereof and 
if applicable, Schedule "C"; 
2. 
a completed and duly signed copy of the Canadian Subscriber Certificate attached hereto as 
Schedule "B" and Appendix "A" to Schedule "B", if the Subscriber or beneficial purchaser, as 
applicable, is relying on paragraph (j), (k) or (l) of the definition of "accredited investor" 
Schedule "B"; and 
3. 
a wire transfer or other form of payment acceptable to the Corporation representing the aggregate 
Purchase Price payable by the Subscriber for the Purchased Securities, made payable to the 
Corporation or as otherwise instructed by the Corporation. 
The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among 
other things, the following conditions:  
1. 
the Subscriber having properly completed, signed and returned to the Corporation all documents 
required by applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV") 
for delivery by the Corporation on the Subscriber's behalf, including the applicable forms set out in 
Schedules "B" and "C" attached hereto, as applicable, as the sale of the Purchased Securities by 
the Corporation to the Subscriber will not be qualified by a prospectus or registration statement; 

- 3 - 
2. 
the representations and warranties made herein by the Subscriber and, if applicable, any beneficial 
purchaser for whom the Subscriber is acting hereunder (including representations and warranties 
made in any schedule attached hereto, as applicable), being true and correct when made and being 
true and correct at the Closing Time with the same force and effect as if they had been made on 
and as of the Closing Time; 
3. 
all covenants, agreements and conditions contained herein to be performed by the Subscriber and, 
if applicable, any beneficial purchaser for whom the Subscriber is acting hereunder (including the 
covenants, agreements and conditions contained in any schedule attached hereto, as applicable), 
on or prior to the Closing Date having been performed or complied with in all material respects; and 
4. 
the Corporation having obtained all necessary regulatory approvals and consents in respect of the 
Offering, including any required shareholder approval or consent as required by the TSXV and the 
conditional approval of the TSXV for the listing of the Unit Shares and Warrant Shares issued in 
connection with this Offering. 
If, on the Closing Date, the terms and conditions contained in this Subscription Agreement, including the 
schedules attached hereto, have been complied with to the satisfaction of the Corporation or waived by the 
Corporation, the Corporation shall deliver to the Subscriber or make arrangements for the delivery to the 
Subscriber of the certificate(s) and/or DRS statement(s) representing the Purchased Securities and such 
other documentation as may be requested by the Subscriber, against payment to the Corporation of the 
aggregate Purchase Price for the Purchased Securities in freely transferable Canadian or United States 
funds at the election of the Subscriber. 
All certificates and/or DRS statements issued to the Subscriber pursuant to this Subscription Agreement 
shall have such legends inserted thereon as are required by applicable securities legislation, indicating that 
the resale of such securities is restricted. 
The Corporation shall use commercially reasonable efforts to issue the Unit Shares and Unit Warrants 
comprising the Purchased Securities and to issue and deliver certificates or DRS statements representing 
such Unit Shares and certificates representing such Unit Warrants in accordance with the directions set 
forth in the Subscription and Subscriber Information pages hereof. 
The Subscriber acknowledges, and, if applicable, any beneficial purchaser for whom the Subscriber is 
contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at 
any time without notice and to accept or reject, in whole or in part, any subscription in its sole discretion. If 
this subscription is rejected in whole, the Subscriber and each beneficial purchaser, if any, understands 
that any funds delivered by the Subscriber to the Corporation representing the Purchase Price for the 
Purchased Securities will be promptly returned to the Subscriber without interest. If this subscription is 
accepted only in part, the Subscriber and each beneficial purchaser understands that a cheque or wire 
transfer representing any refund of the Purchase Price for that portion of the subscription that is not 
accepted will be promptly delivered to the Subscriber without interest. 
By executing and delivering this Subscription Agreement, the Subscriber, and, if applicable, any beneficial 
purchaser for whom the Subscriber is contracting hereunder, consents to the filing by the Corporation of all 
documents and personal information concerning the Subscriber provided in this Subscription Agreement 
required by applicable securities laws and the policies of the TSXV. 
If the Subscriber is not subscribing for the Purchased Securities for its own account and the Subscriber is 
not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under 
National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-
106"), each beneficial purchaser for whom the Subscriber is contracting hereunder must be purchasing the 
Purchased Securities as principal and (unless the Subscriber is an authorized agent with power to sign on 
behalf of the beneficial purchaser and such beneficial purchaser is disclosed on page 5 hereof) must 
execute all documents required by applicable securities laws and the policies of the TSXV with respect to 
the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing 

- 4 - 
this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant 
that you have authority to bind the Subscriber.  
The Subscriber agrees, and agrees to cause any beneficial purchaser for whom it is contracting hereunder, 
to comply with all applicable securities laws and with the policies of the TSXV concerning the purchase of, 
the holding of and the resale restrictions applicable to the Purchased Securities.  
The Subscriber covenants and agrees to deliver to the Corporation forthwith such documents, certificates, 
assurances and other instruments as may be required to carry out the provisions of this Subscription 
Agreement. 
The Subscriber hereby agrees to indemnify and hold harmless the Corporation and its officers, directors, 
shareholders, employees, agents and attorneys against any and all losses, claims, demands, liabilities, and 
expenses (including reasonable legal or other expenses, including reasonable attorneys' fees) incurred by 
each such person in connection with defending or investigating any such claims or liabilities, whether or not 
resulting in any liability to such person, to which any such indemnified party may become subject under 
applicable securities legislation, under any other statutes, at common law or otherwise, insofar as such 
losses, claims, demands, liabilities and expenses arise out of or are based upon any breach by the 
Subscriber of any representation, warranty, covenant or agreement made by the Subscriber contained 
herein. 
In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this 
Subscription Agreement shall nevertheless be binding with the same effect as though the void parts were 
deleted. 
This Subscription Agreement shall be governed by the laws of the Province of Ontario and the federal laws 
of Canada applicable therein. 
All dollar amounts in this Subscription Agreement are expressed in Canadian dollars, except as otherwise 
indicated. References to "$", "C$" or "CDN $" are to Canadian dollars and references to "US$" are to United 
States dollars.  
This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed 
to be an original, and all of which shall together constitute one and the same instrument. Execution and 
delivery of a copy of this Subscription Agreement by facsimile or by electronic transmission in portable 
document format (.pdf) shall be of the same effect as execution and delivery of an original executed copy 
thereof. 
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
 

- 5 - 
SUBSCRIPTION AND SUBSCRIBER INFORMATION 
UNITS 
Be sure to complete Part I, Part II and Part III. 
Part I: Subscription and Subscriber Information 
Subscriber Information and Signature 
 
Subscription Information 
 
 
(Name of Subscriber) 
Account Reference (If applicable):  
By:  
 
Authorized Signature 
 
(Official Capacity or Title, if the Subscriber is not an individual)
 
(Name of individual whose signature appears above if different 
than the name of the Subscriber printed above) 
 
(Subscriber's Residential Address)  
 
 
 
(Subscriber's Telephone Number) 
 
(Email Address) 
 
 
 
Number of Units: _________________ x C$2.90 
Aggregate Purchase Price:   $_________________________
 
         (the "Subscription Amount") 
Select Settlement Currency: ☐ C$ or ☐ US$  
 
Details of Beneficial Purchaser 
If the Subscriber is signing this Subscription Agreement 
as agent or trustee for a beneficial purchaser and is not 
purchasing as trustee or agent for accounts fully managed 
by it, so as to be deemed to be purchasing as principal 
pursuant to NI 45-106, complete the following: 
 
(Name of Beneficial Purchaser) 
Account Reference (If applicable):  
 
(Beneficial Purchaser's Residential Address)  
 
 
 
(Beneficial Purchaser's Telephone Number) 
 
(Email Address) 

- 6 - 
Part II: Registration and Delivery Instructions 
The Subscriber hereby provides the following registration and delivery instructions in connection with the 
settlement of the Purchased Securities being purchased hereunder. 
Evidence of Ownership of Purchased Securities 
The Subscriber elects to receive (check one box): 
☐
DRS statement(s) representing the Purchased Securities; or 
☐
Physical share certificate(s) representing the Purchased Securities. 
 
Delivery Instructions 
 
Registration Instructions 
 
 
(Name) 
 
(Account Reference, if applicable) 
 
(Address, including Postal Code)  
 
 
 
(Contact Name) 
 
(Telephone Number) 
 
 
 
 
(Name) 
 
(Account Reference, if applicable) 
 
(Address, including Postal Code)  
 
 
 
 

- 7 - 
Part III: Private Placement Questionnaire 
In connection with the proposed purchase of Units, the Subscriber hereby confirms, represents and 
warrants, on its own behalf and on behalf of any beneficial purchaser for whom it is acting hereunder, the 
accuracy of the following statements in respect of it and each such beneficial purchaser, if any. 
A. 
Registration Form 
The Subscriber, if not an individual and (i) is a member of the "Pro Group" (as described below), or (II) 
is (or will be after completion of the Offering) an "Insider" (as described below), or (iii) will be a holder of 
more than 5% of the listed shares after completion of the Offering, either [check appropriate box]: 
☐ 
has previously filed with the TSX Venture Exchange (the "TSXV") a Form 4C – Corporate Placee 
Registration Form, represents and warrants that there has been no change to any of the information 
in the Corporate Placee Registration Form previously filed with the TSXV up to the date hereof; or 
☐ 
hereby delivers a completed Form 4C – Corporate Placee Registration Form, in the form attached 
as Schedule "C" to the Corporation for filing with the TSXV. 
B. 
Present Ownership of Securities 
The Subscriber either (check appropriate box): 
☐ 
does not own directly or indirectly, or exercise control or direction over, any common shares of the 
Corporation or securities convertible into common shares of the Corporation; or 
☐ 
owns directly or indirectly, or exercises control or direction over, _________________________ 
outstanding common shares of the Corporation and convertible securities entitling the Subscriber 
to acquire additional common shares of the Corporation which, if converted, in the aggregate would 
represent _________________________ common shares of the Corporation. 
C. 
Insider Status 
The Subscriber either (check appropriate box): 
☐ 
is not an "Insider" of the Corporation (as defined in applicable securities laws); or 
☐ 
is an "Insider" of the Corporation, by virtue of being: 
 
(a) 
a director or officer of the Corporation; 
 
(b) 
a director or officer of a person or company that is itself an insider or subsidiary of the 
Corporation; 
 
(c) 
a person that beneficially owns or controls, directly or indirectly, securities of the Corporation 
carrying more than 10% of the voting rights attached to all the Corporation's outstanding 
voting securities; or 
 
(d) 
the Corporation itself if it holds any of its own securities. 
 
 

- 8 - 
D. 
Registrant Status 
The Subscriber either (check appropriate box): 
☐ 
is not a "Registrant"; or 
☐ 
is a "Registrant", defined as a person registered or required to be registered under the Securities 
Act (Ontario), including a dealer, adviser or investment fund manager. 
 
 
D. Member of "Pro Group" 
The Subscriber either [check appropriate box]: 
☐ 
is a member of the "Pro Group" as defined in the policies of the TSXV, as follows: 
 
1. 
subject to subparagraphs (2), (3) and (4), either individually or as a group: 
 
(a) 
the member (i.e. a member of the TSXV under TSXV requirements); 
 
(b) 
employees of the member; 
 
(c) 
partners, officers or directors of the member; 
 
(d) 
affiliates of the member; and 
 
(e) 
associates of any parties referred to in subparagraphs (a) through (d); 
 
2. 
the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes 
of a particular calculation where the TSXV determines that the person is not acting at arm's length 
with the member; 
 
3. 
the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a 
particular calculation where the TSXV determines that the person is acting at arm's length with the 
member; 
 
4. 
the member may deem a person who would otherwise be included in the Pro Group 
pursuant to subparagraph (1) to be excluded from the Pro Group where the member 
determines that: 
(a) 
the person is an affiliate or associate of the member acting at arm's length of the 
member; 
(b) 
the associate or affiliate has a separate corporate and reporting structure; 
(c) 
there are sufficient controls on information flowing between the member and the 
associate or affiliate; and 
(d) 
the member maintains a list of such excluded persons; or 
☐ 
is not a member of the Pro Group. 
 

[Signature Page to Subscription Agreement] 
ACCEPTANCE 
The above-mentioned subscription is hereby accepted by POET Technologies Inc. 
DATED as of the ____day of _____________, 202_. 
POET TECHNOLOGIES INC.  
 
 
 
 
Per: 
 
 
Name:   
Title:  
 
 

A-1 
SCHEDULE "A" 
ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS 
The Subscriber, on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom it is 
contracting hereunder, further represents, warrants, covenants and certifies to and with the Corporation 
(and acknowledges that the Corporation is relying thereon) that: 
(a) 
the Subscriber has the legal capacity to enter into and be bound by this Subscription Agreement 
and, if the Subscriber is not an individual, further certifies that all necessary approvals of directors, 
shareholders or otherwise have been given and obtained; 
(b) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, is at arm's-length (within the meaning of applicable securities laws and the policies of the 
TSXV) with the Corporation; 
(c) 
no person has made any written or oral representation to the Subscriber or any beneficial purchaser 
for whom the subscriber is contracting hereunder: 
(i) 
that any person will resell or repurchase the Purchased Securities or the Underlying 
Securities; 
(ii) 
that any person will refund the Purchase Price of the Purchased Securities other than as 
may be provided in this Subscription Agreement; or 
(iii) 
relating to the future price or value of the Purchased Securities or the Underlying Securities; 
(d) 
the Purchased Securities to be issued hereunder are not being purchased with knowledge of any 
material fact about the Corporation that has not been generally disclosed; 
(e) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, understand that there are risks associated with the purchase of the Purchased Securities and 
the Subscriber or, if applicable, each beneficial purchaser may lose his, her or its entire investment 
in the Purchased Securities; 
(f) 
the Subscriber and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, acknowledge and agree that the Subscriber has had such opportunity as the Subscriber 
has deemed adequate to conduct all due diligence investigations regarding the business, financial 
position, condition and prospects of the Corporation as is necessary to permit the Subscriber to 
evaluate the merits and risks of the investment in the Purchased Securities; 
(g) 
the Subscriber acknowledges and agrees that the Subscriber is solely responsible for obtaining 
such tax, investment, legal and other professional advice as the Subscriber considers appropriate 
in connection with the execution, delivery and performance by it of this Subscription Agreement 
and the transactions contemplated hereunder (including the resale and transfer restrictions referred 
to herein), and, without limiting the generality of the foregoing, neither the Corporation nor the 
Corporation's counsel has provided any tax advice whatsoever to the Subscriber in connection with 
the Offering, and the Corporation's counsel is acting solely as counsel to the Corporation and not 
as counsel to the Subscriber; 
(h) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, is capable of assessing the proposed investment in the Purchased Securities as a result of 
financial or investment experience or as a result of advice received from a registered person other 
than the Corporation or an affiliate thereof and the Subscriber or, if applicable, each such beneficial 
purchaser is, as the case may be, able to bear the economic risk of total loss of such investment; 

A-2 
(i) 
unless paragraph (k) applies, the Subscriber is acquiring the Purchased Securities as principal for 
its own account and not for the benefit of any other person; 
(j) 
the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other 
necessary documentation in connection with such subscription and this Subscription Agreement 
has been duly authorized, executed and delivered by the Subscriber and the entering into of this 
Subscription Agreement and the completion of the transactions contemplated herein will not result 
in the violation of any of the terms and provisions of any law applicable to, or if the Subscriber is 
not an individual, the constating documents of, the Subscriber, or of any agreement, written or oral, 
to which the Subscriber is a party or by which the Subscriber is bound; 
(k) 
if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager 
or comparable adviser) for a principal, the Subscriber is the duly authorized trustee or agent of such 
principal with due and proper power and authority to execute and deliver, on behalf of each such 
principal, each of whom is subscribing as principal for its own account and not for the benefit of any 
other person, this Subscription Agreement and all other necessary documentation in connection 
with the purchase of the Purchased Securities, to agree to the terms and conditions herein and 
therein set out and to make the representations, warranties, acknowledgements and covenants 
herein and therein contained, all as if each such principal were the Subscriber, and this Subscription 
Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, 
when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable 
in accordance with its terms against, each such principal and the Subscriber acknowledges that 
the Corporation may be required by law to disclose to certain regulatory authorities the identity of 
each such principal for whom it is acting; 
(l) 
if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is a 
resident of a province or territory of Canada and cannot otherwise satisfy any of the requirements 
set forth in this Schedule "A", the Subscriber or, if applicable, the beneficial purchaser is acquiring 
the Purchased Securities and the Underlying Securities pursuant to and in compliance with an 
exemption from the prospectus requirements of the securities laws of the jurisdiction of residence 
or to which the Subscriber or such beneficial purchaser is otherwise subject and will provide the 
Corporation, on request, whether before or after the Closing Date, with evidence of such 
compliance;  
(m) 
if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is a 
resident of a jurisdiction other than Canada or the United States, the Subscriber and, if applicable, 
the beneficial purchaser: 
(i) 
have knowledge of, or have been independently advised as to, and will comply with the 
requirements of all applicable securities laws of the Subscriber's jurisdiction of residence 
or the residence of such beneficial purchaser, as the case may be; 
(ii) 
confirm that the requirements of applicable securities laws in the Subscriber's jurisdiction 
of residence or the residence of such beneficial purchaser, as the case may be, does not 
require the Corporation to make any filings or seek any approvals of any kind whatsoever 
from any securities regulator or other regulatory body of any kind or nature whatsoever, or 
to prepare and file a prospectus, registration statement or similar document or to register 
the Purchased Securities; and  
(iii) 
will provide such evidence of compliance with all such matters, including but not limited to 
supporting legal opinions, as the Corporation may request; 
(n) 
the Subscriber represents and warrants that: 
(i) 
the Subscriber is not in the United States and is not purchasing the Purchased Securities 
for the account or benefit of a person in the United States; 

A-3 
(ii) 
the current structure of this transaction and all transactions and activities contemplated 
hereunder is not a scheme to avoid the registration requirements of the United States 
Securities Act of 1933, as amended (the "U.S. Securities Act") or applicable state laws;  
(iii) 
the Offered Securities have not been offered to the Subscriber in the United States, and 
the individuals making the order to purchase the Purchased Securities and executing and 
delivering this Subscription Agreement on behalf of the Subscriber were not in the United 
States when the order was placed and this Subscription Agreement was executed and 
delivered; 
(iv) 
the Subscriber is not purchasing the Purchased Securities as a result of any form of 
"directed selling efforts" (as defined in Regulation S under the U.S. Securities Act and 
including, but not limited to, any press release made by the Corporation relating to the 
proposed Offering of the Offered Securities or any report, notification or summary of the 
same) made in the United States by the Corporation, a distributor, any of their respective 
affiliates, or any person acting on behalf of any of the foregoing, and the sale of the 
Purchased Securities was not accompanied by any advertisement, article, notice or other 
communication published in any newspaper, magazine or similar media or broadcast over 
radio, television or telecommunications, including electronic display and the Internet, or 
any seminar or meeting whose attendees have been invited by general solicitation or 
general advertising; and  
(v) 
the Subscriber undertakes and agrees that it will not distribute either directly or indirectly 
any of the Purchased Securities in the United States, except in compliance with the U.S. 
Securities Act and any applicable state laws; 
(o) 
the Subscriber, and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, have been independently advised as to or are aware of the restrictions with respect to 
trading in, and the restricted period or statutory hold period applicable to, the Purchased Securities 
imposed by the securities laws of the jurisdiction in which the Subscriber and, if applicable, each 
beneficial purchaser resides and by the policies of the TSXV, and that a suitable legend or legends 
will be placed on the certificates or DRS statements representing the Purchased Securities and 
Underlying Securities to reflect the applicable restricted period and statutory hold period to which 
such securities are subject;  
(p) 
the Subscriber, and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, have not received or been provided with a prospectus, registration statement, offering 
memorandum (within the meaning of applicable securities legislation) or any document purporting 
to describe the business and affairs of the Corporation which has been prepared for review by 
prospective purchasers to assist in making an investment decision in respect of the Offered 
Securities, and the Subscriber's decision, or, if applicable, the decision of any beneficial purchaser 
for whom the Subscriber is acting, to enter into this Subscription Agreement and to purchase the 
Purchased Securities from the Corporation is based entirely upon publicly available information 
concerning the Corporation which has been filed under the Corporation's profile on the System for 
Electronic Document Analysis and Retrieval+ (SEDAR+) at www.sedarplus.com and the 
representations and warranties made by the Corporation in this Subscription Agreement, and not 
upon any other verbal or written representation as to fact or otherwise made by or on behalf of the 
Corporation; 
(q) 
as a consequence of the issuance and sale of the Purchased Securities and the Underlying 
Securities being exempt from the prospectus requirements of applicable securities legislation: 
(i) 
certain protections, rights and remedies provided by the applicable securities legislation, 
including statutory rights of rescission and certain statutory remedies against an issuer, 
underwriters, auditors, directors and officers that are available to investors who acquire 

A-4 
securities offered by a prospectus, will not be available to the Subscriber or, if applicable, 
others for whom the Subscriber is contracting hereunder; 
(ii) 
the common law may not provide investors with an adequate remedy in the event that they 
suffer investment losses in connection with securities acquired in a private placement; 
(iii) 
the Subscriber or, if applicable, others for whom the Subscriber is contracting hereunder, 
may not receive information that would otherwise be required to be given to them under 
applicable securities legislation; and 
(iv) 
the Corporation is relieved from certain obligations that would otherwise apply under the 
applicable securities legislation, including statutory rights of rescission and certain statutory 
remedies against an issuer; 
(r) 
the Subscriber will not sell or otherwise dispose of any of the Purchased Securities or any of the 
Underlying Securities, except in accordance with applicable securities laws and in accordance with 
the rules and regulations of any stock exchange on which any of the Underlying Securities may 
trade from time to time, and shall comply with such other requirements as the Corporation may 
reasonably require; 
(s) 
the Subscriber acknowledges and consents to the fact that the Corporation is collecting the 
Subscriber's personal information (as that term is defined under applicable privacy legislation, 
including, without limitation, the Personal Information Protection and Electronic Documents Act 
(Canada) and any other applicable similar, replacement or supplemental provincial or federal 
legislation or laws in effect from time to time), for the purpose of completing this Subscription 
Agreement and to the use of such information for the purposes set out in Schedule "D" "Collection 
of Personal Information" in this Subscription Agreement. The Subscriber acknowledges and 
consents to the Corporation retaining such personal information for as long as permitted or required 
by law or business practices. The Subscriber further acknowledges and consents to the fact that 
the Corporation may be required by applicable securities laws to provide regulatory authorities with 
any personal information provided under this Subscription Agreement. The Subscriber represents 
and warrants, as applicable, that it has the authority to provide the consents and 
acknowledgements set out in this paragraph and the Subscriber agrees and acknowledges that the 
Corporation may use and disclose its personal information, as follows: 
(i) 
for internal use with respect to managing the relationships between and contractual 
obligations of the Corporation and the Subscriber; 
(ii) 
for use and disclosure for income tax related purposes, including without limitation, where 
required by law, disclosure to the Canada Revenue Agency; 
(iii) 
for disclosure to securities regulatory authorities and other regulatory bodies with 
jurisdiction with respect to reports of trades and similar regulatory filings; 
(iv) 
for disclosure to a governmental or other authority to which the disclosure is required by 
court order or subpoena compelling such disclosure and where there is no reasonable 
alternative to such disclosure; 
(v) 
for disclosure to professional advisers of the Corporation in connection with the 
performance of their professional services; 
(vi) 
for disclosure to any person where such disclosure is necessary for legitimate business 
reasons and is made with the Subscriber's prior written consent; 
(vii) 
for disclosure to a court determining the rights of the parties under this Subscription 
Agreement; or 

A-5 
(viii) 
for use and disclosure as otherwise required or permitted by law; 
(t) 
the Subscriber authorizes the indirect collection of personal information (as defined in the securities 
laws of the Province of Ontario) by the Canadian securities commissions ("CSA") and confirms that 
it has been notified by the Corporation: 
(i) 
that the Corporation will be delivering such personal information to the CSA; 
(ii) 
that such personal information is being collected indirectly by the CSA under the authority 
granted to them under securities legislation for the purposes of administration and 
enforcement of the securities legislation of the applicable Canadian province or territory; 
(iii) 
that such personal information is being collected for the purpose of the administration and 
enforcement of the securities laws of the applicable Canadian province or territory; and 
(iv) 
that the title, business address and business telephone number of the public official in the 
such Canadian province or territory who can answer questions about such indirect 
collection of personal information is set forth on Schedule "E". 
(u) 
If the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is 
resident in, or otherwise subject to the securities laws of, a province or territory of Canada: 
(i) 
the Subscriber is purchasing the Purchased Securities: 
1. 
as principal for its own account or is deemed to be purchasing as principal pursuant 
to NI 45-106; or 
2. 
as agent for a beneficial purchaser disclosed to the Corporation in writing, and 
such disclosed beneficial purchaser is purchasing the Purchased Securities as 
principal for its own account or is deemed to be purchasing as principal pursuant 
to NI 45-106; and 
(ii) 
one of the below applies to the Subscriber or any beneficial purchaser for whom the 
Subscriber is acting:  
1. 
the Subscriber or any beneficial purchaser for whom the Subscriber is acting is an 
"accredited investor" within the meaning of NI 45-106; or  
2. 
the aggregate acquisition cost, payable by the Subscriber in cash, for the 
Purchased Securities is not less than CDN $150,000;  
(v) 
the Subscriber acknowledges that the certificates or DRS statements representing the Purchased 
Securities and Underlying Securities will bear the following legends: 
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF 
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which 
is four months and one day after the Closing Date will be inserted]." 
and (if applicable under the rules of the TSXV): 
"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE 
AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, 
THE SECURITIES REPRESENTED BY OR UNDERLYING THIS CERTIFICATE 
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE 
TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE 
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF 

A-6 
A CANADIAN RESIDENT UNTIL [the date which is four months and one day 
after the Closing Date will be inserted]." 
(w) 
the above representations and warranties will be true and correct both as of the execution of this 
Subscription Agreement and as of the Closing Time and the Subscriber acknowledges that such 
representations and warranties will survive the completion of the issue of the Purchased Securities; 
and 
(x) 
the Subscriber acknowledges that the foregoing representations and warranties are made by it with 
the intent that they be relied upon in determining the suitability of the Subscriber or any beneficial 
purchaser for whom the Subscriber is acting, as applicable, as a purchaser of the Purchased 
Securities and the Subscriber undertakes to immediately notify the Corporation of any change in 
any statement or other information relating to the Subscriber or any beneficial purchaser for whom 
the Subscriber is acting, as applicable, set forth herein which takes place prior to the issuance of 
the Purchased Securities. 
The Corporation represents, warrants and certifies to and with the Subscriber (and acknowledges that the 
Subscriber is relying thereon) that: 
(a) 
the Corporation is a valid and subsisting corporation incorporated and in good standing under the 
laws of the jurisdiction in which it was incorporated; 
(b) 
this Subscription Agreement has been, or will be by the closing of the transactions contemplated 
hereunder, duly authorized by all necessary corporate action on the part of the Corporation, and 
the Corporation has or will have by the closing of the transactions contemplated hereunder full 
corporate power and authority to undertake the sale of the Purchased Securities to the Subscriber; 
(c) 
the Common Shares are, and will continue to be as of the closing of the transactions contemplated 
hereunder, listed and posted for trading on the TSXV; 
(d) 
no order ceasing or suspending trading in the securities of the Corporation or prohibiting sale of its 
securities has been issued to the Corporation or its directors, officers or promoters; 
(e) 
the Corporation is a "reporting issuer" in all provinces and territories of Canada and is not included 
on the list of defaulting issuers issued by the securities regulators in those jurisdictions; and 
(f) 
upon their issuance in accordance with the terms of this subscription agreement and the Warrant 
Certificate, as applicable, the Underlying Securities will be validly issued and outstanding as fully-
paid and non-assessable Common Shares. 
 

B-1 
SCHEDULE "B" 
CANADIAN SUBSCRIBER CERTIFICATE 
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings 
of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or 
legal advisor before completing this certificate. 
All capitalized terms not otherwise defined herein have the meanings attributed to them in the Subscription 
Agreement and in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106").  
TO: 
POET TECHNOLOGIES INC. (the "Corporation") 
In connection with the acquisition of the Purchased Securities, the undersigned hereby represents, 
warrants, covenants and certifies that: 
(i) 
the undersigned (the undersigned or, if the undersigned is acquiring the Purchased Securities as 
agent on behalf of a disclosed beneficial purchaser, such beneficial purchaser, being referred to 
herein as the "Subscriber") is resident in a Province or territory of Canada or is subject to the 
securities laws of a Province or territory of Canada; 
(ii) 
the Subscriber is acquiring the Purchased Securities as principal or is deemed under NI 45-106 to 
be acquiring the Securities as principal; 
(iii) 
the Subscriber is not a trust company or trust corporation registered under the laws of Prince 
Edward Island that is not registered or authorized under the Trust and Loan Companies Act 
(Canada) or under comparable legislation in another jurisdiction of Canada; and 
(iv) 
one of the following clauses (A) or (B) applies (check applicable category):  
A. 
Accredited Investor – the Subscriber or the beneficial purchaser, as applicable, be, as of 
the Closing Date, an "accredited investor", as such term is defined in NI 45-106, by virtue 
of the fact that the Subscriber or the beneficial purchaser, as applicable, falls within one or 
more of the following categories checked below. A Subscriber checking boxes (j), (k) or 
(l) must also complete and sign Appendix "A" to this Schedule "B"" (Form 45-106F9 – Form 
for Individual Accredited Investors). 
(a) 
(i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or (ii) in 
Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III of the Bank 
Act (Canada); (B) an association to which the Cooperative Credit Associations Act 
(Canada) applies or a central cooperative credit society for which an order has been 
made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, 
trust corporation, insurance company, treasury branch, credit union, caisse populaire, 
financial services cooperative or credit union league or federation that is authorized by 
a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case 
may be; 
 
(b) 
the Business Development Bank of Canada incorporated under the Business 
Development Bank of Canada Act (Canada); 
 
(c) 
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of 
the voting securities of the subsidiary, except the voting securities required by law to 
be owned by directors of that subsidiary; 
 
(d) 
a person or company registered under the securities legislation of a jurisdiction 
(province or territory) of Canada as an adviser or dealer (or in Ontario, except as 
otherwise prescribed by the regulations under the Securities Act (Ontario)); 
 

B-2 
(e) 
an individual registered under the securities legislation of a jurisdiction of Canada as a 
representative of a person referred to in paragraph (d); 
 
(e.1) 
an individual formerly registered under the securities legislation of a jurisdiction of 
Canada, other than an individual formerly registered solely as a representative of a 
limited market dealer under one or both of the Securities Act (Ontario) or the Securities 
Act (Newfoundland and Labrador); 
 
(f) 
the Government of Canada or a jurisdiction of Canada, or any crown corporation, 
agency or wholly owned entity of the Government of Canada or a jurisdiction of 
Canada; 
 
(g) 
a municipality, public board or commission in Canada and a metropolitan community, 
school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an 
intermunicipal management board in Québec; 
 
(h) 
any national, federal, state, provincial, territorial or municipal government of or in any 
foreign jurisdiction, or any agency of that government; 
 
(i) 
a pension fund that is regulated by either the Office of the Superintendent of Financial 
Institutions (Canada), a pension commission or similar regulatory authority of a 
jurisdiction of Canada; 
 
(j) 
an individual who, either alone or with a spouse, beneficially owns financial assets 
having an aggregate realizable value that before taxes, but net of any related liabilities, 
exceeds CDN $1,000,000; 
 
(j.1) 
an individual who beneficially owns financial assets having an aggregate realizable 
value that, before taxes but net of any related liabilities, exceeds CDN $5 million; 
 
(k) 
an individual whose net income before taxes exceeded CDN $200,000 in each of the 
two most recent calendar years or whose net income before taxes combined with that 
of a spouse exceeded CDN $300,000 in each of the two most recent calendar years 
and who, in either case, reasonably expects to exceed that net income level in the 
current calendar year; 
 
(l) 
an individual who, either alone or with a spouse, has net assets of at least CDN $5 
million; 
 
(m) 
a person, other than an individual or an investment fund, that has net assets of at least 
CDN $5 million as shown on its most recently prepared financial statements; 
 
(n) 
an investment fund that distributes or has distributed its securities only to: 
(i) 
a person that is or was an accredited investor at the time of the distribution; 
(ii) 
a person that acquires or acquired securities in the circumstances referred to 
in sections 2.10 (Minimum amount investment), or 2.19 (Additional investment 
in investment funds) of NI 45-106; or 
(iii) 
a person described in paragraph (i) or (ii) that acquires or acquired securities 
under section 2.18 (Investment fund reinvestment) of NI 45-106; 
 
(o) 
an investment fund that distributes or has distributed securities under a prospectus in 
a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory 
authority, has issued a receipt; 
 
(p) 
a trust company or trust corporation registered or authorized to carry on business under 
the Trust and Loan Companies Act (Canada) or under comparable legislation in a 
jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed 
account managed by the trust company or trust corporation, as the case may be; 
 

B-3 
(q) 
a person acting on behalf of a fully managed account managed by that person, if that 
person is registered or authorized to carry on business as an adviser or the equivalent 
under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; 
 
(r) 
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, 
has obtained advice from an eligibility adviser or an adviser registered under the 
securities legislation of the jurisdiction of the registered charity to give advice on the 
securities being traded; 
 
(s) 
an entity organized in a foreign jurisdiction that is analogous to any of the entities 
referred to in paragraphs (a) to (d) or paragraph (i) in form and function; 
 
(t) 
a person in respect of which all of the owners of interests, direct, indirect or beneficial, 
except the voting securities required by law to be owned by directors, are persons that 
are accredited investors; 
 
(u) 
an investment fund that is advised by a person registered as an adviser or a person 
that is exempt from registration as an adviser;  
 
(v) 
a person that is recognized or designated by the securities regulatory authority or, 
except in Ontario and Québec, the regulator as an accredited investor; or 
 
(w) 
a trust established by an accredited investor for the benefit of the accredited investor's 
family members of which a majority of the trustees are accredited investors and all of 
the beneficiaries are the accredited investor's spouse, a former spouse of the 
accredited investor or a parent, grandparent, brother, sister, child or grandchild of that 
accredited investor, of that accredited investor's spouse or of that accredited investor's 
former spouse. 
 
(x) 
in Ontario, such other persons or companies as may be prescribed by the regulations 
under the Securities Act (Ontario). 
***If checking this category (x), please provide a description of how this requirement is 
met. 
 
B. 
Minimum Amount Exemption – the Subscriber is not an individual, (B) the Subscriber is 
purchasing the Purchased Securities as principal, (C) the Aggregate Purchase Price of the 
Purchased Securities purchased by the Subscriber is not less than CDN $150,000 paid in 
cash at the time of the distribution, and (D) the Subscriber has not been created or used 
solely to purchase or hold securities in reliance on this exemption. 
 

B-1 
The above representations and warranties will be true and correct both as of the execution of this certificate 
and as of the closing time of the issuance of the Purchased Securities and the undersigned acknowledges 
that they will survive the completion of the issue of the Purchased Securities. 
The undersigned acknowledges that the foregoing representations and warranties are made by the 
undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as an 
acquirer of the Purchased Securities and that this certificate is incorporated into and forms part of the 
subscription agreement and the undersigned undertakes to immediately notify the Corporation of any 
change in any statement or other information relating to the Subscriber set forth herein which takes place 
prior to the closing time of the issuance of the Purchased Securities. 
Dated: __________________, 202_. 
(print name of Subscriber or person signing as agent) 
By:  
 
 
 
(signature) 
 
 
 
(title) 
 
 
 
(please print name of individual whose signature 
appears above, if different from name of 
Subscriber or agent printed above) 
 
 
 

B-2 
For the purposes hereof: 
(aa) 
"Canadian financial institution" means 
(i) 
an association governed by the Cooperative Credit Associations Act (Canada) or a central 
cooperative credit society for which an order has been made under section 473(1) of the 
Cooperative Credit Associations Act (Canada), or 
(ii) 
a bank, loan corporation, trust company, trust corporation, insurance company, treasury 
branch, credit union, caisse populaire, financial services cooperative, or league that, in 
each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry 
on business in Canada or a jurisdiction of Canada; 
(bb) 
"control person" has the meaning ascribed to that term in securities legislation except in Manitoba, 
Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest 
Territories and Nunavut where "control person" means any person that holds or is one of a 
combination of persons that hold 
(i) 
a sufficient number of any of the securities of an issuer so as to affect materially the control 
of the issuer, or 
(ii) 
more than 20% of the outstanding voting securities of an issuer except where there is 
evidence showing that the holding of those securities does not affect materially the control 
of that issuer; 
(cc) 
"eligibility adviser" means 
(i) 
a person that is registered as an investment dealer or in an equivalent category of 
registration under the securities legislation of the jurisdiction of a purchaser and authorized 
to give advice with respect to the type of security being distributed, and 
(ii) 
in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good 
standing with a law society of a jurisdiction of Canada or a public accountant who is a 
member in good standing of an institute or association of chartered accountants, certified 
general accountants or certified management accountants in a jurisdiction of Canada 
provided that the lawyer or public accountant must not: 
(A) 
have a professional, business or personal relationship with the issuer, or any of its 
directors, executive officers, founders or control persons, and 
(B) 
have acted for or been retained personally or otherwise as an employee, executive 
officer, director, associate or partner of a person that has acted for or been retained 
by the issuer or any of its directors, executive officers, founders or control persons 
within the previous 12 months; 
(dd) 
"executive officer" means, for an issuer, an individual who is 
(i) 
a chair, vice-chair or president, 
(ii) 
a vice-president in charge of a principal business unit, division or function including sales, 
finance or production, 
(iii) 
an officer of the issuer or any of its subsidiaries and who performs a policy-making function 
in respect of the issuer, or 
(iv) 
performing a policy-making function in respect of the issuer; 

B-3 
(ee) 
"financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an 
evidence of a deposit that is not a security for the purposes of securities legislation; 
(ff) 
"founder" means, in respect of an issuer, a person who, 
(i) 
acting alone, in conjunction or in concert with one or more persons, directly or indirectly, 
takes the initiative in founding, organizing or substantially reorganizing the business of the 
issuer, and 
(ii) 
at the time of the trade is actively involved in the business of the issuer; 
(gg) 
"fully managed account" means an account of a client for which a person makes the investment 
decisions if that person has full discretion to trade in securities for the account without requiring the 
client's express consent to a transaction; 
(hh) 
"investment fund" has the meaning ascribed thereto in National Instrument 81-106 – Investment 
Fund Continuous Disclosure; 
(ii) 
"person" includes 
(i) 
an individual, 
(ii) 
a corporation, 
(iii) 
a partnership, trust, fund and an association, syndicate, organization or other organized 
group of persons, whether incorporated or not, and 
(iv) 
an individual or other person in that person's capacity as a trustee, executor, administrator 
or personal or other legal representative; 
(jj) 
"related liabilities" means 
(i) 
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of 
financial assets, or 
(ii) 
liabilities that are secured by financial assets. 
(kk) 
"spouse" means, an individual who, 
(i) 
is married to another individual and is not living separate and apart within the meaning of 
the Divorce Act (Canada), from the other individual, 
(ii) 
is living with another individual in a marriage-like relationship, including a marriage-like 
relationship between individuals of the same gender, or 
(iii) 
in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an 
adult interdependent partner within the meaning of the Adult Interdependent Relationships 
Act (Alberta); and 
(ll) 
"subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes 
a subsidiary of that subsidiary. 
Affiliated Entities and Control 
1. 
An issuer is considered to be an affiliate of another issuer if one of them is the subsidiary of the 
other, or if each of them is controlled by the same person. 

B-4 
2. 
A person (first person) is considered to control another person (second person) if: 
a. 
the first person, directly or indirectly, beneficially owns or exercises control or direction over 
securities of the second person carrying votes which, if exercised, would entitle the first 
person to elect a majority of the directors of the second person, unless that first person 
holds the voting securities only to secure an obligation, 
b. 
the second person is a partnership, other than a limited partnership, and the first person 
holds more than 50% of the interests in the partnership, or 
c. 
the second person is a limited partnership and the general partner of the limited partnership 
is the first person. 
All monetary references are in Canadian Dollars 
 

 
B-5 
APPENDIX "A" TO SCHEDULE "B" 
Form 45-106F9 
Form for Individual Accredited Investors 
WARNING! 
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this 
investment. 
 
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
1.  
About your investment 
Type of securities: Units 
Issuer: POET Technologies Inc.  
Purchased from: Issuer 
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 
2.  
Risk acknowledgement 
This investment is risky. Initial that you understand that: 
Your initials 
Risk of loss – You could lose your entire investment of $_________________________. [Instruction: 
Insert the total dollar amount of the investment.] 
 
Liquidity risk – You may not be able to sell your investment quickly – or at all. 
 
Lack of information – You may receive little or no information about your investment. 
 
Lack of advice – You will not receive advice from the salesperson about whether this investment is 
suitable for you unless the salesperson is registered. The salesperson is the person who meets with, 
or provides information to, you about making this investment. To check whether the salesperson is 
registered, go to www.aretheyregistered.ca. 
 
3.  
Accredited investor status 
You must meet at least one of the following criteria to be able to make this investment. Initial the 
statement that applies to you. (You may initial more than one statement.) The person identified in 
section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, 
or the salesperson identified in section 5, can help you if you have questions about whether you meet 
these criteria. 
Your initials 
•  Your net income before taxes was more than $200,000 in each of the 2 most recent calendar 
years, and you expect it to be more than $200,000 in the current calendar year. (You can find your 
net income before taxes on your personal income tax return.) 
 
•  Your net income before taxes combined with your spouse's was more than $300,000 in each of 
the 2 most recent calendar years, and you expect your combined net income before taxes to be 
more than $300,000 in the current calendar year. 
 
•  Either alone or with your spouse, you own more than $1 million in cash and securities, after 
subtracting any debt related to the cash and securities. 
 

 
B-6 
•  Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets 
are your total assets (including real estate) minus your total debt.) 
 
4.  
Your name and signature 
By signing this form, you confirm that you have read this form and you understand the risks of making this investment 
as identified in this form. 
First and last name (please print): 
Signature: 
Date: 
SECTION 5 TO BE COMPLETED BY THE SALESPERSON 
5.  
Salesperson information 
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to 
making this investment. That could include a representative of the issuer or selling security holder, a registrant or a 
person who is exempt from the registration requirement.] 
First and last name of salesperson (please print): 
Telephone: 
Email: 
Name of firm (if registered): 
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
6.  
For more information about this investment 
POET Technologies Inc. 
120 Eglinton Avenue East, Suite 1107 
Toronto, Ontario M4P 1E2 
 
Attention:  
Kevin Barnes 
 
 
Vice President, Finance & Administration & Corporate Controller 
Email:   
kb@poet-technologies.com  
 
For more information about prospectus exemptions, contact your local securities regulator. You can find 
contact information at www.securities-administrators.ca. 
 

 
C-1 
SCHEDULE "C" 
FORM 4C – CORPORATE PLACEE REGISTRATION FORM 
Where subscribers to a Private Placement are not individuals, the following information about the Placee 
must be provided if such subscribers: 
(a) 
will hold more than 5% of the Issuer's issued and outstanding Listed Shares upon 
completion of the Private Placement; or 
(b) 
are subscribing for more than 25% of the Private Placement. 
This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity 
(the "Placee") need only file it on one time basis, and it will be referenced for all subsequent Private 
Placements in which it participates. If any of the information provided in this Form changes, the Placee 
must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a 
result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are 
reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the 
Exchange. 
Placee Information: 
(a) 
Name:  
 
(b) 
Complete Address:  
 
 
 
(c) 
Jurisdiction of Incorporation or Creation:  
 
 
Is the Placee purchasing securities as a portfolio manager: (Yes/No)?  
 
(d) 
Is the Placee carrying on business as a portfolio manager outside of Canada: 
(Yes/No)? __________ 
If the answer to (d) above was "Yes", the undersigned certifies that: 
(e) 
It is purchasing securities of an Issuer on behalf of managed accounts for which it is making 
the investment decision to purchase the securities and has full discretion to purchase or 
sell securities for such accounts without requiring the client's express consent to a 
transaction; 
(f) 
it carries on the business of managing the investment portfolios of clients through 
discretionary authority granted by those clients (a "portfolio manager" business) in 
____________________ [jurisdiction], and it is permitted by law to carry on a portfolio 
manager business in that jurisdiction; 
(g) 
it was not created solely or primarily for the purpose of purchasing securities of the Issuer; 
(h) 
the total asset value of the investment portfolios it manages on behalf of clients is not less 
than CDN $20,000,000; and 
(i) 
it has no reasonable grounds to believe, that any of the directors, senior officers and other 
insiders of the Issuer, and the persons that carry on investor relations activities for the 
Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. 

 
C-2 
If the answer to 0. above was "No", please provide the names and addresses of Control Persons of the 
Placee: 
Name * 
City 
Province or State 
Country 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* 
If the Control Person is not an individual, provide the name of the individual that makes the investment 
decisions on behalf of the Control Person. 
The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including 
provisions concerning the filing of insider reports and reports of acquisitions. 
Dated at 
 
on 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Authorized Signature) 
 
 
 
 
 
 
 
 
 
 
 
(Official Capacity - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Please print name of individual whose 
signature appears above) 
 
 
 

 
C-3 
Acknowledgement - Personal Information 
"Personal Information" means any information about an identifiable individual, and includes information 
contained in sections 1, 2 and 4, as applicable, of this Form. 
The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each 
individual to: 
(a) 
the disclosure of Personal Information by the undersigned to the Exchange (as defined in 
Appendix 6B) pursuant to this Form; and 
the collection, use and disclosure of Personal Information by the Exchange for the purposes described in 
Appendix 6B or as otherwise identified by the Exchange, from time to time. 
Dated at 
 
on 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Name of Purchaser - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Authorized Signature) 
 
 
 
 
 
 
 
 
 
 
 
(Official Capacity - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Please print name of individual whose 
signature appears above) 
THIS IS NOT A PUBLIC DOCUMENT 
 

 
D-1 
SCHEDULE "D" 
COLLECTION OF PERSONAL INFORMATION 
This Subscription Agreement and the schedules hereto require the Subscriber to provide certain personal 
information (respecting the Subscriber and, if applicable, the beneficial purchaser for whom the Subscriber 
is contracting) to the Corporation. Personal information includes "personal information" as that term is 
defined under applicable privacy legislation, including without limitation, the Personal Information Protection 
and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental 
provincial or federal legislation or laws and, if applicable, the rules and policies of the TSXV in effect from 
time to time. Such information is being collected for the purposes of completing the Offering, which includes, 
without limitation, determining the eligibility of the Subscriber or, if applicable, the beneficial purchaser for 
whom the Subscriber is contracting, to purchase the Units under applicable Securities Laws, preparing and 
registering certificates representing the Units to be issued hereunder and completing filings required under 
applicable Securities Laws or by any stock exchange, the Investment Industry Regulatory Organization of 
Canada and/or securities regulatory authorities. 
In addition, such personal information may be used or disclosed by the Corporation for the purpose of 
administering the Corporation's relationship with the Subscriber or, if applicable, the beneficial purchaser 
for whom the Subscriber is contracting. For example, such personal information may be used by the 
Corporation to communicate with the Subscriber or, if applicable, the beneficial purchaser for whom the 
Subscriber is contracting (such as by providing annual or quarterly reports), to prepare tax filings and forms 
or to comply with its obligations under taxation, securities and other laws (such as maintaining a list of 
holders of shares). 
In connection with the foregoing, the personal information of the Subscriber or, if applicable, the beneficial 
purchaser for whom the Subscriber is contracting, may be disclosed by the Corporation to: (i) any stock 
exchanges or securities regulatory or taxation authorities; (ii) the Corporation's registrar and transfer agent; 
and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in 
record books prepared in respect of the Offering. 
By executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf 
of the beneficial purchaser for whom the Subscriber is contracting) hereby consents to the collection, use 
and disclosure of such personal information. The Subscriber (on its own behalf and, if applicable, on behalf 
of the beneficial purchaser for whom the Subscriber is contracting) also consents to the filing of copies or 
originals of any of the documents provided to the Corporation by or on behalf of the Subscriber with any 
stock exchange, securities regulatory authority in relation to the transactions contemplated by this 
Subscription Agreement. 
The Subscriber acknowledges that the Subscriber's personal information and the personal information of 
any beneficial purchaser may be delivered to the Canadian securities commissions under the authority 
granted to them under securities legislation for the purposes of administration and enforcement of the 
securities legislation of the applicable Canadian province or territory. The public official of such Canadian 
province or territory who can answer questions about such indirect collection of personal information is set 
forth on Schedule "E". 
The Subscriber also acknowledges and consents to the collection, use and disclosure of the Subscriber's 
personal information by the TSXV and its affiliates, authorized agents, subsidiaries and divisions, including 
the TSXV for the following purposes: (i) to conduct background checks, (ii) to verify personal information 
that has been provided about each individual, (iii) to provide disclosure to market participants as to the 
security holdings of directors, officers, other insiders and promoters of the Corporation or its associates or 
affiliates, (iv) to conduct enforcement proceedings, and (v) to perform other investigations as required by 
and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSXV, Securities 
Laws and other legal and regulatory requirements governing the conduct and protection of the public 
markets in Canada. As part of this process, the Subscriber further acknowledges that the TSXV also collects 
additional personal information from other sources, including but not limited to, securities regulatory 
authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, 
regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, 

 
D-2 
to ensure that the purposes set out above can be accomplished. The personal information collected by the 
TSXV may also be disclosed: (i) to the aforementioned agencies and organizations or as otherwise 
permitted or required by law and may be used for the purposes described above for their own investigations, 
and (ii) on the TSXV's website or through printed materials published by or pursuant to the directions of the 
TSXV. The TSXV may from time to time use third parties to process information and/or provide other 
administrative services and may share information with such third party services providers. 
 

 
E-1 
SCHEDULE "E" 
CONTACT INFORMATION FOR CANADIAN SECURITIES COMMISSION 
Alberta Securities Commission  
Suite 600, 250 – 5th Street SW 
Calgary, Alberta  T2P 0R4  
Telephone: 
(403) 297-6454  
Toll free in Canada: 
1-877-355-0585 
Facsimile: 
(403) 297-2082 
 
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, British Columbia  V7Y 1L2 
Inquiries: 
(604) 899-6854 
Toll free in Canada: 
1-800-373-6393 
Facsimile: 
(604) 899-6581 
Email: inquiries@bcsc.bc.ca 
 
The Manitoba Securities Commission 
500 – 400 St. Mary Avenue 
Winnipeg, Manitoba  R3C 4K5 
Telephone: 
(204) 945-2548 
Toll free in Manitoba: 
1-800-655-5244 
Facsimile: 
(204) 945-0330 
 
Financial and Consumer Services Commission  
(New Brunswick) 
85 Charlotte Street, Suite 300 
Saint John, New Brunswick  E2L 2J2 
Telephone: 
(506) 658-3060 
Toll free in Canada: 
1-866-933-2222 
Facsimile: 
(506) 658-3059 
Email: info@fcnb.ca 
 
Government of Newfoundland and Labrador 
Financial Services Regulation Division 
P.O. Box 8700 
Confederation Building 
2nd Floor, West Block 
Prince Philip Drive 
St. John's, Newfoundland and Labrador  A1B 4J6 
Attention: Director of Securities 
Telephone: 
(709) 729-4189 
Facsimile: 
(709) 729-6187 
 
Government of the Northwest Territories 
Office of the Superintendent of Securities 
P.O. Box 1320 
Yellowknife, Northwest Territories  X1A 2L9 
Attention: Deputy Superintendent, Legal & Enforcement 
Telephone: 
(867) 920-8984 
Facsimile: 
(867) 873-0243 
 
Nova Scotia Securities Commission 
Suite 400, 5251 Duke Street, Duke Tower 
P.O. Box 458 
Halifax, Nova Scotia  B3J 2P8 
Telephone: 
(902) 424-7768 
Facsimile: 
(902) 424-4625 
Government of Nunavut 
Department of Justice 
Legal Registries Division 
P.O. Box 1000, Station 570 
1st Floor, Brown Building 
Iqaluit, Nunavut  X0A 0H0 
Telephone: 
(867) 975-6590 
Facsimile: 
(867) 975-6594 
 
Ontario Securities Commission 
20 Queen Street West, 22nd Floor 
Toronto, Ontario  M5H 3S8 
Telephone: 
(416) 593- 8314 
Toll free in Canada: 
1-877-785-1555 
Facsimile: 
(416) 593-8122 
Email: exemptmarketfilings@osc.gov.on.ca 
Public official contact regarding indirect collection of 
information: Inquiries Officer 
 
Prince Edward Island Securities Office 
95 Rochford Street, 4th Floor Shaw Building 
P.O. Box 2000 
Charlottetown, Prince Edward Island  C1A 7N8 
Telephone: 
(902) 368-4569 
Facsimile: 
(902) 368-5283 
 
Autorité des marchés financiers 
800, Square Victoria, 22e étage 
C.P. 246, Tour de la Bourse 
Montréal, Québec  H4Z 1G3 
Telephone: 
(514) 395-0337 
or 1-877-525-0337 
Facsimile: 
(514) 873-6155 
(For filing purposes only) 
Facsimile: 
(514) 864-6381 
(For privacy requests only) 
Email: financementdessocietes@lautorite.qc.ca 
(For corporate finance issuers); 
fonds_dinvestissement@lautorite.qc.ca 
(For investment fund issuers) 
 
Financial and Consumer Affairs Authority of 
Saskatchewan 
Suite 601 - 1919 Saskatchewan Drive 
Regina, Saskatchewan  S4P 4H2 
Telephone: 
(306) 787-5879 
Facsimile: 
(306) 787-5899 
 
Government of Yukon 
Department of Community Services 
Law Centre, 3rd Floor 
2130 Second Avenue 
Whitehorse, Yukon  Y1A 5H6 
Telephone: 
(867) 667-5314 
Facsimile: 
(867) 393-6251 
 
 

1 
 
 
 
 
 
 
 
 
 
 
 
 
 
RECITALS 
WHEREAS, POET and Xiamen San'an Integrated Circuit Co., Ltd. entered into the Joint 
Venture Contract for the establishment of Super Photonics Xiamen Co., Ltd. dated October 21, 
2020, which was novated, amended and supplemented from time to time, including a notice 
for assignment and a consent to assignment dated October 12, 2023 whereby SAIC was 
assigned all the rights and obligations under the aforementioned agreement (the “Joint 
Venture Contract”). The Parties have agreed to terminate the Joint Venture Contract in 
accordance with the terms of this Agreement. 
IT IS AGREED as follows: 
1. Definition 
Words and expressions used in this Agreement but not defined shall have the 
meanings given to them in the Joint Venture Contract. 
2. Termination of the Joint Venture Contract 
(a)  The parties mutually agree to terminate the Joint Venture Contract as of the date 
hereof and, as a result of such termination, the Parties hereby acknowledge and agree 
that, except as expressly provided for under this Agreement, their respective rights 
and obligations under the Joint Venture Contract are hereby terminated as of the 
date hereof and that both Parties shall have no further liability to each other under 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JOINT VENTURE
 
TERMINATION AGREEMENT
This
 
Joint
 
Venture
 
Termination
 
Agreement
 
(the
 
“Agreement”)
 
is
 
dated
31 December
 
2024, and entered into between:
(1)
 
Quanzhou San’an Optical Communication Technology Co., Ltd., a company with
limited liability duly incorporated under the laws of the PRC, with its registered address at
No.2 Lianshan Industrial Zone Gushan Village Shijing Town, Nan’an, Quanzhou City, Fujian
Province, China
 
(hereinafter referred to as
 
“SAIC”); and
(2)
 
POET Technologies Inc.,
 
a publicly listed Company duly formed and validly existing in
Canada,
 
with
 
its
 
registered
 
address
 
of
 
120
 
Eglinton
 
Avenue
 
East,
 
Suite
 
#
 
1107,
 
Toronto,
Ontario, Canada
 
(hereinafter referred to as “POET”),
each a “Party” and collectively, the “Parties”.

2 
 
the Joint Venture Contract. 
(b)  Upon the execution of this Agreement, all rights and obligations of the Parties 
under the Joint Venture Contract shall terminate, except those described in Clause 2 
(Surviving Obligations) below. 
(c) In consideration for the terms set forth in this Agreement, each Party, on behalf of 
itself and its affiliates, and the directors, officers, shareholders and employees of such 
entities and the successors and assigns of the foregoing (the “Releasors”), hereby 
releases the other Party and its affiliates and the directors, officers and employees of 
such entities (the “Releasees”) from any and all claims, actions, causes of action, 
liabilities, damages, judgements and demands of any kind, whether known or 
unknown that the Releasors had, has, may have or ever claim to have against the 
Releasees among, under or directly or indirectly related to the Joint Venture 
Contract, except to the extent of rights and obligations of the Parties under the Joint 
Venture Contract that survive as provided in Clause 2 (Surviving Obligations) below. 
3. Surviving Obligations 
The Parties agree that the following terms and provisions of articles 1 (Definition and 
Interpretation), 2 (Parties to the Contract), 14 (Publicity and Confidentiality), 20 
(Governing Law and Settlement of Dispute) and 21 (Miscellaneous Provisions) in the 
Joint Venture Contract shall survive its termination in accordance with this Agreement. 
For the avoidance of doubt, all the other provisions in the Joint Venture Contract shall 
have no further effect upon execution of this Agreement. 
4. Governing Law and Jurisdiction 
(a) This Agreement shall be governed by and construed in accordance with the laws 
of the PRC. 
(b) The Parties hereto will try to resolve any dispute, controversy or claim arising out 
of or in connection with this Agreement through friendly consultations between the 
Parties. But, if no settlement is reached within twenty (20) days from the date one 
Party notifies the other Party in writing of its intention to submit the dispute, 
controversy or claim to arbitration in accordance with this paragraph, then any such 
dispute, controversy or claim arising out of or relating to this Agreement, or the 
breach, termination or invalidity hereof, shall be finally and exclusively settled by 
arbitration conducted by the Singapore International Arbitration Center (“SIAC”) in 
accordance with the Singapore International Arbitration Centre Administered 
Arbitration Rules in force when the Notice of Arbitration is submitted in accordance 

3 
 
with these Rules. 
(c) The place of arbitration will be in Singapore at SIAC. The arbitration proceedings 
will be conducted in English with Chinese translation. 
5. Miscellaneous/其他 
(a)  Any variation to this Agreement shall be binding only if it is in writing and signed 
by or on behalf of each Party. 
(b) Each Party shall bear its own fees, costs and expenses in connection with the 
preparation, negotiation and execution of this Agreement. 
(c) If any term or provision of this Agreement is invalid, illegal or unenforceable in 
any jurisdiction, such invalidity, illegality or unenforceability shall not affect any 
other term or provision of this Agreement or invalidate or render unenforceable such 
term or provision in any other jurisdiction. 
(d) This Agreement may be executed in several counterparts, each of which shall be 
deemed an original, but all of which together shall constitute one and the same 
instrument. 
 
 

4 
 
IN WITNESS WHEREOF, the undersigned have caused this Joint Venture Termination 
Agreement to be executed and delivered by their duly authorized representatives as of the date 
first above written. 
 
 
Quanzhou San’an Optical Communication 
Technology Co., Ltd. 
 
 
 
By: ________________________ 
 
Name:  
 
Title:  
 
 
POET Technologies Inc. 
 
 
 
By: ________________________ 
 
Name:  
 
Title:  
 
 
Suresh Venkatesan
Chairman and Chief Executive Officer

Cai Wen Bi
Legal Representative

THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M., TORONTO TIME, ON MAY 3, 2029.
POET TECHNOLOGIES INC.
(existing under the laws of the Province of Ontario)
SHARE PURCHASE WARRANTS
No.  W – 2024 – May - 01
Right to Purchase
3,258,390 Common Shares
WARRANTS FOR PURCHASE OF 3,258,390 COMMON SHARES
THIS IS TO CERTIFY THAT, for value received, GundyCO ITF MMCAP International Inc. SPC 
(hereinafter called the "Holder"), being the registered Holder of the common share purchase warrants ("Warrants") 
represented by this certificate ("Warrant Certificate") is entitled to subscribe for and purchase 3,258,390 fully paid 
and non-assessable common shares ("Common Shares") in the capital of POET Technologies Inc. (hereinafter called 
the "Company") at any time prior to 5:00 p.m. (Toronto time) on May 3, 2029 (the "Expiry Date") at a price (the 
"Exercise Price") of C$4.26 per Common Share until the Expiry Date; subject to the terms and conditions hereinafter 
set forth.
The rights to acquire Common Shares of the Company granted by this Warrant Certificate may be exercised 
by the Holder prior to the Expiry Date, subject to the terms and conditions herein, in whole or in part (but not as to a 
fractional Common Share), by surrender by personal delivery hereof or, if sent by mail or other means of transmission 
upon actual receipt thereof by the Company of this Warrant Certificate together with a duly completed and executed 
exercise form in the form attached as Schedule "A" (the "Exercise Form") at the offices of POET Technologies Inc., 
120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, accompanied by a certified cheque, wire transfer, 
electronic funds transfer, money order or bank draft payable to or to the order of the Company in payment of the 
purchase price of the number of Common Shares for which Warrants are then exercised.
In the event of any exercise of the rights represented by this Warrant Certificate, certificates for the Common 
Shares so purchased shall be issued to the Holder within a reasonable time, not exceeding three business days after 
the rights represented by this Warrant Certificate shall have been so exercised, and, unless the Warrants have expired, 
a new Warrant Certificate granting the right to acquire the number of Common Shares, if any, with respect to which 
the Warrants shall not then have been exercised shall also be issued to the Holder within such time.
The Company covenants and agrees that all Common Shares which may be issued upon the exercise of the 
rights represented by this Warrant Certificate will, upon issuance, be fully paid and non-assessable and free of all 
liens, charges and encumbrances.  The Company further covenants and agrees that during the period within which the 
rights represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and 
reserved a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant 
Certificate.
If the Common Shares issuable on exercise of this Warrant Certificate are issued for the account or benefit 
of a U.S. Person (as defined herein), such certificates shall bear the following legends in addition to those above:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 
(THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE 
SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE 
TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC. (THE "COMPANY"), (B) 
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S 
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL 
LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION 
UNDER THE U.S. SECURITIES ACT P

- 2 -
ROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF 
AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES 
LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION 
UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR 
(E) UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES 
ACT PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) 
ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE COMPANY MUST 
FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM 
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE 
SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD 
DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN 
CANADA."
If the Warrants or Common Shares offered for sale by the Company are being sold in accordance with Rule 
904 of Regulation S, the legend may be removed by providing to the transfer agent for the Company, (i) a declaration 
in the form attached as Schedule "B" hereof (or as the Company may prescribe from time to time) and (ii) if required 
by the transfer agent for the Company, an opinion of counsel, of recognized standing reasonably satisfactory to the 
Company, or other evidence reasonably satisfactory to the Company, that the proposed transfer may be effected 
without registration under the U.S. Securities Act.
Further, if the Warrants or Common Shares are being sold under Rule 144 under the U.S. Securities Act, the 
legend may be removed by delivering to the transfer agent for the Company, an opinion of counsel of recognized 
standing reasonably satisfactory to the Company, that the legend is no longer required under applicable requirements 
of the U.S. Securities Act or state securities laws.
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT 
CERTIFICATE:
1.
The acquisition rights in effect at any date attaching to this Warrant Certificate shall be subject to adjustment 
from time to time as follows:
(a)
if and whenever at any time prior to the Expiry Date, the Company shall:
(i)
subdivide, redivide or change its outstanding common shares into a greater number of 
shares; or
(ii)
reduce, combine or consolidate its outstanding common shares into a smaller number of 
shares 
(any of such events being referred to herein as a "Capital Reorganization")
the Exercise Price of each Common Share shall be adjusted immediately after the effective date of 
such Capital Reorganization, by multiplying the Exercise Price then in effect by a fraction of which 
the numerator shall be the total number of common shares outstanding immediately prior to such 
date and the denominator shall be the total number of common shares outstanding immediately after 
such date (including, in the case where securities are exchangeable for or convertible into Common 
Shares, and are distributed, and the number of Common Shares that would have been outstanding 
had all such securities been exchanged for or converted into Common Shares on such record date). 
Such adjustment shall be made successively whenever any event referred to in this subsection shall 
occur. If and whenever at any time after the date hereof prior to the Expiry Date any of the events 
set out above shall occur and the occurrence of such event results in an adjustment of the Exercise 
Price, then the number of Common Shares purchasable pursuant to this Warrant Certificate shall be 
adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number 
of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator 

- 3 -
of which shall be the Exercise Price in effect immediately prior to the adjustment and the 
denominator of which shall be the Exercise Price resulting from such adjustment;
(b)
if and whenever at any time prior to the Expiry Date, there is a reclassification of the common shares 
or a capital reorganization of the Company other than as described in subsection 1(a) or a 
consolidation, amalgamation or merger of the Company with or into any other body corporate, trust, 
partnership or other entity, the Holder of this Warrant Certificate if it has not exercised its right of 
acquisition, as at the effective date of such reclassification, capital reorganization, consolidation, 
amalgamation or merger, upon the exercise of such right thereafter, shall be entitled to receive and 
shall accept, in lieu of the number of Common Shares that the Holder of this Warrant Certificate 
would otherwise be entitled to acquire, the number of shares or other securities or property of the 
Company or of the body corporate, trust, partnership or other entity resulting from such merger, 
amalgamation or consolidation, that the Holder of this Warrant Certificate would have been entitled 
to receive on such reclassification, capital reorganization, consolidation, amalgamation or merger, 
if, on the record date or the effective date thereof, as the case may be, the Holder of this Warrant 
Certificate had been the registered holder of the number of Common Shares entitled to be acquired 
by it. If determined appropriate by the Holder of this Warrant Certificate to give effect to or to 
evidence the provisions of this subsection 1(b), the Company or its successor, shall, prior to or 
contemporaneously with any such reclassification, capital reorganization, consolidation, 
amalgamation or merger, issue new Warrants which shall provide, to the extent possible, for the 
application of the provisions set forth herein with respect to the rights and interests thereafter of the 
Holder of this Warrant Certificate to the end that the provisions set forth herein shall thereafter 
correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, 
other securities or property to which the Holder of this Warrant Certificate is entitled on the exercise 
of its acquisition rights thereafter. Any new Warrants issued by the Company or any successor to 
the Company shall provide for adjustments which shall be as nearly equivalent as may be practicable 
to the adjustments provided in this Section 1 and which shall apply to successive reclassification, 
reorganizations, amalgamations, consolidations or mergers; and
(c)
the adjustments provided for in this Section 1 in the number of Common Shares and classes of 
securities which are to be received on the exercise of the Warrants are cumulative. After any 
adjustment pursuant to this Section, the term "Common Shares" where used in this Warrant 
Certificate shall be interpreted to mean securities of any class or classes which, as a result of such 
adjustment and all prior adjustments pursuant to this Section, the Holder of this Warrant Certificate 
is entitled to receive upon the exercise of the Warrants, and the number of Common Shares indicated 
by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common 
Shares or other property or securities the Holder of this Warrant Certificate is entitled to receive, as 
a result of such adjustment and all prior adjustments pursuant to this Section, upon the full exercise 
of a Warrant.
2.
All shares of any class or other securities which the Holder of this Warrant Certificate is at the time in question 
entitled to receive on the exercise of the Warrants, whether or not as a result of adjustments made pursuant to Section 
1 shall, for the purposes of the interpretation hereof, be deemed to be shares which the Holder of this Warrant 
Certificate is entitled to acquire pursuant to such Warrant Certificate.
3.
Notwithstanding anything in Section 1, no adjustment shall be made in the acquisition rights attached to the 
Warrants if the issue of Common Shares is being made pursuant to this Warrant Certificate.
4.
As a condition precedent to the taking of any action which would require an adjustment in any of the 
acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received 
upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of its counsel, be 
necessary or desirable in order that the Company or a successor company has unissued and reserved in its authorized 
capital and may validly and legally issue as fully paid and non-assessable all the shares and other securities which the 
holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

- 4 -
5.
The Company shall from time to time immediately after the occurrence of any event which requires an 
adjustment or readjustment as provided in Section 1, deliver a certificate of the Company to the Holder of this Warrant 
Certificate specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby 
and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
6.
The Company shall not be required to deliver certificates for the Common Share while the share transfer 
books of the Company are properly closed prior to any meeting of shareholders, for the payment of dividends or for 
any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the 
making of any subscription and payment for the Common Shares called for thereby during any such period, delivery 
of certificates for Common Shares may be postponed for not more than five business days after the date of the re-
opening of said share transfer books. Any such postponement of delivery of certificates shall be without prejudice to 
the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such 
certificates for the Common Shares called for after the share transfer books have been re-opened.
7.
So long as this Warrant Certificate shall be outstanding, if any capital reorganization of the Company, 
reclassification of the capital of the Company, consolidation or merger of the Company with or into another 
corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then 
in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least 15 days prior the date 
of such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place, 
a notice containing a brief description of the proposed action and stating the date of such reclassification, 
reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place and the date, if any is to 
be fixed, as of which the holders of common shares or other securities shall receive cash or other property deliverable 
upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up.
8.
In accordance with the terms and conditions contained herein this Warrant Certificate, the Company will 
make adjustments as it considers necessary and equitable acting in good faith, subject to any approvals required by 
the TSXV. If at any time a dispute arises with respect to adjustments provide for herein, such dispute will be 
conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm 
of independent chartered accountants as may be selected by the directors of the Company and any such determination, 
absent manifest error, will be binding upon the Company, the Holder and shareholders of the Company. The Company 
will provide such auditors or accountants with access to all necessary records of the Company and fees payable to 
such accountants or auditors will be paid by the Company.
9.
This Warrant Certificate will not entitle the Holder hereof to any rights as a shareholder of the Company, 
including without limitation, voting rights.
10.
The Holder will not be permitted to exercise the Warrant into Common Shares at the Exercise Price to the 
extent that, after giving effect to such conversion, the Holder (together with the Holder's affiliates acting jointly or in 
concert with the undersigned, the "Joint Actors") would beneficially own in excess of 9.99% of the number of the 
Common Shares issued and outstanding immediately after giving effect to such exercise, on a partially diluted basis 
assuming the conversion of all securities of the Joint Actors which are convertible into Common Shares within sixty 
(60) days from the proposed date of exercise of the applicable number of Warrants.
11.
As provided in the Exercise Form, this Warrant Certificate may not be exercised in the United States or by 
or for the account or benefit of a U.S. Person ("U.S. Person" and "United States" having the meanings ascribed 
thereto under the United States Securities Act of 1933, as amended (the "1933 Act")) unless the underlying shares are 
registered under the 1933 Act and applicable securities laws or unless an exemption from such registration is available.
12.
Any notice, direction or other instrument required or permitted to be given hereunder to the Company or the 
Holder must be in writing and may be given by sending the same by facsimile transmission or by e-mail (if an e-mail 
address has been provided by the recipient), or delivering the same to such party at the following address:
(a)
If to the Company:

- 5 -
POET Technologies Inc.
120 Eglinton Avenue East, Suite 1107
Toronto, Ontario M4P 1E2
Attention: Kevin Barnes, Vice President, Finance & Administration & Corporate Controller
Email: kb@poet.tech 
(b)
If to the Holder, to the name and address or e-mail address (if one has been supplied by the recipient) 
appearing on the front page of this Warrant Certificate.
Any notice, direction or instrument aforesaid shall:
(c)
if by facsimile transmission, be deemed to have been given or made upon the completion of the 
facsimile transmission; or
(d)
if delivered by mail or by hand, be deemed to have been given or made at the time of delivery.
Any party may give written notice of change of address in the same manner, in which event such notice will 
thereafter be given to it as above provided at such changed address. 
13.
This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder at the office of the 
Company, for a new Warrant Certificate of like tenor representing in the aggregate the right to subscribe for and 
purchase the number of Common Shares which may be subscribed for and purchased hereunder, each such new 
Warrants to represent the right to subscribe for and purchase such number of Common Shares as shall be designated 
by such Holder hereof at the time of such surrender.
14.
As used herein, the term "Common Shares" shall mean and include the Company's presently authorized 
common shares without par value and shall also include any other authorized classes of voting shares in the capital of 
the Company which do not have special rights and restrictions attaching fixed dividends thereto or limiting the 
participation of holders of such shares of such classes in the distribution of assets upon the voluntary or involuntary 
liquidation, dissolution or winding up of the Company.
15.
The securities which will be issued upon the exercise of the rights represented by this Warrant Certificate 
have not been and will not be registered under the United States federal or state securities laws and may not be offered 
for sale, sold or otherwise transferred, on the books of the Company, without registration of such securities under all 
applicable United States federal and state securities laws or compliance with an applicable exemption therefrom, such 
compliance, at the option of the Company, to be evidenced by an opinion of the Holder's counsel, in the form 
acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer 
or assignment and the holder acknowledges that a legend to that effect will be placed upon all certificates representing 
any securities issued to any U.S. Person or Persons within the U.S. upon the exercise of the rights represented by this 
Warrant Certificate.
16.
This Warrant Certificate may only be amended by a written instrument signed by both the Holder and the 
Company.
17.
This Warrant Certificate may be signed digitally or by other electronic means, which shall be deemed to be 
an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature. 
A signed copy of this Warrant Certificate transmitted by facsimile, email or other electronic transmission shall be 
deemed to have the same legal effect and validity as delivery of an originally executed copy of this Warrant Certificate, 
provided that if this Warrant Certificate bears a digital or electronic signature as contemplated above and the Company 
is delivering this Warrant Certificate by electronic transmission pursuant to this Section 7, then the Company 
represents to the Holder that the electronically transmitted Warrant Certificate is the only executed copy to be issued 
to the Holder by the Company.
[Remainder of page intentionally left blank. Signature page follows.]

This Warrant Certificate may be exercised only at the offices of POET Technologies Inc., 120 Eglinton 
Avenue East, Suite 1107, Toronto, Ontario M4P IE2. 
IN WIT ESS WHEJ.U,W,' the C7Q!ny has caused this Warrant Certificate to be signed by its duly
authorized officer as of this< day of 
(}. = 
, 2024. 
\ 
[Signature P<1ge] 

A-1
SCHEDULE "A"
EXERCISE FORM
TO:
POET TECHNOLOGIES INC. 
120 EGLINTON AVENUE EAST, SUITE 1107
TORONTO, ONTARIO M4P 1E2
The undersigned hereby exercised the right to purchase and hereby subscribes for ___________________ Common 
Shares of POET Technologies Inc. (the "Company") according to the terms and conditions referenced in the attached 
Warrant Certificate, and herewith makes payment by wire transfer, certified cheque, bank draft or money order of the 
purchase price in full for the said shares. Undefined capitalized terms used herein shall have that meaning ascribed to 
them in the Warrant Certificate.
(Please check the ONE box applicable):

A.
The undersigned holder (i) at the time of exercise of the Warrants and execution and delivery of 
this exercise form is not in the United States; (ii) is not a U.S. person; (iii) is not exercising the 
Warrants for the account or benefit of a U.S. person or person in the United States; and (iv) the 
delivery of the underlying Common Shares will not be to an address in the United States.

B.
The undersigned holder has delivered to the Company an opinion of counsel of recognized 
standing in form and substance reasonably satisfactory to the Company to the effect that an 
exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States or other evidence satisfactory to the Company 
that an exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States.

C.
The undersigned holder: (i) is not (and is not exercising the Warrants for the account or benefit 
of) a U.S. person, as defined in Regulation S of the 1933 Act; (ii) did not execute or deliver this 
exercise form while within any state, territory or possession of the United States; and (iii) has in 
all other respects complied with the terms of Regulation S of the 1933 Act, or any successor rule 
or regulation of the United States Securities and Exchange Commission as presently in effect.
If the Common Shares are issued for the account or benefit of a U.S. Person, such certificates shall bear the 
following legends in addition to those above:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER 
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR 
UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES REPRESENTED HEREBY MAY BE 
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC. (THE 
"COMPANY"), (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION 
S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND 
REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. 
SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF 
AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN 
COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT 
AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION 
STATEMENT UNDER THE U.S. SECURITIES ACT PROVIDED THAT IN THE CASE OF TRANSFERS 
PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE 
COMPANY MUST FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM 
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. 
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF 
TRANSACTIONS ON STOCK EXCHANGES IN CANADA."
"U.S. person" and "United States" are used as defined in Regulation S under the 1933 Act.

A-2
DATED at 
 , 
, this 
 day of 
 , 20
.
Name of Warrant Holder
Authorized Signatory
Address of Warrant Holder
Registration Instructions
Delivery Instructions:
Name:
Account Reference, if applicable:
Account Reference, if applicable:
Contact Name:
Address:
Address:
Telephone Number: (        )

B-1
SCHEDULE "B"
FORM OF DECLARATION FOR REMOVAL OF LEGEND
TO:
Computershare Trust Company of Canada, as registrar and transfer agent
AND TO:
POET Technologies Inc. (the "Company")
The undersigned (A) acknowledges that the sale of 
 of the Company represented 
by certificate number 
 to which this declaration relates is being made in reliance on Rule 904 
of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) 
certifies that (1) the undersigned is not (a) an "affiliate" of the Company (as that term is defined in Rule 405 under the 
U.S. Securities Act), (b) a "distributor" as defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of 
such securities was not made to a person in the United States and either (a) at the time the buy order was originated, 
the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the 
buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated 
offshore securities market (such as the TSX Venture Exchange, the Toronto Stock Exchange) and neither the seller 
nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States 
or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged 
or will engage in any directed selling efforts in the United States in connection with the offer and sale of such 
securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because 
the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) 
the seller does not intend to replace securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted 
securities; and (6) the sale is not a transaction, or part of a series of transactions, which, although in technical 
compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities 
Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
Dated:
X
Authorized Signatory
Name of Seller (please print)
Name of Authorized Signatory (please print)
Title of Authorized Signatory (please print)

B-2
Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (B)(2)(b) above)
We have read the foregoing representations of our customer, 
 (the 
"Seller") 
dated 
 , with regard to our sale, for such Seller's account, of the securities of 
the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that 
the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through 
the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in 
any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee 
or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary 
broker's commission that would be received by a person executing such transaction as agent.  Terms used herein have 
the meanings given to them by Regulation S under the U.S. Securities Act.
Name of Firm
By:
Authorized Officer
Dated:

POET TECHNOLOGIES INC. 
SUBSCRIPTION AGREEMENT 
(UNITS) 
THE UNITS BEING OFFERED FOR SALE MAY ONLY BE PURCHASED BY CANADIAN RESIDENTS 
AND OFF-SHORE RESIDENTS OUTSIDE OF CANADA AND THE UNITED STATES, IN EACH CASE 
PURSUANT TO AVAILABLE EXEMPTIONS UNDER APPLICABLE SECURITIES LEGISLATION. 
INSTRUCTIONS 
All Subscribers: 
1. 
Carefully review the Subscription Agreement. 
2. 
Complete and sign the section entitled "Subscription and Subscriber Information" on pages 5 to 7 
of the Subscription Agreement, including the registration and delivery instructions, and if applicable, 
complete and sign Schedule "D" (Form 4C – Corporate Placee Registration Form) attached to the 
Subscription Agreement. 
Canadian Subscribers: 
3. 
If you are a Canadian subscriber, complete and sign Schedule "B" attached to the Subscription 
Agreement (Canadian Subscriber Certificate). If you are relying on paragraph (j), (k) or (l) of the 
definition of "accredited investor" in Schedule "B", you must also complete and sign Appendix "A" 
to Schedule "B". This schedule does not have to be completed by off-shore subscribers.  
Off-Shore Subscribers: 
4. 
If you are an off-shore subscriber outside of Canada and the United States, complete and sign 
Schedule "C" attached to the Subscription Agreement (Foreign Purchaser's Certificate). This 
schedule does not have to be completed by Canadian subscribers. 
_______________________________________ 
 
 

- 2 - 
Delivery Instructions: 
A completed and executed copy of this Subscription Agreement, including all applicable schedules hereto, 
must be delivered by email as soon as possible, and, in any event, no later than 5:00 p.m. (Toronto time) 
on January 12, 2024, to Bennett Jones LLP: 
Attention: 
Kaitlyn Clement 
Email:  
clementk@bennettjones.com 
 
 

- 3 - 
Payment Instructions: 
Unless other arrangements have been made with the Corporation, payment of the purchase price must be 
made in same day as described below, and must be received by the Corporation by no later than 5:00 
p.m. (Toronto time) on [January 12, 2024]. Please include a reference code: 076624.17 on all wire 
transfers. Payment by wire transfer may be made to Bennett Jones LLP, in trust, at: 
Payment in US Dollars:  
Beneficiary Name and Address: 
Bennett Jones LLP, in trust 
3400 One First Canadian Place 
Toronto, ON M5X 1A4 
 
 
Beneficiary Bank Name and Address: 
Royal Bank of Canada 
20 King Street West 
Toronto, ON M5H 1C4 
 
 
Bank (Institution) Number: 
003 
Transit (Branch) Number: 
06012 
Beneficiary Account Number: 
060124007027 
[5 digit transit no + 7 digit account no] 
SWIFT Code: 
ROYCCAT2 
Payment in Canadian dollars:  
Beneficiary Name and Address: 
Bennett Jones LLP, in trust 
3400 One First Canadian Place 
Toronto, ON M5X 1A4 
 
 
Beneficiary Bank Name and Address: 
Royal Bank of Canada 
20 King Street West 
Toronto, ON M5H 1C4 
 
 
Bank (Institution) Number: 
003 
Transit (Branch) Number: 
06012 
Beneficiary Account Number: 
060121161090 
[5 digit transit no + 7 digit account no] 
SWIFT Code: 
ROYCCAT2 
When wiring any funds from the United States, please also include the intermediary information: 
Intermediary Bank: 
JP Morgan Chase Bank, New York 
 
 
SWIFT Code: 
CHASUS33 
ABA Routing Number: 
021000021 

- 1 - 
SUBSCRIPTION AGREEMENT 
Non-Brokered Private Placement of Units 
 
TO: 
POET TECHNOLOGIES INC. 
The undersigned (the "Subscriber"), on its own behalf, and, if applicable, on behalf of those for whom the 
undersigned is contracting hereunder, hereby irrevocably subscribes for and agrees to purchase from 
POET Technologies Inc. (the "Corporation") that number of units of the Corporation (the "Units") set out 
on the Subscription and Subscriber Information pages hereof (the "Purchased Securities") at a price of 
C$1.22 or US$0.90 per Unit (the "Purchase Price"), at the Subscriber's election, subject to the following 
terms and conditions. Each Unit is comprised of one common share of the Corporation (each, a "Unit 
Share") and one common share purchase warrant of the Corporation (each whole warrant, a "Unit 
Warrant"), with each Unit Warrant entitling the holder thereof to purchase one common share (each, a 
"Warrant Share") at an exercise price of C$1.52 or US$1.12 per Warrant Share, at the Subscriber's 
election, on or before a date that is 5 years from the Closing Date (as defined herein) (the "Expiry Date"). 
This subscription agreement, which for greater certainty includes and incorporates the attached schedules, 
as applicable, is referred to herein as the "Subscription Agreement". 
The Subscriber understands that the Purchased Securities form part of a larger sale of a maximum of up 
to 4,098,360 Units (the "Offered Securities") by the Corporation, on a non-brokered private placement 
basis, for aggregate gross proceeds of a maximum of up to approximately C$5 million (the "Offering"). The 
Corporation intends to use the net proceeds of the Offering for general corporate purposes, including 
revenue expansion and the development and production of photonic modules for AI and related markets.  
The terms and size of the Offering are subject to change without notice to the Subscriber. The Corporation 
reserves the right to close the Offering in multiple tranches, such that one or more closings may occur after 
the initial closing. 
The Unit Shares, the Unit Warrants and the Warrant Shares underlying the Purchased Securities are 
collectively referred to as the "Underlying Securities". 
The Subscriber, on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom it is 
contracting hereunder, hereby represents, warrants and covenants the following to the Corporation (and 
acknowledges that the Corporation is relying thereon), which representations, warranties and covenants 
shall survive the purchase and sale of the Purchased Securities for a period of five years: 
1. 
this Subscription Agreement has been duly authorized, executed and delivered by the Subscriber, 
and constitutes a legal, valid, binding and enforceable agreement of the Subscriber to acquire the 
Purchased Securities; 
2. 
the Subscriber has been advised to consult its own legal advisers in connection with any applicable 
statutory hold or restricted period and any resale restrictions relating to the Purchased Securities 
and Underlying Securities, and no representation has been made respecting any applicable 
statutory hold or restricted period or the resale restrictions relating to any such securities; 
3. 
the Subscriber acknowledges that it is solely responsible for compliance with any applicable hold 
or restricted period and the resale restrictions and the Subscriber will not resell or otherwise transfer 
or dispose of the Purchased Securities and the Underlying Securities except in accordance with 
the provisions of applicable securities statutes, rules, regulations, instruments and policy 
statements; 

- 2 - 
4. 
the issue of the Purchased Securities and the Underlying Securities is conditional upon, among 
other things, such issue being exempt from the prospectus filing requirements and the requirements 
for the delivery of an offering memorandum, as defined under applicable securities legislation, 
relating to such issue or upon the issuance of such rulings, orders, consents or approvals as may 
be required to permit such issue without the requirement of filing a prospectus or delivering an 
offering memorandum; and 
5. 
the Subscriber makes the representations, warranties and covenants set out in Schedule "A" and, 
if applicable, Schedule "B", Schedule "C" and Schedule "D" to this Subscription Agreement. 
The Subscriber acknowledges that the foregoing representations and warranties are made by it with the 
intent that they may be relied upon in determining its eligibility to purchase the Purchased Securities under 
relevant securities legislation. 
The closing of the transactions contemplated in this Subscription Agreement will take place at the offices 
of Bennett Jones LLP, Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4 at 8:30 a.m. 
(Toronto time) (the "Closing Time") in one or more tranches on or before January 15, 2024 (the "Closing 
Date"), or such other time, date or place as the Corporation may determine. 
The Subscriber acknowledges and agrees that the Corporation will not consider the subscription hereunder 
for acceptance unless the Subscriber delivers to the Corporation, in accordance with the instructions set 
forth on the second page hereof, as soon as possible, and, in any event, no later than 5:00 p.m. (Toronto 
time) on January 12, 2024, or such later time as the Corporation may in its sole discretion accept: 
1. 
a completed and duly signed copy of this Subscription Agreement, including instructions regarding 
registration and delivery set forth in the Subscription and Subscriber Information pages hereof and 
if applicable, Schedule "D"; 
2. 
if the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting 
hereunder, is resident in, or otherwise subject to the securities laws of, a jurisdiction of Canada, a 
completed and duly signed copy of the Canadian Subscriber Certificate attached hereto as 
Schedule "B" and Appendix "A" to Schedule "B", if the Subscriber or beneficial purchaser, as 
applicable, is relying on paragraph (j), (k) or (l) of the definition of "accredited investor" 
Schedule "B";  
3. 
if the Subscriber or, if applicable, the beneficial purchaser for whom the Subscriber is contracting 
hereunder, is not resident in, or otherwise subject to the securities laws of, a jurisdiction of Canada 
or the United States, a completed and duly signed copy of the Foreign Purchaser's Certificate 
attached hereto as Schedule "C"; and 
4. 
a wire transfer or other form of payment acceptable to the Corporation representing the aggregate 
Purchase Price payable by the Subscriber for the Purchased Securities, made payable to the 
Corporation or as otherwise instructed by the Corporation. 
The obligation of the Corporation to sell the Purchased Securities to the Subscriber is subject to, among 
other things, the following conditions:  
1. 
the Subscriber having properly completed, signed and returned to the Corporation all documents 
required by applicable securities laws and the policies of the TSX Venture Exchange (the "TSXV") 
for delivery by the Corporation on the Subscriber's behalf, including the applicable forms set out in 
Schedules "B" to "D" attached hereto, as applicable, as the sale of the Purchased Securities by the 
Corporation to the Subscriber will not be qualified by a prospectus or registration statement; 
2. 
the representations and warranties made herein by the Subscriber and, if applicable, any beneficial 
purchaser for whom the Subscriber is acting hereunder (including representations and warranties 

- 3 - 
made in any schedule attached hereto, as applicable), being true and correct when made and being 
true and correct at the Closing Time with the same force and effect as if they had been made on 
and as of the Closing Time; 
3. 
all covenants, agreements and conditions contained herein to be performed by the Subscriber and, 
if applicable, any beneficial purchaser for whom the Subscriber is acting hereunder (including the 
covenants, agreements and conditions contained in any schedule attached hereto, as applicable), 
on or prior to the Closing Date having been performed or complied with in all material respects; and 
4. 
the Corporation having obtained all necessary regulatory approvals and consents in respect of the 
Offering, including any required shareholder approval or consent as required by the TSXV and the 
conditional approval of the TSXV for the listing of the Unit Shares and Warrant Shares issued in 
connection with this Offering. 
If, on the Closing Date, the terms and conditions contained in this Subscription Agreement, including the 
schedules attached hereto, have been complied with to the satisfaction of the Corporation or waived by the 
Corporation, the Corporation shall deliver to the Subscriber or make arrangements for the delivery to the 
Subscriber of the certificate(s) and/or DRS statement(s) representing the Purchased Securities and such 
other documentation as may be requested by the Subscriber, against payment to the Corporation of the 
aggregate Purchase Price for the Purchased Securities in freely transferable Canadian or United States 
funds at the election of the Subscriber. 
All certificates and/or DRS statements issued to the Subscriber pursuant to this Subscription Agreement 
shall have such legends inserted thereon as are required by applicable securities legislation, indicating that 
the resale of such securities is restricted. 
The Corporation shall use commercially reasonable efforts to issue the Unit Shares and Unit Warrants 
comprising the Purchased Securities and to issue and deliver certificates or DRS statements representing 
such Unit Shares and certificates representing such Unit Warrants in accordance with the directions set 
forth in the Subscription and Subscriber Information pages hereof. 
The Subscriber acknowledges, and, if applicable, any beneficial purchaser for whom the Subscriber is 
contracting hereunder acknowledges, that the Corporation has the right to close the subscription books at 
any time without notice and to accept or reject, in whole or in part, any subscription in its sole discretion. If 
this subscription is rejected in whole, the Subscriber and each beneficial purchaser, if any, understands 
that any funds delivered by the Subscriber to the Corporation representing the Purchase Price for the 
Purchased Securities will be promptly returned to the Subscriber without interest. If this subscription is 
accepted only in part, the Subscriber and each beneficial purchaser understands that a cheque or wire 
transfer representing any refund of the Purchase Price for that portion of the subscription that is not 
accepted will be promptly delivered to the Subscriber without interest. 
By executing and delivering this Subscription Agreement, the Subscriber, and, if applicable, any beneficial 
purchaser for whom the Subscriber is contracting hereunder, consents to the filing by the Corporation of all 
documents and personal information concerning the Subscriber provided in this Subscription Agreement 
required by applicable securities laws and the policies of the TSXV. 
If the Subscriber is not subscribing for the Purchased Securities for its own account and the Subscriber is 
not a trust company, trust corporation or portfolio manager deemed to be purchasing as principal under 
National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators ("NI 45-
106"), each beneficial purchaser for whom the Subscriber is contracting hereunder must be purchasing the 
Purchased Securities as principal and (unless the Subscriber is an authorized agent with power to sign on 
behalf of the beneficial purchaser and such beneficial purchaser is disclosed on page 5 hereof) must 
execute all documents required by applicable securities laws and the policies of the TSXV with respect to 
the Purchased Securities being acquired by each such beneficial purchaser as principal. If you are signing 
this Agreement as agent or pursuant to a power of attorney for the Subscriber, you represent and warrant 
that you have authority to bind the Subscriber.  

- 4 - 
The Subscriber agrees, and agrees to cause any beneficial purchaser for whom it is contracting hereunder, 
to comply with all applicable securities laws and with the policies of the TSXV concerning the purchase of, 
the holding of and the resale restrictions applicable to the Purchased Securities.  
The Subscriber covenants and agrees to deliver to the Corporation forthwith such documents, certificates, 
assurances and other instruments as may be required to carry out the provisions of this Subscription 
Agreement. 
The Subscriber hereby agrees to indemnify and hold harmless the Corporation and its officers, directors, 
shareholders, employees, agents and attorneys against any and all losses, claims, demands, liabilities, and 
expenses (including reasonable legal or other expenses, including reasonable attorneys' fees) incurred by 
each such person in connection with defending or investigating any such claims or liabilities, whether or not 
resulting in any liability to such person, to which any such indemnified party may become subject under 
applicable securities legislation, under any other statutes, at common law or otherwise, insofar as such 
losses, claims, demands, liabilities and expenses arise out of or are based upon any breach by the 
Subscriber of any representation, warranty, covenant or agreement made by the Subscriber contained 
herein. 
In the event any parts of this Subscription Agreement are found to be void, the remaining provisions of this 
Subscription Agreement shall nevertheless be binding with the same effect as though the void parts were 
deleted. 
This Subscription Agreement shall be governed by the laws of the Province of Ontario and the federal laws 
of Canada applicable therein. 
All dollar amounts in this Subscription Agreement are expressed in Canadian dollars, except as otherwise 
indicated. References to "$", "C$" or "CDN $" are to Canadian dollars and references to "US$" are to United 
States dollars.  
This Subscription Agreement may be executed in one or more counterparts, each of which shall be deemed 
to be an original, and all of which shall together constitute one and the same instrument. Execution and 
delivery of a copy of this Subscription Agreement by facsimile or by electronic transmission in portable 
document format (.pdf) shall be of the same effect as execution and delivery of an original executed copy 
thereof. 
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 
 

- 5 - 
SUBSCRIPTION AND SUBSCRIBER INFORMATION 
UNITS 
Be sure to complete Part I, Part II and Part III. 
Part I: Subscription and Subscriber Information 
Subscriber Information and Signature 
 
Subscription Information 
 
 
 
(Name of Subscriber) 
Account Reference (If applicable):  
 
By:  
 
 
Authorized Signature 
 
 
(Official Capacity or Title, if the Subscriber is not an individual) 
 
 
(Name of individual whose signature appears above if different 
than the name of the Subscriber printed above) 
 
 
(Subscriber's Residential Address)  
 
 
 
 
 
(Subscriber's Telephone Number) 
 
 
(Email Address) 
 
 
 
Number of Units: _________________ x C$1.22 or US$0.90 
Aggregate Purchase Price:   $_________________________ 
 
         (the "Subscription Amount") 
Select Settlement Currency: ☐ C$ or ☐ US$  
 
Details of Beneficial Purchaser 
If the Subscriber is signing this Subscription Agreement 
as agent or trustee for a beneficial purchaser and is not 
purchasing as trustee or agent for accounts fully managed 
by it, so as to be deemed to be purchasing as principal 
pursuant to NI 45-106, complete the following: 
 
 
(Name of Beneficial Purchaser) 
Account Reference (If applicable):  
 
 
 
(Beneficial Purchaser's Residential Address)  
 
 
 
 
 
(Beneficial Purchaser's Telephone Number) 
 
 
(Email Address) 

- 6 - 
Part II: Registration and Delivery Instructions 
The Subscriber hereby provides the following registration and delivery instructions in connection with the 
settlement of the Purchased Securities being purchased hereunder. 
Evidence of Ownership of Purchased Securities 
The Subscriber elects to receive (check one box): 
☐ DRS statement(s) representing the Purchased Securities; or 
☐ Physical share certificate(s) representing the Purchased Securities. 
 
Delivery Instructions 
 
Registration Instructions 
 
 
 
(Name) 
 
 
(Account Reference, if applicable) 
 
 
(Address, including Postal Code)  
 
 
 
 
 
(Contact Name) 
 
 
(Telephone Number) 
 
 
 
 
 
(Name) 
 
 
(Account Reference, if applicable) 
 
 
(Address, including Postal Code)  
 
 
 
 
 

- 7 - 
Part III: Private Placement Questionnaire 
In connection with the proposed purchase of Units, the Subscriber hereby confirms, represents and 
warrants, on its own behalf and on behalf of any beneficial purchaser for whom it is acting hereunder, the 
accuracy of the following statements in respect of it and each such beneficial purchaser, if any. 
A. 
Registration Form 
The Subscriber, if not an individual and (i) is a member of the "Pro Group" (as described below), or (II) 
is (or will be after completion of the Offering) an "Insider" (as described below), or (iii) will be a holder of 
more than 5% of the listed shares after completion of the Offering, either [check appropriate box]: 
☐ 
has previously filed with the TSX Venture Exchange (the "TSXV") a Form 4C – Corporate Placee 
Registration Form, represents and warrants that there has been no change to any of the information 
in the Corporate Placee Registration Form previously filed with the TSXV up to the date hereof; or 
☐ 
hereby delivers a completed Form 4C – Corporate Placee Registration Form, in the form attached 
as Schedule "D" to the Corporation for filing with the TSXV. 
 
 
B. 
Present Ownership of Securities 
The Subscriber either (check appropriate box): 
☐ 
does not own directly or indirectly, or exercise control or direction over, any common shares of the 
Corporation or securities convertible into common shares of the Corporation; or 
☐ 
owns directly or indirectly, or exercises control or direction over, _________________________ 
outstanding common shares of the Corporation and convertible securities entitling the Subscriber 
to acquire additional common shares of the Corporation which, if converted, in the aggregate would 
represent _________________________ common shares of the Corporation. 
 
 
C. 
Insider Status 
The Subscriber either (check appropriate box): 
☐ 
is not an "Insider" of the Corporation (as defined in applicable securities laws); or 
☐ 
is an "Insider" of the Corporation, by virtue of being: 
 
(a) 
a director or officer of the Corporation; 
 
(b) 
a director or officer of a person or company that is itself an insider or subsidiary of the 
Corporation; 
 
(c) 
a person that beneficially owns or controls, directly or indirectly, securities of the Corporation 
carrying more than 10% of the voting rights attached to all the Corporation's outstanding 
voting securities; or 
 
(d) 
the Corporation itself if it holds any of its own securities. 
 
 

- 8 - 
D. 
Registrant Status 
The Subscriber either (check appropriate box): 
☐ 
is not a "Registrant"; or 
☐ 
is a "Registrant", defined as a person registered or required to be registered under the Securities 
Act (Ontario), including a dealer, adviser or investment fund manager. 
 
 
D. Member of "Pro Group" 
The Subscriber either [check appropriate box]: 
☐ 
is a member of the "Pro Group" as defined in the policies of the TSXV, as follows: 
 
1. 
subject to subparagraphs (2), (3) and (4), either individually or as a group: 
 
(a) 
the member (i.e. a member of the TSXV under TSXV requirements); 
 
(b) 
employees of the member; 
 
(c) 
partners, officers or directors of the member; 
 
(d) 
affiliates of the member; and 
 
(e) 
associates of any parties referred to in subparagraphs (a) through (d); 
 
2. 
the TSXV may, in its discretion, include a person or party in the Pro Group for the purposes 
of a particular calculation where the TSXV determines that the person is not acting at arm's length 
with the member; 
 
3. 
the TSXV may, in its discretion, exclude a person from the Pro Group for the purposes of a 
particular calculation where the TSXV determines that the person is acting at arm's length with the 
member; 
 
4. 
the member may deem a person who would otherwise be included in the Pro Group 
pursuant to subparagraph (1) to be excluded from the Pro Group where the member 
determines that: 
(a) 
the person is an affiliate or associate of the member acting at arm's length of the 
member; 
(b) 
the associate or affiliate has a separate corporate and reporting structure; 
(c) 
there are sufficient controls on information flowing between the member and the 
associate or affiliate; and 
(d) 
the member maintains a list of such excluded persons; or 
☐ 
is not a member of the Pro Group. 
 

[Signature Page to Subscription Agreement] 
ACCEPTANCE 
The above-mentioned subscription is hereby accepted by POET Technologies Inc. 
DATED as of the ____day of _____________, 202_. 
POET TECHNOLOGIES INC.  
 
 
Per: 
 
Name:   
Title:  
 
 

A-1 
SCHEDULE "A" 
ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS 
The Subscriber, on its own behalf, and, if applicable, on behalf of each beneficial purchaser for whom it is 
contracting hereunder, further represents, warrants, covenants and certifies to and with the Corporation 
(and acknowledges that the Corporation is relying thereon) that: 
(a) 
the Subscriber has the legal capacity to enter into and be bound by this Subscription Agreement 
and, if the Subscriber is not an individual, further certifies that all necessary approvals of directors, 
shareholders or otherwise have been given and obtained; 
(b) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, is at arm's-length (within the meaning of applicable securities laws and the policies of the 
TSXV) with the Corporation; 
(c) 
no person has made any written or oral representation to the Subscriber or any beneficial purchaser 
for whom the subscriber is contracting hereunder: 
(i) 
that any person will resell or repurchase the Purchased Securities or the Underlying 
Securities; 
(ii) 
that any person will refund the Purchase Price of the Purchased Securities other than as 
may be provided in this Subscription Agreement; or 
(iii) 
relating to the future price or value of the Purchased Securities or the Underlying Securities; 
(d) 
the Purchased Securities to be issued hereunder are not being purchased with knowledge of any 
material fact about the Corporation that has not been generally disclosed; 
(e) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, understand that there are risks associated with the purchase of the Purchased Securities and 
the Subscriber or, if applicable, each beneficial purchaser may lose his, her or its entire investment 
in the Purchased Securities; 
(f) 
the Subscriber and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, acknowledge and agree that the Subscriber has had such opportunity as the Subscriber 
has deemed adequate to conduct all due diligence investigations regarding the business, financial 
position, condition and prospects of the Corporation as is necessary to permit the Subscriber to 
evaluate the merits and risks of the investment in the Purchased Securities; 
(g) 
the Subscriber acknowledges and agrees that the Subscriber is solely responsible for obtaining 
such tax, investment, legal and other professional advice as the Subscriber considers appropriate 
in connection with the execution, delivery and performance by it of this Subscription Agreement 
and the transactions contemplated hereunder (including the resale and transfer restrictions referred 
to herein), and, without limiting the generality of the foregoing, neither the Corporation nor the 
Corporation's counsel has provided any tax advice whatsoever to the Subscriber in connection with 
the Offering, and the Corporation's counsel is acting solely as counsel to the Corporation and not 
as counsel to the Subscriber; 
(h) 
the Subscriber and each beneficial purchaser for whom the Subscriber is contracting hereunder, if 
any, is capable of assessing the proposed investment in the Purchased Securities as a result of 
financial or investment experience or as a result of advice received from a registered person other 
than the Corporation or an affiliate thereof and the Subscriber or, if applicable, each such beneficial 
purchaser is, as the case may be, able to bear the economic risk of total loss of such investment; 

A-2 
(i) 
unless paragraph (k) applies, the Subscriber is acquiring the Purchased Securities as principal for 
its own account and not for the benefit of any other person; 
(j) 
the Subscriber is duly authorized to execute and deliver this Subscription Agreement and all other 
necessary documentation in connection with such subscription and this Subscription Agreement 
has been duly authorized, executed and delivered by the Subscriber and the entering into of this 
Subscription Agreement and the completion of the transactions contemplated herein will not result 
in the violation of any of the terms and provisions of any law applicable to, or if the Subscriber is 
not an individual, the constating documents of, the Subscriber, or of any agreement, written or oral, 
to which the Subscriber is a party or by which the Subscriber is bound; 
(k) 
if the Subscriber is acting as agent or trustee (including, for greater certainty, a portfolio manager 
or comparable adviser) for a principal, the Subscriber is the duly authorized trustee or agent of such 
principal with due and proper power and authority to execute and deliver, on behalf of each such 
principal, each of whom is subscribing as principal for its own account and not for the benefit of any 
other person, this Subscription Agreement and all other necessary documentation in connection 
with the purchase of the Purchased Securities, to agree to the terms and conditions herein and 
therein set out and to make the representations, warranties, acknowledgements and covenants 
herein and therein contained, all as if each such principal were the Subscriber, and this Subscription 
Agreement has been duly and validly authorized, executed and delivered by or on behalf of, and, 
when accepted by the Corporation, will constitute a legal, valid and binding obligation enforceable 
in accordance with its terms against, each such principal and the Subscriber acknowledges that 
the Corporation may be required by law to disclose to certain regulatory authorities the identity of 
each such principal for whom it is acting; 
(l) 
if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is a 
resident of a province or territory of Canada and cannot otherwise satisfy any of the requirements 
set forth in this Schedule "A", the Subscriber or, if applicable, the beneficial purchaser is acquiring 
the Purchased Securities and the Underlying Securities pursuant to and in compliance with an 
exemption from the prospectus requirements of the securities laws of the jurisdiction of residence 
or to which the Subscriber or such beneficial purchaser is otherwise subject and will provide the 
Corporation, on request, whether before or after the Closing Date, with evidence of such 
compliance;  
(m) 
if the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is a 
resident of a jurisdiction other than Canada or the United States, the Subscriber and, if applicable, 
the beneficial purchaser: 
(i) 
have knowledge of, or have been independently advised as to, and will comply with the 
requirements of all applicable securities laws of the Subscriber's jurisdiction of residence 
or the residence of such beneficial purchaser, as the case may be; 
(ii) 
confirm that the requirements of applicable securities laws in the Subscriber's jurisdiction 
of residence or the residence of such beneficial purchaser, as the case may be, does not 
require the Corporation to make any filings or seek any approvals of any kind whatsoever 
from any securities regulator or other regulatory body of any kind or nature whatsoever, or 
to prepare and file a prospectus, registration statement or similar document or to register 
the Purchased Securities; and  
(iii) 
will provide such evidence of compliance with all such matters, including but not limited to 
supporting legal opinions, as the Corporation may request; 
(n) 
the Subscriber represents and warrants that: 
(i) 
the Subscriber is not in the United States and is not purchasing the Purchased Securities 
for the account or benefit of a person in the United States; 

A-3 
(ii) 
the current structure of this transaction and all transactions and activities contemplated 
hereunder is not a scheme to avoid the registration requirements of the United States 
Securities Act of 1933, as amended (the "U.S. Securities Act") or applicable state laws;  
(iii) 
the Offered Securities have not been offered to the Subscriber in the United States, and 
the individuals making the order to purchase the Purchased Securities and executing and 
delivering this Subscription Agreement on behalf of the Subscriber were not in the United 
States when the order was placed and this Subscription Agreement was executed and 
delivered; 
(iv) 
the Subscriber is not purchasing the Purchased Securities as a result of any form of 
"directed selling efforts" (as defined in Regulation S under the U.S. Securities Act and 
including, but not limited to, any press release made by the Corporation relating to the 
proposed Offering of the Offered Securities or any report, notification or summary of the 
same) made in the United States by the Corporation, a distributor, any of their respective 
affiliates, or any person acting on behalf of any of the foregoing, and the sale of the 
Purchased Securities was not accompanied by any advertisement, article, notice or other 
communication published in any newspaper, magazine or similar media or broadcast over 
radio, television or telecommunications, including electronic display and the Internet, or 
any seminar or meeting whose attendees have been invited by general solicitation or 
general advertising; and  
(v) 
the Subscriber undertakes and agrees that it will not distribute either directly or indirectly 
any of the Purchased Securities in the United States, except in compliance with the U.S. 
Securities Act and any applicable state laws; 
(o) 
the Subscriber, and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, have been independently advised as to or are aware of the restrictions with respect to 
trading in, and the restricted period or statutory hold period applicable to, the Purchased Securities 
imposed by the securities laws of the jurisdiction in which the Subscriber and, if applicable, each 
beneficial purchaser resides and by the policies of the TSXV, and that a suitable legend or legends 
will be placed on the certificates or DRS statements representing the Purchased Securities and 
Underlying Securities to reflect the applicable restricted period and statutory hold period to which 
such securities are subject;  
(p) 
the Subscriber, and, if applicable, each beneficial purchaser for whom the Subscriber is contracting 
hereunder, have not received or been provided with a prospectus, registration statement, offering 
memorandum (within the meaning of applicable securities legislation) or any document purporting 
to describe the business and affairs of the Corporation which has been prepared for review by 
prospective purchasers to assist in making an investment decision in respect of the Offered 
Securities, and the Subscriber's decision, or, if applicable, the decision of any beneficial purchaser 
for whom the Subscriber is acting, to enter into this Subscription Agreement and to purchase the 
Purchased Securities from the Corporation is based entirely upon publicly available information 
concerning the Corporation which has been filed under the Corporation's profile on the System for 
Electronic Document Analysis and Retrieval+ (SEDAR+) at www.sedarplus.com and the 
representations and warranties made by the Corporation in this Subscription Agreement, and not 
upon any other verbal or written representation as to fact or otherwise made by or on behalf of the 
Corporation; 
(q) 
as a consequence of the issuance and sale of the Purchased Securities and the Underlying 
Securities being exempt from the prospectus requirements of applicable securities legislation: 
(i) 
certain protections, rights and remedies provided by the applicable securities legislation, 
including statutory rights of rescission and certain statutory remedies against an issuer, 
underwriters, auditors, directors and officers that are available to investors who acquire 

A-4 
securities offered by a prospectus, will not be available to the Subscriber or, if applicable, 
others for whom the Subscriber is contracting hereunder; 
(ii) 
the common law may not provide investors with an adequate remedy in the event that they 
suffer investment losses in connection with securities acquired in a private placement; 
(iii) 
the Subscriber or, if applicable, others for whom the Subscriber is contracting hereunder, 
may not receive information that would otherwise be required to be given to them under 
applicable securities legislation; and 
(iv) 
the Corporation is relieved from certain obligations that would otherwise apply under the 
applicable securities legislation, including statutory rights of rescission and certain statutory 
remedies against an issuer; 
(r) 
the Subscriber will not sell or otherwise dispose of any of the Purchased Securities or any of the 
Underlying Securities, except in accordance with applicable securities laws and in accordance with 
the rules and regulations of any stock exchange on which any of the Underlying Securities may 
trade from time to time, and shall comply with such other requirements as the Corporation may 
reasonably require; 
(s) 
the Subscriber acknowledges and consents to the fact that the Corporation is collecting the 
Subscriber's personal information (as that term is defined under applicable privacy legislation, 
including, without limitation, the Personal Information Protection and Electronic Documents Act 
(Canada) and any other applicable similar, replacement or supplemental provincial or federal 
legislation or laws in effect from time to time), for the purpose of completing this Subscription 
Agreement and to the use of such information for the purposes set out in Schedule "E" "Collection 
of Personal Information" in this Subscription Agreement. The Subscriber acknowledges and 
consents to the Corporation retaining such personal information for as long as permitted or required 
by law or business practices. The Subscriber further acknowledges and consents to the fact that 
the Corporation may be required by applicable securities laws to provide regulatory authorities with 
any personal information provided under this Subscription Agreement. The Subscriber represents 
and warrants, as applicable, that it has the authority to provide the consents and 
acknowledgements set out in this paragraph and the Subscriber agrees and acknowledges that the 
Corporation may use and disclose its personal information, as follows: 
(i) 
for internal use with respect to managing the relationships between and contractual 
obligations of the Corporation and the Subscriber; 
(ii) 
for use and disclosure for income tax related purposes, including without limitation, where 
required by law, disclosure to the Canada Revenue Agency; 
(iii) 
for disclosure to securities regulatory authorities and other regulatory bodies with 
jurisdiction with respect to reports of trades and similar regulatory filings; 
(iv) 
for disclosure to a governmental or other authority to which the disclosure is required by 
court order or subpoena compelling such disclosure and where there is no reasonable 
alternative to such disclosure; 
(v) 
for disclosure to professional advisers of the Corporation in connection with the 
performance of their professional services; 
(vi) 
for disclosure to any person where such disclosure is necessary for legitimate business 
reasons and is made with the Subscriber's prior written consent; 
(vii) 
for disclosure to a court determining the rights of the parties under this Subscription 
Agreement; or 

A-5 
(viii) 
for use and disclosure as otherwise required or permitted by law; 
(t) 
the Subscriber authorizes the indirect collection of personal information (as defined in the securities 
laws of the Province of Ontario) by the Canadian securities commissions ("CSA") and confirms that 
it has been notified by the Corporation: 
(i) 
that the Corporation will be delivering such personal information to the CSA; 
(ii) 
that such personal information is being collected indirectly by the CSA under the authority 
granted to them under securities legislation for the purposes of administration and 
enforcement of the securities legislation of the applicable Canadian province or territory; 
(iii) 
that such personal information is being collected for the purpose of the administration and 
enforcement of the securities laws of the applicable Canadian province or territory; and 
(iv) 
that the title, business address and business telephone number of the public official in the 
such Canadian province or territory who can answer questions about such indirect 
collection of personal information is set forth on Schedule "F". 
(u) 
If the Subscriber or any beneficial purchaser for whom the Subscriber is acting, as applicable, is 
resident in, or otherwise subject to the securities laws of, a province or territory of Canada: 
(i) 
the Subscriber is purchasing the Purchased Securities: 
1. 
as principal for its own account or is deemed to be purchasing as principal pursuant 
to NI 45-106; or 
2. 
as agent for a beneficial purchaser disclosed to the Corporation in writing, and 
such disclosed beneficial purchaser is purchasing the Purchased Securities as 
principal for its own account or is deemed to be purchasing as principal pursuant 
to NI 45-106; and 
(ii) 
one of the below applies to the Subscriber or any beneficial purchaser for whom the 
Subscriber is acting:  
1. 
the Subscriber or any beneficial purchaser for whom the Subscriber is acting is an 
"accredited investor" within the meaning of NI 45-106; or  
2. 
the aggregate acquisition cost, payable by the Subscriber in cash, for the 
Purchased Securities is not less than CDN $150,000;  
(v) 
the Subscriber acknowledges that the certificates or DRS statements representing the Purchased 
Securities and Underlying Securities will bear the following legends: 
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF 
THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [the date which 
is four months and one day after the Closing Date will be inserted]." 
and (if applicable under the rules of the TSXV): 
"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE 
AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, 
THE SECURITIES REPRESENTED BY OR UNDERLYING THIS CERTIFICATE 
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE 
TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE 
EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF 

A-6 
A CANADIAN RESIDENT UNTIL [the date which is four months and one day 
after the Closing Date will be inserted]." 
(w) 
the above representations and warranties will be true and correct both as of the execution of this 
Subscription Agreement and as of the Closing Time and the Subscriber acknowledges that such 
representations and warranties will survive the completion of the issue of the Purchased Securities; 
and 
(x) 
the Subscriber acknowledges that the foregoing representations and warranties are made by it with 
the intent that they be relied upon in determining the suitability of the Subscriber or any beneficial 
purchaser for whom the Subscriber is acting, as applicable, as a purchaser of the Purchased 
Securities and the Subscriber undertakes to immediately notify the Corporation of any change in 
any statement or other information relating to the Subscriber or any beneficial purchaser for whom 
the Subscriber is acting, as applicable, set forth herein which takes place prior to the issuance of 
the Purchased Securities. 
The Corporation represents, warrants and certifies to and with the Subscriber (and acknowledges that the 
Subscriber is relying thereon) that: 
(a) 
the Corporation is a valid and subsisting corporation incorporated and in good standing under the 
laws of the jurisdiction in which it was incorporated; 
(b) 
this Subscription Agreement has been, or will be by the closing of the transactions contemplated 
hereunder, duly authorized by all necessary corporate action on the part of the Corporation, and 
the Corporation has or will have by the closing of the transactions contemplated hereunder full 
corporate power and authority to undertake the sale of the Purchased Securities to the Subscriber; 
(c) 
the Common Shares are, and will continue to be as of the closing of the transactions contemplated 
hereunder, listed and posted for trading on the TSXV; 
(d) 
no order ceasing or suspending trading in the securities of the Corporation or prohibiting sale of its 
securities has been issued to the Corporation or its directors, officers or promoters; 
(e) 
the Corporation is a "reporting issuer" in all provinces and territories of Canada and is not included 
on the list of defaulting issuers issued by the securities regulators in those jurisdictions; and 
(f) 
upon their issuance in accordance with the terms of this subscription agreement and the Warrant 
Certificate, as applicable, the Underlying Securities will be validly issued and outstanding as fully-
paid and non-assessable Common Shares. 
 

B-1 
SCHEDULE "B" 
CANADIAN SUBSCRIBER CERTIFICATE 
CANADIAN SUBSCRIBERS 
The categories listed herein contain certain specifically defined terms. If you are unsure as to the meanings 
of those terms, or are unsure as to the applicability of any category below, please contact your broker and/or 
legal advisor before completing this certificate. 
All capitalized terms not otherwise defined herein have the meanings attributed to them in the Subscription 
Agreement and in National Instrument 45-106 – Prospectus Exemptions ("NI 45-106").  
TO: 
POET TECHNOLOGIES INC. (the "Corporation") 
In connection with the acquisition of the Purchased Securities, the undersigned hereby represents, 
warrants, covenants and certifies that: 
(i) 
the undersigned (the undersigned or, if the undersigned is acquiring the Purchased Securities as 
agent on behalf of a disclosed beneficial purchaser, such beneficial purchaser, being referred to 
herein as the "Subscriber") is resident in a Province or territory of Canada or is subject to the 
securities laws of a Province or territory of Canada; 
(ii) 
the Subscriber is acquiring the Purchased Securities as principal or is deemed under NI 45-106 to 
be acquiring the Securities as principal; 
(iii) 
the Subscriber is not a trust company or trust corporation registered under the laws of Prince 
Edward Island that is not registered or authorized under the Trust and Loan Companies Act 
(Canada) or under comparable legislation in another jurisdiction of Canada; and 
(iv) 
one of the following clauses (A) or (B) applies (check applicable category):  
A. 
Accredited Investor – the Subscriber or the beneficial purchaser, as applicable, be, as of 
the Closing Date, an "accredited investor", as such term is defined in NI 45-106, by virtue 
of the fact that the Subscriber or the beneficial purchaser, as applicable, falls within one or 
more of the following categories checked below. A Subscriber checking boxes (j), (k) or 
(l) must also complete and sign Appendix "A" to this Schedule "B"" (Form 45-106F9 – Form 
for Individual Accredited Investors). 
(a) 
(i) except in Ontario, a Canadian financial institution, or a Schedule III bank; or (ii) in 
Ontario, a financial institution that is (A) a bank listed in Schedule I, II or III of the Bank 
Act (Canada); (B) an association to which the Cooperative Credit Associations Act 
(Canada) applies or a central cooperative credit society for which an order has been 
made under subsection 473(1) of that Act; or (C) a loan corporation, trust company, 
trust corporation, insurance company, treasury branch, credit union, caisse populaire, 
financial services cooperative or credit union league or federation that is authorized by 
a statute of Canada or Ontario to carry on business in Canada or Ontario, as the case 
may be; 
 
(b) 
the Business Development Bank of Canada incorporated under the Business 
Development Bank of Canada Act (Canada); 
 
(c) 
a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of 
the voting securities of the subsidiary, except the voting securities required by law to 
be owned by directors of that subsidiary; 
 

B-2 
(d) 
a person or company registered under the securities legislation of a jurisdiction 
(province or territory) of Canada as an adviser or dealer (or in Ontario, except as 
otherwise prescribed by the regulations under the Securities Act (Ontario)); 
 
(e) 
an individual registered under the securities legislation of a jurisdiction of Canada as a 
representative of a person referred to in paragraph (d); 
 
(e.1) 
an individual formerly registered under the securities legislation of a jurisdiction of 
Canada, other than an individual formerly registered solely as a representative of a 
limited market dealer under one or both of the Securities Act (Ontario) or the Securities 
Act (Newfoundland and Labrador); 
 
(f) 
the Government of Canada or a jurisdiction of Canada, or any crown corporation, 
agency or wholly owned entity of the Government of Canada or a jurisdiction of 
Canada; 
 
(g) 
a municipality, public board or commission in Canada and a metropolitan community, 
school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an 
intermunicipal management board in Québec; 
 
(h) 
any national, federal, state, provincial, territorial or municipal government of or in any 
foreign jurisdiction, or any agency of that government; 
 
(i) 
a pension fund that is regulated by either the Office of the Superintendent of Financial 
Institutions (Canada), a pension commission or similar regulatory authority of a 
jurisdiction of Canada; 
 
(j) 
an individual who, either alone or with a spouse, beneficially owns financial assets 
having an aggregate realizable value that before taxes, but net of any related liabilities, 
exceeds CDN $1,000,000; 
 
(j.1) 
an individual who beneficially owns financial assets having an aggregate realizable 
value that, before taxes but net of any related liabilities, exceeds CDN $5 million; 
 
(k) 
an individual whose net income before taxes exceeded CDN $200,000 in each of the 
two most recent calendar years or whose net income before taxes combined with that 
of a spouse exceeded CDN $300,000 in each of the two most recent calendar years 
and who, in either case, reasonably expects to exceed that net income level in the 
current calendar year; 
 
(l) 
an individual who, either alone or with a spouse, has net assets of at least CDN $5 
million; 
 
(m) 
a person, other than an individual or an investment fund, that has net assets of at least 
CDN $5 million as shown on its most recently prepared financial statements; 
 
(n) 
an investment fund that distributes or has distributed its securities only to: 
(i) 
a person that is or was an accredited investor at the time of the distribution; 
(ii) 
a person that acquires or acquired securities in the circumstances referred to 
in sections 2.10 (Minimum amount investment), or 2.19 (Additional investment 
in investment funds) of NI 45-106; or 
(iii) 
a person described in paragraph (i) or (ii) that acquires or acquired securities 
under section 2.18 (Investment fund reinvestment) of NI 45-106; 
 
(o) 
an investment fund that distributes or has distributed securities under a prospectus in 
a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory 
authority, has issued a receipt; 
 

B-3 
(p) 
a trust company or trust corporation registered or authorized to carry on business under 
the Trust and Loan Companies Act (Canada) or under comparable legislation in a 
jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed 
account managed by the trust company or trust corporation, as the case may be; 
 
(q) 
a person acting on behalf of a fully managed account managed by that person, if that 
person is registered or authorized to carry on business as an adviser or the equivalent 
under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction; 
 
(r) 
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, 
has obtained advice from an eligibility adviser or an adviser registered under the 
securities legislation of the jurisdiction of the registered charity to give advice on the 
securities being traded; 
 
(s) 
an entity organized in a foreign jurisdiction that is analogous to any of the entities 
referred to in paragraphs (a) to (d) or paragraph (i) in form and function; 
 
(t) 
a person in respect of which all of the owners of interests, direct, indirect or beneficial, 
except the voting securities required by law to be owned by directors, are persons that 
are accredited investors; 
 
(u) 
an investment fund that is advised by a person registered as an adviser or a person 
that is exempt from registration as an adviser;  
 
(v) 
a person that is recognized or designated by the securities regulatory authority or, 
except in Ontario and Québec, the regulator as an accredited investor; or 
 
(w) 
a trust established by an accredited investor for the benefit of the accredited investor's 
family members of which a majority of the trustees are accredited investors and all of 
the beneficiaries are the accredited investor's spouse, a former spouse of the 
accredited investor or a parent, grandparent, brother, sister, child or grandchild of that 
accredited investor, of that accredited investor's spouse or of that accredited investor's 
former spouse. 
 
(x) 
in Ontario, such other persons or companies as may be prescribed by the regulations 
under the Securities Act (Ontario). 
***If checking this category (x), please provide a description of how this requirement is 
met. 
 
B. 
Minimum Amount Exemption – the Subscriber is not an individual, (B) the Subscriber is 
purchasing the Purchased Securities as principal, (C) the Aggregate Purchase Price of the 
Purchased Securities purchased by the Subscriber is not less than CDN $150,000 paid in 
cash at the time of the distribution, and (D) the Subscriber has not been created or used 
solely to purchase or hold securities in reliance on this exemption. 
 

B-1 
The above representations and warranties will be true and correct both as of the execution of this certificate 
and as of the closing time of the issuance of the Purchased Securities and the undersigned acknowledges 
that they will survive the completion of the issue of the Purchased Securities. 
The undersigned acknowledges that the foregoing representations and warranties are made by the 
undersigned with the intent that they be relied upon in determining the suitability of the Subscriber as an 
acquirer of the Purchased Securities and that this certificate is incorporated into and forms part of the 
subscription agreement and the undersigned undertakes to immediately notify the Corporation of any 
change in any statement or other information relating to the Subscriber set forth herein which takes place 
prior to the closing time of the issuance of the Purchased Securities. 
Dated: __________________, 202_. 
(print name of Subscriber or person signing as agent) 
By:  
 
 
 
(signature) 
 
 
 
(title) 
 
 
 
(please print name of individual whose signature 
appears above, if different from name of 
Subscriber or agent printed above) 
 
 
 

B-2 
For the purposes hereof: 
(aa) 
"Canadian financial institution" means 
(i) 
an association governed by the Cooperative Credit Associations Act (Canada) or a central 
cooperative credit society for which an order has been made under section 473(1) of the 
Cooperative Credit Associations Act (Canada), or 
(ii) 
a bank, loan corporation, trust company, trust corporation, insurance company, treasury 
branch, credit union, caisse populaire, financial services cooperative, or league that, in 
each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry 
on business in Canada or a jurisdiction of Canada; 
(bb) 
"control person" has the meaning ascribed to that term in securities legislation except in Manitoba, 
Ontario, Quebec, Nova Scotia, Newfoundland and Labrador, Prince Edward Island, the Northwest 
Territories and Nunavut where "control person" means any person that holds or is one of a 
combination of persons that hold 
(i) 
a sufficient number of any of the securities of an issuer so as to affect materially the control 
of the issuer, or 
(ii) 
more than 20% of the outstanding voting securities of an issuer except where there is 
evidence showing that the holding of those securities does not affect materially the control 
of that issuer; 
(cc) 
"eligibility adviser" means 
(i) 
a person that is registered as an investment dealer or in an equivalent category of 
registration under the securities legislation of the jurisdiction of a purchaser and authorized 
to give advice with respect to the type of security being distributed, and 
(ii) 
in Saskatchewan or Manitoba, also means a lawyer who is a practising member in good 
standing with a law society of a jurisdiction of Canada or a public accountant who is a 
member in good standing of an institute or association of chartered accountants, certified 
general accountants or certified management accountants in a jurisdiction of Canada 
provided that the lawyer or public accountant must not: 
(A) 
have a professional, business or personal relationship with the issuer, or any of its 
directors, executive officers, founders or control persons, and 
(B) 
have acted for or been retained personally or otherwise as an employee, executive 
officer, director, associate or partner of a person that has acted for or been retained 
by the issuer or any of its directors, executive officers, founders or control persons 
within the previous 12 months; 
(dd) 
"executive officer" means, for an issuer, an individual who is 
(i) 
a chair, vice-chair or president, 
(ii) 
a vice-president in charge of a principal business unit, division or function including sales, 
finance or production, 
(iii) 
an officer of the issuer or any of its subsidiaries and who performs a policy-making function 
in respect of the issuer, or 
(iv) 
performing a policy-making function in respect of the issuer; 

B-3 
(ee) 
"financial assets" means (i) cash, (ii) securities or (iii) a contract of insurance, a deposit or an 
evidence of a deposit that is not a security for the purposes of securities legislation; 
(ff) 
"founder" means, in respect of an issuer, a person who, 
(i) 
acting alone, in conjunction or in concert with one or more persons, directly or indirectly, 
takes the initiative in founding, organizing or substantially reorganizing the business of the 
issuer, and 
(ii) 
at the time of the trade is actively involved in the business of the issuer; 
(gg) 
"fully managed account" means an account of a client for which a person makes the investment 
decisions if that person has full discretion to trade in securities for the account without requiring the 
client's express consent to a transaction; 
(hh) 
"investment fund" has the meaning ascribed thereto in National Instrument 81-106 – Investment 
Fund Continuous Disclosure; 
(ii) 
"person" includes 
(i) 
an individual, 
(ii) 
a corporation, 
(iii) 
a partnership, trust, fund and an association, syndicate, organization or other organized 
group of persons, whether incorporated or not, and 
(iv) 
an individual or other person in that person's capacity as a trustee, executor, administrator 
or personal or other legal representative; 
(jj) 
"related liabilities" means 
(i) 
liabilities incurred or assumed for the purpose of financing the acquisition or ownership of 
financial assets, or 
(ii) 
liabilities that are secured by financial assets. 
(kk) 
"spouse" means, an individual who, 
(i) 
is married to another individual and is not living separate and apart within the meaning of 
the Divorce Act (Canada), from the other individual, 
(ii) 
is living with another individual in a marriage-like relationship, including a marriage-like 
relationship between individuals of the same gender, or 
(iii) 
in Alberta, is an individual referred to in paragraph (i) or (ii) immediately above or is an 
adult interdependent partner within the meaning of the Adult Interdependent Relationships 
Act (Alberta); and 
(ll) 
"subsidiary" means an issuer that is controlled directly or indirectly by another issuer and includes 
a subsidiary of that subsidiary. 
Affiliated Entities and Control 
1. 
An issuer is considered to be an affiliate of another issuer if one of them is the subsidiary of the 
other, or if each of them is controlled by the same person. 

B-4 
2. 
A person (first person) is considered to control another person (second person) if: 
a. 
the first person, directly or indirectly, beneficially owns or exercises control or direction over 
securities of the second person carrying votes which, if exercised, would entitle the first 
person to elect a majority of the directors of the second person, unless that first person 
holds the voting securities only to secure an obligation, 
b. 
the second person is a partnership, other than a limited partnership, and the first person 
holds more than 50% of the interests in the partnership, or 
c. 
the second person is a limited partnership and the general partner of the limited partnership 
is the first person. 
All monetary references are in Canadian Dollars 
 

B-5 
APPENDIX "A" TO SCHEDULE "B" 
Form 45-106F9 
Form for Individual Accredited Investors 
WARNING! 
This investment is risky. Don't invest unless you can afford to lose all the money you pay for this 
investment. 
 
SECTION 1 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
1.  
About your investment 
Type of securities: Units 
Issuer: POET Technologies Inc.  
Purchased from: Issuer 
SECTIONS 2 TO 4 TO BE COMPLETED BY THE PURCHASER 
2.  
Risk acknowledgement 
This investment is risky. Initial that you understand that: 
Your initials 
Risk of loss – You could lose your entire investment of $_________________________. [Instruction: 
Insert the total dollar amount of the investment.] 
 
Liquidity risk – You may not be able to sell your investment quickly – or at all. 
 
Lack of information – You may receive little or no information about your investment. 
 
Lack of advice – You will not receive advice from the salesperson about whether this investment is 
suitable for you unless the salesperson is registered. The salesperson is the person who meets with, 
or provides information to, you about making this investment. To check whether the salesperson is 
registered, go to www.aretheyregistered.ca. 
 
3.  
Accredited investor status 
You must meet at least one of the following criteria to be able to make this investment. Initial the 
statement that applies to you. (You may initial more than one statement.) The person identified in 
section 6 is responsible for ensuring that you meet the definition of accredited investor. That person, 
or the salesperson identified in section 5, can help you if you have questions about whether you meet 
these criteria. 
Your initials 
•  Your net income before taxes was more than $200,000 in each of the 2 most recent calendar 
years, and you expect it to be more than $200,000 in the current calendar year. (You can find your 
net income before taxes on your personal income tax return.) 
 
•  Your net income before taxes combined with your spouse's was more than $300,000 in each of 
the 2 most recent calendar years, and you expect your combined net income before taxes to be 
more than $300,000 in the current calendar year. 
 
•  Either alone or with your spouse, you own more than $1 million in cash and securities, after 
subtracting any debt related to the cash and securities. 
 

B-6 
•  Either alone or with your spouse, you have net assets worth more than $5 million. (Your net assets 
are your total assets (including real estate) minus your total debt.) 
 
4.  
Your name and signature 
By signing this form, you confirm that you have read this form and you understand the risks of making this investment 
as identified in this form. 
First and last name (please print): 
Signature: 
Date: 
SECTION 5 TO BE COMPLETED BY THE SALESPERSON 
5.  
Salesperson information 
[Instruction: The salesperson is the person who meets with, or provides information to, the purchaser with respect to 
making this investment. That could include a representative of the issuer or selling security holder, a registrant or a 
person who is exempt from the registration requirement.] 
First and last name of salesperson (please print): 
Telephone: 
Email: 
Name of firm (if registered): 
SECTION 6 TO BE COMPLETED BY THE ISSUER OR SELLING SECURITY HOLDER 
6.  
For more information about this investment 
POET Technologies Inc. 
120 Eglinton Avenue East, Suite 1107 
Toronto, Ontario M4P 1E2 
 
Attention:  
Kevin Barnes 
 
 
Vice President, Finance & Administration & Corporate Controller 
Email:   
kb@poet-technologies.com  
 
For more information about prospectus exemptions, contact your local securities regulator. You can find 
contact information at www.securities-administrators.ca. 
 

 
C-1 
SCHEDULE "C" 
FOREIGN PURCHASER'S CERTIFICATE 
OFFSHORE SUBSCRIBERS 
TO: 
POET TECHNOLOGIES INC. (the "Corporation") 
Capitalized terms not specifically defined in this Schedule "C" have the meanings ascribed to them in the 
Subscription Agreement to which this Schedule "C" is attached. 
The undersigned Subscriber, a resident of a jurisdiction other than Canada or the United States, hereby 
represents and warrants to the Corporation, and acknowledges as an integral part of the attached 
Subscription Agreement (the "Agreement"), as follows: 
1. 
The Subscriber is, and each beneficial purchaser for whom the Subscriber is purchasing for under 
the Agreement or for whom the Subscriber may be acting as trustee or agent is, a resident of a 
country (an "International Jurisdiction") other than Canada or the United States and the decision 
to subscribe for the Purchased Securities was taken in such International Jurisdiction. 
2. 
The delivery of the Agreement, the acceptance of it by the Corporation and the issuance of the 
Purchased Securities to the Subscriber, or each beneficial purchaser for whom the Subscriber is 
purchasing for under the Agreement, complies with all laws applicable to the Subscriber and such 
beneficial purchaser, including the laws of such purchaser's jurisdiction of residence, and all other 
applicable laws, and will not require the Corporation to register the Offered Securities, nor will it 
cause the Corporation to become subject to, or require it to comply with, any disclosure, 
prospectus, filing or reporting requirements under any applicable laws of the International 
Jurisdiction or seek any approvals of any kind whatsoever from any regulatory authority of any kind 
whatsoever in the International Jurisdiction. 
3. 
If the undersigned Subscriber, or any other purchaser for whom it is acting hereunder, is resident 
in or otherwise subject to applicable securities laws of the United Kingdom: 
(a) 
the Subscriber is either: (i) purchasing the Purchased Securities as principal for its own 
account, (ii) acting as agent for a beneficial purchaser who is disclosed on the first 
Subscription and Subscriber Information page of the Agreement and who is purchasing the 
Purchased Securities as principal for its own account; or (iii) purchasing the Purchased 
Securities on behalf of discretionary client(s) in circumstances where section 86(2) of the 
Financial Services and Markets Act 2000 ("FSMA") applies; 
(b) 
the Subscriber (and if the undersigned Subscriber is purchasing as agent for a beneficial 
purchaser disclosed on the first Subscription and Subscriber Information page of the 
Agreement, that beneficial purchaser): (i) is a person in the United Kingdom who is a 
"qualified investor" for the purposes of section 86(7) of the FSMA, (ii) is such a person as 
is referred to in Article 19 (investment professionals) or Article 49 (high net worth 
companies, unincorporated associations, etc.) of the Financial Services and Markets Act 
2000 (Financial Promotion) Order 2005 (the "FPO"); and (iii) has complied with and 
undertakes to comply with all applicable provisions of the FSMA and other applicable 
securities laws with respect to anything done by it in relation to the Purchased Securities 
in, from or otherwise involving the United Kingdom; 
(c) 
the Subscriber acknowledges that the offer detailed in the Agreement is only directed in 
the United Kingdom at the following persons (such that such offer is not available in the 
United Kingdom to any other persons and such that no other persons should rely on the 
contents of this Agreement): (i) (in the case of investment professionals as referred to in 
Article 19 of the FPO) persons having professional experience in matters relating to 

 
C-2 
investments; and (ii) (in the case of high net worth companies, etc. as referred to in Article 
49 of the FPO) high net worth companies, unincorporated associations or partnerships or 
trustees of high value trusts which: (A) in the case of a company, has, or is a member of 
the same group as an undertaking that has, a called up share capital or net assets of not 
less than £500,000 (for companies with more than 20 members or subsidiary undertakings 
of an undertaking with more than 20 members) or net assets of not less than £5,000,000 
in any other case; or (B) in the case of an unincorporated association or partnership, has 
net assets of not less than £5,000,000; or (C) in the case of a trustee of a high value trust, 
has cash and investments forming part of the trust's assets (before the deduction of 
liabilities) with an aggregate value of not less than £10,000,000 (or which has had an 
aggregate value of not less than £10,000,000 during the year immediately preceding the 
date of receipt of the Agreement); and 
(d) 
it confirms that, to the extent applicable to it, it is aware of, has complied and will comply 
with its obligations in connection with the Criminal Justice Act 1993, the Proceeds of Crime 
Act 2002 and Part VIII of the FSMA, it has identified its clients in accordance with the 
Money Laundering Regulations 2003 (the "Regulations") and has complied fully with its 
obligations pursuant to the Regulations and will, as a condition precedent of any 
acceptance of this subscription, provide all such information and documents as may be 
required in relation to it (or any person on whose behalf it is acting as agent) that may be 
required by the Corporation or any agent or person acting for it in order to discharge any 
obligations under the Regulations. 
4. 
The Subscriber and each beneficial purchaser for whom the Subscriber is purchasing for under the 
Agreement, is knowledgeable of, or has been independently advised as to, the application or 
jurisdiction of the securities laws of the International Jurisdiction which would apply to the 
transactions contemplated by the Agreement (other than the securities laws of Canada and the 
United States). 
5. 
The Subscriber and each beneficial purchaser for whom the Subscriber is purchasing for under the 
Agreement, is purchasing the Purchased Securities pursuant to exemptions from the prospectus 
and registration requirements (or their equivalent) under the applicable securities laws of that 
International Jurisdiction or, if such is not applicable, each is permitted to purchase the Purchased 
Securities under the applicable securities laws of the International Jurisdiction without the need to 
rely on an exemption. 
6. 
The Subscriber and each beneficial purchaser for whom the Subscriber is purchasing for under the 
Agreement will not sell, transfer or dispose of the Purchased Securities or any of the Underlying 
Securities except in accordance with all applicable laws, including applicable securities laws of 
Canada and the United States, and the Subscriber, and each beneficial purchaser for whom the 
Subscriber is purchasing for under the Agreement, acknowledges that the Corporation shall have 
no obligation to register any such purported sale, transfer or disposition which violates applicable 
Canadian or United States or other securities laws. 
7. 
The foregoing representations and warranties contained in this Schedule "C" are true and accurate 
as of the date of this Schedule "C" and will be true and accurate as of the Closing Date. If any such 
representations or warranties shall not be true and accurate prior to the Closing Date, the 
undersigned shall give immediate written notice of such fact to the Corporation prior to the Closing 
Date. 
References in this Schedule "C" to "£" are to United Kingdom pounds. 
[Signature page follows]

 
C-3 
DATED ____________________, 202_. 
 
 
 
 
 
 
 
 
Signature of Subscriber 
 
 
 
 
 
 
 
 
Name of Subscriber 
 
 
 
 
 
 
 
 
If Subscriber is other than an individual, print name and 
title of Authorized Signing Officer 
 
 
 
 
 
 
 
 
Address of Subscriber 
 
 
 
 
 
 
 
 
 
 

 
D-1 
SCHEDULE "D" 
FORM 4C – CORPORATE PLACEE REGISTRATION FORM 
Where subscribers to a Private Placement are not individuals, the following information about the Placee 
must be provided if such subscribers: 
(a) 
will hold more than 5% of the Issuer's issued and outstanding Listed Shares upon 
completion of the Private Placement; or 
(b) 
are subscribing for more than 25% of the Private Placement. 
This Form will remain on file with the Exchange. The corporation, trust, portfolio manager or other entity 
(the "Placee") need only file it on one time basis, and it will be referenced for all subsequent Private 
Placements in which it participates. If any of the information provided in this Form changes, the Placee 
must notify the Exchange prior to participating in further placements with Exchange listed Issuers. If as a 
result of the Private Placement, the Placee becomes an Insider of the Issuer, Insiders of the Placee are 
reminded that they must file a Personal Information Form (2A) or, if applicable, Declarations, with the 
Exchange. 
Placee Information: 
(a) 
Name:  
 
(b) 
Complete Address:  
 
 
 
(c) 
Jurisdiction of Incorporation or Creation:  
 
(d) 
Is the Placee purchasing securities as a portfolio manager: (Yes/No)?  
 
(e) 
Is the Placee carrying on business as a portfolio manager outside of Canada: 
(Yes/No)? __________ 
If the answer to (e) above was "Yes", the undersigned certifies that: 
(f) 
It is purchasing securities of an Issuer on behalf of managed accounts for which it is making 
the investment decision to purchase the securities and has full discretion to purchase or 
sell securities for such accounts without requiring the client's express consent to a 
transaction; 
(g) 
it carries on the business of managing the investment portfolios of clients through 
discretionary authority granted by those clients (a "portfolio manager" business) in 
____________________ [jurisdiction], and it is permitted by law to carry on a portfolio 
manager business in that jurisdiction; 
(h) 
it was not created solely or primarily for the purpose of purchasing securities of the Issuer; 
(i) 
the total asset value of the investment portfolios it manages on behalf of clients is not less 
than CDN $20,000,000; and 
(j) 
it has no reasonable grounds to believe, that any of the directors, senior officers and other 
insiders of the Issuer, and the persons that carry on investor relations activities for the 
Issuer has a beneficial interest in any of the managed accounts for which it is purchasing. 

 
D-2 
If the answer to (d). above was "No", please provide the names and addresses of Control Persons of the 
Placee: 
Name * 
City 
Province or State 
Country 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* 
If the Control Person is not an individual, provide the name of the individual that makes the investment 
decisions on behalf of the Control Person. 
The undersigned acknowledges that it is bound by the provisions of applicable Securities Law, including 
provisions concerning the filing of insider reports and reports of acquisitions. 
Dated at 
 
on 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Authorized Signature) 
 
 
 
 
 
 
 
 
 
 
 
(Official Capacity - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Please print name of individual whose 
signature appears above) 
 
 
 

 
D-3 
Acknowledgement - Personal Information 
"Personal Information" means any information about an identifiable individual, and includes information 
contained in sections 1, 2 and 4, as applicable, of this Form. 
The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each 
individual to: 
(a) 
the disclosure of Personal Information by the undersigned to the Exchange (as defined in 
Appendix 6B) pursuant to this Form; and 
the collection, use and disclosure of Personal Information by the Exchange for the purposes described in 
Appendix 6B or as otherwise identified by the Exchange, from time to time. 
Dated at 
 
on 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Name of Purchaser - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Authorized Signature) 
 
 
 
 
 
 
 
 
 
 
 
(Official Capacity - please print) 
 
 
 
 
 
 
 
 
 
 
 
(Please print name of individual whose 
signature appears above) 
THIS IS NOT A PUBLIC DOCUMENT 
 

 
E-1 
SCHEDULE "E" 
COLLECTION OF PERSONAL INFORMATION 
This Subscription Agreement and the schedules hereto require the Subscriber to provide certain personal 
information (respecting the Subscriber and, if applicable, the beneficial purchaser for whom the Subscriber 
is contracting) to the Corporation. Personal information includes "personal information" as that term is 
defined under applicable privacy legislation, including without limitation, the Personal Information Protection 
and Electronic Documents Act (Canada) and any other applicable similar replacement or supplemental 
provincial or federal legislation or laws and, if applicable, the rules and policies of the TSXV in effect from 
time to time. Such information is being collected for the purposes of completing the Offering, which includes, 
without limitation, determining the eligibility of the Subscriber or, if applicable, the beneficial purchaser for 
whom the Subscriber is contracting, to purchase the Units under applicable Securities Laws, preparing and 
registering certificates representing the Units to be issued hereunder and completing filings required under 
applicable Securities Laws or by any stock exchange, the Investment Industry Regulatory Organization of 
Canada and/or securities regulatory authorities. 
In addition, such personal information may be used or disclosed by the Corporation for the purpose of 
administering the Corporation's relationship with the Subscriber or, if applicable, the beneficial purchaser 
for whom the Subscriber is contracting. For example, such personal information may be used by the 
Corporation to communicate with the Subscriber or, if applicable, the beneficial purchaser for whom the 
Subscriber is contracting (such as by providing annual or quarterly reports), to prepare tax filings and forms 
or to comply with its obligations under taxation, securities and other laws (such as maintaining a list of 
holders of shares). 
In connection with the foregoing, the personal information of the Subscriber or, if applicable, the beneficial 
purchaser for whom the Subscriber is contracting, may be disclosed by the Corporation to: (i) any stock 
exchanges or securities regulatory or taxation authorities; (ii) the Corporation's registrar and transfer agent; 
and (iii) any of the other parties involved in the Offering, including legal counsel, and may be included in 
record books prepared in respect of the Offering. 
By executing this Subscription Agreement, the Subscriber (on its own behalf and, if applicable, on behalf 
of the beneficial purchaser for whom the Subscriber is contracting) hereby consents to the collection, use 
and disclosure of such personal information. The Subscriber (on its own behalf and, if applicable, on behalf 
of the beneficial purchaser for whom the Subscriber is contracting) also consents to the filing of copies or 
originals of any of the documents provided to the Corporation by or on behalf of the Subscriber with any 
stock exchange, securities regulatory authority in relation to the transactions contemplated by this 
Subscription Agreement. 
The Subscriber acknowledges that the Subscriber's personal information and the personal information of 
any beneficial purchaser may be delivered to the Canadian securities commissions under the authority 
granted to them under securities legislation for the purposes of administration and enforcement of the 
securities legislation of the applicable Canadian province or territory. The public official of such Canadian 
province or territory who can answer questions about such indirect collection of personal information is set 
forth on Schedule "F". 
The Subscriber also acknowledges and consents to the collection, use and disclosure of the Subscriber's 
personal information by the TSXV and its affiliates, authorized agents, subsidiaries and divisions, including 
the TSXV for the following purposes: (i) to conduct background checks, (ii) to verify personal information 
that has been provided about each individual, (iii) to provide disclosure to market participants as to the 
security holdings of directors, officers, other insiders and promoters of the Corporation or its associates or 
affiliates, (iv) to conduct enforcement proceedings, and (v) to perform other investigations as required by 
and to ensure compliance with all applicable rules, policies, rulings and regulations of the TSXV, Securities 
Laws and other legal and regulatory requirements governing the conduct and protection of the public 
markets in Canada. As part of this process, the Subscriber further acknowledges that the TSXV also collects 
additional personal information from other sources, including but not limited to, securities regulatory 
authorities in Canada or elsewhere, investigative, law enforcement or self-regulatory organizations, 
regulations services providers and each of their subsidiaries, affiliates, regulators and authorized agents, 

 
E-2 
to ensure that the purposes set out above can be accomplished. The personal information collected by the 
TSXV may also be disclosed: (i) to the aforementioned agencies and organizations or as otherwise 
permitted or required by law and may be used for the purposes described above for their own investigations, 
and (ii) on the TSXV's website or through printed materials published by or pursuant to the directions of the 
TSXV. The TSXV may from time to time use third parties to process information and/or provide other 
administrative services and may share information with such third party services providers. 
 

 
F-1 
SCHEDULE "F" 
CONTACT INFORMATION FOR CANADIAN SECURITIES COMMISSION 
Alberta Securities Commission  
Suite 600, 250 – 5th Street SW 
Calgary, Alberta  T2P 0R4  
Telephone: 
(403) 297-6454  
Toll free in Canada: 
1-877-355-0585 
Facsimile: 
(403) 297-2082 
 
British Columbia Securities Commission 
P.O. Box 10142, Pacific Centre 
701 West Georgia Street 
Vancouver, British Columbia  V7Y 1L2 
Inquiries: 
(604) 899-6854 
Toll free in Canada: 
1-800-373-6393 
Facsimile: 
(604) 899-6581 
Email: inquiries@bcsc.bc.ca 
 
The Manitoba Securities Commission 
500 – 400 St. Mary Avenue 
Winnipeg, Manitoba  R3C 4K5 
Telephone: 
(204) 945-2548 
Toll free in Manitoba: 
1-800-655-5244 
Facsimile: 
(204) 945-0330 
 
Financial and Consumer Services Commission  
(New Brunswick) 
85 Charlotte Street, Suite 300 
Saint John, New Brunswick  E2L 2J2 
Telephone: 
(506) 658-3060 
Toll free in Canada: 
1-866-933-2222 
Facsimile: 
(506) 658-3059 
Email: info@fcnb.ca 
 
Government of Newfoundland and Labrador 
Financial Services Regulation Division 
P.O. Box 8700 
Confederation Building 
2nd Floor, West Block 
Prince Philip Drive 
St. John's, Newfoundland and Labrador  A1B 4J6 
Attention: Director of Securities 
Telephone: 
(709) 729-4189 
Facsimile: 
(709) 729-6187 
 
Government of the Northwest Territories 
Office of the Superintendent of Securities 
P.O. Box 1320 
Yellowknife, Northwest Territories  X1A 2L9 
Attention: Deputy Superintendent, Legal & Enforcement 
Telephone: 
(867) 920-8984 
Facsimile: 
(867) 873-0243 
 
Nova Scotia Securities Commission 
Suite 400, 5251 Duke Street, Duke Tower 
P.O. Box 458 
Halifax, Nova Scotia  B3J 2P8 
Telephone: 
(902) 424-7768 
Facsimile: 
(902) 424-4625 
Government of Nunavut 
Department of Justice 
Legal Registries Division 
P.O. Box 1000, Station 570 
1st Floor, Brown Building 
Iqaluit, Nunavut  X0A 0H0 
Telephone: 
(867) 975-6590 
Facsimile: 
(867) 975-6594 
 
Ontario Securities Commission 
20 Queen Street West, 22nd Floor 
Toronto, Ontario  M5H 3S8 
Telephone: 
(416) 593- 8314 
Toll free in Canada: 
1-877-785-1555 
Facsimile: 
(416) 593-8122 
Email: exemptmarketfilings@osc.gov.on.ca 
Public official contact regarding indirect collection of 
information: Inquiries Officer 
 
Prince Edward Island Securities Office 
95 Rochford Street, 4th Floor Shaw Building 
P.O. Box 2000 
Charlottetown, Prince Edward Island  C1A 7N8 
Telephone: 
(902) 368-4569 
Facsimile: 
(902) 368-5283 
 
Autorité des marchés financiers 
800, Square Victoria, 22e étage 
C.P. 246, Tour de la Bourse 
Montréal, Québec  H4Z 1G3 
Telephone: 
(514) 395-0337 
or 1-877-525-0337 
Facsimile: 
(514) 873-6155 
(For filing purposes only) 
Facsimile: 
(514) 864-6381 
(For privacy requests only) 
Email: financementdessocietes@lautorite.qc.ca 
(For corporate finance issuers); 
fonds_dinvestissement@lautorite.qc.ca 
(For investment fund issuers) 
 
Financial and Consumer Affairs Authority of 
Saskatchewan 
Suite 601 - 1919 Saskatchewan Drive 
Regina, Saskatchewan  S4P 4H2 
Telephone: 
(306) 787-5879 
Facsimile: 
(306) 787-5899 
 
Government of Yukon 
Department of Community Services 
Law Centre, 3rd Floor 
2130 Second Avenue 
Whitehorse, Yukon  Y1A 5H6 
Telephone: 
(867) 667-5314 
Facsimile: 
(867) 393-6251 
 
 

 
 
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE 
SECURITY BEFORE MAY 25, 2024. 
THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M., TORONTO TIME, ON JANUARY 24, 
2029. 
POET TECHNOLOGIES INC. 
(existing under the laws of the Province of Ontario) 
SHARE PURCHASE WARRANTS 
No.  W – 2024 – [CERT NO.] 
Right to Purchase 
 
[NUMBER OF WARRANTS] Common Shares 
 
 
 
 
WARRANTS FOR PURCHASE OF [NUMBER OF WARRANTS] COMMON SHARES 
THIS IS TO CERTIFY THAT, for value received, [HOLDER] (hereinafter called the "Holder"), being 
the registered Holder of the common share purchase warrants ("Warrants") represented by this certificate ("Warrant 
Certificate") is entitled to subscribe for and purchase [NUMBER OF WARRANTS] fully paid and non-assessable 
common shares ("Common Shares") in the capital of POET Technologies Inc. (hereinafter called the "Company") 
at any time prior to 5:00 p.m. (Toronto time) on January 24, 2029 (the "Expiry Date") at a price (the "Exercise Price") 
of C$1.52 (or equivalent of US$1.12) per Common Share until the Expiry Date; subject to the terms and conditions 
hereinafter set forth. 
The rights to acquire Common Shares of the Company granted by this Warrant Certificate may be exercised 
by the Holder prior to the Expiry Date, subject to the terms and conditions herein, in whole or in part (but not as to a 
fractional Common Share), by surrender by personal delivery hereof or, if sent by mail or other means of transmission 
upon actual receipt thereof by the Company of this Warrant Certificate together with a duly completed and executed 
exercise form in the form attached as Schedule "A" (the "Exercise Form") at the offices of POET Technologies Inc., 
120 Eglinton Avenue East, Suite 1170, Toronto, Ontario M4P 1E2, accompanied by a certified cheque, money order 
or bank draft payable to or to the order of the Company in payment of the purchase price of the number of Common 
Shares for which Warrants are then exercised. 
In the event of any exercise of the rights represented by this Warrant Certificate, certificates for the Common 
Shares so purchased shall be issued to the Holder within a reasonable time, not exceeding three business days after 
the rights represented by this Warrant Certificate shall have been so exercised, and, unless the Warrants have expired, 
a new Warrant Certificate granting the right to acquire the number of Common Shares, if any, with respect to which 
the Warrants shall not then have been exercised shall also be issued to the Holder within such time. 
The Company covenants and agrees that all Common Shares which may be issued upon the exercise of the 
rights represented by this Warrant Certificate will, upon issuance, be fully paid and non-assessable and free of all 
liens, charges and encumbrances.  The Company further covenants and agrees that during the period within which the 
rights represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and 
reserved a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant 
Certificate. 
All share certificates representing the Common Shares issued prior to May 25, 2024 shall bear those legends 
that may be required under applicable securities laws or under applicable polices of the TSXV (or such other stock 
exchange or quotation system on which the Common Shares are listed), including the following legend: 

- 2 - 
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS 
SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 25, 2024." 
and, if required by the policies of the TSXV, the following legend:  
"WITHOUT THE PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND 
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES 
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, 
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX 
VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF 
A CANADIAN RESIDENT UNTIL MAY 25, 2024." 
If the Common Shares are issued for the account or benefit of a U.S. Person (as defined herein), such 
certificates shall bear the following legends in addition to those above: 
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 
(THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE 
SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE 
TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC. (THE "COMPANY"), (B) 
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S 
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL 
LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION 
UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE 
U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. 
STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM 
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE 
SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT 
UNDER THE U.S. SECURITIES ACT PROVIDED THAT IN THE CASE OF TRANSFERS 
PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY 
TO THE COMPANY MUST FIRST BE PROVIDED TO THE EFFECT THAT SUCH 
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND 
APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT 
CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK 
EXCHANGES IN CANADA." 
Any new Warrant Certificates issued prior to May 25, 2024 shall bear those legends that may be required 
under applicable securities laws or under applicable polices of the TSXV (or such other stock exchange or quotation 
system on which the Common Shares are listed). 
If the Warrants or Common Shares offered for sale by the Company are being sold in accordance with Rule 
904 of Regulation S, the legend may be removed by providing to the transfer agent for the Company, (i) a declaration 
in the form attached as Schedule "B" hereof (or as the Company may prescribe from time to time) and (ii) if required 
by the transfer agent for the Company, an opinion of counsel, of recognized standing reasonably satisfactory to the 
Company, or other evidence reasonably satisfactory to the Company, that the proposed transfer may be effected 
without registration under the U.S. Securities Act. 
Further, if the Warrants or Common Shares are being sold under Rule 144 under the U.S. Securities Act, the 
legend may be removed by delivering to the transfer agent for the Company, an opinion of counsel of recognized 
standing reasonably satisfactory to the Company, that the legend is no longer required under applicable requirements 
of the U.S. Securities Act or state securities laws. 
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT 
CERTIFICATE: 

- 3 - 
1. 
The acquisition rights in effect at any date attaching to this Warrant Certificate shall be subject to adjustment 
from time to time as follows: 
(a) 
if and whenever at any time prior to the Expiry Date, the Company shall: 
(i) 
subdivide, redivide or change its outstanding common shares into a greater number of 
shares; or 
(ii) 
reduce, combine or consolidate its outstanding common shares into a smaller number of 
shares  
(any of such events being referred to herein as a "Capital Reorganization") 
the Exercise Price of each Common Share shall be adjusted immediately after the effective date of 
such Capital Reorganization, by multiplying the Exercise Price then in effect by a fraction of which 
the numerator shall be the total number of common shares outstanding immediately prior to such 
date and the denominator shall be the total number of common shares outstanding immediately after 
such date (including, in the case where securities are exchangeable for or convertible into Common 
Shares, and are distributed, and the number of Common Shares that would have been outstanding 
had all such securities been exchanged for or converted into Common Shares on such record date). 
Such adjustment shall be made successively whenever any event referred to in this subsection shall 
occur. If and whenever at any time after the date hereof prior to the Expiry Date any of the events 
set out above shall occur and the occurrence of such event results in an adjustment of the Exercise 
Price, then the number of Common Shares purchasable pursuant to this Warrant Certificate shall be 
adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number 
of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator 
of which shall be the Exercise Price in effect immediately prior to the adjustment and the 
denominator of which shall be the Exercise Price resulting from such adjustment; 
(b) 
if and whenever at any time prior to the Expiry Date, there is a reclassification of the common shares 
or a capital reorganization of the Company other than as described in subsection 1(a) or a 
consolidation, amalgamation or merger of the Company with or into any other body corporate, trust, 
partnership or other entity, the Holder of this Warrant Certificate if it has not exercised its right of 
acquisition, as at the effective date of such reclassification, capital reorganization, consolidation, 
amalgamation or merger, upon the exercise of such right thereafter, shall be entitled to receive and 
shall accept, in lieu of the number of Common Shares that the Holder of this Warrant Certificate 
would otherwise be entitled to acquire, the number of shares or other securities or property of the 
Company or of the body corporate, trust, partnership or other entity resulting from such merger, 
amalgamation or consolidation, that the Holder of this Warrant Certificate would have been entitled 
to receive on such reclassification, capital reorganization, consolidation, amalgamation or merger, 
if, on the record date or the effective date thereof, as the case may be, the Holder of this Warrant 
Certificate had been the registered holder of the number of Common Shares entitled to be acquired 
by it. If determined appropriate by the Holder of this Warrant Certificate to give effect to or to 
evidence the provisions of this subsection 1(b), the Company or its successor, shall, prior to or 
contemporaneously with any such reclassification, capital reorganization, consolidation, 
amalgamation or merger, issue new Warrants which shall provide, to the extent possible, for the 
application of the provisions set forth herein with respect to the rights and interests thereafter of the 
Holder of this Warrant Certificate to the end that the provisions set forth herein shall thereafter 
correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, 
other securities or property to which the Holder of this Warrant Certificate is entitled on the exercise 
of its acquisition rights thereafter. Any new Warrants issued by the Company or any successor to 
the Company shall provide for adjustments which shall be as nearly equivalent as may be practicable 
to the adjustments provided in this Section 1 and which shall apply to successive reclassification, 
reorganizations, amalgamations, consolidations or mergers; and 

- 4 - 
(c) 
the adjustments provided for in this Section 1 in the number of Common Shares and classes of 
securities which are to be received on the exercise of the Warrants are cumulative. After any 
adjustment pursuant to this Section, the term "Common Shares" where used in this Warrant 
Certificate shall be interpreted to mean securities of any class or classes which, as a result of such 
adjustment and all prior adjustments pursuant to this Section, the Holder of this Warrant Certificate 
is entitled to receive upon the exercise of the Warrants, and the number of Common Shares indicated 
by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common 
Shares or other property or securities the Holder of this Warrant Certificate is entitled to receive, as 
a result of such adjustment and all prior adjustments pursuant to this Section, upon the full exercise 
of a Warrant. 
2. 
All shares of any class or other securities which the Holder of this Warrant Certificate is at the time in question 
entitled to receive on the exercise of the Warrants, whether or not as a result of adjustments made pursuant to Section 
1 shall, for the purposes of the interpretation hereof, be deemed to be shares which the Holder of this Warrant 
Certificate is entitled to acquire pursuant to such Warrant Certificate. 
3. 
Notwithstanding anything in Section 1, no adjustment shall be made in the acquisition rights attached to the 
Warrants if the issue of Common Shares is being made pursuant to this Warrant Certificate. 
4. 
As a condition precedent to the taking of any action which would require an adjustment in any of the 
acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received 
upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of its counsel, be 
necessary or desirable in order that the Company or a successor company has unissued and reserved in its authorized 
capital and may validly and legally issue as fully paid and non-assessable all the shares and other securities which the 
holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof. 
5. 
The Company shall from time to time immediately after the occurrence of any event which requires an 
adjustment or readjustment as provided in Section 1, deliver a certificate of the Company to the Holder of this Warrant 
Certificate specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby 
and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 
6. 
The Company shall not be required to deliver certificates for the Common Share while the share transfer 
books of the Company are properly closed prior to any meeting of shareholders, for the payment of dividends or for 
any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the 
making of any subscription and payment for the Common Shares called for thereby during any such period, delivery 
of certificates for Common Shares may be postponed for not more than five business days after the date of the re-
opening of said share transfer books. Any such postponement of delivery of certificates shall be without prejudice to 
the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such 
certificates for the Common Shares called for after the share transfer books have been re-opened. 
7. 
So long as this Warrant Certificate shall be outstanding, if any capital reorganization of the Company, 
reclassification of the capital of the Company, consolidation or merger of the Company with or into another 
corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then 
in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least 15 days prior the date 
of such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place, 
a notice containing a brief description of the proposed action and stating the date of such reclassification, 
reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place and the date, if any is to 
be fixed, as of which the holders of common shares or other securities shall receive cash or other property deliverable 
upon such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up. 
8. 
In accordance with the terms and conditions contained herein this Warrant Certificate, the Company will 
make adjustments as it considers necessary and equitable acting in good faith, subject to any approvals required by 
the TSXV. If at any time a dispute arises with respect to adjustments provide for herein, such dispute will be 
conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm 
of independent chartered accountants as may be selected by the directors of the Company and any such determination, 
absent manifest error, will be binding upon the Company, the Holder and shareholders of the Company. The Company 

- 5 - 
will provide such auditors or accountants with access to all necessary records of the Company and fees payable to 
such accountants or auditors will be paid by the Company. 
9. 
This Warrant Certificate will not entitle the Holder hereof to any rights as a shareholder of the Company, 
including without limitation, voting rights. 
10. 
As provided in the Exercise Form, this Warrant Certificate may not be exercised in the United States or by 
or for the account or benefit of a U.S. Person ("U.S. Person" and "United States" having the meanings ascribed 
thereto under the United States Securities Act of 1933, as amended (the "1933 Act")) unless the underlying shares are 
registered under the 1933 Act and applicable securities laws or unless an exemption from such registration is available. 
11. 
Any notice, direction or other instrument required or permitted to be given hereunder to the Company or the 
Holder must be in writing and may be given by sending the same by facsimile transmission or by e-mail (if an e-mail 
address has been provided by the recipient), or delivering the same to such party at the following address: 
(a) 
If to the Company: 
POET Technologies Inc. 
120 Eglinton Avenue East, Suite 1107 
Toronto, Ontario M4P 1E2 
Attention: Kevin Barnes, Vice President, Finance & Administration & Corporate Controller 
Email: kb@poet-technologies.com 
(b) 
If to the Holder, to the name and address or e-mail address (if one has been supplied by the recipient) 
appearing on the front page of this Warrant Certificate. 
Any notice, direction or instrument aforesaid shall: 
(c) 
if by facsimile transmission, be deemed to have been given or made upon the completion of the 
facsimile transmission; or 
(d) 
if delivered by mail or by hand, be deemed to have been given or made at the time of delivery. 
Any party may give written notice of change of address in the same manner, in which event such notice will 
thereafter be given to it as above provided at such changed address.  
12. 
This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder at the office of the 
Company, for a new Warrant Certificate of like tenor representing in the aggregate the right to subscribe for and 
purchase the number of Common Shares which may be subscribed for and purchased hereunder, each such new 
Warrants to represent the right to subscribe for and purchase such number of Common Shares as shall be designated 
by such Holder hereof at the time of such surrender. 
13. 
As used herein, the term "Common Shares" shall mean and include the Company's presently authorized 
common shares without par value and shall also include any other authorized classes of voting shares in the capital of 
the Company which do not have special rights and restrictions attaching fixed dividends thereto or limiting the 
participation of holders of such shares of such classes in the distribution of assets upon the voluntary or involuntary 
liquidation, dissolution or winding up of the Company. 
14. 
The securities which will be issued upon the exercise of the rights represented by this Warrant Certificate 
have not been and will not be registered under the United States federal or state securities laws and may not be offered 
for sale, sold or otherwise transferred, on the books of the Company, without registration of such securities under all 
applicable United States federal and state securities laws or compliance with an applicable exemption therefrom, such 
compliance, at the option of the Company, to be evidenced by an opinion of the Holder's counsel, in the form 
acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer 

- 6 - 
or assignment and the holder acknowledges that a legend to that effect will be placed upon all certificates representing 
any securities issued to any U.S. Person or Persons within the U.S. upon the exercise of the rights represented by this 
Warrant Certificate. 
15. 
This Warrant Certificate may only be amended by a written instrument signed by both the Holder and the 
Company. 
16. 
This Warrant Certificate may be signed digitally or by other electronic means, which shall be deemed to be 
an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature. 
A signed copy of this Warrant Certificate transmitted by facsimile, email or other electronic transmission shall be 
deemed to have the same legal effect and validity as delivery of an originally executed copy of this Warrant Certificate, 
provided that if this Warrant Certificate bears a digital or electronic signature as contemplated above and the Company 
is delivering this Warrant Certificate by electronic transmission pursuant to this Section 16, then the Company 
represents to the Holder that the electronically transmitted Warrant Certificate is the only executed copy to be issued 
to the Holder by the Company. 
[Remainder of page intentionally left blank. Signature page follows.] 
 

 
[Signature Page] 
This Warrant Certificate may be exercised only at the offices of POET Technologies Inc., 120 Eglinton 
Avenue East, Suite 1107, Toronto, Ontario M4P 1E2. 
IN WITNESS WHEREOF the Company has caused this Warrant Certificate to be signed by its duly 
authorized officer as of this  
 day of  
, 2024. 
POET TECHNOLOGIES INC.  
 
 
 
 
Per: 
 
 
Authorized Signing Officer 
 

 
A-1 
 
SCHEDULE "A" 
EXERCISE FORM 
TO: 
POET TECHNOLOGIES INC.  
120 EGLINTON AVENUE EAST, SUITE 1107 
TORONTO, ONTARIO M4P 1E2 
 
 
 
 
The undersigned hereby exercised the right to purchase and hereby subscribes for ___________________ Common 
Shares of POET Technologies Inc. (the "Company") according to the terms and conditions referenced in the attached 
Warrant Certificate, and herewith makes payment by wire transfer, certified cheque, bank draft or money order of the 
purchase price in full for the said shares. Undefined capitalized terms used herein shall have that meaning ascribed to 
them in the Warrant Certificate. 
(Please check the ONE box applicable): 
 
A. 
The undersigned holder (i) at the time of exercise of the Warrants and execution and delivery of 
this exercise form is not in the United States; (ii) is not a U.S. person; (iii) is not exercising the 
Warrants for the account or benefit of a U.S. person or person in the United States; and (iv) the 
delivery of the underlying Common Shares will not be to an address in the United States. 
 
 
 
 
B. 
The undersigned holder has delivered to the Company an opinion of counsel of recognized 
standing in form and substance reasonably satisfactory to the Company to the effect that an 
exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States or other evidence satisfactory to the Company 
that an exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States. 
 
 
 
 
C. 
The undersigned holder: (i) is not (and is not exercising the Warrants for the account or benefit 
of) a U.S. person, as defined in Regulation S of the 1933 Act; (ii) did not execute or deliver this 
exercise form while within any state, territory or possession of the United States; and (iii) has in 
all other respects complied with the terms of Regulation S of the 1933 Act, or any successor rule 
or regulation of the United States Securities and Exchange Commission as presently in effect. 
 
 
 
The undersigned hereby further acknowledges and agrees that all share certificates representing the Common Shares, 
if issued prior to May 25, 2024, shall bear those legends that may be required under applicable securities laws or under 
applicable polices of the TSX Venture Exchange (or such other stock exchange or quotation system on which the 
Common Shares are listed), including the following legends: 
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS 
SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 25, 2024." 
and, if required by the policies of the TSX Venture Exchange, the following legend:   
"WITHOUT THE PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND 
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES 
REPRESENTED 
BY 
THIS 
CERTIFICATE 
MAY 
NOT 
BE 
SOLD, 
TRANSFERRED, 
HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX 
VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A 
CANADIAN RESIDENT UNTIL MAY 25, 2024." 
If the Common Shares are issued for the account or benefit of a U.S. Person, such certificates shall bear the 
following legends in addition to those above: 
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE 

 
A-2 
"U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE SECURITIES 
REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY 
(A) TO POET TECHNOLOGIES INC. (THE "COMPANY"), (B) OUTSIDE THE UNITED STATES 
IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT 
AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, (C) 
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT 
PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, 
AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN 
COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. 
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (E) UNDER AN 
EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT PROVIDED 
THAT IN THE CASE OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION 
REASONABLY SATISFACTORY TO THE COMPANY MUST FIRST BE PROVIDED TO THE 
EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. 
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS 
CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF 
TRANSACTIONS ON STOCK EXCHANGES IN CANADA." 
"U.S. person" and "United States" are used as defined in Regulation S under the 1933 Act. 
 
 

 
A-3 
DATED at  
 ,  
, this  
 day of  
 , 20 
. 
 
Name of Warrant Holder 
 
 
Authorized Signatory 
 
Address of Warrant Holder 
 
Registration Instructions 
 
Delivery Instructions: 
Name: 
 
Account Reference, if applicable: 
 
 
 
Account Reference, if applicable: 
 
Contact Name: 
 
 
 
Address: 
 
Address: 
 
 
 
 
 
 
 
 
 
Telephone Number: (        ) 
 

 
B-1 
SCHEDULE "B" 
FORM OF DECLARATION FOR REMOVAL OF LEGEND 
TO: 
Computershare Trust Company of Canada, as registrar and transfer agent 
 
 
AND TO: 
POET Technologies Inc. (the "Company") 
 
 
 
 
The undersigned (A) acknowledges that the sale of  
 of the Company represented 
by certificate number  
 to which this declaration relates is being made in reliance on Rule 904 
of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) 
certifies that (1) the undersigned is not (a) an "affiliate" of the Company (as that term is defined in Rule 405 under the 
U.S. Securities Act), (b) a "distributor" as defined in Regulation S or (c) an affiliate of a distributor; (2) the offer of 
such securities was not made to a person in the United States and either (a) at the time the buy order was originated, 
the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the 
buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated 
offshore securities market (such as the TSX Venture Exchange, the Toronto Stock Exchange) and neither the seller 
nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States 
or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged 
or will engage in any directed selling efforts in the United States in connection with the offer and sale of such 
securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because 
the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) 
the seller does not intend to replace securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted 
securities; and (6) the sale is not a transaction, or part of a series of transactions, which, although in technical 
compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities 
Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. 
 
 
 
 
 
 
Dated: 
 
 
X 
 
 
 
 
 
Authorized Signatory 
 
 
 
 
 
 
 
 
 
 
Name of Seller (please print) 
 
 
 
 
 
 
 
 
 
 
 
Name of Authorized Signatory (please print) 
 
 
 
 
 
 
 
 
 
 
 
Title of Authorized Signatory (please print) 
 
 
 
 
 
 

 
B-2 
Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (B)(2)(b) above) 
We have read the foregoing representations of our customer,  
 (the 
"Seller") 
dated  
 , with regard to our sale, for such Seller's account, of the securities of 
the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that 
the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through 
the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in 
any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee 
or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary 
broker's commission that would be received by a person executing such transaction as agent.  Terms used herein have 
the meanings given to them by Regulation S under the U.S. Securities Act. 
 
 
 
 
 
 
 
 
Name of Firm 
 
 
 
 
 
 
 
By: 
 
 
 
Authorized Officer 
 
 
 
 
 
 
 
Dated: 
 
 
 
 
 
 
 
 
 

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE 
SECURITY BEFORE SEPTEMBER 11, 2024. 
THIS WARRANT CERTIFICATE IS VOID IF NOT EXERCISED ON OR BEFORE 5:00 P.M., TORONTO TIME, ON MAY 10, 2029. 
POET TECHNOLOGIES INC. 
(existing under the laws of the Province of Ontario) 
SHARE PURCHASE WARRANTS 
No. W — 2024 — May — 02 
Right to Purchase 
2,048,275 Common Shares 
WARRANTS FOR PURCHASE OF 2,048,275 COMMON SHARES 
THIS IS TO CERTIFY THAT, for value received, GundyCO ITF MMCAP International Inc. SPC 
(hereinafter called the "Holder"), being the registered Holder of the common share purchase warrants ("Warrants") 
represented by this certificate ("Warrant Certificate") is entitled to subscribe for and purchase 2,048,275 fully paid 
and non-assessable common shares ("Common Shares") in the capital of POET Technologies Inc. (hereinafter called 
the "Company") at any time prior to 5:00 p.m. (Toronto time) on May 10, 2029 (the "Expiry Date") at a price (the 
"Exercise Price") of C$4.26 per Common Share until the Expiry Date; subject to the terms and conditions hereinafter 
set forth. 
The rights to acquire Common Shares of the Company granted by this Warrant Certificate may be exercised 
by the Holder prior to the Expiry Date, subject to the terms and conditions herein, in whole or in part (but not as to a 
fractional Common Share), by surrender by personal delivery hereof or, if sent by mail or other means of transmission 
upon actual receipt thereof by the Company of this Warrant Certificate together with a duly completed and executed 
exercise form in the form attached as Schedule "A" (the "Exercise Form") at the offices of POET Technologies Inc., 
120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, accompanied by a certified cheque, wire transfer, 
electronic funds transfer, money order or bank draft payable to or to the order of the Company in payment of the 
purchase price of the number of Common Shares for which Warrants are then exercised. 
In the event of any exercise of the rights represented by this Warrant Certificate, certificates for the Common 
Shares so purchased shall be issued to the Holder within a reasonable time, not exceeding three business days after 
the rights represented by this Warrant Certificate shall have been so exercised, and, unless the Warrants have expired, 
a new Warrant Certificate granting the right to acquire the number of Common Shares, if any, with respect to which 
the Warrants shall not then have been exercised shall also be issued to the Holder within such time. 
The Company covenants and agrees that all Common Shares which may be issued upon the exercise of the 
rights represented by this Warrant Certificate will, upon issuance, be fully paid and non-assessable and free of all 
liens, charges and encumbrances. The Company further covenants and agrees that during the period within which the 
rights represented by this Warrant Certificate may be exercised, the Company will at all times have authorized and 
reserved a sufficient number of Common Shares to provide for the exercise of the rights represented by this Warrant 
Certificate. 
All share certificates representing the Common Shares issued prior to September 11, 2024 shall bear those 
legends that may be required under applicable securities laws or under applicable polices of the TSXV (or such other 
stock exchange or quotation system on which the Common Shares are listed), including the following legend: 
"UNLESS PERMUTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS 
SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 11, 2024." 
and, if required by the policies of the TSXV, the following legend: 

- 2 - 
"WITHOUT THE PRIOR WRI I IEN APPROVAL OF TSX VENTURE EXCHANGE AND 
COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES 
REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED 
OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE 
OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 
SEPTEMBER 11, 2024." 
If the Common Shares issuable on exercise of this Warrant Certificate are issued for the account or benefit 
of a U.S. Person (as defined herein), such certificates shall bear the following legends in addition to those above: 
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE 
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED 
(THE "U.S. SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAWS, AND THE 
SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE 
TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC. (THE "COMPANY"), (B) 
OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S 
UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL 
LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION 
UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR (ii) 144A UNDER THE 
U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. 
STATE SECURITIES LAWS, (D) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM 
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE 
SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION STATEMENT 
UNDER THE U.S. SECURITIES ACT PROVIDED THAT IN THE CASE OF TRANSFERS 
PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY 
TO THE COMPANY MUST FIRST BE PROVIDED TO THE EFFECT THAT SUCH 
TRANSFER IS EXEMPT FROM REGIS IRATION UNDER THE U.S. SECURITIES ACT AND 
APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT 
CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK 
EXCHANGES IN CANADA." 
If the Warrants or Common Shares offered for sale by the Company are being sold in accordance with Rule 
904 of Regulation S, the legend may be removed by providing to the transfer agent for the Company, (i) a declaration 
in the form attached as Schedule "B" hereof (or as the Company may prescribe from time to time) and (ii) if required 
by the transfer agent for the Company, an opinion of counsel, of recognized standing reasonably satisfactory to the 
Company, or other evidence reasonably satisfactory to the Company, that the proposed transfer may be effected 
without registration under the U.S. Securities Act. 
Further, if the Warrants or Common Shares are being sold under Rule 144 under the U.S. Securities Act, the 
legend may be removed by delivering to the transfer agent for the Company, an opinion of counsel of recognized 
standing reasonably satisfactory to the Company, that the legend is no longer required under applicable requirements 
of the U.S. Securities Act or state securities laws. 
THE FOLLOWING ARE THE TERMS AND CONDITIONS REFERRED TO IN THIS WARRANT 
CERTIFICATE: 
1. 
The acquisition rights in effect at any date attaching to this Warrant Certificate shall be subject to adjustment 
from time to time as follows: 
(a) 
if and whenever at any time prior to the Expiry Date, the Company shall: 
subdivide, redivide or change its outstanding common shares into a greater number of 
shares; or 

- 3 - 
(ii) 
reduce, combine or consolidate its outstanding common shares into a smaller number of 
shares 
(any of such events being referred to herein as a "Capital Reorganization") 
the Exercise Price of each Common Share shall be adjusted immediately after the effective date of 
such Capital Reorganization, by multiplying the Exercise Price then in effect by a fraction of which 
the numerator shall be the total number of common shares outstanding immediately prior to such 
date and the denominator shall be the total number of common shares outstanding immediately after 
such date (including, in the case where securities are exchangeable for or convertible into Common 
Shares, and are distributed, and the number of Common Shares that would have been outstanding 
had all such securities been exchanged for or converted into Common Shares on such record date). 
Such adjustment shall be made successively whenever any event referred to in this subsection shall 
occur. If and whenever at any time after the date hereof prior to the Expiry Date any of the events 
set out above shall occur and the occurrence of such event results in an adjustment of the Exercise 
Price, then the number of Common Shares purchasable pursuant to this Warrant Certificate shall be 
adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number 
of Common Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator 
of which shall be the Exercise Price in effect immediately prior to the adjustment and the 
denominator of which shall be the Exercise Price resulting from such adjustment; 
(b) 
if and whenever at any time prior to the Expiry Date, there is a reclassification of the common shares 
or a capital reorgani7ation of the Company other than as described in subsection 1(a) or a 
consolidation, amalgamation or merger of the Company with or into any other body corporate, trust, 
partnership or other entity, the Holder of this Warrant Certificate if it has not exercised its right of 
acquisition, as at the effective date of such reclassification, capital reorgani7ation, consolidation, 
amalgamation or merger, upon the exercise of such right thereafter, shall be entitled to receive and 
shall accept, in lieu of the number of Common Shares that the Holder of this Warrant Certificate 
would otherwise be entitled to acquire, the number of shares or other securities or property of the 
Company or of the body corporate, trust, partnership or other entity resulting from such merger, 
amalgamation or consolidation, that the Holder of this Warrant Certificate would have been entitled 
to receive on such reclassification, capital reorganization, consolidation, amalgamation or merger, 
if, on the record date or the effective date thereof, as the case may be, the Holder of this Warrant 
Certificate had been the registered holder of the number of Common Shares entitled to be acquired 
by it. If determined appropriate by the Holder of this Warrant Certificate to give effect to or to 
evidence the provisions of this subsection 1(b), the Company or its successor, shall, prior to or 
contemporaneously with any such reclassification, capital reorganization, consolidation, 
amalgamation or merger, issue new Warrants which shall provide, to the extent possible, for the 
application of the provisions set forth herein with respect to the rights and interests thereafter of the 
Holder of this Warrant Certificate to the end that the provisions set forth herein shall thereafter 
correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, 
other securities or property to which the Holder of this Warrant Certificate is entitled on the exercise 
of its acquisition rights thereafter. Any new Warrants issued by the Company or any successor to 
the Company shall provide for adjustments which shall be as nearly equivalent as may be practicable 
to the adjustments provided in this Section 1 and which shall apply to successive reclassification, 
reorganisations, amalgamations, consolidations or mergers; and 
(c) 
the adjustments provided for in this Section 1 in the number of Common Shares and classes of 
securities which are to be received on the exercise of the Warrants are cumulative. After any 
adjustment pursuant to this Section, the term "Common Shares" where used in this Warrant 
Certificate shall be interpreted to mean securities of any class or classes which, as a result of such 
adjustment and all prior adjustments pursuant to this Section, the Holder of this Warrant Certificate 
is entitled to receive upon the exercise of the Warrants, and the number of Common Shares indicated 
by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common 
Shares or other property or securities the Holder of this Warrant Certificate is entitled to receive, as 

- 4 - 
a result of such adjustment and all prior adjustments pursuant to this Section, upon the full exercise 
of a Warrant. 
2. 
All shares of any class or other securities which the Holder of this Warrant Certificate is at the time in question 
entitled to receive on the exercise of the Warrants, whether or not as a result of adjustments made pursuant to Section 
1 shall, for the purposes of the interpretation hereof, be deemed to be shares which the Holder of this Warrant 
Certificate is entitled to acquire pursuant to such Warrant Certificate. 
3. 
Notwithstanding anything in Section 1, no adjustment shall be made in the acquisition rights attached to the 
Warrants if the issue of Common Shares is being made pursuant to this Warrant Certificate. 
4. 
As a condition precedent to the taking of any action which would require an adjustment in any of the 
acquisition rights pursuant to any of the Warrants, including the number of Common Shares which are to be received 
upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of its counsel, be 
necessary or desirable in order that the Company or a successor company has unissued and reserved in its authorized 
capital and may validly and legally issue as fully paid and non-assessable all the shares and other securities which the 
holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof. 
5. 
The Company shall from time to time immediately after the occurrence of any event which requires an 
adjustment or readjustment as provided in Section 1, deliver a certificate of the Company to the Holder of this Warrant 
Certificate specifying the nature of the event requiring the same and the amount of the adjustment necessitated thereby 
and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. 
6. 
The Company shall not be required to deliver certificates for the Common Share while the share transfer 
books of the Company are properly closed prior to any meeting of shareholders, for the payment of dividends or for 
any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the 
making of any subscription and payment for the Common Shares called for thereby during any such period, delivery 
of certificates for Common Shares may be postponed for not more than five business days after the date of the re-
opening of said share transfer books. Any such postponement of delivery of certificates shall be without prejudice to 
the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such 
certificates for the Common Shares called for after the share transfer books have been re-opened. 
7. 
So long as this Warrant Certificate shall be outstanding, if any capital reorganization of the Company, 
reclassification of the capital of the Company, consolidation or merger of the Company with or into another 
corporation, or voluntary or involuntary dissolution, liquidation or winding up of the Company shall be effected, then 
in any such case, the Company shall cause to be mailed by certified mail to the Holder, at least 15 days prior the date 
of such reclassification, reorganization, consolidation, merger, dissolution, liquidation or winding up is to take place, 
a notice containing a brief description of the proposed action and stating the date of such reclassification, 
reorganisation, consolidation, merger, dissolution, liquidation or winding up is to take place and the date, if any is to 
be fixed, as of which the holders of common shares or other securities shall receive cash or other property deliverable 
upon such reclassification, reorganisation, consolidation, merger, dissolution, liquidation or winding up. 
8. 
In accordance with the terms and conditions contained herein this Warrant Certificate, the Company will 
make adjustments as it considers necessary and equitable acting in good faith, subject to any approvals required by 
the TSXV. If at any time a dispute arises with respect to adjustments provide for herein, such dispute will be 
conclusively determined by the auditors of the Company or if they are unable or unwilling to act, by such other firm 
of independent chartered accountants as may be selected by the directors of the Company and any such determination, 
absent manifest error, will be binding upon the Company, the Holder and shareholders of the Company. The Company 
will provide such auditors or accountants with access to all necessary records of the Company and fees payable to 
such accountants or auditors will be paid by the Company. 
9. 
This Warrant Certificate will not entitle the Holder hereof to any rights as a shareholder of the Company, 
including without limitation, voting rights. 

-5-
10. 
The Holder will not be permitted to exercise the Warrant into Common Shares at the Exercise Price to the 
extent that, after giving effect to such conversion, the Holder (together with the Holder's affiliates acting jointly or in 
concert with the undersigned, the "Joint Actors") would beneficially own in excess of 9.99% of the number of the 
Common Shares issued and outstanding immediately after giving effect to such exercise, on a partially diluted basis 
assuming the conversion of all securities of the Joint Actors which are convertible into Common Shares within sixty 
(60) days from the proposed date of exercise of the applicable number of Warrants. 
11. 
As provided in the Exercise Form, this Warrant Certificate may not be exercised in the United States or by 
or for the account or benefit of a U.S. Person ("U.S. Person" and "United States" having the meanings ascribed 
thereto under the United States Securities Act of 1933, as amended (the "1933 Act")) unless the underlying shares are 
registered under the 1933 Act and applicable securities laws or unless an exemption from such registration is available. 
12. 
Any notice, direction or other instrument required or permitted to be given hereunder to the Company or the 
Holder must be in writing and may be given by sending the same by facsimile transmission or by e-mail (if an e-mail 
address has been provided by the recipient), or delivering the same to such party at the following address: 
(a) 
If to the Company: 
POET Technologies Inc. 
120 Eglinton Avenue East, Suite 1107 
Toronto, Ontario M4P 1E2 
Attention: Kevin Barnes, Vice President, Finance & Administration & Corporate Controller 
Email: kb@poet.tech 
(b) 
If to the Holder, to the name and address or e-mail address (if one has been supplied by the recipient) 
appearing on the front page of this Warrant Certificate. 
Any notice, direction or instrument aforesaid shall: 
(c) 
if by facsimile transmission, be deemed to have been given or made upon the completion of the 
facsimile transmission; or 
(d) 
if delivered by mail or by hand, be deemed to have been given or made at the time of delivery. 
Any party may give written notice of change of address in the same manner, in which event such notice will 
thereafter be given to it as above provided at such changed address. 
13. 
This Warrant Certificate is exchangeable, upon the surrender hereof by the Holder at the office of the 
Company, for a new Warrant Certificate of like tenor representing in the aggregate the right to subscribe for and 
purchase the number of Common Shares which may be subscribed for and purchased hereunder, each such new 
Warrants to represent the right to subscribe for and purchase such number of Common Shares as shall be designated 
by such Holder hereof at the time of such surrender. 
14. 
As used herein, the term "Common Shares" shall mean and include the Company's presently authorized 
common shares without par value and shall also include any other authorized classes of voting shares in the capital of 
the Company which do not have special rights and restrictions attaching fixed dividends thereto or limiting the 
participation of holders of such shares of such classes in the distribution of assets upon the voluntary or involuntary 
liquidation, dissolution or winding up of the Company. 
15. 
The securities which will be issued upon the exercise of the rights represented by this Warrant Certificate 
have not been and will not be registered under the United States federal or state securities laws and may not be offered 
for sale, sold or otherwise transferred, on the books of the Company, without registration of such securities under all 
applicable United States federal and state securities laws or compliance with an applicable exemption therefrom, such 
compliance, at the option of the Company, to be evidenced by an opinion of the Holder's counsel, in the form 

- 6 - 
acceptable to the Company, that no violation of such registration provisions would result from any proposed transfer 
or assignment and the holder acknowledges that a legend to that effect will be placed upon all certificates representing 
any securities issued to any U.S. Person or Persons within the U.S. upon the exercise of the rights represented by this 
Warrant Certificate. 
16. 
This Warrant Certificate may only be amended by a written instrument signed by both the Holder and the 
Company. 
17. 
This Warrant Certificate may be signed digitally or by other electronic means, which shall be deemed to be 
an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature. 
A signed copy of this Warrant Certificate transmitted by facsimile, email or other electronic transmission shall be 
deemed to have the same legal effect and validity as delivery of an originally executed copy of this Warrant Certificate, 
provided that if this Warrant Certificate bears a digital or electronic signature as contemplated above and the Company 
is delivering this Warrant Certificate by electronic transmission pursuant to this Section 7, then the Company 
represents to the Holder that the electronically transmitted Warrant Certificate is the only executed copy to be issued 
to the Holder by the Company. 
[Remainder of page intentionally left blank. Signature page follows.] 

This Warrant Certificate may be exercised only at the offices of POET Technologies Inc., 120 Eglinton 
Avenue East, Suite 1107, Toronto, Ontario M4P 1E2. 
IN WITNESS WHEnelE the Com7aany has caused this Warrant Certificate to be signed by its duly 
authorized officer as of this  r0day  of  1\i\ 
 , 2024. 
POET TECHNOLOGIES INC. 
Per: 
[Signature Page] 
C".....---
/ 
---
uthon ed Signing Officer 

SCHEDULE "A" 
EXERCISE FORM 
TO: 
POET TECHNOLOGIES 
120 EGLINTON AVENUE EAST, SUITE 1107 
TORONTO, ONTARIO M4P 1E2 
The undersigned hereby exercised the right to purchase and hereby subscribes for 
Common 
Shares of POET Technologies Inc. (the "Company") according to the terms and conditions referenced in the attached 
Warrant Certificate, and herewith makes payment by wire transfer, certified cheque, bank draft or money order of the 
purchase price in full for the said shares. Undefined capitalized terms used herein shall have that meaning ascribed to 
them in the Warrant Certificate. 
(Please check the ONE box applicable): 
A. 
The undersigned holder (i) at the time of exercise of the Warrants and execution and delivery of 
this exercise form is not in the United States; (ii) is not a U.S. person; (iii) is not exercising the 
Warrants for the account or benefit of a U.S. person or person in the United States; and (iv) the 
delivery of the underlying Common Shares will not be to an address in the United States. 
B. 
The undersigned holder has delivered to the Company an opinion of counsel of recognized 
standing in form and substance reasonably satisfactory to the Company to the effect that an 
exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States or other evidence satisfactory to the Company 
that an exemption is available from the registration requirements of the 1933 Act and applicable 
securities laws of any state of the United States. 
C. 
The undersigned holder: (i) is not (and is not exercising the Warrants for the account or benefit 
of) a U.S. person, as defined in Regulation S of the 1933 Act; (ii) did not execute or deliver this 
exercise form while within any state, territory or possession of the United States; and (iii) has in 
all other respects complied with the terms of Regulation S of the 1933 Act, or any successor rule 
or regulation of the United States Securities and Exchange Commission as presently in effect. 
All share certificates representing the Common Shares issued prior to September 11, 2024 shall bear those 
legends that may be required under applicable securities laws or under applicable polices of the TSXV (or such other 
stock exchange or quotation system on which the Common Shares are listed), including the following legend: 
"UNLESS FERMI] T ED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS 
SECURITY MUST NOT TRADE THE SECURITY BEFORE SEPTEMBER 11, 2024." 
and, if required by the policies of the TSXV, the following legend: 
"WITHOUT THE PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE 
WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS 
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON 
OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO 
OR FOR THE BENEFIT OF A CANADL4NRESIDElVT UNTIL SEPTEMBER 11, 2024." 
If the Common Shares are issued for the account or benefit of a U.S. Person, such certificates shall bear the 
following legends in addition to those above: 
A-1 

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGIS1LRED UNDER 
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT') OR 
UNDER ANY STATE SECURITIES LAWS, AND THE SECURITILS REPRESENTED HEREBY MAY BE 
OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO POET TECHNOLOGIES INC. (THE 
"COMPANY'), (B) OUTSIDE THE UNIIBD STATES IN ACCORDANCE WITH RULE 904 OF REGULATION 
S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND 
REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. 
SECURITIES ACT PROVIDED BY N RULE 144 OR (ii) 144A UNDER THE U.S. SECURITIES ACT, IF 
AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, (D) IN 
COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT 
AND APPLICABLE STALL SECURITIES LAWS, OR (E) UNDER AN EFFECTIVE REGISTRATION 
STATEMENT UNDER THE U.S. SECURITIES ACT PROVIDED THAT IN THE CASE OF TRANSFERS 
PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE 
COMPANY MUST FIRST BE PROVIDED TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM 
REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. 
DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF 
TRANSACTIONS ON STOCK EXCHANGES IN CANADA." 
"U.S. person" and "United States" are used as defined in Regulation S under the 1933 Act. 
A-2 

DATED at 
  
, this 
day of 
, 20
Name of Warrant Holder 
Authorized Signatory 
Address of Warrant Holder 
Registration Instructions 
Name: 
Account Reference, if applicable: 
Address: 
Delivery Instructions: 
Account Reference, if applicable: 
Contact Name: 
Address: 
Telephone Number: ( 
) 
A-3 

SCHEDULE "B" 
FORM OF DECLARATION FOR REMOVAL OF LEGEND 
TO: 
Computershare Trust Company of Canada, as registrar and transfer agent 
AND TO: 
POET Technologies Inc. (the "Company") 
The undersigned (A) acknowledges that the sale of 
of the Company represented 
by certificate number 
to which this declaration relates is being made in reliance on Rule 904 
of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) 
certifies that (1) the undersigned is not (a) an "affiliate" of the Company (as that term is defined in Rule 405 under the 
U.S. Securities Act), (b) a "distributor" as defmed in Regulation S or (c) an affiliate of a distributor; (2) the offer of 
such securities was not made to a person in the United States and either (a) at the time the buy order was originated, 
the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the 
buyer was outside the United States, or (b) the transaction was executed on or through the facilities of a designated 
offshore securities market (such as the TSX Venture Exchange, the Toronto Stock Exchange) and neither the seller 
nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States 
or a U.S. person; (3) neither the seller nor any affiliate of the seller nor any person acting on their behalf has engaged 
or will engage in any directed selling efforts in the United States in connection with the offer and sale of such 
securities; (4) the sale is bona fide and not for the purpose of "washing off' the resale restrictions imposed because 
the securities are "restricted securities" (as that term is defmed in Rule 144(a)(3) under the U.S. Securities Act); (5) 
the seller does not intend to replace securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted 
securities; and (6) the sale is not a transaction, or part of a series of transactions, which, although in technical 
compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities 
Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act. 
Dated: 
X 
Authorized Signatory 
Name of Seller (please print) 
Name of Authorized Signatory (please print) 
Title of Authorized Signatory (please print) 
B-1 

Affirmation By Seller's Broker-Dealer (required for sales in accordance with Section (B)(2)(b) above) 
We have read the foregoing representations of our customer, 
(the 
"Seller") 
dated 
, with regard to our sale, for such Seller's account, of the securities of 
the Company described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that 
the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through 
the facilities of designated offshore securities market, (C) neither we, nor any person acting on our behalf, engaged in 
any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee 
or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary 
broker's commission that would be received by a person executing such transaction as agent. Terms used herein have 
the meanings given to them by Regulation S under the U.S. Securities Act. 
Name of Firm 
By: 
Authorized Officer 
Dated: 
B-2 








 
 
SECOND AMENDED AND RESTATED CONSULTING AGREEMENT 
 
DATED as of August 16, 2024  
 
BETWEEN: 
 
POET TECHNOLOGIES INC., a corporation incorporated under the 
laws of the Province of Ontario (the Corporation) 
- and - 
L5 CAPITAL INC., a corporation incorporated under the laws of British 
Columbia (the Consultant) 
 
 
RECITALS: 
 
A. The Consultant is experienced in structuring and negotiating corporate transactions in 
general and, specifically, with respect to technology companies. 
 
B. The Corporation wishes to engage the Consultant in an independent contractor capacity 
to provide special opportunity assessments and corporate development advice, and the 
Consultant is prepared to accept the engagement to do so. 
 
C. The Corporation and the Consultant (collectively, the “Parties”) are parties to an 
amended consulting agreement (the “Amended Consulting Agreement’) dated July 
16, 2024 which amended and restated the Original Agreement dated April 30, 2024. 
Subsequent to the execution of the Amended Consulting Agreement, the Parties 
determined that it would be in their respective best interest for the Consultant to provide 
services to the Corporation that are in addition to those provided for in the Amended 
Consulting Agreement and for the Corporation to provide additional compensation to the 
Consultant as a result of it providing such additional services. 
 
D. The Parties desire to amend and restate the Amended Consulting Agreement to reflect 
the foregoing agreements and on the terms set forth herein. 
 
 
E. The parties wish to memorialize their agreement in this amended and restated 
agreement, which shall be referred to as the “Second Amended Consulting 
Agreement.”  
 
 
 
THE PARTIES AGREE AS FOLLOWS: 
 
ARTICLE ONE – GENERAL 

 
 
 
1.01  
Services 
a) Definitions. All references to services in this Agreement are references to the specific 
services of a skilled and qualified person in respect of the matters described in Schedule A 
to this Agreement (the “Services”). 
b) Services. The Corporation hereby retains the Consultant to perform, and the Consultant 
hereby agrees to provide the Services in accordance with the terms and conditions set out 
in this Agreement. 
c) 
Authorized Representative. The Services of the Consultant will be provided through its 
employee, Marc Lustig, unless approval for the Services to be provided through another 
individual is first obtained in writing from the Corporation (the “Authorized 
Representative”). 
d) Instructing Corporate Representative. In connection with the Services, the Consultant shall 
take direction from, and shall report to, the Chief Executive Officer of the Corporation or the 
Chief Financial Officer of the Corporation, or such other person or persons as may be 
authorized by them (the “Instructing Corporate Representative”). For the purposes of 
this Agreement, instruction and direction by the Instructing Corporate Representative is 
instruction and direction by the Corporation. 
e) Commitment. The Consultant will commit such time and effort as is necessary, to perform 
the Services as set in this Agreement and as required by, and upon the direction of, the 
Corporation. 
f) 
Non-Exclusive. It is anticipated that the Consultant, including Authorized Representatives, 
may, from time to time during the term of this Agreement, be required to divert time to other 
projects. Consequently, the Consultant will provide the Services to the Corporation on a 
non-exclusive basis. 
 
1.02 
Term of Agreement  
The term of this Agreement shall continue from the date hereof (the 
Effective Date) for a period of 12 months, unless otherwise terminated in accordance with 
Article 5 below.  
 
ARTICLE TWO - REMUNERATION 
2.01          Remuneration  
a) Base Fee. In consideration of the Services provided, and to be provided, by the Consultant 
and the Authorized Representative on behalf of the Consultant under this Agreement, the 
Corporation shall pay to the Consultant a fee in the amount of USD$1,500,000 
(which excludes GST and HST) (the “Base Fee”) of which USD$750,000 shall be paid on 
April 30, 2024 and USD$750,000 shall be paid in equal quarterly instalments of 
USD$187,500 on each of the four quarters following the Effective Date, which for the 
purposes of this Agreement shall be deemed to be June 15, 2024, September 15, 2024, 
January 15, 2025 and April 15, 2025. Upon request of the Consultant, the payment 
schedule may be modified at the sole discretion of the Corporation. 
b) Additional Fee. In consideration of the Services provided for under the Amended 
Agreement that were in addition to those provided under the Original Agreement, and which 
have been provided, and Services that will be provided to the Corporation by the Consultant 
and the Authorized Representative on behalf of the Consultant under this Agreement 

 
 
subsequent to the date hereof, the Corporation shall pay to the Consultant a fee in 
the amount of USD$1,000,000 (which excludes GST and HST) (the “Additional Fee”), 
which shall be paid in two installments, one in the amount of US$500,000 on July 17, 2024 
and the second US$500,000 on July 29, 2024.  
c) 
Bonuses. At any time during the term of this Second Amended Agreement, the Corporation 
may pay cash bonuses to the Consultant in amounts and for reasons determined by the 
Corporation in its sole discretion, for exceptional and outstanding performance by the 
Consultant in connection with the Services described herein. 
d) Finders Fees.  In addition to the Base Fee, Additional Fee and Bonuses described above, 
the Corporation may pay a cash “Finders Fee” in an amount not to exceed 7.5% of the 
gross proceeds upon completion of an investment by institutional investors or high-net 
worth individual investors introduced by the Consultant to the Corporation. Such fees shall 
be negotiated on a case-by-case basis in advance of each anticipated transaction, and 
shall not be paid for any additional investment by MMCAP, Earth Corporation, or any other 
entity that has participated in an offering by the Corporation during the term of the Original 
Agreement and prior to the date of this Second Amended and Restated Consulting 
Agreement. 
e) M&A Fee. The Corporation may complete a business combination, amalgamation, merger, 
plan of arrangement, asset purchase or sale, or similar transaction (collectively, “M&A 
Transactions”) with a third party (an “M&A Counterparty”), and such M&A Transaction 
may result in either (i) the Corporation, directly or indirectly, owning or exercising control 
over the securities of the M&A Counterparty or owning a portion of the M&A Counterparty’s 
assets (a “Buy-side Business Combination”), or (ii) the M&A Counterparty, directly or 
indirectly, owning or exercising control over the voting or equity securities of the Corporation 
or a portion of the Corporation’s assets (a “Sell-Side Business Combination”, together 
with the Buy-side Business Combination, the “M&A Transactions”). If the Corporation 
completes an M&A Transaction, either during the term of this Agreement or for a period of 
36 months thereafter, then, at closing of the M&A Transaction, the Corporation shall pay 
the Consultant a fee payable in cash in accordance with Schedule A to this Agreement (the 
“M&A Fee”).  
 
2.02   Tax 
The Corporation shall be responsible for all sales, use and excise taxes, and any 
other similar taxes, duties and charges of any kind imposed by any federal, provincial or 
municipal governmental entity on any amounts payable by Corporation hereunder; provided 
that, in no event shall Corporation pay or be responsible for any taxes, statutory withholdings, 
deductions or remittances, imposed on or with respect to the Consultant's income, revenues, 
gross receipts, real or personal property, or other assets. 
 
ARTICLE THREE - COVENANTS OF THE CONSULTANT 
3.01 Services 
The Consultant shall perform the Services to the best of its ability and in a 
competent and professional manner. 
 
3.02 Indemnity 
a) The Consultant shall indemnify and save the Corporation harmless from and against all 

 
 
claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever 
which the Corporation or its officers, employees, and agents may suffer as a result of the 
willful misconduct or fraudulent activities of the Consultant and/or the Authorized 
Representatives in the performance or non-performance of this Agreement. 
b) The Corporation shall indemnify and save the Consultant harmless from and against all 
claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever 
which the Consultant or its officers, employees, shareholders or agents may suffer as a 
result of the willful misconduct or fraudulent activities of the Corporation and/or the 
Authorized Representatives in the performance or non-performance of this Agreement 
3.03 Information, Proprietary Rights & Non-Disclosure  
a) The Consultant recognizes that it may be exposed to, have access to and be engaged in 
the development of information (including all tangible and intangible manifestations) 
regarding the patents, copyrights, trademarks, trade secrets, technology, know-how and 
business of the Corporation. All of this information, except information that (i) is the subject 
of a patent, patent application, copyright, trademark or trade secret owned by the 
Consultant prior to the Effective Date or comes into the public domain after the Effective 
Date through no fault of the Consultant, or (ii) is received by the Consultant without an 
obligation of confidentiality from an unrelated third party that is not under an obligation of 
confidentiality to the Corporation and that has a legal right to disclose it, or (iii) that is in the 
public domain (collectively referred to as the “Proprietary Information”). 
b) During the term of this Agreement and for one (1) year after its termination, the Consultant 
will take all reasonable steps to keep in confidence all Proprietary Information. The 
Consultant will not use or disclose any Proprietary Information or anything related thereto 
without the written consent of the Corporation, except as required to perform the Services, 
provided however that any such disclosure to third parties is subject to those third parties 
executing a non-disclosure agreement with the Corporation. 
c) The Consultant agrees not to disclose or use the Proprietary Information for personal gain 
or for the benefit of any other individual or entity. 
d) The Consultant shall be entitled to rely upon and shall not be under any obligation to 
independently verify the accuracy and completeness of any information provided to it by the 
Corporation or any of the representations and warranties (oral or written) furnished or given 
to the Consultant hereunder by the Corporation or otherwise provided to (or caused to be 
provided to) the Consultant by the Corporation, including by any of its representatives or 
any disclosure made by the Corporation in any of the material or documents prepared by 
the Corporation (collectively the “Information Documents”) except to the extent that the 
Information Documents refer to the Consultant, the engagement of the Consultant 
hereunder and the Services of the Consultant provided hereunder. The Consultant shall 
be under no obligation to investigate any changes which may occur in the Information or 
the Information Documents or any of such representations and warranties subsequent to 
the date thereof. 
e) If any party to this Agreement, based on the advice of counsel, determines that a release 
of information regarding the existence or terms of this Agreement is required by law or 
regulation, then prior to any release of such information, that party will notify the other party 
as soon as practical and provide as much detail as possible in relation to the proposed 
disclosure and will endeavor in good faith to provide the other party with a minimum of five 
(5) business days to review and provide comments on the proposed release. The disclosing 
party will use its best efforts to incorporate comments of the other party to the extent 
consistent with fulfilling its legal obligations.  

 
 
3.04   Non-Disclosure of Third Party Information  
The Consultant understands that the Corporation has received and will receive 
from third parties information that is confidential or proprietary (“Third-Party Information”) and 
that such may be subject to restrictions on its use and disclosure. During the term of this 
Agreement and for a period of one (1) year after its termination, the Consultant will hold Third-
Party Information in the strictest confidence and will not disclose or use Third-Party Information 
except as permitted by the agreement between the Corporation and the relevant third party, 
unless authorized to act otherwise by an officer of the Corporation. 
 
ARTICLE FOUR – INDEPENDENT CONTRACTOR 
 
4.01 
Consultant Not an Employee  
a) It is expressly agreed, represented and understood that the parties hereto have entered into 
an arm’s length independent contract for the rendering of the Consultant Services and that 
the Consultant is not the employee, agent or servant of the Corporation. Further, this 
agreement shall not be deemed to constitute or create any partnership, joint venture, 
master-servant, employer-employee, principal-agent or any other relationship apart from 
an independent contractor and contractee relationship. 
b) Payments made to the Consultant hereunder shall be made without deduction at source by 
the Corporation for the purpose of withholding income tax or other employment related 
withholdings. 
c) Should the relationship between the Corporation and the Consultant be found in law to 
constitute an employment relationship, which conclusion is expressly denied, the 
Consultant agrees to indemnify the Corporation against any amounts which are found to be 
owing by way of employer contributions, withholdings, or termination or severance pay 
under any applicable legislation relating to employment status including without limitation 
the Income Tax Act, the Employment Standards Act, 2000, the Workplace Safety and 
Insurance Act, and legislation respecting the Canada Pension Plan and employment 
insurance and the Consultant agrees to hold the Corporation harmless for any and all such 
payments and any fines, interest or penalties arising from non-payment or failure to withhold. 
The Consultant warrants that it is registered for the purposes of the HST. 
 
ARTICLE FIVE - TERMINATION 
 
5.01 
 
Notwithstanding anything to the contrary herein contained, either party 
hereto may terminate this Agreement by providing two (2) weeks’ (14 calendar days) written 
notice to the other party hereto.  
 
5.02 
 
The termination of this Agreement under any provision of this Article 5 or 
Article 1 shall not terminate the obligation of the Corporation to pay to the Consultant any 
amount owing in accordance with Article 2 including, without limitation, the Base Fee, the 
Additional Fee, any earned Finders Fee or the M&A Fee. 
ARTICLE SIX - INTERPRETATION AND ENFORCEMENT 
 
6.01    Sections and Headings 
The division of this Agreement into articles and sections and the insertion of 
headings are for the convenience of reference only and shall not affect the construction or 

 
 
interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar 
expressions refer to this Agreement and not to any particular article, section or other portion 
hereof and include any agreement or instrument supplemental or ancillary hereto. Unless 
something in the subject matter or context is inconsistent therewith, references herein to articles 
and sections are to articles and sections of this Agreement. 
6.02  Number 
In this Agreement words importing the singular number only shall include the 
plural and vice versa and words importing any gender shall include all genders and words 
importing persons shall include individuals, partnerships, associations, trusts, unincorporated 
organizations and corporations and vice versa. 
6.03  Benefit of Agreement  
This Agreement shall enure to the benefit of and be binding upon the successors, 
assigns, administrators and legal personal representatives of the Corporation and the 
Consultant respectively. 
6.04  Entire Agreement  
This Agreement constitutes the entire agreement between the parties with 
respect to the subject matter hereof and cancels and supersedes any prior understandings and 
agreements between the parties hereto with respect thereto. There are no representations, 
warranties, forms, conditions, undertakings or collateral agreements, express implied or 
statutory between the parties other than as expressly set forth in this Agreement. 
6.05   Amendments and Waivers  
No amendment to this Agreement shall be valid or binding unless set forth in 
writing and duly executed by both of the parties hereto. No waiver of any breach of any term or 
provision of this Agreement shall be effective or binding unless made in writing and signed by 
the party purporting to give the same and, unless otherwise provided in the written waiver, shall 
be limited to the specific breach waived. 
6.06    Assignment  
This Agreement may not be assigned by the Consultant or the Corporation.  
6.07  Severability 
If any provision of this Agreement is determined to be invalid or unenforceable 
in whole or in part, such invalidity or unenforceability shall attach only to such provision or part 
thereof and the remaining part of such provision and all other provisions hereof shall continue 
in full force and effect. 
6.08 Notices 
Any demand, notice or other communication (hereinafter in this section 6.08 
referred to as a “Communication”) to be made or given in connection with this Agreement shall 
be made or given in writing and may be made or given by personal delivery or by registered 
mail or by email addressed to the recipient as follows: 
 
To the Corporation: 
 
POET Technologies Inc.  
120 Eglinton Avenue East, Suite 1107 

 
 
Toronto, Ontario, M4P 1E2 
Attention: Thomas R. Mika, EVP&CFO 
Email: tm@poet-technologies.com 
 
To the Consultant: 
L5 Capital Inc. 
885 West Georgia Street, Suite 2200 
Vancouver, British Columbia, V7C 3E8  
Attention: Marc Lustig, Director 
Email: mlustig.L5capital@gmail.com 
 
or such other address or individual as may be designated by notice by either party to the other. 
Any Communication made or given by personal delivery shall be conclusively deemed to have 
been given on the day of actual delivery thereof and, if made or given by registered mail, on the 
fifth day, other than a Saturday, Sunday or statutory holiday in Ontario, following the deposit 
thereof in the mail and, if given by e-mail, on the sender receiving electronic confirmation of the 
e-mail being sent. If the party giving any Communication knows or ought reasonably to know of 
any difficulties with the postal system which might affect the delivery of the mail, any such 
Communication shall not be mailed but shall be made or given by personal delivery. Any 
Communication delivered by email shall be conclusively deemed to have been given on the day 
of the actual delivery thereof. 
6.09     Governing Law 
This Agreement shall be governed by and construed in accordance with the laws 
of the Province of Ontario and the laws of Canada applicable therein. 
6.10     Attornment  
For the purpose of all legal proceedings this Agreement shall be deemed to have 
been performed in the Province of Ontario and the courts of the Province Ontario shall have 
jurisdiction to entertain any action arising under this Agreement. The Corporation and the 
Consultant each hereby attorns to the jurisdiction of the courts of the Province of British 
Columbia provided that nothing herein contained shall prevent the Corporation from proceeding 
at its election against the Consultant in the courts of any other province or country. 
6.11  Currency 
Except as otherwise noted, all dollar figures herein are expressed in United States 
Dollars. 
6.12  Copy of Agreement  
The Consultant hereby acknowledges receipt of a copy of this Agreement 
duly signed by the Corporation. 
6.13  Amendment and Restatement  
This Agreement amends and restates the Amended Consulting Agreement in its entirety effective as of 
the date hereof. 
This Agreement has been executed by the parties. 
 
Signature page follows: 

 
 
 
 
 
 
 
 
 
 
 
 
POET TECHNOLOGIES INC. 
 
 
 
 
 
 
 
 
 
 
 
Per:  
 
 
 
 
 
 
 
 
 
 
 
 
 
        Thomas R. Mika 
 
 
 
 
 
 
 
 
        Authorized Signatory 
 
 
 
 
 
 
 
 
 
 
 
 
 
L5 CAPITAL INC. 
 
 
 
 
 
 
 
 
 
 
 
Per:  
 
 
 
 
 
 
 
 
 
 
 
 
 
        Marc Lustig 
 
 
 
 
 
 
 
 
        Authorized Signatory 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
SCHEDULE A 
 
Description of Services 
 
The Consultant will provide Services the Corporation designed to assess special and 
corporate financing opportunities and also provide advice on corporate development, 
including, but not limited to the following: 
 
a) providing strategic advisory advice to the Corporation; 
b) providing advice to the Corporation as to structuring, pricing and timing strategies 
relevant to any offering of securities of the Corporation as may be undertaken by 
the Corporation; 
c) providing advice to the Corporation with regard to any potential transaction as may 
be proposed by a person or persons to acquire control of the Corporation, or any 
proposal by the Corporation to acquire control of another company or business;  
d) providing such other advisory Services as the Corporation and the Consultant agree 
are appropriate in the circumstances;  
e) providing advisory services with respect to the liquidation, sale, restructuring, or 
reorganization of the Corporation’s joint venture with Super Photonics Xiamen;  
f) conducting financial and valuation analysis and providing the Corporation with 
advice as to the appropriate valuation and other financial considerations of an M&A 
Transaction; and 
g) assisting the Corporation in developing and implementing its strategy and process 
with respect to an M&A Transaction. 
The Consultant will perform the Services in a diligent, professional, and efficient manner to 
preserve and enhance the Corporation’s corporate image. 
It is understood that the Consultant is not registered in any capacity under applicable 
securities legislation in the Province of British Columbia or any other jurisdiction (including, 
without restriction, as a dealer or an advisor) and that the Services to be performed by the 
Consultant shall not include any trading or acts in furtherance of trading of, or advising in 
relation to, securities on behalf of the Corporation or any affiliate of the Corporation or any 
other person other than as may be permitted under any available exemption from the 
registration requirements of applicable securities legislation. The Consultant will not and 
shall not be required to perform any Services enumerated hereunder if, under the 
circumstances at the time such Services would be rendered (including without limitation any 
offerings or sales of securities by the Corporation or any affiliate of the Corporation at or 
about the same time), performance of such Services might reasonably be considered to 
constitute participation, directly or indirectly, in any trading or acts in furtherance of trading 
in securities of the Corporation or any other issuer, other than as may be permitted under 
any available exemption from the registration requirements of applicable securities 
legislation. It is further understood that the Consultant is not an investor relations or public 
relations consultant and has not been engaged to provide “investor relations activities” as 
such term is defined under applicable securities legislation. 
It is acknowledged that the Consultant will give notice to the Corporation any circumstance 
in which the Consultant and/or any Authorized Representative has a conflict of interest in 
respect of a particular corporate opportunity where the consultant’s Services are requested. 
 
 
 
 

 
SCHEDULE B 
 
M&A Fee Calculation 
 
Transaction Fee (payable in U.S. dollars) 
In the event that an M&A Transaction becomes payable in accordance with Section 2.01(b) of the 
Agreement, the Corporation will pay to the Consultant the M&A Fee, which will be equal to the product 
of each Transaction Fee Percentage listed in Table 1 below and each portion of the Transaction Value 
(defined hereunder) contained within the total Transaction Value for such M&A Transaction. 
Table 1: Transaction Fee Percentage at Various Transaction Values 
Portion of Transaction Value (USD$) 
Transaction Fee Percentage 
Equal to or less than $1,000,000 
5.0% 
$1,000,001 to $2,000,000 
4.5% 
$2,000,001 to $5,000,000 
4.0% 
$5,000,001 to $10,000,000 
3.0% 
$10,000,001 to $20,000,000 
2.0% 
Over $20,000,000 
1.5% 
“Transaction Value” means the total cash and non-cash proceeds and other consideration paid or to 
be paid in the future or received or to be received in the future directly or indirectly by the Corporation 
or its securityholders pursuant to the M&A Transaction, including contingent consideration, wherein any 
non-cash proceeds shall be valued based upon the stated non-cash proceeds’ pricing or, if such non-
cash proceeds are traded on a public market, valued using the volume weighted daily average market 
price (the “VWAP”) for those securities for the five (5) trading days preceding the date that the M&A 
Transaction is announced, or, if the M&A Transaction is not announced, the VWAP for those securities 
for the five (5) trading days preceding the closing date of the M&A Transaction. 
 

Exhibit 12.1 
  
CERTIFICATION PURSUANT TO  
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 
  
I, Suresh Venkatesan, certify that: 
  
1.
I have reviewed this annual report on Form 20-F of POET Technologies Inc.;
  
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the company as of, 
and for, the periods presented in this report;
4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over 
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: 
  
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to the company, including its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared; 
  
(b) Designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles; 
  
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the 
period covered by this report based on such evaluation; and 
  
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred 
during the period covered by the annual report that has materially affected, or is reasonably likely to materially 
affect, the company’s internal control over financial reporting; and
5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the company’s auditors and the audit committee of the company’s board of 
directors (or persons performing the equivalent functions): 
  
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, 
summarize and report financial information; and 
  
(b) Any fraud, whether or not material, that involves management or other employees who have a significant 
role in the company’s internal control over financial reporting. 
Date: March 31, 2025 
  
By:
/s/ Suresh Venkatesan 
Suresh Venkatesan 
Chief Executive Officer
  

  
  

Exhibit 12.2 
  
CERTIFICATION PURSUANT TO  
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 
  
I, Thomas Mika, certify that: 
  
1.
I have reviewed this annual report on Form 20-F of POET Technologies Inc.;
  
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements 
were made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the company as of, 
and for, the periods presented in this report;
4.  The company’s other certifying officer and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over 
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: 
  
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed under our supervision, to ensure that material information relating to the company, including its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared; 
  
(b) Designed such internal control over financial reporting, or caused such internal control over financial 
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of 
financial reporting and the preparation of financial statements for external purposes in accordance with 
generally accepted accounting principles; 
  
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this 
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the 
period covered by this report based on such evaluation; and 
  
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred 
during the period covered by the annual report that has materially affected, or is reasonably likely to materially 
affect, the company’s internal control over financial reporting; and
5.  The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal 
control over financial reporting, to the company’s auditors and the audit committee of the company’s board of 
directors (or persons performing the equivalent functions): 
  
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over 
financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, 
summarize and report financial information; and 
  
(b) Any fraud, whether or not material, that involves management or other employees who have a significant 
role in the company’s internal control over financial reporting. 
Date: March 31, 2025 
  
By: /s/ Thomas Mika
Thomas Mika
Chief Financial Officer
  

  
  

Exhibit 13.1 
  
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
  
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, 
Suresh Venkatesan, the Chief Executive Officer of POET Technologies Inc. (the "Company"), hereby certify, 
that, to my knowledge: 
  
1. The Annual Report on Form 20-F for the year ended December 31, 2024 (the "Report") of the Company fully 
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
  
2. The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company. 
  
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of 
the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose. 
  
  
Date: March 31, 2025 
  
/s/ Suresh Venkatesan
 
Name: Suresh Venkatesan 
Title: Chief Executive Officer 

Exhibit 13.2 
  
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 
1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
  
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, 
Thomas Mika, the Chief Financial Officer of POET Technologies Inc. (the "Company"), hereby certify, that, to 
my knowledge: 
  
1. The Annual Report on Form 20-F for the year ended December 31, 2024 (the "Report") of the Company fully 
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
  
2. The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company. 
  
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of 
the Sarbanes- Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose. 
  
  
Date: March 31, 2025 
  
/s/ Thomas Mika
 
Name: Thomas Mika 
Title: Chief Financial Officer