POET Technologies Announces Closing of C$4.4 Million Private Placement of Units
December 2, 2022
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario, December 2, 2022 – POET Technologies Inc. ("POET" or the "Corporation") (TSXV: PTK; NASDAQ: POET), the designer and developer of the POET Optical Interposer™, Photonic Integrated Circuits (PICs) and light sources for the data center, tele-communication and artificial intelligence markets, announces that it has completed its previously announced non-brokered private placement (the "Offering") of an aggregate 1,126,635 units of the Corporation (the "Units") at a price of C$3.81 (US$2.78) per Unit for aggregate gross proceeds of C$4,292,479.35 (US$3,132,045.30).
Each Unit consists of one common share of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant of the Corporation (each whole Common Share purchase warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$4.95 (US$3.61) per Common Share for a period of three years following the closing date of the Offering.
In connection with the Offering, the Corporation will pay an aggregate cash finder's fee of C$57,897.35 (US$42,090.17) to Research Capital Corporation, Worldsource Capital, IBK Capital and Nuoxin Co. Ltd. as consideration for the provision of certain finder services to the Corporation.
Glen Riley, a director of the Corporation, subscribed for 10,000 Units under the Offering for gross proceeds of C$38,100 (US$27,800). As a director of the Corporation, Mr. Riley is an "insider" of the Corporation and his participation under the Offering is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation did not file a material change report more than 21 days before the expected closing date of the Offering as the details of the Offering and the participation therein by the "related party" of the Corporation were not settled until shortly prior to the closing of the Offering and the Corporation wished to close the Offering on an expedited basis for sound business reasons. With respect to the insider's purchase of Units, the Corporation is exempt from the formal valuation requirement in section 5.4 of MI 61-101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of such insider's subscription is not more than 25% of the Corporation's market capitalization. Additionally, the Corporation is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) of MI 61-101, as the fair market value of such insider's purchase of Units is not more than 25% of the Corporation's market capitalization.
The securities issued in connection with the Offering are subject to a statutory hold period of four months from the date of issuance in accordance with applicable securities legislation. The Offering is subject to final acceptance of the TSX Venture Exchange. The Warrants will not be listed on any exchange.
This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About POET Technologies Inc.
POET Technologies is a design and development company offering integration solutions based on the POET Optical Interposer™ a novel platform that allows the seamless integration of electronic and photonic devices into a single multi‐chip module using advanced wafer‐level semiconductor manufacturing techniques and packaging methods. POET’s Optical Interposer eliminates costly components and labor‐intensive assembly, alignment, burn‐in and testing methods employed in conventional photonics. The cost‐efficient integration scheme and scalability of the POET Optical Interposer brings value to any device or system that integrates electronics and photonics, including some of the highest growth areas of computing, such as Artificial Intelligence (AI), the Internet of Things (IoT), autonomous vehicles and high‐speed networking for cloud service providers and data centers. POET is headquartered in Toronto, with operations in Allentown, PA, Shenzhen, China and Singapore. More information may be obtained at www.poet‐technologies.com.\
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward‐looking information" (within the meaning of applicable Canadian securities laws) and "forward‐looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include the Corporation's [expectations with respect to the Offering].
Such forward‐looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management’s expectations with respect to the performance of Corporation's technology. Actual results could differ materially due to a number of factors, including, without limitation, failure of its products to meet management's performance requirements or expectations; the ability of the Corporation to obtain necessary approvals to complete the Offering or to satisfy the requirements of the TSX Venture Exchange with respect to the Offering. Although the Corporation believes that the expectations reflected in the forward‐looking information or statements are reasonable, prospective investors in the Corporation’s securities should not place undue reliance on forward‐looking statements because the Corporation can provide no assurance that such expectations will prove to be correct. Forward‐looking information and statements contained in this news release are as of the date of this news release and the Corporation assumes no obligation to update or revise this forward-looking information and statements except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2‐ Tel: 416‐368‐9411 ‐ Fax: 416‐322‐5075
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