AGORACOM Small-cap Investor Relations Blog

Clarifies Position on Implementation of Potential Share Consolidation

• Added approximately C$24 million (US$18.8 million) to the Company’s cash balance as a result of the successful closing of a brokered private placement, warrants and stock options exercised since October 1, 2020.

TORONTO, Feb. 17, 2021 — POET Technologies Inc. (” POET ” or the ” Company “) (TSX Venture: PTK; OTCQX: POETF), the designer and developer of the POET Optical Interposer™ and Photonic Integrated Circuits (PICs) for the data center and tele-communication markets, has added approximately C$24 million (US$18.8 million) to the Company’s cash balance as a result of the successful closing of a brokered private placement, warrants and stock options exercised since October 1, 2020.

Exercise of Options and Warrants
The Company revealed that it had received approximately C$10 million from the exercise of options and warrants since October 1, 2020. Approximately C$2.7 million (US$2.1 million) came from the exercise of approximately 7 million options by former employees and directors at prices ranging from C$0.28 to $0.52. Approximately C$7.3 million (US$5.7 million) in proceeds came from the exercise of warrants from its public offering in November 2016 in which 34.8 million units, consisting of one common share and one common share purchase warrant with an exercise price of C$0.52 per share were placed. The majority of those warrants remained unexercised until recently. From November 2, 2016 through September 30, 2020 only 2.8 million had been exercised. Since the beginning of Q4 2020, warrant holders have exercised approximately 14 million of the 32 million warrants outstanding, with approximately 18 million still unexercised. The Company believes that the outstanding warrants are held mainly by Canadian investors. If fully exercised, the remaining warrants would result in proceeds of approximately C$9.4 million (US$7.3 million) being realized by the Company. If unexercised, the warrants will expire on November 2, 2021.

Warrants Associated with Convertible Debentures
The Company also issued warrants in connection with its private placement of 2-year Convertible Debentures (the “Debentures”) in the period April through September 2019. Holders of the Debentures have the option of redeeming for cash or converting into units consisting of one common share and one common share purchase warrant. The common share purchase warrant forming a part of such unit has an exercise price of C$0.50 per share. Approximately C$5 million (US$3.75 million) worth of the Debentures were issued representing approximately 12.5 million warrants that would be issuable upon conversion into units. Since being issued, the Company’s debt has been reduced by C$750,000 resulting in the issuance of 1.875 million shares and an equal number of warrants. Assuming all of the remaining Debentures are converted and the associated warrants exercised, the remainder of the Company’s debt would be extinguished, and it would issue an additional 10.6 million units. Upon exercise of the associated warrants, the Company would receive an additional C$5.3 million (US$4.1 million).   Depending on the purchase date, holders of the Debentures have between approximately 2 and 7 months remaining from the date of this press release to convert or redeem the Convertible Debentures.

Special Meeting
The Company clarified its intention for the Special Meeting to be held on Friday, February 19, 2021, which is being held for the sole purpose of seeking authorization from the Company’s shareholders to amend the articles of the Company to enable the Board of Directors to consolidate the total outstanding shares within a certain range. The proposed range, to be effected if, as and when the Board of Directors determines within its sole discretion to do so, is on the basis of one post-Consolidation Common Share for a number of pre-Consolidation Common Shares of between two and 14. Thomas Mika, Executive Vice President and Chief Financial Officer, made the following statement: “The purpose of seeking authorization from the shareholders for a consolidation is both to enable an additional listing on the NASDAQ Capital Market and to offer a combination of share price and total shares outstanding that meets or exceeds the minimum requirements of some of the larger institutional investors in the United States and Canada. The Board of Directors intends to consolidate shares only in connection with the additional listing and to do so only when the timing is appropriate, both internally and when market conditions allow. We cannot predict when conditions may be appropriate so we cannot say for certain when a consolidation may be implemented. Until then, we intend to continue to be listed on the TSX Venture Exchange (the “TSXV”) in Canada and on the OTCQX in the United States. So far, we are pleased to say that we have received overwhelming support for the resolution that will be voted on Friday.”

The authority of the Board to consolidate the shares in its sole discretion is conditional upon the prior approval of the Company’s shareholders and the TSXV. If approved by the Company’s shareholders and the TSXV, the consolidation would take place upon a decision by the Company’s Board of Directors within the proposed range agreed to by the shareholders following approval.

The Company will hold its Special Meeting virtually at 1:00pm EST on February 19, 2021 via the LUMI Meeting platform. A Management Information Circular in respect of the meeting has been mailed to shareholders and is available under the profile of the Company on SEDAR. Only registered shareholders, or shareholders with control numbers will be able to attend. No presentation by company management will be conducted and questions will be limited solely to the formal business of the meeting.

The Company also reported that its Total Shares Outstanding increased in recent weeks to 332,338,897 as a result of the successful closing of a brokered private placement, warrants and stock options exercised since October 1, 2020 which added approximately C$24 million (US$18.8 million) to the Company’s cash balance.

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• Completed its previously announced brokered private placement (the “Placement”) of 14,706,000 units of the Company (the “Units”) at a price of $0.85 per Unit (the “Issue Price”) for gross proceeds of approximately $12.5 million.
• Founder and former chairman of Origin House, Marc Lustig was the lead participant in the Placement.

TORONTO, Feb. 11, 2021 — POET Technologies Inc. (“POET” or the “Company”) (TSX Venture: PTK; OTCQX: POETF), the designer and developer of the POET Optical Interposer™ and Photonic Integrated Circuits (PICs) for the data center and tele-communication markets, announces that it has completed its previously announced brokered private placement (the “Placement”) of 14,706,000 units of the Company (the “Units”) at a price of $0.85 per Unit (the “Issue Price”) for gross proceeds of approximately $12.5 million. Founder and former chairman of Origin House, Marc Lustig was the lead participant in the Placement.

Cormark Securities Inc. acted as lead agent together with a syndicate of agents that included IBK Capital Corp. and PI Financial Corp. (collectively, the “Agents”). The Agents exercised in full an option (the “Agents’ Option”) for the purchase of an additional 2,941,200 Units on the same terms. Gross proceeds from the exercise of the Agents’ Option were approximately $2.5 million bringing the aggregate proceeds raised from the Placement to approximately $15.0 million from the issuance of the cumulative 17,647,200 Units.

Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Common Share at a price of $1.15 per Common Share for a period of 24 months from the issuance date thereof. The Warrants are subject to an accelerated expiry, exercisable at the option of the Company, if, on or following the date that is four months and one day after the date of issuance of the Units and prior to the expiry date of the Warrants, the daily volume weighted average trading price of the Common Shares exceeds $2.30 for ten consecutive trading days. The Issue Price represents a discount of 5.5% of the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (“TSXV”) for the 5 trading days ended immediately prior to the announcement of the Placement on January 26, 2021.

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• Announced a brokered private placement led by Cormark Securities Inc. of up to 11.8 million units at a price of $0.85 per Unit, to raise gross proceeds of up to $10.0 million .
• Marc Lustig , founder and former Chairman of Origin House has committed to be a lead participant in the Placement.

TORONTO , Jan. 26, 2021 – POET Technologies Inc. (” POET ” or the ” Company “) (TSX Venture: PTK) (OTCQX: POETF), the designer and developer of the POET Optical Interposer™ and Photonic Integrated Circuits (PICs) for the data center and tele-communication markets, is pleased to announce a brokered private placement (the ” Placement “) led by Cormark Securities Inc. (” Cormark “) of up to 11.8 million units (the ” Units “) at a price of $0.85 per Unit, to raise gross proceeds of up to $10.0 million . Marc Lustig , founder and former Chairman of Origin House has committed to be a lead participant in the Placement.

Suresh Venkatesan , Chairman and CEO of POET Technologies commented: “We are extremely pleased to see this investment led by Marc Lustig , a well-known Canadian entrepreneur and investor. We are happy to have Marc as a supporter at this point in POET’s growth plan and the proceeds of this offering will strengthen the Company’s balance sheet while streamlining the Company’s plans to seek an additional listing for its Common Shares on NASDAQ Capital Market.”

Each Unit will consist of one common share of the Company (a ” Common Share(s) “) and one Common Share purchase warrant (a ” Warrant “). Each Warrant will entitle the holder to purchase one additional Common Share at a price of $1.15 per Common Share for a period of 24 months following the closing of the Placement. The Warrants are subject to an accelerated expiry if, following the date that is four months and one day after the date of issuance of the Units and prior to the expiry date of the Warrants, the daily volume weighted average trading price of the Shares exceeds $2.30 for ten consecutive trading days. The Placement price of $0.85 per Unit represents a discount of 5.5% of the VWAP (volume weighted average price) of POET’s Common Shares on the TSX Venture Exchange (” TSXV “) for the 5 trading days ended January 25, 2021 .

Closing of the Placement is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSXV. Closing of the Placement is anticipated to occur on or about February 11, 2021.

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