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POET TECHNOLOGIES INC. US$300,000,000

Common Shares

Debt Securities

Convertible Securities

Subscription Receipts

Warrants

Units

POET Technologies Inc. (the "Corporation" or "POET") may, from time to time, offer and issue common shares ("Common Shares"), debt securities ("Debt Securities"), securities convertible into or exchangeable for Common Shares and/or other securities ("Convertible Securities"), subscription receipts, each of which, once purchased, entitle the holder to receive upon satisfaction of certain release conditions, and for no additional consideration, one or more Common Shares or a combination of Common Shares and Warrants ("Subscription Receipts"), warrants to purchase Common Shares and/or other Securities (as defined herein) (together, "Warrants"), and units comprised of a combination of any of the above ("Units" and, together with all of the foregoing, "Securities") in an aggregate initial offering price of up to US$300,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be), in one or more transactions during the 25 month period that this short form prospectus (the "Prospectus"), including any amendments hereto, remains effective. Securities may be offered for sale separately or in combination with one or more other Securities, in amounts, at prices and on such terms as the Corporation may determine from time to time depending upon its financing requirements, prevailing market conditions at the time of sale and other factors. Any offering made pursuant to this Prosp