F-10

As filed with the Securities and Exchange Commission on September 1, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

POET TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Province of Ontario, Canada	3674
(Province or other jurisdiction of	(Primary Standard Industrial
incorporation or organization)	Classification Code Number (if applicable))

120 Eglinton Avenue East, Ste. 1107

Toronto, Ontario

M4P 1E2, Canada

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Katten Muchin Rosenman LLP
525 W. Monroe Street Chicago, IL 60661-3693 Attn: Mark D. Wood
(312) 902-5200 Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, Ontario M5X 1A4, Canada Attn: James Clare (416) 777-6245

Approximate date of commencement of proposed sale of the securities to public:

From time to time after the effective date of this Registration Statement.

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box below):

A.	☐	upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).
B.	☒	at some future date (check appropriate box below)
	1.	☐	pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
	2.	☐	pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
	3.	☒	pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
	4.	☐	after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per unit (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Shares (no par value)
Debt Securities
Convertible Securities
Subscription Receipts
Warrants
Rights
Units
Total	US$50,000,000	(2)	US$50,000,000	US$5,035

(1)

There are being registered under this Registration Statement such indeterminate number of common shares, debt securities, convertible securities, subscription receipts, warrants, rights and units of the Registrant as shall have an aggregate initial offering price not to exceed US$50,000,000 (or its equivalent thereof in Canadian dollars). Any securities registered under this Registration Statement may be sold separately or as units with other securities registered under this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities under this Registration Statement.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act of 1933 or such date as the Commission, acting pursuant to Section 8(a) of the Act, may determine.

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

Preliminary Short Form Base Shelf Prospectus

New Issue August 31, 2016

POET Technologies Inc.

US$50,000,000

Common Shares

Debt Securities

Convertible Securities

Subscription Receipts

Warrants

Rights

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 warrants to purchase Debt Securities (together, "Warrants"), rights exercisable to acquire, or convertible into, Common Shares and/or other securities ("Rights"), 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$50,000,000 (or the equivalent thereof in other currencies based on the applicable exchange rate at the time of the offering) during the 25 month period that this short form prospectus (the "Prospectus"), including any amendments hereto, remains in effect. 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 Prospectus is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated herein, have been prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Corporation is incorporated or organized under the laws of Canada, that some of its officers and directors are residents of Canada, that some or all of the underwriters or experts that may be named in the Registration Statement (as defined below) may be residents of Canada, and that all or a substantial portion of the assets of the Corporation and said persons may be located outside the United States.

1

These securities have not been approved or disapproved by the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission or regulatory authority nor has the SEC or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.

The specific terms of any offering of Securities will be set forth in an applicable Prospectus Supplement (a "Prospectus Supplement") and may include, where applicable: (i) in the case of Common Shares, the number of Common Shares offered and the issue price; (ii) in the case of Debt Securities, the specific designation, aggregate principal amount, the maturity, interest provisions, authorized denominations, offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms and any other terms specific to the Debt Securities being offered; (iii) in the case of Convertible Securities, the number of Convertible Securities offered, the offering price, the procedures for the conversion or exchange of such Convertible Securities into or for Common Shares and/or other Securities and any other specific terms; (iv) in the case of Rights, the designation, number and terms of the Common Shares, Warrants, Debt Securities or Convertible Securities purchasable upon exercise of the Rights, any procedures that will result in the adjustment of these numbers, the date of determining the shareholders entitled to the Rights distribution, the exercise price, the dates and periods of exercise and any other terms specific to the Rights being offered; (v) in the case of Warrants, the designation, number and terms of the Common Shares or Debt Securities issuable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise and any other specific terms; and (vi) in the case of Units, the designation, number and terms of the Common Shares, Warrants, Debt Securities or Convertible Securities forming part of the Units, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise, the currency in which the Units are issued and any other terms specific to the Units being offered. A Prospectus Supplement may include specific variable terms pertaining to the Securities that are not within the parameters described in this Prospectus.

All shelf information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to prospective purchasers together with this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the offering of Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may sell Securities to or through underwriters or dealers designated by the Corporation from time to time and may also sell Securities directly to purchasers pursuant to applicable statutory exemptions or through agents. Underwriters, dealers or agents with respect to the Securities sold to or through underwriters, dealers or agents will be named in the Prospectus Supplement relating to that particular offering of Securities. The Prospectus Supplement relating to a particular offering of Securities will also set forth the terms of the offering of Securities including, to the extent applicable, any fees, discount or other remuneration payable to the underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the initial issue price (in the event the offering is a fixed price distribution), the manner of determining the issue price(s) (in the event the offering is a non-fixed price distribution), the proceeds that the Corporation will receive and any other material terms of the plan of distribution. Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution of the Securities.

No underwriter, dealer or agent has been involved in the preparation of this short form Prospectus or performed any review of the contents of this short form Prospectus. See "Plan of Distribution".

Subject to applicable securities legislation and except as set out in a Prospectus Supplement relating to a particular offering of Securities, in connection with any offering of Securities under this short form Prospectus, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. These transactions, if commenced, may be interrupted or discontinued at any time. See "Plan of Distribution".

This Prospectus, together with an applicable Prospectus Supplement, qualifies the issuance of Debt Securities. The Corporation has no long-term debt as of the date hereof and had no long-term debt as of December 31, 2015 and March 31, 2016. Though the Corporation has no long-term debt to service, the Corporation also has limited financial resources and negative cash flow. As a result of the foregoing, the earnings coverage ratios for the year ended December 31, 2015 and the twelve-month period ended June 30, 2016 are less than one-to-one.

The Corporation's issued and outstanding Common Shares are listed on the TSX Venture Exchange ("TSXV") under the symbol "PTK" and quoted for trading on the OTCQX under the symbol "POETF". The closing price of the Common Shares on the TSXV and on the OTCQX on August 30, 2016, the last trading day prior to the date of this Prospectus, was CAD$0.80 and US$0.60, respectively.

2

Any offering of Securities other than Common Shares will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Securities will not be listed on any securities exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Securities other than Common Shares may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Securities in the secondary market (if any), the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. A prospective investor should be aware that the purchase of Securities may have tax consequences both in Canada and the United States. Prospective investors should read the tax discussion, if any, in the applicable Prospectus Supplement and consult with an independent tax advisor. See "Risk Factors".

Messrs. Todd A. DeBonis, David E. Lazovsky, Ajit Manocha, Suresh Venkatesan and Mohandas Warrior are each directors of the Corporation that reside outside of Canada. Each of the foregoing has appointed Bennett Jones LLP as agents for service of process at 3400 One First Canadian Place, PO Box 130, Toronto, Ontario M5X 1A4. Prospective investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person who resides outside of Canada, even if the party has appointed an agent for service of process.

Investors should rely only on the information contained or incorporated by reference in the Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide investors with different or additional information. If anyone provides investors with different or additional information, investors should not rely on it. The Corporation is not making an offer to sell or seeking an offer to buy Securities in any jurisdiction where the offer or sale is not permitted. Investors should assume that the information contained in the Prospectus and any applicable Prospectus Supplement is accurate only as at the date on the front of those documents and that information contained in any document incorporated by reference is accurate only as at the date of that document, regardless of the time of delivery of the Prospectus and any applicable Prospectus Supplement or of any sale of the Corporation’s securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since those dates.

Market data and certain industry forecasts used in the Prospectus and any applicable Prospectus Supplement and the documents incorporated by reference in the Prospectus and any applicable Prospectus Supplement were obtained from market research, publicly available information, and/or industry publications. The Corporation believes that these sources are generally reliable, but the accuracy and completeness of this information is not guaranteed. The Corporation has not independently verified this information, and the Corporation does not make any representation as to the accuracy of this information.

The head office of the Corporation is Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario M4P 1E2.

3

TABLE OF CONTENTS

Page

INTERPRETATION	5
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION	5
DOCUMENTS INCORPORATED BY REFERENCE	6
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT	7
AVAILABLE INFORMATION	7
POET TECHNOLOGIES INC.	8
RECENT DEVELOPMENTS	8
PLAN OF DISTRIBUTION	9
USE OF PROCEEDS	10
DESCRIPTION OF SHARE CAPITAL	10
EARNINGS COVERAGE RATIO	10
DESCRIPTION OF DEBT SECURITIES	10
DESCRIPTION OF CONVERTIBLE SECURITIES	12
DESCRIPTION OF SUBSCRIPTION RECEIPTS	13
DESCRIPTION OF WARRANTS	14
DESCRIPTION OF RIGHTS	15
DESCRIPTION OF UNITS	16
PRIOR SALES	17
MARKET FOR SECURITIES	18
RISK FACTORS	18
CERTAIN INCOME TAX CONSIDERATIONS	22
ENFORCEABILITY OF CIVIL LIABILITIES	22
LEGAL MATTERS	23
AUDITORS, TRANSFER AGENT AND REGISTRAR	23
INTERESTS OF EXPERTS	23
PURCHASERS' STATUTORY RIGHTS	23

4

INTERPRETATION

In this Prospectus, unless otherwise indicated or the context otherwise requires, the terms “POET”, the “Corporation”, the “Issuer”, “we”, “us” and “our” are used to refer to POET Technologies Inc. and its subsidiaries.

The address of the Corporation’s website is http://www.poet-technologies.com. Information contained on POET's website does not form part of this Prospectus nor is it incorporated by reference herein. Prospective investors should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized any person to provide different information.

Unless otherwise indicated, all dollar amounts in this Prospectus are expressed in United States dollars. Canadian dollars are stated as “CAD$”. On August 30, 2016, the last business day before the date of this Prospectus, the noon exchange rate as quoted by the Bank of Canada was CAD$1.3076 = US$1.00.

The Securities being offered for sale under this Prospectus may only be sold in those jurisdictions in which offers and sales of the Securities are permitted. This Prospectus is not an offer to sell or a solicitation of an offer to buy the Securities in any jurisdiction where it is unlawful. The information contained in this Prospectus is accurate only as at the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of the Securities.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains forward-looking statements and forward-looking 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 forward-looking 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.

The forward-looking statements and information in this Prospectus are subject to various risks and uncertainties, including those described under the heading “Risk Factors” as well as under the heading "Risk Factors" in the Corporation's AIF (as defined herein), many of which are difficult to predict and generally beyond the control of the Corporation, including without limitation risks:

 • associated with the Corporation's limited operating history;

 • associated with the Corporation's need for additional financing, which may not be available on acceptable terms or at all;

 • that the Corporation will not be able to compete in the highly competitive semiconductor market;

 • that the Corporation's objectives will not be met within the time lines the Corporation expects or at all;

 • associated with research and development;

 • associated with the integration of recently acquired businesses;

 • associated with successfully protecting patents and trademarks and other intellectual property;

 • concerning the need to control costs and the possibility of unanticipated expenses;

 • associated with manufacturing and development;

5

 • that the trading price of the Common Shares of the Corporation will be volatile; and

 • that shareholders’ interests will be diluted through future stock offerings or options and warrant exercises.

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 may be required by law, the Corporation undertakes no obligation to revise or update any forward-looking statements after the date hereof.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in each of the provinces of British Columbia, Alberta, Ontario and Quebec and filed with, or furnished to, the SEC. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at its head office at Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario M4P 1E2, and are also available electronically in Canada through the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com or in the United States through EDGAR at the website of the SEC at www.sec.gov. The filings of the Corporation through SEDAR and EDGAR are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents of the Corporation, filed by the Corporation with the securities commissions or similar authority in each of the provinces of British Columbia, Alberta, Ontario and Quebec are specifically incorporated by reference in this short form Prospectus:

(a)	annual information form for the year ended December 31, 2015 on United States Securities and Exchange Commission Form 20-F, dated March 17, 2016 as amended dated March 18, 2016 (the "AIF");
(b)	management information circular dated May 24, 2016 relating to the annual meeting of shareholders held on July 7, 2016;
(c)	consolidated audited financial statements for the years ended December 31, 2015 and 2014, together with the auditors' report thereon;
(d)	management's discussion and analysis for the year ended December 31, 2015 (as amended);
(e)	interim consolidated financial statements for the six months ended June 30, 2016;
(f)	management's discussion and analysis for the six months ended June 30, 2016;
(g)	material change report dated May 4, 2016 concerning the acquisition by the Corporation of DenseLight Semiconductors Pte. Ltd.; and
(h)	material change report dated January 12, 2016 concerning the Corporation's multi-year development and supply agreement with EpiWorks Inc.;

provided that these documents are not incorporated by reference to the extent their contents are modified or superseded by a statement contained in this short form Prospectus or in any other subsequently filed document that is also incorporated by reference in this short form Prospectus. To the extent that any document or information incorporated by reference into this Prospectus is included in a report that is filed with or furnished to the SEC pursuant to the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), such document or information shall also be deemed to be incorporated by reference as an exhibit to the Registration Statement (in the case of a report on Form 6-K, if and to the extent expressly provided in such report).

6

Any documents of the type described in section 11.1 of Form 44-101F1 - Short Form Prospectus, if filed by the Corporation after the date of this short form Prospectus and before the termination of the distribution, are deemed to be incorporated by reference in this short form Prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this short form Prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this short form Prospectus.

All information permitted by National Instrument 44-102 – Shelf Distributions to be omitted from this base shelf Prospectus will be contained in one or more shelf Prospectus Supplements that will be delivered to purchasers together with this base shelf Prospectus. Each shelf Prospectus Supplement will be incorporated by reference into this base shelf Prospectus for the purposes of securities legislation as of the date of the shelf Prospectus Supplement and only for the purposes of the distribution of the securities to which the shelf Prospectus Supplement pertains.

In addition, certain "marketing materials" (as defined in National Instrument 41-101 – General Prospectus Requirements ("NI 41-101")) may be used in connection with a distribution of Securities. Any "template version" (as defined in NI 41-101) of any marketing materials filed after the date of a Prospectus Supplement and before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this short form Prospectus) will be deemed to be incorporated by reference in such Prospectus Supplement for the purposes of the distribution of Securities to which the Prospectus Supplement pertains.

DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

The following documents have been, or will be, filed with the SEC as part of the Registration Statement, of which this Prospectus forms a part: (1) the documents listed under “Documents Incorporated by Reference”; (2) the consent of Marcum LLP; (3) powers of attorney from certain of the Corporation’s directors and officers; and (4) the form of indenture relating to the Debt Securities.

AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the Exchange Act and applicable Canadian requirements and, in accordance therewith, files reports and other information with the SEC and with securities regulatory authorities in Canada. Under the multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, the Corporation is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and the Corporation’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Reports and other information filed by the Corporation with, or furnished to, the SEC may be inspected and copied at the public reference facilities maintained by the SEC in the SEC’s public reference room at 100 F Street, N.E., Washington, D.C., 20549 by paying a fee. Prospective investors may call the SEC at 1-800-SEC-0330 or access its website at www.sec.gov for further information regarding the public reference facilities. The SEC also maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

The Corporation has filed with the SEC a registration statement on Form F-10 (the “Registration Statement”) under the U.S. Securities Act with respect to the Securities. This Prospectus, including the documents incorporated by reference herein, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which are contained in the exhibits to the Registration Statement as permitted by the rules and regulations of the SEC. For further information with respect to the Corporation and the Securities, reference is made to the Registration Statement and the exhibits thereto. Statements contained in this Prospectus, including the documents incorporated by reference herein, as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. The Registration Statement can be found on EDGAR at the SEC’s website: www.sec.gov.

7

POET TECHNOLOGIES INC.

The legal and commercial name of the Corporation is POET Technologies Inc. The Corporation was originally incorporated under the Corporation Act (British Columbia) 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 Corporation Act (British Columbia). By Articles of Continuance dated January 3, 1997, Tandem Resources Ltd. was continued under the Business Corporations Act (Ontario) (“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. Today, the Corporation is an Ontario-based corporation governed by the OBCA.

The Corporation is a reporting issuer in each of the provinces of Ontario, Alberta, British Columbia and Quebec.

The Corporation designs, manufactures and sells integrated opto-electronic solutions based on a proprietary single-chip process platform – Planar Opto-Electronic Technology (P.O.E.T.), which leverages internal manufacturing using both Gallium Arsenide and Indium Phosphide substrates to achieve greater levels of integration and efficiency at lower costs. The Company’s photonic solutions are targeted at the data communications, medical, industrial, defense and automotive markets. Additionally, the Company’s products are increasingly being utilized in sensing applications with the emergence of the Internet of Things market as well as lighting and display applications.

RECENT DEVELOPMENTS

On May 11, 2016, the Corporation acquired all the issued and outstanding voting securities of DenseLight Semiconductors Pte. Ltd. ("DenseLight"), a Singapore-based privately held photonics company that designs, manufactures and sells photonic sensing and optical light source products and solutions to the communications, medical, instrumentation, industrial, defense and security industries. The Corporation acquired DenseLight for $10,500,000 by issuing to DenseLight shareholders 13,611,150 Common Shares of the Corporation at a price of $0.771 (CAD$1.00) per share. Additionally, the Corporation will issue to the sellers of DenseLight, Common Shares having a value of $1,000,000 in the event that DenseLight achieves a certain pre-determined revenue target for 2016. Upon closing the transaction, the Corporation issued 2,386,386 Common Shares at a price of $0.771 (CAD$1.00) per share to certain creditors of DenseLight as part of a negotiated debt settlement. This acquisition provides the Corporation with immediate access to product revenue, an established fabrication operations and infrastructure, particularly in low cost regions, access to sales channels and distribution networks, a broadened IP base to include Indium Phosphide process technology for entry into long reach applications and expansion of the Corporation's expertise, product portfolio, and Served Available Market (SAM).

On June 23, 2016, the Corporation acquired all the issued and outstanding voting securities of BB Photonics Inc. ("BBP"), a New Jersey-based privately held photonics company that designs integrated photonic solutions for the data communications market. BBP develops photonic-integrated components for utilization in datacenter platform technology using embedded dielectric technology. The Corporation acquired BBP for $1,550,000 by issuing to BBP shareholders 1,996,090 Common Shares of the Corporation valued at $0.777 (CAD$1.00) per share. The acquisition of BBP provides the Corporation with additional differentiated intellectual property and know-how which will enable entry into the high growth sensing and data communications markets as well as the development of additional products for entry into new markets and applications.

8

PLAN OF DISTRIBUTION

The Corporation may sell Securities to or through underwriters or dealers designated by the Corporation from time to time and may also sell Securities directly to purchasers pursuant to applicable statutory exemptions or through agents.

Underwriters, dealers or agents with respect to the Securities sold to or through underwriters, dealers or agents will be named in the Prospectus Supplement relating to that particular offering of Securities. The Prospectus Supplement relating to a particular offering of Securities will also set forth the terms of the offering of the Securities including, to the extent applicable, any fees, discounts or other remuneration payable to the underwriters, dealers or agents in connection with the offering, the method of distribution of the Securities, the issue price (in the event the offering is a fixed price distribution), the manner of determining the issue price(s) (in the event the offering is a non-fixed price distribution), the proceeds that the Corporation will receive and any other material terms of the plan of distribution.

Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, Securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution of the Securities. Without limiting the generality of the foregoing, the Corporation may also issue some or all of the Securities offered by this short form Prospectus in exchange for securities or assets of other entities which the Corporation may acquire in the future.

The offering of Securities under this Prospectus will be made only in Canada and to residents thereof. The Securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and may not be offered, sold or delivered within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption therefrom is available. If specified in the applicable Prospectus Supplement, the Corporation or the underwriters, dealers or agents in an offering of Securities will be entitled to offer and sell those debt securities to accredited investors or qualified institutional buyers, as applicable, in the United States provided such offers and sales are made pursuant to an exemption from the registration requirements under the U.S. Securities Act and in compliance with applicable state securities laws. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the Securities in the United States. Terms used in this paragraph have the meanings given to them by Regulation S under the U.S. Securities Act.

Any offering of Securities other than Common Shares will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable Prospectus Supplement, the Securities will not be listed on any securities exchange. Unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Securities other than Common Shares may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus or any Prospectus Supplement. This may affect the pricing of the Securities in the secondary market (if any), the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. A prospective investor should be aware that the purchase of Securities may have tax consequences both in Canada and the United States. Prospective investors should read the tax discussion, if any, in the applicable Prospectus Supplement and consult with an independent tax advisor. See "Risk Factors".

Underwriters, dealers or agents who participate in the distribution of Securities under this short form Prospectus may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under securities legislation, or contribution with respect to payments which the underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers or agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

Subject to applicable securities legislation and except as set out in a Prospectus Supplement relating to a particular offering of Securities, in connection with any offering of Securities under this short form Prospectus, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. These transactions, if commenced, may be discontinued at any time.

9

USE OF PROCEEDS

Unless otherwise indicated in a Prospectus Supplement relating to a particular offering of Securities, the net proceeds to be received by the Corporation from the issue and sale from time to time of the Securities will be added to the general funds of the Corporation to be used to for capital expansion, further product development, potential business or intellectual property acquisitions, working capital and general corporate purposes. The Corporation does not have any agreements or commitments for any specific acquisitions at this time.

DESCRIPTION OF SHARE CAPITAL

The authorized capital of the Corporation consists of an unlimited number of Common Shares, without par value, of which there are 223,869,328 Common Shares issued and outstanding as of the date hereof, and one special voting share, of which there are nil special voting shares issued and outstanding as of the date hereof.

In addition, the Corporation has issued and outstanding: (i) 1,065,011 Warrants to purchase Common Shares at a weighted average exercise price of CAD$0.22 per Common Share; and (ii) 23,725,000 options to acquire Common Shares at a weighted average exercise price of CAD$0.98 per Common Share and a weighted average remaining contractual life of 3.89 years, of which 12,191,642 options to acquire Common Shares with a weighted average exercise price of CAD$0.77 per Common Share have vested as of the date hereof.

Holders of Common Shares are entitled to one vote per Common Share at meetings of shareholders, to receive such dividends as may be declared by the board of directors of the Corporation (the "Board of Directors") and to receive the residual property and assets of the Corporation upon dissolution or winding-up. The Common Shares are not subject to any future call of assessment and there are no pre-emptive, conversion or redemption rights attached to such shares.

The Corporation has not declared or paid any dividends on its Common Shares since the date of its incorporation. The Corporation’s policy is to retain its earnings, if any, for the financing of future growth and development of its business and does not expect to pay dividends or to make any other distributions in the near future. The Board of Directors will review this policy from time to time having regard to the Corporation’s financing requirements, financial condition and other factors considered to be relevant.

EARNINGS COVERAGE RATIO

This Prospectus, together with an applicable Prospectus Supplement, qualifies the issuance of Debt Securities. The Corporation has no long-term debt as of the date hereof and had no long-term debt as of December 31, 2015 and June, 2016. Though the Corporation has no long-term debt to service, the Corporation also has limited financial resources and negative cash flow. As a result of the foregoing, the earnings coverage ratios for the year ended December 31, 2015 and the twelve-month period ended June 30, 2016 are less than one-to-one.

The ability of the Corporation to satisfy any payment obligations under Debt Securities that may be issued pursuant to a Prospectus Supplement, other than the conversion or payment of interest in Common Shares, as the case may be, will be dependent on its ability to generate cash flows or its ability to raise additional financing. See “Risk Factors – Risks Related to the Securities – Credit Risk”.

DESCRIPTION OF DEBT SECURITIES

The following description of the terms of the Debt Securities sets forth certain general terms and provisions of the Debt Securities in respect of which a Prospectus Supplement will be filed. The particular terms and provisions of the Debt Securities offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Debt Securities.

10

Debt Securities may be offered separately or in combination with one or more other Securities. The Corporation may, from time to time, issue debt securities and incur additional indebtedness other than through the issue of Debt Securities pursuant to this short form Prospectus.

Debt securities will be issued under one or more indentures (each, a “Debt Indenture”), in each case between the Corporation and an appropriately qualified entity authorized to carry on business as a trustee (each, a “Trustee”). The description below is not exhaustive and is subject to, and qualified in its entirety by reference to, the detailed provisions of the applicable Debt Indenture. Accordingly, reference should also be made to the applicable Debt Indenture, a copy of which will be filed by the Corporation with applicable provincial securities commissions or similar regulatory authorities in Canada after it has been entered into and before the issue of any Debt Securities thereunder and a copy of the form of which will be filed with the SEC as an exhibit to the Registration Statement, and will be available electronically on SEDAR under the Corporation's profile which can be accessed at www.sedar.com.

The following description sets forth certain general terms and provisions of the Debt Securities and is not intended to be complete. The particular terms and provisions of the Debt Securities and a description of how the general terms and provisions described below may apply to the Debt Securities will be included in the applicable Prospectus Supplement. The following description is subject to supplement in a Prospectus Supplement and the detailed provisions of any Debt Indenture.

General

The Debt Securities may be issued from time to time in one or more series. The Corporation may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of such series.

Any Prospectus Supplement for Debt Securities supplementing this short form Prospectus will contain the specific terms and other information with respect to the Debt Securities being offered thereby, including:

 • the designation, aggregate principal amount and authorized denominations of such Debt Securities;

 • any limit upon the aggregate principal amount of such Debt Securities;

 • the currency or currency units for which such Debt Securities may be purchased and the currency or currency units in which the principal and any interest is payable (in either case, if other than Canadian dollars);

 • the issue price (at par, at a discount or at a premium) of such Debt Securities;

 • the date or dates on which such Debt Securities will be issued and delivered;

 • the date or dates on which such Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determination of such date(s);

 • the rate or rates per annum (either fixed or floating, respectively) at which such Debt Securities will bear interest (if any) and, if floating, the method of determination of such rate;

 • the date or dates from which any such interest will accrue and on which such interest will be payable and the record date or dates for the payment of such interest, or the method of determination of such date(s);

 • if applicable, the provisions for subordination of such Debt Securities to other indebtedness of the Corporation;

11

 • any redemption term or terms under which such Debt Securities may be defeased whether at or prior to maturity;

 • any repayment or sinking fund provisions;

 • any events of default applicable to such Debt Securities;

 • whether such Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;

 • any exchange or conversion terms and any provisions for the adjustment thereof; 

 • if applicable, the ability of the Corporation to satisfy all or a portion of any redemption of such Debt Securities, any payment of any interest on such Debt Securities or any repayment of the principal owing upon the maturity of such Debt Securities through the issuance of securities of the Corporation or of any other entity, and any restriction(s) on the persons to whom such securities may be issued; and

 • any other specific terms or covenants applicable to such Debt Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to the Debt Securities which are not within the options and parameters set forth in this short form Prospectus. In addition, to the extent that any particular terms of the Debt Securities described in a Prospectus Supplement differ from any of the terms described in this short form Prospectus, the description of such terms set forth in this short form Prospectus shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with respect to such Debt Securities.

Unless otherwise specified in a Prospectus Supplement, the Debt Securities will be direct unsecured obligations of the Corporation and will rank pari passu (except as to sinking funds) with all other unsubordinated and unsecured indebtedness of the Corporation, including other debt securities issued under the Debt Indenture.

DESCRIPTION OF CONVERTIBLE SECURITIES

This description sets forth certain general terms and provisions that could apply to any Convertible Securities that the Corporation may issue pursuant to this Prospectus. The Corporation will provide particular terms and provisions of a series of Convertible Securities, and a description of how the general terms and provisions described below may apply to that series, in a Prospectus Supplement.

The Convertible Securities will be convertible or exchangeable into Common Shares and/or other Securities. The Convertible Securities convertible or exchangeable into Common Shares and/or other Securities may be offered separately or together with other Securities, as the case may be. The applicable Prospectus Supplement will include details of the agreement, indenture or other instrument to which such Convertible Securities will be created and issued. The following sets forth the general terms and provisions of such Convertible Securities under this Prospectus.

The particular terms of each issue of such Convertible Securities will be described in the related Prospectus Supplement. This description will include, where applicable: (i) the number of such Convertible Securities offered; (ii) the price at which such Convertible Securities will be offered; (iii) the procedures for the conversion or exchange of such Convertible Securities into or for Common Shares and/or other Securities; (iv) the number of Common Shares and/or other Securities that may be issued upon the conversion or exchange of such Convertible Securities; (v) the period or periods during which any conversion or exchange may or must occur; (vi) the designation and terms of any other Convertible Securities with which such Convertible Securities will be offered, if any; (vii) the gross proceeds from the sale of such Convertible Securities; and (viii) any other material terms and conditions of such Convertible Securities.

12

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Corporation may issue Subscription Receipts, independently or together with other securities. Subscription Receipts will be issued under one or more subscription receipt agreements.

A Subscription Receipt is a security of the Corporation that will entitle the holder to receive one or more Common Share or a combination of Common Shares and Warrants, upon the completion of a transaction, typically an acquisition by the Corporation of the assets or securities of another entity. After the offering of Subscription Receipts, the subscription proceeds for the Subscription Receipts are held in escrow by the designated escrow agent, pending the completion of the transaction. Holders of Subscription Receipts will not have any rights of shareholders of the Corporation. Holders of Subscription Receipts are only entitled to receive Common Shares or Warrants or a combination thereof upon the surrender of their Subscription Receipts to the escrow agent or to a return of the subscription price for the Subscription Receipts together with any payments in lieu of interest or other income earned on the subscription proceeds.

Selected provisions of the Subscription Receipts and the subscription receipt agreements are summarized below. This summary is not complete. The statements made in this Prospectus relating to any subscription receipt agreement and Subscription Receipts to be issued thereunder are summaries of certain anticipated provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable subscription receipt agreement.

The Prospectus Supplement will set forth the following terms relating to the Subscription Receipts being offered:

 • the designation of the Subscription Receipts;

 • the aggregate number of Subscription Receipts offered and the offering price;

 • the terms, conditions and procedures for which the holders of Subscription Receipts will become entitled to receive Common Shares or Warrants or a combination thereof;

 • the number of Common Shares or Warrants or a combination thereof that may be obtained upon the conversion of each Subscription Receipt and the period or periods during which any conversion must occur;

 • the designation and terms of any other securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each security;

 • the gross proceeds from the sale of such Subscription Receipts, including (if applicable) the terms applicable to the gross proceeds from the sale of such Subscription Receipts, plus any interest earned thereon;

 • the material income tax consequences of owning, holding and disposing of such Subscription Receipts;

 • whether such Subscription Receipts will be listed on any securities exchange;

 • any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts; and

 • any other material terms and conditions of the Subscription Receipts.

13

DESCRIPTION OF WARRANTS

This section describes the general terms that will apply to any Warrants for the purchase of Common Shares (the “Equity Warrants”) or for the purchase of Debt Securities (the “Debt Warrants”).

Warrants may be offered separately or together with other Securities, as the case may be. Each series of Warrants may be issued under a separate warrant indenture or warrant agency agreement to be entered into between the Corporation and one or more banks or trust companies acting as Warrant agent or may be issued as stand-alone contracts. The applicable Prospectus Supplement will include details of the Warrant agreements governing the Warrants being offered. The Warrant agent is expected to act solely as the agent of the Corporation and will not assume a relationship of agency with any holders of Warrant certificates or beneficial owners of Warrants. The following sets forth certain general terms and provisions of the Warrants offered under this short form base shelf prospectus. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set forth in the applicable Prospectus Supplement. A copy of any warrant indenture or any warrant agency agreement relating to an offering of Warrants will be filed with applicable provincial securities commissions or similar regulatory authorities in Canada after it has been entered into and before the issue of any Warrants thereunder, and will be available electronically on SEDAR under our profile which can be accessed at www.sedar.com.

Equity Warrants

The particular terms of each issue of Equity Warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

 • the designation and aggregate number of the Equity Warrants;

 • the price at which the Equity Warrants will be offered;

 • the currency or currencies in which the Equity Warrants will be offered;

 • the date on which the right to exercise the Equity Warrants will commence and the date on which the right will expire;

 • the class and/or number of Common Shares that may be purchased upon exercise of each Equity Warrant and the price at which and currency or currencies in which the Common Shares may be purchased upon exercise of each Equity Warrant;

 • the terms of any provisions allowing for adjustment in (i) the class and/or number of Common Shares or other securities or property that may be purchased, or (ii) the exercise price per Common Share;

 • whether the Corporation will issue fractional shares;

 • the designation and terms of any Securities with which the Equity Warrants will be offered, if any, and the number of the Equity Warrants that will be offered with each security;

 • the date or dates, if any, on or after which the Equity Warrants and the related Securities will be transferable separately;

 • whether the Equity Warrants will be subject to redemption and, if so, the terms of such redemption provisions;

 • whether the Corporation has applied to list the Equity Warrants and/or the related Common Shares on a stock exchange; and

 • any other material terms or conditions of the Equity Warrants.

14

Debt Warrants

The particular terms of each issue of Debt Warrants will be described in the related Prospectus Supplement. This description will include, where applicable:

 • the designation and aggregate number of Debt Warrants;

 • the price at which the Debt Warrants will be offered;

 • the currency or currencies in which the Debt Warrants will be offered;

 • the designation and terms of any Securities with which the Debt Warrants are being offered, if any, and the number of the Debt Warrants that will be offered with each security;

 • the date or dates, if any, on or after which the Debt Warrants and the related Securities will be transferable separately;

 • the principal amount of Debt Securities that may be purchased upon exercise of each Debt Warrant and the price at which and currency or currencies in which that principal amount of Debt Securities may be purchased upon exercise of each Debt Warrant;

 • the date on which the right to exercise the Debt Warrants will commence and the date on which the right will expire;

 • the minimum or maximum amount of Debt Warrants that may be exercised at any one time;

 • whether the Debt Warrants will be subject to redemption, and, if so, the terms of such redemption provisions; and

 • any other material terms or conditions of the Debt Warrants.

DESCRIPTION OF RIGHTS

The Corporation may issue Rights to its shareholders for the purchase of Debt Securities, Common Shares or other Securities. These Rights may be issued independently or together with any other Security offered hereby and may or may not be transferable by the shareholder receiving the Rights in such offering. In connection with any offering of such Rights, the Corporation may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any Securities remaining unsubscribed for after such offering.

Each series of Rights will be issued under a separate rights agreement which the Corporation will enter into with a bank or trust company, as rights agent, all as set forth in the applicable Prospectus Supplement. The rights agent will act solely as the Corporation’s agent in connection with the certificates relating to the Rights and will not assume any obligation or relationship of agency or trust with any holders of Rights certificates or beneficial owners of Rights.

The applicable Prospectus Supplement will describe the specific terms of any offering of Rights for which this Prospectus is being delivered, including the following:

 • the date of determining the shareholders entitled to the Rights distribution;

 • the number of Rights issued or to be issued to each shareholder;

15

 • the exercise price payable for each share of Debt Securities, Common Shares or other Securities upon the exercise of the Rights;

 • the number and terms of the shares of Debt Securities, Common Shares or other Securities which may be purchased per each Right;

 • the extent to which the Rights are transferable;

 • the date on which the holder’s ability to exercise the Rights shall commence, and the date on which the Rights shall expire;

 • the extent to which the Rights may include an over-subscription privilege with respect to unsubscribed Securities;

 • if applicable, the material terms of any standby underwriting or purchase arrangement entered into by the Corporation in connection with the offering of such Rights; and

 • any other terms of the Rights, including the terms, procedures, conditions and limitations relating to the exchange and exercise of the Rights.

DESCRIPTION OF UNITS

The Corporation may issue Units comprised of one or more of the other Securities described herein in any combination. The Prospectus Supplement relating to the particular Units offered thereby will describe the terms of such Units and, as applicable, the terms of such other Securities.

Each Unit is expected to be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit is expected to have the rights and obligations of a holder of each included Security. The Unit agreement under which a Unit is issued, as the case may be, may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

The applicable Prospectus Supplement may describe:

 • the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

 • any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and

 • any other material terms and conditions of the Units.

The preceding description and any description of Units in an applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the Unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such Units.

16

PRIOR SALES

During the twelve-month period prior to the date of this Prospectus, the Corporation issued the following Common Shares (all prices in CAD$):

Date	CAD$ per Common Share		Number of Common Shares	Date	CAD$ per Common Share		Number of Common Shares
July 17, 2015(1)		$0.350	900,000	February 3-5, 2016(2)		$0.510	22,000
August 4-7, 2015(2)		$0.510	83,000	February 9, 2016(1)		$1.000	631,000
August 5-6, 2015(2)		$0.440	85,100	February 10, 2016(1)		$1.000	100,000
August 6, 2015(2)		$0.230	5,000	February 11, 2016(1)		$1.000	146,000
August 7, 2015(2)		$0.345	125,100	February 12, 2016(1)		$0.500	25,100
August 7-10, 2015(2)		$1.240	75,000	February 12, 2016(1)		$1.000	1,304,092
August 7-31, 2015(2)		$0.460	23,500	February 22, 2016(2)		$0.445	10,000
August 11, 2015(1)		$0.350	75,000	April 3-21, 2016(2)		$0.445	160,000
September 1-3, 2015(2)		$0.460	256,500	April 4, 2016(2)		$0.230	15,000
September 2, 2015(1)		$0.350	749,887	April 4, 2016(2)		$0.280	15,000
September 2-10, 2015(2)		$0.345	474,900	April 5, 2016(2)		$0.490	50,000
September 2-22, 2015(2)		$0.445	510,000	April 5-27, 2016(2)		$0.440	80,000
September 3, 2015(1)		$0.350	560,500	May 3-18, 2016(2)		$0.440	40,000
September 8, 2015(1)		$0.350	2,500,000	May 5-31, 2016(2)		$0.445	115,000
September 10, 2015(1)		$0.350	325,000	May 10-25, 2016(2)		$0.510	600,000
September 18, 2015(1)		$0.350	1,000,000	May 11, 2016(5)		$1.000	1,738,236
September 18, 2015(1)		$0.350	602,000	May 11, 2016(5)		$1.000	648,150
September 23-28, 2015(2)		$0.490	300,000	May 11, 2016(4)		$1.000	13,611,150
September 29-30, 2015(2)		$0.510	500,000	May 11, 2016(2)		$0.230	75,000
October 1-30, 2015(2)		$0.490	170,000	May 19, 2016(2)		$0.280	30,000
October 2, 2015(2)		$0.760	75,000	May 19, 2016(2)		$0.760	75,000
October 2-30, 2015(2)		$0.445	130,000	May 25-31, 2016(2)		$0.235	300,000
October 8, 2015(2)		$0.230	20,000	May 27, 2016(1)		$0.230	13,040
October 13, 2015(2)		$0.275	25,000	May 27, 2016(1)		$0.230	5,000
October 14-27, 2015(2)		$0.440	114,000	June 1-30, 2016(2)		$0.445	650,000
October 15, 2015(2)		$0.280	10,000	June 3, 2016(2)		$0.345	10,000
October 15-26, 2015(2)		$0.460	170,000	June 3-9, 2016(2)		$0.490	300,000
October 30, 2015(1)		$0.500	200,000	June 3-30, 2016(2)		$0.235	700,000
November 2-3, 2015(2)		$0.440	100,000	June 23, 2016(3)		$1.000	1,996,090
November 2-16, 2015(2)		$0.490	220,000	June 28, 2016(1)		$0.230	25,000
November 2-30, 2015(2)		$0.445	270,000	July 4-29, 2016(2)		$0.445	530,000
November 4, 2015(2)		$0.345	5,000	July 7-29, 2016(2)		$0.235	200,000
November 4, 2015(2)		$0.510	7,000	July 13, 2016(2)		$0.440	50,000
November 5, 2015(1)		$0.500	201,500	August 3, 2016(2)		$0.445	40,000
November 5-26, 2015(2)		$0.460	450,000	August 8, 2016(2)		$0.445	40,000
December 1, 2015 –				August 9, 2016(1)		$0.23	8,000
January 6, 2016(2)		$0.445	531,000	August 10, 2016(2)		$0.445	40,000
December 10-23, 2015(2)		$0.430	500,000	August 10, 2016(2)		$0.235	47,500
January 7-25, 2016(2)		$0.445	204,000	August 15, 2016(2)		$0.235	30,000
January 8-25, 2016(2)		$0.490	75,000	August 16, 2016(2)		$0.235	22,500
January 14, 2016(1)		$0.500	458,110	August 16, 2016(1)		$0.23	500,000
January 15, 2016(2)		$0.510	2,000	August 17, 2016(2)		$0.445	19,500
January 15-27, 2016(2)		$0.440	155,000	August 18, 2016(2)		$0.445	6,500
January 19, 2016(1)		$0.500	19,395	August 23, 2016(2)		$0.445	40,000
January 27-29, 2016(2)		$0.470	46,000	August 23, 2016(2)		$0.235	50,000
February 1-2, 2016(2)		$0.470	54,000	August 24, 2016(1)		$0.23	536,900
February 1-3, 2016(2)		$0.490	50,000	August 24, 2016(2)		$0.445	13,000
February 3, 2016(1)		$0.230	3,250	August 25, 2016(2)		$0.445	31,000

17

Notes:

(1)       Common shares issued pursuant to exercise of warrants

(2)       Common shares issued on such date or dates within the indicated period pursuant to exercise of options

(3)       Common Shares issued in connection with the acquisition of BBP

(4)       Common Shares issued in connection with the acquisition of DSL

(5)       Common Shares issued in connection with the settlement of certain debts of DenseLight

MARKET FOR SECURITIES

The Common Shares are listed on the TSXV under the symbol "PTK". The following table sets forth information relating to the trading and quotation of the Common Shares on the TSXV (in CAD$) for the months indicated.

Period	High (CAD$)	Low (CAD$)	Volume
August 2015	$1.45	$0.62	27,472,629
September 2015	$0.99	$0.69	9,966,276
October 2015	$1.20	$0.72	11,457,683
November 2015	$0.95	$0.79	4,521,978
December 2015	$1.05	$0.80	4,477,561
January 2016	$0.98	$0.84	6,557,044
February 2016	$1.10	$0.95	7,253,595
March 2016	$1.08	$0.86	5,672,179
April 2016	$1.44	$0.87	8,243,473
May 2016	$1.44	$0.96	8,620,420
June 2016	$0.98	$0.83	5,874,560
July 2016	$0.95	$0.80	3,678,989
August 1– 30, 2016	$0.90	$0.76	4,135,422

RISK FACTORS

An investment in the Securities offered hereby involves a high degree of risk and should be regarded as speculative due to the nature of the business. POET has incurred losses since inception and expects to incur further losses in the foreseeable future.

In addition to the other information contained in this Prospectus, reference is made to the section entitled “Risk Factors” in the AIF which is incorporated herein by reference. Any one or more of such risk factors could materially affect the Corporation’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Corporation.

Risks Related to the Offering

Loss of Entire Investment

An investment in the Securities of the Corporation is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

Allocation of proceeds

POET has discretion in the use of the net proceeds from the offering of Securities. The Corporation currently intends to allocate the net proceeds expected to be received from the offering of Securities as described under “Use of Proceeds” of this Prospectus or any Prospectus Supplement. However, the Corporation's management will have discretion in the actual application of the net proceeds, and POET may elect to allocate proceeds differently from that described in “Use of Proceeds” if POET believes it would be in POET's best interests to do so. The failure by the Corporation's management to apply these funds effectively could have a material adverse effect on its business.

18

Negative cash flows from operations

The Corporation currently generates negative cash flows from operations, due to the expenses incurred developing its technologies and developing manufacturing infrastructure. Further, POET has not yet commercialized its product.

Risks Related To Common Shares

Listing of the Common Shares

The listing of POET's Common Shares on the TSXV and the quotation for trading on OTCQX is conditional upon its ability to maintain the applicable minimum requirements for listing and quotation, as applicable, of the TSXV and OTCQX. There can be no assurance that there will be sufficient liquidity of the Common Shares or that the Corporation will continue to meet the listing and quotation requirements of the TSXV and OTCQX, respectively, or achieve listing on any other public securities exchange.

The TSXV may also consider the delisting of the Common Shares if, in its opinion, it appears the Corporation is in serious financial difficulty, if there is significant doubt regarding its ability to continue as a going concern or the Corporation otherwise fails to meet the continued listing requirements thereof. In such circumstances, the TSXV may place POET under a delisting review that could lead to the delisting of its Common Shares from the TSXV.

If the Common Shares are delisted from the TSXV, they may be eligible for listing on a substitute exchange, such as the Canadian Securities Exchange, however in the event that POET is not able to maintain a listing for the Common Shares on the TSXV or a substitute exchange, it may be extremely difficult or impossible for shareholders to sell their Common Shares in Canada. Moreover, if POET is delisted from the TSXV, but obtains a substitute listing for the Common Shares, the Common Shares may have less liquidity and more price volatility than experienced on the TSXV. Shareholders may not be able to sell their Common Shares on any such substitute exchange in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market. As a result of these factors, if the Common Shares are delisted from the TSXV, the price of the Common Shares may decline and the Corporation’s ability to obtain financing in the future could be materially impaired.

Trading price fluctuations

The trading price of the Common Shares has been and may continue to fluctuate significantly and shareholders may have difficulty reselling their Common Shares.

During the last 12 months, the Common Shares have traded as low as CAD$0.62 and as high as CAD$1.45 on the TSXV. The Common Shares are also quoted on the OTCQX, a U.S. based over-the-counter trading facility. In addition to volatility associated with over-the-counter securities in general, the value of your investment could decline due to the impact of any of the following or other factors upon the market price of the Common Shares:

 • changes in the demand for semiconductors;

 • disappointing results from the Corporation’s marketing and sales efforts;

 • failure to meet the Corporation’s revenue or profit goals or operating budget;

 • decline in demand for the Common Shares;

 • acquisitions and dispositions completed by the Corporation;

 • downward revisions in securities analysts’ estimates or changes in general market conditions;

19

 • lack of funding generated for operations;

 • short selling, manipulation of the Common shares and prohibited trades;

 • rumours and collusion;

 • investor perception of the Corporation’s industry or its business prospects; and

 • general economic trends.

In addition, stock markets have experienced extreme price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of the Common Shares.

Further, shareholders may experience dilution of their shareholdings due to the exercise of outstanding Warrants or Convertible Securities that may be issued.

Dilution of existing shareholders

The constating documents of the Corporation authorize the issuance of an unlimited number of Common Shares. The Board of Directors has the authority to issue additional Common Shares to provide additional financing in the future and the issuance of any such Common Shares may result in a reduction of the book value (on a per share basis) or market price of the outstanding Common Shares. If POET does issue any such additional Common Shares, such issuance also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuances could result in a change of control.

Capital-raising constraints

A decline in the price of the Common Shares could result in a reduction in the liquidity of the Common Shares and a reduction in the Corporation’s ability to raise additional capital for its operations. Because POET’s operations to date have been principally financed through the sale of equity securities, a decline in the price of the Common Shares could have an adverse effect upon the liquidity of the Common Shares and POET’s continued operations. A reduction in POET’s ability to raise equity capital in the future would have a material adverse effect upon the Corporation’s business plan and operations, including its ability to continue its current operations. If the price for the Common Shares declines, the Corporation may not be able to raise additional capital or generate funds from operations sufficient to meet its obligations.

No payment of dividends

The Corporation has never declared nor paid any dividends on the Common Shares. The Corporation intends, for the foreseeable future, to retain future earnings, if any, to finance development activities. The payment of future dividends, if any, will be reviewed periodically by the Board of Directors and will depend upon, among other things, conditions then existing including earnings, financial conditions, cash on hand, development and growth, and other factors that the Board of Directors may consider appropriate in the circumstances.

Risks Related to the Securities

Unlisted Securities

The Securities (other than the Common Shares) may not be listed and there may not be an established trading market for those Securities. Investors may be unable to sell the Securities at the prices desired or at all. There is no existing trading market for the Debt Securities, Convertible Securities, Subscription Receipts, Warrants, Rights or Units. As a result, there can be no assurance that a liquid market will develop or be maintained for those Securities, or that an investor will be able to sell any of those Securities at a particular time (if at all). The Corporation may not list the Debt Securities, Convertible Securities, Subscription Receipts, Warrants, Rights or Units on any Canadian or other securities exchange, and the Common Shares may be delisted or suspended. The liquidity of the trading market in those Securities, and the market price quoted for those securities, may be adversely affected by, among other things:

 • changes in the overall market for those Securities;

20

 • 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 those Securities;

 • the interest of securities dealers in making a market for those Securities; and

 • prevailing interest rates.

Unsecured Debt Securities

The Debt Securities may be unsecured debt of the Corporation and, if so, will rank equally in right of payment with all other existing and future unsecured debt of the Corporation. Unless collateralized or guaranteed, the Debt Securities will be effectively subordinated to all existing and future secured debt of the Corporation to the extent of the assets securing such debt. If the Corporation is involved in any bankruptcy, dissolution, liquidation or reorganization, the secured debt holders would, to the extent of the value of the assets securing the secured debt, be paid before the holders of unsecured debt securities, including if applicable, the Debt Securities. In that event, a holder of Debt Securities may not be able to recover any principal or interest due to it under the Debt Securities.

Subordination to subsidiary indebtedness

The Corporation conducts its operations through subsidiaries and to the extent any such subsidiary has or incurs indebtedness with a third party, the holders of the Debt Securities will, unless the Debt Securities are guaranteed by the Corporation's subsidiaries or collateralized in some other way, be effectively subordinated to the claims of the holders of such third party indebtedness, including in the event of liquidation or upon a realization of the assets of any such subsidiary.

Credit Risk

The likelihood that purchasers of Debt Securities will receive payments owing to them under the terms of the Debt Securities will depend on the financial health of the Corporation and its creditworthiness. The Corporation has limited financial resources and negative flow from its operations. The ability of the Corporation to satisfy its payment obligations under the Debt Securities, other than the conversion or payment of interest in Common Shares, as the case may be, will be dependent on its ability to generate cash flows or its ability to raise additional financing.

Tax Risk

Prospective investors should be aware that the purchase of Securities may have tax consequences both in Canada and the United States. Prospectus investors should read the tax discussion, if any, in the applicable Prospectus Supplement and consult with an independent tax advisor.

Inability to enforce actions

The Corporation is incorporated under the laws of the Province of Ontario. Some of the directors and officers of the Corporation, reside principally in Canada. Because all or a substantial portion of the assets of the Corporation and the assets of these persons are located outside of the United States, it may not be possible for investors to effect service of process within the United States upon the Corporation or those persons. Furthermore, it may not be possible to enforce in the United States, judgments obtained in U.S. courts based upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States. There is doubt as to the enforceability, in original actions in Canadian courts, of liabilities based upon U.S. federal securities laws and as to the enforceability in Canadian courts of judgments of U.S. courts obtained in actions based upon the civil liability provisions of the U.S. federal securities laws. Therefore, it may not be possible to enforce those actions against the Corporation and certain of the directors and officers.

21

CERTAIN INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement will describe certain material Canadian federal income tax consequences to an investor who is a non-resident of Canada acquiring any Debt Securities offered thereunder, including whether payments of principal, premium, if any, and interest on Debt Securities will be subject to Canadian non-resident withholding tax. The applicable Prospectus Supplement may also describe certain U.S. federal income tax consequences of the acquisition, ownership and disposition of any of the Securities offered thereunder by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code of 1986, as amended), including, to the extent applicable, such consequences relating to Debt Securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special items. Investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

ENFORCEABILITY OF CIVIL LIABILITIES

The Corporation is a corporation incorporated under and governed by the OBCA. Some of the directors and officers of the Corporation, and some of the experts named in this Prospectus, are residents of Canada or otherwise reside outside Canada and all or a substantial portion of their assets are located outside Canada. The Corporation has appointed an agent for service of process in Canada, but it may be difficult for holders of Securities who reside in Canada to effect service within Canada upon those directors who are not residents of Canada. It may also be difficult for holders of Debt Securities who reside in Canada to realize in Canada upon judgments of courts of Canada predicated upon the Corporation’s civil liability and the civil liability of the directors and officers of the Corporation under applicable securities laws.

The Corporation filed with the SEC, concurrently with the Registration Statement, an appointment of agent for service of process on Form FX. Under the Form F-X, the Corporation appointed CT Corporation System, with an address at 111 Eighth Avenue, New York, NY 10011 USA, as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Corporation in a United States court, arising out of or related to or concerning the offering of Securities under this Prospectus.

Each of Messrs. Todd A. DeBonis, David E. Lazovsky, Ajit Manocha, Suresh Venkatesan and Mohandas Warrior are directors of the Corporation who reside outside of Canada and have appointed the following agent as their agent for service of process:

Name of Person	Name and Address of Agent
Todd A. DeBonis	Bennett Jones LLP
David E. Lazovsky	3400 One First Canadian Place,
Anjit Manocha	PO Box 130,
Suresh Venkatesan	Toronto, ON
Mohandas Warrior	M5X 1A4

Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

22

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters relating to Canadian law in connection with the offering of Securities will be passed upon on behalf of POET by Bennett Jones LLP and certain legal matters relating to United States law in connection with the offering of Securities will be passed upon on behalf of POET by Katten Muchin Rosenman LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents.

AUDITORS, TRANSFER AGENT AND REGISTRAR

POET's auditors are Marcum LLP, City Place II, 185 Asylum Street, 17th Floor, Hartford, Connecticut 06103.

The transfer agent and registrar of the Common Shares is TMX Equity Transfer Services Inc., 200 University Avenue, Suite 300, Toronto, Ontario M5H 4H1. The transfer agent and registrar for the outstanding Warrants is Capital Transfer Agency, Suite 401, 121 Richmond Street West, Toronto, Ontario, M5H 2K1.

INTERESTS OF EXPERTS

Marcum LLP has prepared the auditor’s report with respect to the Corporation’s annual financial statements for the year ended December 31, 2015, which is incorporated by reference into this Prospectus. Marcum LLP has advised that they are independent in accordance with and within the meaning of the applicable rules and related interpretations prescribed by the relevant professional bodies in Canada and the rules and standards of the United States Public Company Accounting Oversight Board and the securities laws and regulations administered by the SEC.

As of the date hereof the partners and associates of Bennett Jones LLP own, beneficially, directly or indirectly, less than 1% of any securities of the Corporation or any associate or affiliate of the Corporation.

PURCHASERS' STATUTORY RIGHTS

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a Prospectus and any amendment. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revisions of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province for the particulars of these rights or consult with a legal adviser.

23

PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

INDEMNIFICATION

Section 136 of the Ontario Business Corporations Act and Section 6 of the Amended and Restated By-Law No. 1 of the Corporation (the “Bylaws”) (as amended) provide for indemnification of directors and officers of the Corporation.

Section 136 of the Ontario Business Corporations Act provides as follows:

Indemnification

136. (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. 2006, c. 34, Sched. B, s. 26.

Advance of costs

(2) A corporation may advance money to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1), but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection (3). 2006, c. 34, Sched. B, s. 26.

Limitation

(3) A corporation shall not indemnify an individual under subsection (1) unless the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request. 2006, c. 34, Sched. B, s. 26.

Same

(4) In addition to the conditions set out in subsection (3), if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the corporation shall not indemnify an individual under subsection (1) unless the individual had reasonable grounds for believing that the individual’s conduct was lawful. 2006, c. 34, Sched. B, s. 26.

Derivative actions

(4.1) A corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to obtain a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in subsection (3). 2006, c. 34, Sched. B, s. 26.

Right to indemnity

(4.2) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking an indemnity,

II-1

(a) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and

(b) fulfils the conditions set out in subsections (3) and (4). 2006, c. 34, Sched. B, s. 26.

Insurance

(4.3) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual,

(a) in the individual’s capacity as a director or officer of the corporation; or

(b) in the individual’s capacity as a director or officer, or a similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request. 2006, c. 34, Sched. B, s. 26.

Application to court

(5) A corporation or a person referred to in subsection (1) may apply to the court for an order approving an indemnity under this section and the court may so order and make any further order it thinks fit. R.S.O. 1990, c. B.16, s. 136 (5).

Idem

(6) Upon an application under subsection (5), the court may order notice to be given to any interested person and such person is entitled to appear and be heard in person or by counsel. R.S.O. 1990, c. B.16, s. 136 (6).

Section Amendments with date in force (d/m/y)

Section 6 of the Bylaws contains the following provisions with respect to indemnification of the Corporation’s directors and officers with respect to certain insurance maintained by the Corporation with respect to its indemnification obligations:

6. PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

6.1       Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, and the heirs and legal representatives of such a person to the fullest extent permitted by the Act.

6.2       Insurance. The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6.1 to the extent permitted by the Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Corporation pursuant to the foregoing provisions, the Corporation has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

II-2

EXHIBITS

The following exhibits have been filed as part of the Registration Statement:

Exhibit
Number	Description
4.1	Annual Information Form for the year ended December 31, 2015, dated March 17, 2016 as amended dated March 18, 2016, on Form 20-F filed with the Commission on March 17, 2016, as amended on Form 20-F/A filed with the Commission on March 18, 2016 (File No. 000-55135).
4.2*	Management Information Circular, dated May 24, 2016, relating to the annual meeting of the Corporation’s shareholders held on July 7, 2016.
4.3	Consolidated Audited Financial Statements for the years ended December 31, 2015, 2014, and 2013, together with the auditors' report thereon (incorporated by reference to the Corporation’s Annual Report on Form 20-F/A filed with the Commission on March 18, 2016 (File No. 000-55135)).
4.4*	Management’s Discussion and Analysis for the year ended December 31, 2015 (as amended).
4.5	Interim consolidated financial statements for the six months ended June 30, 2016 (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on August 30, 2016 (File No. 000-55135)).
4.6	Management’s Discussion and Analysis for the six months ended June 30, 2016 (incorporated by reference to Exhibit 99.2 to the Corporation’s Report on Form 6-K filed furnished to the Commission on August 30, 2016 (File No. 000-55135)).
4.7	Material Change Report dated May 4, 2016 concerning the acquisition by the Corporation of DenseLight Semiconductors Pte. Ltd. (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on May 5, 2016 (File No. 000-55135)).
4.8	Material Change Report dated January 12, 2016 concerning the Corporation’s multi-year development and supply agreement with EpiWorks Inc. (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on January 12, 2016 (File No. 000-55135)).
5.1*	Consent of Marcum LLP, independent registered public accounting firm.
6.1*	Power of Attorney (contained on the signature page of this Registration Statement).

 ______________________

*Filed herewith

**To be filed by amendment

II-3

PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Corporation undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to this Registration Statement on Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

(a) Concurrent with the filing of the Registration Statement on Form F-10, the Corporation is filing with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the Corporation shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of this Registration Statement.

III-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Corporation certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Province of Ontario, Canada, on August 31, 2016.

POET Technologies Inc.
By:	/s/ Suresh Venkatesan
	Name: Suresh Venkatesan
	Title: Chief Executive Officer

III-2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Suresh Venkatesan, Chief Executive Officer of POET Technologies Inc. and Kevin Barnes, Treasurer and Chief Financial Officer of POET Technologies Inc., or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on August 31, 2016.

Signature	Title
/s/ Suresh Venkatesan	Chief Executive Officer and Director
Suresh Venkatesan	(Principal Executive Officer)
/s/ Kevin Barnes	Treasurer and Chief Financial Officer
Kevin Barnes	(Principal Financial Officer and Principal Accounting Officer)
/s/ Ajit Manocha	Executive Chairman of the Board of Directors
Ajit Manocha
/s/ John O’Donnell	Director
John O’Donnell
/s/ Chris Tsiofas	Director
Chris Tsiofas
/s/ Todd A. DeBonis	Director
Todd A. DeBonis
/s/ David E. Lazovsky	Director
David E. Lazovsky
/s/ Mohandas Warrior	Director
Mohandas Warrior

III-3

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of POET Technologies Inc. in the United States, on August 31, 2016.

POET Technologies Inc.
By:	/s/ Suresh Venkatesan
	Name: Suresh Venkatesan
	Title: Chief Executive Officer

III-4

EXHIBIT INDEX

Exhibit
Number	Description
4.1	Annual Information Form for the year ended December 31, 2015, dated March 17, 2016 as amended dated March 18, 2016, on Form 20-F filed with the Commission on March 17, 2016, as amended on Form 20-F/A filed with the Commission on March 18, 2016 (File No. 000-55135).
4.2*	Management Information Circular, dated May 24, 2016, relating to the annual meeting of the Corporation’s shareholders held on July 7, 2016.
4.3	Consolidated Audited Financial Statements for the years ended December 31, 2015, 2014, and 2013, together with the auditors' report thereon (incorporated by reference to the Corporation’s Annual Report on Form 20-F/A filed with the Commission on March 18, 2016 (File No. 000-55135)).
4.4*	Management’s Discussion and Analysis for the year ended December 31, 2015 (as amended).
4.5	Interim consolidated financial statements for the six months ended June 30, 2016 (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on August 30, 2016 (File No. 000-55135)).
4.6	Management’s Discussion and Analysis for the six months ended June 30, 2016 (incorporated by reference to Exhibit 99.2 to the Corporation’s Report on Form 6-K filed furnished to the Commission on August 30, 2016 (File No. 000-55135)).
4.7	Material Change Report dated May 4, 2016 concerning the acquisition by the Corporation of DenseLight Semiconductors Pte. Ltd. (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on May 5, 2016 (File No. 000-55135)).
4.8	Material Change Report dated January 12, 2016 concerning the Corporation’s multi-year development and supply agreement with EpiWorks Inc. (incorporated by reference to Exhibit 99.1 to the Corporation’s Report on Form 6-K furnished to the Commission on January 12, 2016 (File No. 000-55135)).
5.1*	Consent of Marcum LLP, independent registered public accounting firm.
6.1*	Power of Attorney (contained on the signature page of this Registration Statement).

______________________

*Filed herewith

**To be filed by amendment

III-5

EX-4.2

Exhibit 4.2

POET TECHNOLOGIES INC. (the “Company”)

Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario, Canada M4P 1E2

Facsimile: (416) 322-5075        Telephone: (416) 368-9411

INFORMATION CIRCULAR

(As at May 24, 2016 except as indicated)

The Company is providing this Information Circular in connection with the solicitation of proxies by the management (“Management”) of the Company for use at the annual general meeting (the "Meeting") of the shareholders of the Company to be held at 10:00 a.m. (PDT) on July 7, 2016 and for the purposes set forth in the Notice of Annual General Meeting. It is expected that the solicitation of proxies will be primarily by mail or by “Notice and Access” to electronic materials available on the internet; however, proxies may also be solicited by directors, officers and certain employees of the Company, without receiving special compensation, by telephone, facsimile (“fax”) or by other personal contact. The cost of solicitation of proxies by Management will be borne by the Company.

The Company may pay the reasonable costs incurred by persons who are shareholders but not the beneficial owners of common shares of the Company (“Shares”) (such as brokers, dealers and other registrants under applicable securities law and nominees and custodians) in sending or delivering copies of the Notice of Meeting, the Management Information Circular, the form of proxy (the “Proxy”) and/or the voting instruction form (the “VIF”) to the beneficial owners. However any such payments must be pre- approved by the Company. The Company will furnish to such persons, upon request to the Secretary of the Company, and without additional cost, additional copies of the Notice of Meeting, the Management Information Circular, and the Proxy and/or the VIF.

NOTICE AND ACCESS

In accordance with the Notice and Access rules adopted by the Ontario Securities Commission under NI 54-101, the Company is sending its proxy-related materials (the “Proxy Materials”) to shareholders using the Notice and Access method. Therefore, although shareholders will still receive the Proxy and/or VIF in paper copy, the additional Proxy Materials, including this Management Information Circular, the Notice of Meeting, the Annual Report (containing the annual audited consolidated financial statements and related MD&A) will not be physically delivered. Instead, shareholders may access or download the Proxy Materials from the Company's website at www.poet-technologies.com/agm or may also access them from SEDAR at www.sedar.com under the Company's filed documents. The Company believes that this delivery method will expedite the receipt of the Proxy Materials by shareholders, reduce its printing and mailing expenses and reduce the environmental impact of disposing of the Proxy Materials after they are no longer useful.

Registered holders or beneficial owners may request paper copies of the Notice and Management Information Circular booklet be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Proxy Materials are posted on the Company's website. In order to receive a paper copy of the Proxy Materials or if you have questions concerning Notice and Access, please contact the Secretary of the Company, by telephone at 416-862-7330 or by e-mail at agm@poet- technologies.com or call the Company’s registrar and transfer agent, TMX Equity Transfer Services Inc. (“TMX Equity”) at 1-866-393-4891.

The purpose of the Proxy and/or VIF which were mailed to shareholders is to designate persons who will vote the Proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the said form.

VOTING PROCESS – REGISTERED SHAREHOLDERS

Appointment of Proxies

The persons named in the Proxy are officers and/or directors of the Company (the “Management Proxyholders”). A registered shareholder can appoint a person other than the Management Proxyholders,

- 1 -

who need not be a shareholder, to represent him or her at the Meeting by inserting such person’s name in the blank space provided in the Proxy or by completing another form of proxy.

A registered shareholder appointing a proxyholder may indicate the manner in which the appointed proxyholder can vote with respect to any specific item by checking the space opposite the item on the Proxy. If the shareholder giving the Proxy wishes to confer a discretionary authority with respect to any item of business, then the space opposite the item should be left blank. The Shares represented by the Proxy submitted by a shareholder will be voted or withheld from voting in accordance with the directions, if any, given in the Proxy.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholders will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by Management at the Meeting.

Voting Shares by Proxy

Registered shareholders at the close of business on May 27, 2016 may vote their proxies as follows:

Internet voting: Go to the website indicated on the Proxy (http://www.voteproxyonline.com) and follow the instructions on the screen. To appoint a proxyholder, other than Management Proxyholders, to represent you at the Meeting, inserting such person’s name in the blank space provided on the online Proxy. Then complete your voting instructions and submit the form. The time and date submitted will automatically be recorded.

Voting by mail or fax: Complete the Proxy in a legible manner. To appoint a proxyholder, other than the Management Proxyholders, to represent you at the Meeting, insert such person’s name in the blank space provided in the Proxy. Complete your voting instructions by checking the appropriate boxes on the Proxy, date and sign the form. You may either send the completed Proxy to TMX Equity by mail or by fax. Do not send by both methods. The address is Suite 300, 200 University Avenue, Toronto, Ontario M5H 4H1 and the fax number is 416-595-9593.

Deadline for Receipt of Proxies

The deadline for receiving duly completed and executed forms of proxy or submitting your proxy by fax or over the internet is 1:00 p.m. (EDT) on May 27, 2016, or no later than 48 hours (excluding Saturdays, Sundays and holidays) before the time of any adjourned or postponed Meeting. A registered shareholder attending the Meeting has the right to vote in person, but he must, before the start of the Meeting, register with the scrutineer of the Meeting. If he had previously submitted a Proxy, he must specifically request that his proxy be nullified with respect to the matters and any subsequent matters thereafter to be voted upon at the Meeting or any adjournment or postponement thereof, thereby permitting him to vote in person. Notwithstanding the foregoing, the Chair of the Meeting has the sole discretion to accept proxies received after such deadline but is under no obligation to do so.

Revocation of Proxies

A proxy submitted pursuant to this solicitation may be revoked in any manner permitted by law and by written notice, signed by the shareholder or by the shareholder’s attorney authorized in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney), and deposited with the Company’s transfer agent, TMX Equity, Suite 300, 200 University Avenue, Toronto, Ontario M5H 4H1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof, at which the proxy is to be used.

A proxy submitted pursuant to this solicitation may also be revoked prior to the commencement of voting by attending the Meeting in person and registering with the scrutineer as a registered shareholder personally present and requesting to nullify his proxy to allow him to vote in person.

A revocation of proxy does not affect any matter on which a vote has been taken before the revocation.

- 2 -

Exercise of Discretion by Proxies

The persons named in the enclosed Proxy will vote the Shares in respect of which they are appointed in accordance with the direction of the shareholders appointing them. In the absence of such direction, the relevant Shares will be voted in favour of the passing of all the resolutions described below.

The enclosed Proxy confers discretionary authority on the persons named in the Proxy with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the time of printing of this Circular, Management knows of no such amendments, variations or other matters to come before the Meeting. However, if amendments or variations to any other matters which are not now known to Management should properly come before the Meeting, the Proxy will be voted on such matters in accordance with the best judgment of the named proxyholder.

VOTING PROCESS – NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Company or the persons they appoint as their proxyholders are permitted to vote at the Meeting. Many shareholders of the Company are referred to as “non-registered” shareholders (“Non-Registered Shareholders”) because the Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the Shares. Shares held by brokers or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, a broker and its agents and nominees are prohibited from voting Shares for their clients. Therefore, Non-Registered Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person or that the Shares are duly registered in their name.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Non- Registered Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own forms and voting instructions to clients, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Shares are voted at the Meeting. Shares beneficially owned by a Non-Registered Shareholder are registered either:

i)	in the name of an intermediary (“Intermediary”) that the Non-Registered Shareholder deals with in respect of the Shares of the Company (Intermediaries include, amongst others, banks, trust companies, securities dealers or brokers, and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or
ii)	in the name of a clearing agency (such as CDS Clearing and Depository Services Inc. in Canada or The Depository Trust & Clearing Corporation in the United States) of which the Intermediary is a participant.

Unless you have previously informed your Intermediary/broker that you do not wish to receive material relating to the Meeting, you should have received a Proxy or a VIF. In either case you have the right to exercise voting rights attached to the Company’s Shares beneficially owned by you, including the right to attend and vote the Shares directly at the Meeting, assuming that you follow the instructions contained in the said Proxy or VIF.

The documents that you receive and from whom you receive them will vary depending upon whether you are a "non-objecting beneficial owner" ("NOBO") residing in Canada, which means you have provided instructions to your Intermediary that you do not object to the disclosure of the beneficial ownership information about you to the Company, or an "objecting beneficial owner" ("OBO") residing in Canada, which means that you have objected to the disclosure of such beneficial ownership information about you to the Company, or a non-registered shareholder residing outside of Canada (the “Other Non-Registered Shareholders”).

NOBO Shareholders

TMX Equity is handling the mailing to NOBO’s in addition to mailing to the Registered Shareholders. All NOBO Shareholders of the Company will receive a VIF from TMX Equity.

If you are a NOBO shareholder of the Company, and TMX Equity has sent a VIF directly to you, your name and address and information about your holdings of Shares of the Company have been obtained in

- 3 -

accordance with applicable securities regulatory requirements from the intermediary/broker holding Shares on your behalf. By choosing to send the VIF to you directly, the Company has assumed responsibility for (i) delivering the VIF to you, and (ii) executing your proper voting instructions.

Therefore a NOBO Shareholder of the Company can vote the Shares represented by his VIF in a similar manner as registered shareholders. The process to vote a VIF or to appoint a proxyholder are the same as that described under “Voting Process – Registered Shareholders”, except that:

 • the form received by him is a VIF instead of a Proxy; and

 • a NOBO shareholder cannot attend the Meeting to vote in person unless, at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting, he appoints himself as a proxyholder according to the instructions provided on the VIF and registers with the scrutineer upon arriving at the Meeting.

OBO Shareholders

In accordance with applicable securities law requirements, the Company will upon request distribute copies of the Proxy Materials to the clearing agencies and intermediaries for distribution to OBO Shareholders and to the Other Non-Registered Shareholders. Intermediaries are required to forward the Proxy Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived the right to receive them. Intermediaries often use service companies to forward the Proxy Materials to Non- Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive Proxy Materials will either:

 • be given a VIF which is not signed by the Intermediary and which, when properly completed and signed by the Non-Registered Shareholder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow. Typically, this VIF will consist of a one page pre-printed form; or

 • be given a Proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Shares beneficially owned by the OBO shareholder but which is otherwise not completed by the Intermediary. Because the Intermediary has already signed the Proxy, the signature of the OBO shareholder is not required when submitting the Proxy.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares of the Company that they beneficially own. Since only registered shareholders and their proxyholders may attend and vote at the Meeting, if a Non-Registered Shareholder attends the Meeting, the Company will have no record of the Non-Registered Shareholder’s shareholding or of his/her or its entitlement to vote unless the Non-Registered Shareholder’s nominee has appointed the Non- Registered Shareholder as proxyholder. Therefore, a Non-Registered Shareholder who receives one of the above forms and wishes to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should insert the Non- Registered Shareholder’s name or such other person’s name in the blank space provided, and depending on the design of the VIF, may need to strike out the names of the Management Proxyholders listed therein. The voting instructions given to the Non-Registered Shareholder, may provide for voting by telephone, on the Internet, by mail or by fax. In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when and where the Proxy or VIF is to be delivered.

A Non-Registered Shareholder, who has submitted a Proxy, may revoke it by contacting the Intermediary through which the Non-Registered Shareholder’s Shares are held and following the instructions of the Intermediary respecting the revocation of proxies. This procedure should be initiated sufficiently in advance of the Meeting to ensure there is sufficient time to implement your instructions.

In all cases it is important that the Proxy or VIF be received by the Intermediary or its agent sufficiently in advance of the deadline set forth in the Notice of Meeting to enable the Intermediary or its agent to provide voting instructions on your behalf before the deadline.

Failing to follow the proper voting instructions described in the VIF may invalidate your vote and/or not allow you attend and vote in person at the Meeting.

- 4 -

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue unlimited Shares without par value, of which 217,758,337 shares are issued and outstanding as at May 24, 2016. The Company has fixed the close of business on May 27, 2016 as the record date (the “Record Date”) for the purpose of determining shareholders entitled to receive notice of and vote at the Meeting. In accordance with the provisions of the Business Corporations Act (Ontario), the Company has prepared a list of shareholders on the Record Date. Each shareholder is entitled to one vote for each share held in respect to each matter to be voted at the Meeting. Only shareholders of record on the Record Date are entitled to vote at the Meeting.

To the knowledge of the directors and officers of the Company, no person beneficially owns, directly or indirectly, or controls or directs shares carrying 10% or more of the voting rights attached to all shares of the Company.

ELECTION OF DIRECTORS

The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed Proxy will be voted for the nominees herein listed.

The Company is required to have an audit committee. Members of the audit committee and other committees of the Board of Directors of the Company (the “Board”) are as set out in the table below.

The number of directors of the Company to be elected at the Meeting is seven. Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:

Name, Jurisdiction of Residence and Position	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Date First Elected or Appointed as a Director	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed (4)
Todd A. DeBonis (2) Aptos, CA, USA	President and CEO of Pixelworks, Inc. (NASDAQ: PXLW) since January 2016; Vice President of Global Sales and Strategic Development at TriQuint Semiconductor from April 2004 to February 2015.	April 7, 2015	nil
David E. Lazovsky (1) Los Gatos, CA, USA	President and Chief Executive Officer of Intermolecular (NASDAQ: IMI) from September 2004 to October 2014.	April 7, 2015	nil
Ajit Manocha (2)(3) Los Gatos,CA, USA	Executive Co-Chairman of the Company since November 17, 2014; Executive Vice-Chairman from July 7 to November 17, 2014; Chief Executive Officer of Global Foundries from June 2011 to Jan. 2014, from March 2009 to May2011, he served on the boards of Maskless Lithography, SVTC Technologies and Signet Solar and was advisor to Philips Lumileds, ASE, SOITEC and ATIC.	July 7, 2014	nil
John F. O’Donnell (2) (3) Toronto, ON, Canada	Independent lawyer practising in Toronto, Ontario since 1973 (currently counsel to Stikeman Keeley Spiegel Pasternack LLP).	February 14, 2012	30,000
Chris Tsiofas (1) (2) (3) Toronto, ON, Canada	Partner with Chartered Accountancy firm of Myers Tsiofas Norheim LLP since 1994.	August 21, 2012	25,000

- 5 -

Name, Jurisdiction of Residence and Position	Principal Occupation or employment and, if not a previously elected Director, occupation during the past 5 years	Date First Elected or Appointed as a Director	Number of Common Shares beneficially owned, directly or indirectly, or controlled or directed (4)
Suresh Venkatesan Los Gatos, CA, U.S.A.	CEO of the Company since June 11, 2015. Previously, Senior Vice President, Technology Department at Global Foundries	June 11, 2015	40,000
Mohandas Warrior (1) Palo Alto, CA, U.S.A.	President and Chief Executive Officer of Alfalight Inc.since February 2004.	June 15, 2015	nil

(1)    Current Member of the Audit Committee.

(2)    Current Member of Compensation Committee.

(3)    Current Member of Corporate Governance and Nominating Committee.

(4)    Shares beneficially owned, directly or indirectly, or over which control or direction is exercised, as at May 24, 2016, based upon information filed on SEDI by the individual directors or furnished to the Company by them. Unless otherwise indicated, such shares are held directly.

The following briefly describes the qualification and experience of the nominees to the Board:

Todd A. DeBonis – Mr. DeBonis is a veteran semiconductor executive with over 27 years of expertise in sales, marketing and corporate development. He is currently President and CEO of Pixelworks, Inc., having joined the company in January 2016. For the last decade prior to that, Mr. DeBonis was the Vice President of Global Sales and Strategic Development at TriQuint Semiconductor, Inc. Mr. DeBonis played an integral part in the recent merger with RF Micro Devices, Inc. and subsequent creation of Qorvo, Inc. (NASDAQ: QRVO). Mr. DeBonis previously held the position of Vice President, Worldwide Sales and Marketing at Centillium Communications. Mr. DeBonis also served as the Vice President, Worldwide Sales for Ishoni Networks and Vice President, Sales & Marketing for the Communications Division of Infineon Technologies North America. Mr. DeBonis has a B.S. degree in Electrical Engineering from the University of Nevada.

David E. Lazovsky – Mr. Lazovsky is the founder of Intermolecular, Inc. (NASDAQ: IMI) and served as the Company's President and Chief Executive Officer and as a member of the Board of Directors from September 2004 to October 2014. Mr. Lazovsky has an in-depth knowledge of the semiconductor industry, technology and markets. Prior to founding Intermolecular, Mr. Lazovsky held several senior management positions at Applied Materials Inc. (NASDAQ: AMAT). From 1996 through August 2004, Mr. Lazovsky held management positions in the Metal Deposition and Thin Films Product Business Group where he was responsible for managing more than $1 billion in Applied Materials' semiconductor manufacturing equipment business. From 2003 until 2004, Mr. Lazovsky managed key strategic accounts in Business Management where he worked closely with leading integrated circuit manufacturers to ensure Applied Materials was developing and providing cutting-edge technology solutions. From 2002 until 2003, Mr. Lazovsky served as the Technology Program Manager for the Endura 2 Platform, Applied Materials' flagship 300mm metal deposition platform. From 2000 until 2002, Mr. Lazovsky was based in Grenoble, France and served as Director of Business Management for the European region in the Metal Deposition Product Business Group. Previously, Mr. Lazovsky served as a Business Manager from 1997 to 2000, Account Product Manager from 1995 to 1997. Mr. Lazovsky holds a B.S. in mechanical engineering from Ohio University and, as of March 31, 2014, held 41 pending or issued U.S. patents.

Ajit Manocha – Mr. Manocha has over 35 years of experience in the semiconductor industry with deep knowledge of semiconductor technology and operations. He has worked in all aspects of the business including research, applied development, manufacturing, worldwide sales, global supply chain and IT, and his most recent role was as CEO of GlobalFoundries from June 2011 to January 2014. He has a wealth of experience by working in companies like AT&T, Bell Labs/Microelectronics, Philips Semiconductors (now known as NXP), Spansion, and GlobalFoundries. He has managed at various executive levels and successfully led organizations of various sizes ranging from very small organizations with fewer than 15 people to very large organizations with well over 25,000 people. He has also served on various boards as director and chairman. He is currently representing GlobalFoundries on the

- 6 -

Semiconductor Industry Association Board and is also serving on the U.S. Presidential Committee for Advanced Manufacturing Partnership.

John F. O’Donnell – Mr. O’Donnell has a BA (Economics) and an LLB. He has practiced law in the City of Toronto since 1973 and has been on the Board of Directors of the Company since February 2012. He is currently counsel to Stikeman Keeley Spiegel Pasternack LLP. His practice is primarily in the field of corporate and securities law and, as such, he is and has been counsel to several publicly traded companies. Mr. O’Donnell is currently also Chairman of the Board of Montana Gold Mining Company Inc. (CSE: MGM).

Chris Tsiofas – Mr. Tsiofas is a Chartered Accountant (CA) and a Chartered Professional Accountant (CPA). He earned a Bachelor of Commerce Degree from the University of Toronto in 1991 and has been a member of the Institute of Chartered Accountants of Ontario since 1993. He has been on the Board of Directors since August 2012. He is a partner with the Toronto Chartered Accountancy firm of Myers Tsiofas Norheim LLP, a position he has held since 1994.

Dr. Suresh Venkatesan – Dr. Venkatesan was most recently Senior Vice-President, Technology Development at Global Foundries and was responsible for the Company’s Technology Research and Development. Dr. Venkatesan joined Global Foundries in 2009, where he led the development and ramp up 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.

Mr. Mohandas Warrior – Mohan has been the President & CEO of Alfalight, Inc. since 2004 – a high power diode laser company which serves military and industrial customers. Mohan is a 30+ year semiconductor industry veteran with 15 years of experience at Motorola Semiconductors where he held senior executive responsibilities in engineering and operations. Following Motorola, he successfully launched two venture-backed companies in Austin, Texas. He was a founding charter member of the Austin chapter of TiE and served on the Texas Higher Education Panel. He has also served on the Electronics Materials panel of the National Science Foundation and has been an invited speaker/panelist to many semiconductor forums. He serves on the Boards of several opto-electronic and technology companies. Mohan’s academic credentials include a BS in Chemical Engineering from IIT Delhi, a MS in Chemical Engineering from Syracuse University and an MBA from the Kellogg School of Management at Northwestern University.

No proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the directors and executive officers of the company acting solely in such capacity.

To the knowledge of the Company, no proposed director:

(a)	is, as at the date of the Information Circular, or has been, within 10 years before the date of the Information Circular, a director, chief executive officer ("CEO") or chief financial officer ("CFO") of any company (including the Company) that, while that person was acting in that capacity:
	(i)	was the subject, while the proposed director was acting in the capacity as director, CEO or CFO of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or
	(ii)	was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the proposed director ceased to be a director, CEO or CFO but which resulted from an event that occurred while the proposed director was acting in the capacity as director, CEO or CFO of such company; or
(b)	is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

- 7 -

(c)	has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
(d)	has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(e)	has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

The following directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
John F. O’Donnell	Montana Gold Mining Company Inc. (CSE: MGM)
Todd A. DeBonis	Pixelworks, Inc. (NASDAQ: PXLW)

If there are more nominees for election as directors than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

The Board has adopted a policy for majority voting for individual directors (“Majority Voting Policy”). Under the Majority Voting Policy, the Proxy for any shareholders meeting where directors are to be elected will enable each shareholder to vote for, or withhold from voting on, each director nominee (the “Nominee” or collectively the “Nominees”) separately. If votes “for” the election of a Nominee are fewer than the number voted “withheld”, the Nominee is expected to submit his or her resignation promptly after the meeting of shareholders for the consideration of the Corporate Governance and Nomination Committee (the “CGN Committee”). The CGN Committee will make a recommendation to the Board after reviewing the matter, and the Board will then decide whether to accept or reject the resignation. The Board’s decision to accept or reject the resignation will be disclosed to shareholders. The Nominee will not participate in any CGN Committee or Board deliberations as to whether to accept or reject the resignation. The Majority Voting Policy does not apply in circumstances involving contested director elections. 

EXECUTIVE COMPENSATION

A)Compensation Discussion and Analysis

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide information about the Company’s executive compensation objectives and processes and to discuss compensation decisions relating to the Company’s senior officers in 2015.

DESCRIPTION AND EXPLANATION OF ELEMENTS OF COMPENSATION PROGRAM

(i)The objectives of the Company’s executive compensation program are:

•to attract, retain and motivate quality executives; 

•to align the interests of executives with those of the Company’s shareholders;

•to provide total compensation to executives that is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions;

•to evaluate executive performance on the basis of targets determined by the Board;

•to be cognizant of expense management in determination of compensation rewards.

(ii)The executive compensation program has been designed to reward executives for:

•the reinforcement of the Company’s business objectives and values;

•the attainment of key research and financial milestones dependant on the executive; and their individual performance and significant achievements.

(iii)The executive compensation program consists of the following elements: base salary, variable pay compensation and stock option incentives.

- 8 -

(iv)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 a very important element of the variable pay compensation and do not require cash disbursement from the Company. Stock options are also generally awarded to officers and consultants at the time of hire and are used as a recruitment tool to attract highly qualified and experienced executives and consultants to the Company. Stock options are also granted at other times during the year. As the Company is still continuing to develop its POET 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 Board has to consider 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. Also the granting of stock options aligns officers’ rewards with an increase in shareholder value over the 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 the value of the shareholders’ investments.

(v)Determination of the Amount of Each Compensation Program Element - In order to assist the Board 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 officer’s compensation, the Compensation Committee receives input from the Chairmen of the Board, and the Chief Executive Officer of the Company. The Compensation Committee has engaged Compensia to conduct a Peer Group review that was prepared with the input of the CEO. A draft Peer Group was circulated and the CEO felt it was appropriate. Compensia has given guidance to the Compensation Committee with respect to appropriate comparative terms for its incentive stock option plan and a salary review of various positions relative to the Peer Group. The Compensation Committee will utilize the comparative reviews to assist in making appropriate recommendations.

Base Salary - The base salary for officers, is reviewed by the Compensation Committee of the Board, within a reasonable time prior to the expiry of the current employment or consulting agreement, with input and direction being provided by the Chairmen of the Board, and the Chief Executive Officer of the Company. The base salary review takes into consideration the current competitive market conditions, experience, proven and/or expected performance, and the particular skills of the officer.

For more information on salaries paid to the executives, refer to the Summary Compensation Table.

Variable Pay Compensation – The Company has no current procedure to assess each officer’s role in adding to the Company’s growth. However, there are occasions when there can be significant officer achievements that further the business potential of the Company or create vital successes to the Company. Therefore, there are times when a discretionary variable pay award may be made to an officer. This type of payment is done after presenting the achievement to the Compensation Committee. If deemed important to the success of POET’s business, the Committee can approve such an ad hoc variable payment. Stock Options are a non-cash component of the Variable Pay Compensation and are discussed below.

Stock Options - The Board, based on recommendations of the Compensation Committee where appropriate, makes the following determinations:

•it selects officers and other persons who are entitled to participate in the Stock Option Plan;

•it determines the number of options granted to such individuals;

•it determines the date on which each option is granted and the corresponding exercise price; and

- 9 -

•it determines the vesting schedule for the stock options granted.

The Board makes these determinations subject to the provisions of the existing Stock Option Plan. For more information refer to the section entitled “B) Option-Based Awards”.

(vi)Each element of the compensation program has been designed to meet one or more objectives of the overall executive compensation plan. The fixed base salary of each officer, combined with the variable pay compensation and stock options, has been designed to provide the total compensation package which the Board believes is reasonably competitive with that provided by other companies in the peer group and others of comparable size engaged in similar business in appropriate regions. In addition, the variable pay compensation has been designed to align the interests of executives with those of the Company’s shareholders and to evaluate financial performance on basis of relevant technical or financial milestones. Option grants are designed to align executives’ and shareholders’ interests and to provide longer term compensation incentives.

REVIEW AND APPROVAL

The Compensation Committee of the Board is responsible for making recommendations for approval by the Board with respect to remuneration of executives of the Company including the Chief Executive Officer of the Company and senior officers of the Company. All executive compensation components are reviewed by the Compensation Committee as needed and its recommendations are subject to approval of the Board, as appropriate.

B)Option-Based Awards

The Company’s stock option plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Compensation Committee and the Board take into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options. With these guidelines, the Board ensures that such new grants are in accordance with the policies of the TSX Venture Exchange (“TSXV”), and closely align the interests of the executive officers with the interests of shareholders.

The exercise of options by an Optionee, who is an officer, employee or director of the Company, will generally create an immediate tax liability to the Optionee as follows:

•If the said Optionee resides in Canada, he will be deemed, whether or not the shares were sold, to have received an employment income equal to the value of the option exercised and will be required to pay the Company, in addition to the cost of exercise, an amount equal to the tax liability of the deemed employment income, in order for the Company to remit withholding taxes to Canada Revenue Agency following the exercise. Subsequent capital gains or losses will be calculated based on the market price on the day of exercise, but capital losses cannot offset the deemed employment income.

•If the said Optionee resides in the USA, he will be required, for the tax year of the exercise, to pay income tax on the value of the option exercised, equal to the amount of short-term or long- term Capital Gain tax rates when the shares are sold, or if applicable, according to Alternative Minimum Tax rates. Depending on the circumstances, the Company may be required to collect from the said Optionee, a withholding tax in order for the Company to remit to the IRS following the exercise.

Optionees can exercise their options at any time at their discretion, and, except for times when the officers, directors and employees are prohibited from trading under the corporate governance policies of the Company (when the “Trading Window” is closed), are also free to sell their shares acquired through exercising their options at any time at their discretion, subject to notification to Management. Options exercised while the Trading Window is closed can only be sold after the Trading Window reopens. The Company has entered into an agreement with Solium Capital Inc. to provide a broker assisted exercise program for Optionees under the Company’s Stock Option Plan.

- 10 -

C)   Summary Compensation Table

The following table (presented in accordance with National Instrument Form 51-102F6 - Statement of Executive Compensation ("Form 51-102F6") sets forth all annual and long term compensation for services in all capacities to the Company for the three most recently completed financial years of the Company (to the extent required by Form 51-102F6) earned by each Named Executive Officers (“NEO”). Form 51-102F6 defines “NEO” or “named executive officer” to mean each of the following individuals: (a) a CEO; (b) a CFO; (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year; and (d) each individual who would be an NEO but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

NEO Name and Principal Position	Year	Salary (US$)	Share- Based Awards (1) (US$)	Option-Based Awards (1) (2)		Non-Equity Incentive Plan Compensation (US$) (2)		Pension Value (US$)	All Other Compensation (US$) (2)	Total Compen- sation (US$) (2)
				No. of Options	(US$)	Annual Incentive Plans	Long- term Incentive Plans
Peter Copetti (3) Executive Co-Chairman	2015 2014 2013	391,650 247,963 180,782	N/A N/A N/A	200,000 600,000 300,000	188,885 511,479 110,996	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 339,675 56,495	580,535 1,099,117 348,273
Ajit Manocha (4) Executive Co-Chairman	2015 2014	500,000 250,000	N/A N/A	200,000 2,100,000	188.885 2,469,164	Nil Nil	Nil Nil	Nil Nil	Nil Nil	688,885 2,719,164
Kevin Barnes (5) Chief Financial Officer	2015 2014 2013	84,596 76,087 67,793	N/A N/A N/A	75,000 50,000 200,000	60,444 42,623 68,886	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	145,040 118,710 136,679
Stephane Gagnon (6)  Former Chief Operating Officer	2015 2014 2013	84,795 166,063 28,247	N/A N/A N/A	Nil 150,000 800,000	Nil 127,870 253,805	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil 7,246 Nil	84,795 301,179 282,052
Daniel DeSimone (7)  Former Chief Technical Officer	2015 2014	160,977 114,244	N/A N/A	540,000 500,000	348,080 452,174	Nil Nil	Nil Nil	Nil Nil	Nil Nil	509,057 566,418
Suresh Venkatesan (8) Chief Executive Officer	2015	306,378	N/A	6,357,000	5,421,577	Nil	Nil	Nil	Nil	5,727,955
Subhash Deshmukh (9) Chief Operating Officer	2015	141,186	N/A	1,500,000	1,508,884	Nil	Nil	Nil	Nil	1,650,070

NOTES:

(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 exchange rate applicable on the date of grant.

(3)    Mr. Copetti was appointed Executive Director from June 8, 2012 to February 10, 2014. He became Interim CEO from February 11, 2014 (until June 11, 2015) and Executive Chairman on February 11, 2014. He also serves as a director of the Company, but receives no additional compensation for services as a director. Mr. Copetti resigned as a director and as an Executive Chairman on April 30, 2016.

(4)    Mr. Manocha was appointed to the Board on July 7, 2014 as Executive Vice-Chairman. On November 17, 2014 he was appointed a Co-Chairman of the Board.

(5)    Mr. Barnes served as Controller of the Company until November 30, 2012 and CFO since December 1, 2012.

(6)    Mr. Gagnon took office on November 4 , 2013 and ceased employment with the Company on June 30, 2015.

(7)    Mr. DeSimone ‘s role as Chief Technical Officer ended on June 8, 2015.

(8)    Dr. Suresh Venkatesan was appointed Chief Executive Officer on June 11, 2015.

(9)    Dr. Subhash Deshmukh was appointed Chief Operating Officer on June 8, 2015.

- 11 -

D)Incentive Plan Awards

(i)     Incentive Plan Awards

The following table sets forth information concerning all awards outstanding under the Stock Option Plan of the Company at the end of the most recently completed financial year, including awards granted before the most recently completed financial year, to each of the Named Executive Officers:

NEO Name	Option-Based Awards				Share-Based Awards
	No. of Shares Underlying Unexercised Options (#)	Option Exercise Price ($/share)	Option Expiration Date	Value of Unexercised In- The Money Options (1) (US$)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share- Based Awards That Have Not Vested (US$)
Peter Copetti	2,500,000	CA$0.235	08-June-2017	1,396,744	N/A	N/A
	500,000	CA$0.445	15-Nov-2017	203,654	N/A	N/A
	300,000	CA$0.49	13-Aug-2018	112,460	N/A	N/A
	600,000	CA$1.24	12-Aug-2019	Nil	N/A	N/A
	200,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Ajit Manocha	2,000,000	CA$1.75	03-Jul-2019	Nil	N/A	N/A
	100,000	CA$1.24	12-Aug-2019	Nil	N/A	N/A
	200,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Kevin Barnes	25,000	CA$0.23	16-Feb-2022	14,058	N/A	N/A
	10,000	CA$0.28	17-Mar-2020	5,263	N/A	N/A
	100,000	CA$0.44	14-Nov-2018	41,091	N/A	N/A
	100,000	CA$0.445	15-Nov-2017	40,731	N/A	N/A
	100,000	CA$0.49	13-Aug-2018	37,488	N/A	N/A
	25,000	CA$0.51	28-Sep-2021	9,011	N/A	N/A
	50,000	CA$0.76	28-Feb-2021	9,011	N/A	N/A
	50,000	CA$1.24	12-Aug-2019	Nil	N/A	N/A
	50,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
	25,000	CA$1.08	13-Aug-2020	Nil	N/A	N/A
Stephane Gagnon	300,000	CA$0.43	4-Oct-2018	25,422	N/A	N/A
	500,000	CA$0.44	14-Nov-2018	37,663	N/A	N/A
	150,000	CA$1.24	12-Aug-2019	29,891	N/A	N/A
Daniel DeSimone	200,000	CA$1.44	03-Apr-2019	Nil	N/A	N/A
	300,000	CA$1.24	12-Aug-2019	Nil	N/A	N.A
	40,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
	500,000	CA$1.65	30-Mar-2020	Nil	N/A	N/A
Dr. Suresh Venkatesan	6,357,000	CA$1.40	15-Jun-2020	Nil	N/A	N/A
Dr. Subhash Deshmukh	1,500,000	CA$1.62	24-Apr-2020	Nil	N/A	N/A

1)  This amount is calculated based on the difference between the market value of the shares underlying the vested and unvested options at the end of the most recently completed financial year, being CA$1.01 (US$0.7209), and the exercise or base price of the option. The exchange rate used in these calculations to convert CAD to USD was 0.7209, being the rate on December 31, 2015

- 12 -

(ii)    Outstanding Share-Based Awards and option-Based Awards – Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to Named Executive Officers are as follows:

NEO Name	Option-Based Awards - Value Vested During The Year (1) (US$)	Share-Based Awards - Value Vested During The Year (2) (US$)	Non-Equity Incentive Plan Compensation - Value Earned During The Year (US$)
Peter Copetti	60,540	N/A	Nil
Ajit Manocha	2,187	N/A	Nil
Kevin Barnes	38,850	N/A	Nil
Stephane Gagnon	47,181	N/A	Nil
Daniel DeSimone	18,885	N/A	Nil
Dr. Suresh Venkatesan	Nil	N/A	Nil
Dr. Subhash Deshmukh	Nil	N/A	Nil

(1)   This amount is the dollar value that would have been realized 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 NEOs to have realized 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 was 0.7209, being the rate on December 31, 2015.

(2)   This amount is the dollar value realized computed by multiplying the number of shares or units by the market value of the underlying shares on the vesting date.

(iii)    Narrative Discussion

The current stock option plan of the Company is the 2015 Fixed Stock Option Plan (the "2015 Plan") which was approved by the disinterested shareholders of the Company on June 12, 2015 and accepted for filing by the TSXV). Under the 2015 Plan, the Company is required to reserve a number of shares eligible for granting under the Plan, which needs to be approved by shareholders and cannot exceed 20% of the issued and outstanding shares. The 2015 Plan reserved 36,326,000 shares as the maximum number (the "Fixed Number") of common shares which may be issued pursuant to options granted under the 2015 Plan and previous plans.

On November 10, 2015, the directors resolved to increase the Fixed Number of shares reserved for issuance under the Company’s Stock Option Plan to such number equal to 20% of the issued and outstanding shares of the Company on the day prior to the Meeting, subject to shareholder and TSXV approval. For more information refer to the section entitled “Approval of Stock Option Plan”.

The purpose of the Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with that of the shareholders. Options are exercisable over periods of up to ten (10) years as determined by the Board and are required to have an exercise price no less than the closing market price of the Company’s shares prevailing on the last trading day before the option is granted less a discount of up to 25%, the amount of the discount varying with market price in accordance with the policies of the TSXV. Generally, the Company does not grant options at a discount to the market price. Pursuant to the Plan, the Board may from time to time authorize the issue of options to directors, officers, employees and consultants of the Company and its subsidiaries or employees of companies providing management or consulting services to the Company or its subsidiaries. In addition, as a percentage of the issued and outstanding shares at the time of grant, the number of shares which may be reserved for issuance:

(a)to all optionees under the Stock Option Plan in aggregate shall not exceed 20%;

(b)to all insiders as a group may not exceed 20%; and

- 13 -

(c)to any one individual may not exceed 2% on a yearly basis if the optionee is engaged in investor relations activities or is a consultant.

Previously, options granted under the Plan generally vested as to 25% six months from the day of grant and 25% every six months thereafter. By resolution of the Directors dated February 25, 2016, it was resolved that, generally, the terms of stock options would be ten years with 25% of the stock options vesting on the first anniversary of the grant of the options and the balance vesting quarterly for three years thereafter. However, the Board can vary the vesting schedule for differing purposes, subject to complying with TSXV Policies.

The Plan provides that if a change of control, as defined therein, occurs, all shares subject to option shall immediately become vested and may thereupon be exercised in whole or in part by the option holder. The exercise price for options is generally set at the closing price of the common shares of the Company as of the last trading day prior to the date of the grant of the options, in accordance with TSXV Policies.

As at December 31, 2015, the number of outstanding options granted under the Stock Option Plan was 26,718,500. For more information, refer to Note 9 “Stock Option and Contributed Surplus” in the Company’s audited financial statements for the year ended December 31, 2015. The criteria for determining awards to the NEOs is described under the “Stock Options” subsection of “Description and Explanation of Elements of Compensation”. As of May 24, 2016, the number of outstanding options granted under the Stock Option Plan was 25,680,500.

The Company’s Non-Equity Incentive Plan for compensation to the NEOs along with the criteria for determining awards is described under the “Variable Pay Compensation” subsection of “Description and Explanation of Elements of Compensation”.

E)Pension Plan Benefits

(i)        Defined Benefit Plans

    The Company does not provide a defined benefit plan to the NEOs or any of its employees.

(ii)        Defined Contribution Plans

    The Company offers a defined contribution plan that is a 401K Plan for the US Subsidiary but does not contribute toward such plan.

(iii)      Deferred Compensation Plans

    The Company does not have any Deferred Compensation Plans other than that described above.

F)Termination and Change of Control Benefits

The Company and/or its subsidiaries have employment contracts with the following Named Executive Officer as follows:

•Mr. Copetti entered into an Employment Agreement with the Company, dated February 10, 2014 (the “Agreement”), wherein (i) he was paid CA$20,000 per month or (CA$240,000 per year) until December 31, 2014, (ii) he is eligible for annual and special bonuses as determined by the Board of Directors; (iii) he is reimbursed up to CA$5,000 for gym membership and medical tests; and (iv)he will receive a severance of twelve months on termination of employment by the Company, other than for cause. Mr. Copetti’s salary was adjusted to CA$31,250 per month or (CA$375,000 per year) in October 2014. Mr. Copetti’s employment agreement was extended on a month to month basis with an adjusted salary of CA$41,667.67 per month. On October 1, 2015, the Company extended Mr. Copetti’s employment agreement. The extended agreement divided his compensation between his compensation as an executive and his compensation as the Co- Chariman of the Board. As of October 1, 2015, Mr. Copetti is paid, annually, CA$375,000 as an executive and US$125,000 as Co-Chairman of the Board. The other terms of the contract remained unchanged.

- 14 -

•Mr. Manocha entered into a memorandum of understanding (MOU) dated July 3, 2014, wherein (i) he will be paid US$41,667.67 per month (or US$500,000 per year) and he was granted 2,000,000 stock options. Mr. Manocha’s MOU was accepted. On October 1, 2015, the Company extended Mr. Manocha’s employment at the same annual rate of pay. The extension, however, divided his compensation between his compensation as an executive and his compensation as the Co-Chairman of the Board. As of October 1, 2015, Mr. Manocha is paid annually US$375,000 as an executive and US$125,000 as Co-Chairman of the Board.

•Mr. DeSimone entered into Letter of Agreement dated March 28, 2014, wherein (i) he will be paid US$10,416.67 per month (or US$125,000 per year) and (ii) he was granted 200,000 stock options exerciseable for a period expiring on April 3, 2019 at a price of $1.44 per share.

•Dr. Venkatesan entered into an Executive Employment Agreement with an effective date of June 10, 2015 wherein (i) he will be paid US$550,000 per year under at-will terms of employment; (ii) he will be eligible for annual and special bonuses as determined by the Board of Directors; (iii) he was granted 6,357,000 stock options vesting over 4 years; (iv) he is eligible for a signing bonus of US$450,000 payable on the first anniversary of the effective date provided that the Executive Employment Agreement has not been terminated prior to that date; (v) he will receive a severance of twelve months on termination of employment by the Company, other than for cause.

•Dr. Deshmukh entered into an Executive Employment Agreement with an effective date of June 8, 2015 wherein (i) he will be paid US$250,000 (subsequently amended to US$300,000 effective January 1, 2016) per year under at-will terms of employment; (ii) he will be eligible for annual and special bonuses as determined by the Board of Directors; (iii) he was granted 1,500,000 stock options vesting over 4 years; (iv) he will receive a severance of six months’ salary, if terminated during the first year of employment, plus two months’ salary additional per each full year of employment thereafter, up to a maximum of twelve months of termination of employment by the Company, other than for cause.

G)Compensation of Directors

(i)   Director Compensation Table

The following table sets forth all amounts of compensation provided to the directors, who are each not also a Named Executive Officer, for the Company’s most recently completed financial year:

Director Name (1)	Fees or Salary (2) (US$)	Share- Based Awards (US$)	Option-Based Awards (2)(3)		Non-Equity Incentive Plan Compensation (US$)	Pension Value (US$)	All Other Compensation (US$)	Total (US$)
			No. of Options	Value (US$)
Adam Chowaniec (5)	1,205	N/A	Nil	Nil	N/A	N/A	N/A	1,205
Sheldon Inwentash (6)	19,533	N/A	100,000	Nil	N/A	N/A	N/A	19,533
John F. O’Donnell (4)	60,118	N/A	100,000	94,442	N/A	N/A	N/A	154,560
Todd A. DeBonis (7)	39,135	N/A	525,000	561,789	N/A	N/A	N/A	600,924
David E. Lazovsky (7)	30,135	N/A	275,000	325,683	N/A	N/A	N/A	355,818
Chris Tsiofas	66,385	N/A	300,000	283,328	N/A	N/A	N/A	349,713
Mohandas Warrior (8)	22,170	N/A	250,000	122,808	N/A	N/A	N/A	144,978
Dr. Geoff Taylor (9)	nil	N/A	100,000	94,442	N/A	N/A	N/A	94,442

(1)     Relevant disclosure has been provided in the Summary Compensation Table above, for directors who are also Named Executive Officers.

(2)     The exchange rate used in these calculations to convert CAD to USD is based on the exchange rate applicable on the date of grant.

- 15 -

(3)     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.

(4)     The firm of Stikeman Keeley Spiegel Pasternack LLP of which Mr. O’Donnell is counsel was paid the sum of USD

$107,790 for legal fees and disbursements incurred in 2015.

(5)     Dr. Chowaniec resigned from the Board on January 22, 2015.

(6)     Mr. Inwentash resigned from the Board on August 13, 2015 at which time all 100,000 stock options above were cancelled. No value was assigned to the stock options. 125,000 stock options from a previous stock option grant were also cancelled.

(7)     Messrs. DeBonis and Lazovsky were appointed to the Board on April 8, 2015.

(8)     Mr. Warrior was appointed to the Board on June 15, 2015.

(9)     Dr. Taylor resigned as a director on August 12, 2015 but continued to serve as the Company’s Chief Scientist until his resignation which is effective April 30, 2016. Dr. Taylor did not receive fees as a director but received US$ 205,228 in consulting fees for acting as Chief Scientist for the Company.

(ii)    Narrative Discussion

During the year ended December 31, 2015, the outside, or non-management, directors, other than the Named Executive Officers, were paid an annual fee of $32,000 for acting as a director, plus $1,500 per board meeting attended and $750 per committee meeting, to be paid quarterly. At the beginning of the year the fees were denominated in CDN dollars but effective for the quarter ended September 30, 2015, the fees were denominated in US dollars. If independent, the Chairman of the Board is entitled to receive an additional $10,000 annually and the Committee Chairs are entitled to receive an additional $8,000 annually. Messrs. Copetti and Manocha both served as Executive Co-Chairman in 2015. Mr. Copetti also served as Interim CEO until June 11, 2015. The directors were also entitled to be reimbursed for their actual out of pocket expenses incurred in carrying out their duties. Director’s involvement in special assignments or services as consultant or expert will be negotiated on a case by case basis.

The directors participate in the Company’s Stock Option Plan for the granting of incentive stock options to the officers, employees and directors, which Plan is described under the subsection “Narrative Discussion” of “Incentive Plan Awards” and under “Approval of Stock Option Plan”. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

(iii)   Incentive Plan Awards - Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth information as at December 31st, 2015, the end of the most recently completed financial year, concerning all awards outstanding under incentive plans of the Company, including awards granted before the most recently completed financial year, to each of the directors who are not Named Executive Officers:

	Option-Based Awards				Share-Based Awards
Director Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options (1)(2) (US$)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share- Based Awards That Have Not Vested (US$)
John F. O’Donnell	150,000	CA$0.23	16-Feb-2022	84,345	N/A	N/A
	12,500	CA$0.345	19-Aug-2020	5,992	N/A	N/A
	500,000	CA$0.445	15-Nov-2017	203,654	N/A	N/A
	300,000	CA$0.49	13-Aug-2018	112,460	N/A	N/A
	300,000	CA$1.24	12-Aug-2019	Nil	N/A	N/A

- 16 -

	Option-Based Awards				Share-Based Awards
Director Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options (1)(2) (US$)	Number of Shares or Units of Shares That Have Not Vested (#)	Market or Payout Value of Share- Based Awards That Have Not Vested (US$)
	100,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Chris Tsiofas	500,000	CA$0.275	21-Aug-2017	264,931	N/A	N/A
	500,000	CA$0.445	15-Nov-2017	203,654	N/A	N/A
	300,000	CA$0.49	13-Aug-2018	112,460	N/A	N/A
	300,000	CA$1.24	12-Aug-2019	Nil	N/A	N/A
	300,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Todd A. DeBonis	275,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
	250,000	CA$1.99	08-Apr-2020	Nil	N/A	N/A
David E. Lazovsky	250,000	CA$1.99	08-Apr-2020	Nil	N/A	N/A
	25,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Mohandas Warrior	250,000	CA$1.54	12-Jun-2020	Nil	N/A	N/A
Geoff Taylor (3)	75,000	CA$ 0.23	16-Feb-2022	79,403	N/A	N/A
	30,000	CA$ 0.28	17-Mar-2020	30,470	N/A	N/A
	10,000	CA$ 0.345	19-Aug-2020	9,597	N/A	N/A
	1,500,000	CA$ 0.445	15-Nov-2017	1,310,466	N/A	N/A
	300,000	CA$ 0.49	13-Aug-2018	250,473	N/A	N/A
	100,000	CA$ 0.51	28-Sep-2021	81,770	N/A	N/A
	500,000	CA$ 0.51	2-Apr-2018	408,848	N/A	N/A
	75,000	CA$ 0.76	28-Feb-2021	45,188	N/A	N/A
	300,000	CA$1.24	12-Aug-2019	56,808	N/A	N/A

(1)   This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, which was CA$1.01 (US$0.7209), and the exercise or base price of the option.

(2)   The exchange rate used in these calculations to convert CAD to USD was 0.7209, being the rate on December 31, 2015.

(3)   Geoff Taylor resigned as a director of the Company on August 12, 2015.

(iv)      Incentive Plan Awards - Value Vested or Earned During the Year

The value vested or earned during the most recently completed financial year of incentive plan awards granted to directors who are not Named Executive Officers are as follows:

Director Name	Option-Based Awards - Value Vested During The Year (1) (US$)	Share-Based Awards - Value Vested During The Year (US$)	Non-Equity Incentive Plan Compensation - Value Earned During The Year (US$)
Sheldon Inwentash	10,935	N/A	N/A

- 17 -

Director Name	Option-Based Awards - Value Vested During The Year (1) (US$)	Share-Based Awards - Value Vested During The Year (US$)	Non-Equity Incentive Plan Compensation - Value Earned During The Year (US$)
John F. O’Donnell	53,979	N/A	N/A
Chris Tsiofas	53,979	N/A	N/A
Geoff Taylor	64,914	N/A	N/A

(1)   This amount is the dollar value that would have been realized 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 directors to have realized this value, they would have had to exercise their options and sell the shares on the day of vesting. None of these options were exercised.

(2)  The exchange rate used in these calculations to convert CAD to USD was the exchange rate applicable on the vesting date.

H)Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth the Company's compensation plans under which equity securities are authorized for issuance as at December 31, 2015, being the end of the most recently completed financial year.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation
Equity compensation plans approved by securityholders 2015 Stock Option Plan	26,718,500	0.89	2,072,500

INDEBTEDNESS TO COMPANY OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

As at the date hereof, there is no indebtedness of any current or former director, executive officer or employee of the Company or any subsidiaries which is owing to the Company or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of the Company, no proposed nominee for election as a director of the Company and no associate of such persons:

(i)is or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any of its subsidiaries; or

(ii)whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries in relation to a securities purchase program or other program.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, no proposed nominee of Management of the Company for election as a director of the Company and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in

- 18 -

matters to be acted upon at the Meeting other than the election of directors and potentially, the amendment of the Company’s stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

No informed person or proposed director of the Company and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Company or any of its subsidiaries, except for stock option grants.

APPOINTMENT OF AUDITORS

Marcum LLP, Certified Public Accountants, of New Haven, Connecticut, are the auditors of the Company.

At the Meeting, shareholders will be asked to appoint Marcum LLP as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the re- appointment of Marcum LLP as the auditors of the Company to hold office for the ensuing year at a remuneration to be fixed by the directors.

MANAGEMENT CONTRACTS

No management functions of the Company or its subsidiaries are performed to any substantial degree by a person other than the directors or executive officers of the Company or its subsidiaries.

CORPORATE GOVERNANCE DISCLOSURE

A summary of the responsibilities and activities and the membership of each of the Committees is set out below.

National Instrument (“NI”) 58-201 establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. In certain cases, the Company’s practices comply with the guidelines, however, the Board considers that some of the guidelines are not suitable for the Company at its current stage of development and therefore these guidelines have not been adopted. NI 58-101 mandates disclosure of corporate governance practices which disclosure is set out below.

Independence of Members of Board

Since the resignation of Peter Copetti on August 30, 2016, the Company's current Board consists of 7 directors, four (4) of whom are independent based upon the tests for independence set forth in NI 52-110. Todd DeBonis, David Lazovsky, Mohandas Warrior and Chris Tsiofas are the independent directors. Ajit Manocha is not independent as he is the Executive Chairman of the Company. John O’Donnell is not independent as he acts as legal counsel to the Company. Dr. Suresh Venkatesan is not independent as he is the Chief Executive Officer of the Company.

Management Supervision by Board

During most of 2015, independent supervision of Management was accomplished through its independent Board members, notwithstanding that the Co-Chairmen of the Board were not independent. In 2015, three new independent directors were appointed to the Board to fill Board vacancies. The Board considered that Management was effectively supervised by the independent directors as the independent directors were actively and regularly involved in reviewing and supervising the operations of the Company and had regular and full access to Management. The CEO and CFO reported upon the operations of the Company separately to the independent directors of the Board at such other times throughout the year as was considered necessary or advisable by the independent directors. The independent directors were encouraged to meet at any time they consider necessary without any members of Management including the non-independent directors being present, and generally did so several times per year by adjourning

- 19 -

Board meetings and asking all persons who were not independent directors to leave the room. The Company's auditors, legal counsel and employees may have been invited to attend. Further supervision was performed through the Audit Committee currently composed of all independent directors, who meet with the Company's auditors without Management being in attendance, generally on a quarterly basis and at least once a year. Additional supervision was performed through the Compensation Committee and the Corporate Governance and Nominating Committee (the “CGNC”), both of which were composed of a majority of independent directors. The CGNC has determined that the current constitution of the Board of seven (7) directors is appropriate for the Company's current stage of development. The Board currently has a majority of independent directors.

Participation of Directors in Other Reporting Issuers

No director of the Company, nor any proposed nominee for election as a director, hold directorships in other reporting issuers, except for John F. O’Donnell who is a director and Chairman of the Board of Montana Gold Mining Company (CSE: MGM) and Todd DeBonis who is a director and President and CEO of Pixelworks, Inc. (NASDAQ: PXLW).

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, new Board members are provided with:

1.information respecting the functioning of the Board, committees and copies of the Company's corporate governance policies;

2.access to recent, publicly filed documents of the Company, technical reports and the Company's internal financial information;

3.access to Management and technical experts and consultants; and

4.advice to consult on the internet the TSXV Policy relating to Corporate Governance and applicable regulations and policies and also the applicable securities laws, rules and regulations.

Board members are encouraged to communicate with Management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with Management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company's records.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to shareholders. The Board has adopted a Code of Conduct which was updated on February 25, 2016 and has instructed its Management and employees to abide by the provisions of the Code. A copy of said code is posted on the Company’s website <www.poet- technologies.com>.

The directors of the Corporation are responsible for monitoring compliance with this Code, for regularly assessing its adequacy, for interpreting this Code in any particular situation and for approving any changes to this Code from time to time.

Investor Relations Disclosure Policy

The Board has established a Company Disclosure Policy related to disclosure and external communications, which applies to all officers, directors and employees of the Company. The purpose of the Policy is to ensure compliance with legal and regulatory requirements, when preparing public disclosure documents, answering investor inquiries and/or attending conferences or meetings with its analysts and institutional shareholders. This policy covers disclosures in documents filed with the securities regulators and written statements made in POET's annual and quarterly reports, news releases, letters to shareholders, presentations (both of a business or technical nature), marketing materials, advertisements, and information contained on POET's website and other electronic communications. It also extends to oral statements made in meetings and telephone conversations with

- 20 -

analysts and investors, interviews with the media as well as speeches, press conferences, and conference calls.

Trading by Insiders

Insiders of the Company are expected to comply with all applicable Regulatory Laws, Rules and Regulations with respect to buying and selling shares of the Company. In addition, the Company has well-defined criteria for when the Trading Window for officers and directors opens and closes as per the Company’s Securities Trading Policy posted on its website <www.poet-technologies.com>, the purpose of which is to ensure that Insiders do not trade shares of the Company at inappropriate times. Insiders are expected to abstain from trading the shares of the Company when the Trading Window is closed.

Nomination of Directors

The Board established a Corporate Governance and Nominating Committee (the “CGNC”) currently composed of John O’Donnell (Chairman of the CGNC), Ajit Manocha and Chris Tsiofas. The CGNC has the responsibility for identifying potential Board candidates. The CGNC assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the semi-conductor and infrared industries are consulted for possible candidates. The Board has adopted a written charter that sets forth the responsibilities of the CGNC. In addition to its Board identification responsibilities, the CGNC is mandated to take a leadership role in shaping corporate governance by overseeing and assessing the functioning of the Board and the committees of the Board and developing, implementing and assessing effective corporate governance processes and practices. The Charter was recently amended and a copy is posted on the Company’s website <www.poet-technologies.com>.

Compensation of Directors and the CEO

On December 14, 2007, the Company established a Compensation Committee (the “CC”) to be responsible for reviewing all overall compensation strategy, objectives and policies; annually reviewing and assessing the performance of the executive officers; recommending to the Board the compensation of the executive officers; reviewing executive appointments; and recommending the adequacy and form of directors' compensation. The CC also reviews and recommends incentive stock option awards under the Company’s Stock Option Plan. The current members of the CC are Chris Tsiofas (Chairman of the CC), Todd DeBonis, Ajit Manocha and John O’Donnell. Mr. Manocha joined the CC on February 25, 2016.

The CC discusses and makes recommendations to the Board for approval or disapproval of all compensation issues that pertain to the Company. 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 CC is responsible for evaluating the compensation of the senior Management 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 CC 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 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

- 21 -

on the CC’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 CC 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) review 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 CC and settling the reports required to be made by the CC in any document required to be filed with a regulatory authority and/or distributed to shareholders.

The Compensation Committee has engaged Compensia to conduct a Peer Group review that was prepared with the input of the CEO. A draft Peer Group was circulated and the CEO felt it was appropriate. Compensia has given guidance to the Compensation Committee with respect to appropriate comparative terms for its incentive stock option plan and a comparative salary review of various positions relative to the Peer Group. The Compensation Committee will utilize the comparative reviews to assist in making appropriate recommendations.

Board Committees

In addition to its responsibility for nominating directors, the CGNC also has the responsibility for monitoring corporate governance compliance and setting corporate governance policy.

The Company also has a Disclosure Committee who meet periodically, as needed, to review the Company’s material news disclosure prior to dissemination. The current members of the Disclosure Committee are Suresh Venkatesan, John O’Donnell and Chris Tsiofas by reason of their positions as CEO, Chairman of the CGNC and Chairman of the Audit Committee respectively. On February 25, 2016, the Directors, on the advice of the CGNC resolved that the CGNC be authorized as it may determine, on a case by case basis, to add a supplemental member to the Committee as a subject matter expert, depending on the nature of the disclosure, to ensure the appropriateness of the disclosure.

As the directors are actively involved in the operations of the Company, the Board has determined that additional committees, other than the AC, the CGNC and the CC, are not necessary at this stage of the Company’s development.

Assessments

The Board annually, at such times as it deemed appropriate, reviewed the performance and effectiveness of the Board, the directors and its committees to determine whether changes in size, personnel or responsibilities are warranted. To assist in its review, the Board conducted informal surveys of its directors, received reports from the CGNC on its assessment of the functioning of the Board and reports from each committee respecting its own effectiveness.

Audit Committee

A)   THE AUDIT COMMITTEE'S CHARTER

The current Audit Committee Charter was put in place on December 14, 2007, a copy of which can be found in Appendix “A” and has been reviewed periodically since that time.

B)   COMPOSITION OF THE AUDIT COMMITTEE

The following are the current members of the Committee:

	Independent /	Financially literate / Not
Name	Not independent (1)	Financially literate (1)
Chris Tsiofas	Independent	Financially literate
David E. Lazovsky	Independent	Financially literate
Mohandas Warrior	Independent	Financially literate
(1)   As defined by National Instrument 52-110 ("NI 52-110").

- 22 -

C)   RELEVANT EDUCATION AND EXPERIENCE

The education and experience of each Audit Committee member that is relevant to the performance of his responsibilities are as follows:

Chris Tsiofas, the Chairman of the Audit Committee, holds B. Comm. from the University of Toronto. He has been a member of the Institute of Chartered Accountants of Ontario since 1993 and also a member of the Canadian Tax Foundation. He is a Partner with Myers Tsiofas Norheim LLP.

David E. Lazovsky holds a B.S. in mechanical engineering from Ohio University. He is the founder of Intermolecular and served as the company’s President and Chief Executive Officer and as a member of the board of directors from September 2004 to October 2014. Prior to founding Intermolecular, Mr. Lazovsky held several senior management positions at Applied Materials.

Mohandas Warrior has been the President & CEO of Alfalight, Inc. since 2004 – a high power diode laser company which serves military and industrial customers. Mohan is a 30+ year semiconductor industry veteran with 15 years of experience at Motorola Semiconductors where he held senior executive responsibilities in engineering and operations. Following Motorola, he successfully launched two venture-backed companies in Austin, Texas. He was a founding charter member of the Austin chapter of TiE and served on the Texas Higher Education Panel. He has also served on the Electronics Materials panel of the National Science Foundation and has been an invited speaker/panelist to many semiconductor forums. He serves on the Boards of several opto-electronic and technology companies. Mohan’s academic credentials include a BS in Chemical Engineering from IIT Delhi, a MS in Chemical Engineering from Syracuse University and an MBA from the Kellogg School of Management at Northwestern University.

All members have an understanding of the accounting principles used by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial reporting.

D)   AUDIT COMMITTEE OVERSIGHT

At no time since the commencement of the Company's most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors.

E)   RELIANCE ON CERTAIN EXEMPTIONS

At no time since the commencement of the Company's most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), or an exemption from NI 52-110, in whole or in part, granted under Part 8 of NI 52-110.

F)  PRE-APPROVAL POLICIES AND PROCEDURES

The Committee has adopted specific policies and procedures for the engagement of non-audit services as described above in paragraph 7 (e) of the Audit Committee Charter.

G)   EXTERNAL AUDITORS SERVICE FEES (BY CATEGORY)

The aggregate fees billed by the Company's external auditors for each of the last two fiscal years for audit fees are as follows:

Financial Year Ending	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees
December 31, 2014 (1)	$59,000	nil	nil	$10,000
December 31, 2015 (1)	$69,000	nil	nil	$ 8,850

(1)      The fees include those for the subsidiaries of the Company, since the audits were completed by the same firm.

- 23 -

Expectations of Management

The Board expects Management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Company's business plan and to meet performance goals and objectives.

PARTICULARS OF OTHER MATTERS TO BE ACTED UPON

The Company is seeking shareholders’ approval for: (a) amendments to the Company’s Stock Option Plan.

A)Approval of Stock Option Plan

Introduction

On June 12, 2015, Shareholders of the Company approved the 2015 Plan whereby the number of Shares (the “Fixed Number”) issuable under the Plan had been increased to 36,326,000, representing 20% of the issued and outstanding shares of the Company at the time approved by the directors.

The full text of the 2015 Plan is available from the Company’s website and also from SEDAR website as “Other Securityholder Document”.

On November 10, 2015, the directors resolved to increase the Fixed Number of shares reserved for issuance under the Company’s Stock Option Plan to such number equal to 20% of the issued and outstanding shares of the Company on the day prior to the Meeting, subject to shareholder and TSXV approval. (the “2016 Plan”). All other terms and conditions remain unchanged. As at May 24, 2016 were 217,758,337 Shares of the Company issued and outstanding. If that amount remains unchanged between now and the day before the Meeting, the Fixed Number issuable under the Plan will be increased to 43,551,667, an increase of 7,225,667 Shares reserved for issuance under the Plan.

To be effective, the Company must obtain approval of a simple majority of the shareholders at the Meeting, to the increase in the number of options, but excluding insiders and their associates, (the "disinterested shareholders") with respect to the adoption of the 2016 Plan. For the purposes hereof, an "Insider" is a director or senior of the Company, a director or senior officer of a company that is itself an Insider or subsidiary of the Company, or a person whose control, or direct or indirect beneficial ownership, or a combination thereof, over securities of the Company extends to securities carrying more than 10% of the voting rights attached to all the Company's outstanding voting securities.

Text of Resolution

Accordingly, at the Meeting, shareholders will be asked to pass an ordinary resolution in the following form:

RESOLVED to:

(a)   approve the amendment of the Company’s stock option plan pursuant to which the Board of Directors may, from time to time, grant stock options to directors, officers, employees and consultants of the Company and its subsidiaries (the "Plan") as follows:

(i)    to increase the number of common shares of the Company reserved for issuance under the Plan (the “Fixed Number”) from 36,326,000 to the greater of 43,551,667 or 20% of the number of issued and outstanding common shares of the Company at the close of business on the day prior to the day of the Meeting; and

(b) (with all Interested Parties abstaining from voting) to approve the adoption of the 2016 Plan incorporating the aforesaid amendment providing for the grant of the increased number of options under the Plan and under all other previously established share compensation arrangements.

Recommendation of Directors

The Board recommends that the holders of Common Shares vote in favour of the amendments to the Plan and the adoption of the 2016 Plan. Unless otherwise instructed, the persons named in the

- 24 -

accompanying Proxy (provided the same is duly executed in their favour and is duly deposited) intend to vote FOR the approval of the Stock Option Plan.

ADDITIONAL INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed with the securities commissions or similar regulatory authority of Ontario, Quebec, British Columbia and Alberta are specifically incorporated by reference into, and form an integral part of, this Information Circular: (i) the financial statements for the year ended December 31, 2015, (ii) the report of the auditors thereon, (iii) the related management’s discussion and analysis (MD&A), (iv) the Form 20-F filed on EDGAR as well as on the SEDAR website which constitutes the Company’s Annual Information Form, and (v) any other documents referred to herein which are filed including:

a.Code of Conduct;

b.Disclosure Policy;

c.Securities Trading Policy;

d.CGNC Charter;

e.Compensation Committee Charter;

f.Fraud and Embezzlement Policy; and

g.Whistleblower and Protected Disclosure Policy

Shareholders may contact the Company at Suite 1107, 120 Eglinton Avenue East, Toronto, Ontario M4P 1E2 to request copies of these documents or download them from the SEDAR website at <www.sedar.com>.

Additional information relating to the Company is also available on SEDAR or from the Company’s website at <www.poet-technologies.com>.

OTHER MATTERS

Management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DATED this 24th day of May, 2016.

APPROVED BY THE BOARD OF DIRECTORS

(signed) “Suresh Venkatesan”, CEO

- 25 -

APPENDIX “ A”

POET TECHNOLOGIES INC. (the “Company”)
THE AUDIT COMMITTEE'S CHARTER

1.   Composition

The AC comprises three (3) or more directors as determined by the Board, each of whom shall be unrelated non-executive directors, free from any relationship that would interfere with the exercise of his or her independent judgment. The Board shall appoint one of the members of the AC as chairperson. Such appointment will be for a one (1) year term and will be ratified by the full Board. Each AC member must be, or must become, within a reasonable period of time after appointment, "financially literate," which qualification shall be determined by the Board. In addition, at least one (1) AC member shall have accounting or related financial management background/experience.

2.   Authority

The AC may, at its own initiative or at the request of the Board, investigate any activity of the Company. All employees are directed to co-operate as requested by members of the AC. The AC is empowered to retain persons having special competence as necessary to assist the committee in fulfilling its responsibility.

3.   Responsibility

The AC is to serve as a focal point for communication between non-committee directors, the independent (external) auditors and the Company’s Management Team as their duties relate to financial accounting, reporting, and controls. The AC is to assist the Board in fulfilling its fiduciary responsibilities as to accounting policies and reporting practices of the Company and all subsidiaries, and the sufficiency of auditing relative thereto. The AC is the Board’s principal agent in assuring the independence of the Company’s independent auditors, the integrity of financial management, and the adequacy of financial disclosures to shareholders. However, the opportunity for the independent auditors to meet with individual directors or the entire Board, as needed, is not to be restricted.

The Company’s independent (external) auditors are ultimately accountable to the AC and the Board. The AC and the Board have the ultimate authority and responsibility to select, evaluate, and nominate the independent (external) auditor to be proposed for any shareholder approval; and where appropriate, to replace the Company’s independent (external) auditors.

4.   Meetings

The AC is to meet at least four (4) times per fiscal year or as many additional times as the committee deems necessary.

5.   Attendance

A majority of the members of the AC must be present at all committee meetings and every effort should be made to hold meetings with all members present. As necessary or desirable, the chairperson may request that members of the Company’s Management Team and representatives of the independent (external) auditors be present at meetings of the committee.

6.   Minutes

Minutes of each AC meeting are to be prepared summarizing the matters discussed.

7.   Specific Mandate/Duties

a)	Inform  the  independent (external)  auditors and Management Team  that the  independent (external) auditors and the members of the AC may communicate with each other at any time.
b)	Review with the CEO, CFO and independent (external) auditors, the Company’s policies and procedures to reasonably assure the adequacy of internal accounting and financial reporting controls.

- 26 -

c)	Have familiarity with the accounting and reporting principles and practices applied by the Company in preparing its financial statements and make, or cause to be made, all necessary inquiries of the Management Team and the independent (external) auditors concerning established standards of corporate conduct and performance and any deviations therefrom.
d)	Review, prior to the annual audit, the scope and general extent of the independent (external) auditor’s audit examinations. The auditors’ fees are to be arranged with the Management Team and annually summarized for the AC’s review and approval.
e)	Review with the Company’s Management Team the extent of non-audit services planned to be provided by the independent (external) auditors in relation to the objectivity needed in the audit.
f)	Review with the Company’s Management Team and the independent (external) auditors, upon completion of their audit, financial results and MD&A at year end, together with any related press releases, prior to filing or distribution.
g)	Evaluate the cooperation received by the independent (external) auditors during their audit examination, including their access to all requested records, data and information, and also inquire of the independent (external) auditors whether there have been any disagreements with the Company’s Management Team, which if not satisfactorily resolved  would  have caused the independent auditors to issue a non-standard report on the Company’s financial statements. Elicit the comments of the Management Team regarding the responsiveness of the independent auditors to the Company’s needs.
h)	Recommend to the Board whether, based on the reviews and discussions referred to above, the annual financial statements and any related MD&A should be included in the Company’s Annual Report filed on SEDAR, distributed to shareholders and otherwise released.
i)	Review with the Company’s Management Team and the independent (external) auditors (if required or determined necessary by the AC), interim financial results and MD&A, together with any related press releases, prior to filing or distribution.
j)	Recommend to the Board whether, based on the reviews and discussions referred to above, the interim financial statements and any related MD&A should be filed on SEDAR, distributed to shareholders and otherwise released.
k)	Discuss with the independent (external) auditors and the Company’s Management Team the quality of the Company’s financial and accounting personnel and any relevant recommendations the independent auditors (external) may have.
l)	Discuss any significant changes to the Company’s accounting principles and any items required to be communicated to the independent (external) auditors.
m)	Review and reassess the adequacy of the AC’s Charter at least annually and submit this same to the Board for approval.
n)	Ensure that the independent (external) auditors submit, on a periodic basis to the AC, a formal written statement delineating all relationships between the  independent auditors  and  the Company, actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and recommend that the Board take appropriate action in response to the independent auditors’ report to satisfy itself of the auditors’ independence.
o)	Recommend to the Board the retention or replacement of the independent auditors.
p)	Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former independent (external) auditors of the Company.
q)	Apprise the Board, as necessary, through minutes and special presentations of significant developments in the course of performing the above duties.

- 27 -

r)	Approve capital expenditures at levels up to the maximum amount of the AC’s authority as determined by the Board from time to time. Any decisions made by the AC will be reported to the full Board and ratified at its next meeting.
s)	Recommend to the Board any appropriate extensions or changes in the duties of the AC.
t)	Establish and monitor  procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The AC shall review periodically  with the Company’s Management Team these procedures and any significant complaints received.

-28-

EX-4.4

Exhibit 4.4

POET

TECHNOLOGIES INC.

Management’s Discussion

and Analysis

Year ended December 31, 2015

NOTE TO READER

This amendment to POET Technologies Inc. (the “Company”) annual Management Discussion and Analysis (“MD&A”) for the year ended December 31, 2015, filed on March 17, 2016 which is to be read in conjunction with the Company’s audited consolidated financial statements also filed on March 17, 2016 has been amended to correct the following statement:

1.Bullet 4 on page 2 – “the realignment of all foundry activities may result in some minor delays in the Company's Q1 2017 milestones”

The correction to the above statement is:

1.Bullet 4 on page 2 – “the realignment of all foundry activities may result in some minor delays in the Company's Q1 2016 milestones”

TABLE OF CONTENTS

Forward Looking Statements	1
Business Overview	1
Semiconductor Technology Process IP	2
The Company	2
Industry Outlook	3
Key Success Drivers (“KSD”)	4
Significant Events & Milestones During 2015	4
Summary of Quarterly Results	5
Explanation of Quarterly Results for the Three Months Ended December 31, 2015	6
Explanation of Results for the Year Ended December 31, 2015	6
Explanation of Material Variations by Quarter for the Last Eight Quarters	8
Segment Disclosure	10
ODIS Inc (“ODIS”)	10
Liquidity and Capital Resources	11
Related Party Transactions	11
Critical Accounting Estimates	11
Recent Accounting Pronouncements	12
Financial Instruments and Risk Management	12
Exchange Rate Risk	12
Interest Rate Risk	12
World Economic Risk	12
Liquidity Risk	12
Strategy and Outlook	12
Outstanding Share Data	13
Common Shares	13
Stock Options and Warrants	13
Off-Balance Sheet Arrangements	13
Key Business Risks and Uncertainties	13
Additional Information	13

 - i -

POET Technologies Inc. Suite 501 - 121 Richmond Street West Toronto, Ontario, Canada M5H 2K1 Tel: (416) 368-9411 Fax: (416) 861-0749

Management’s Discussion and Analysis

For the Year Ended December 31, 2015

The following discussion and analysis of the operations, results, and financial position of POET Technologies Inc., (the “Company”) for the year ended December 31, 2015 (the “Year”) should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2015 and the related notes thereto where applicable, both of which were prepared in accordance with International Financial Reporting Standards (“IFRS”). The effective date of this report is March 17, 2016. All financial figures are in United States dollars (“USD”) unless otherwise indicated. The abbreviation “U.S.” used throughout refers to the United States of America.

Forward-Looking Statements

This management discussion and analysis contains forward-looking statements that involve risks and uncertainties. It uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, and other similar expressions to identify forward-looking statements. Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation, risks and uncertainties relating to the early stage of the Company’s development and the possibility that future development of the Company’s technology and business will not be consistent with management’s expectations, difficulties in achieving commercial production or interruptions in such production if achieved, the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses, the uncertainty of profitability and failure to obtain adequate financing on a timely basis. The Company undertakes no obligation to update forward-looking statements if circumstances or Management’s estimates or opinions should change, except to the extent required by law. The reader is cautioned not to place undue reliance on forward-looking statements.

Business Overview

We continue to depend on electronics for day-to-day functioning. As that dependency grows, so does the need for smaller, faster and more power efficient devices. Accordingly, photonics is seeing a second wave of growth fuelled by these consumers (social networking, cloud computing, Software as a Service (“SaaS”) etc.) and consumer devices.

The tangible impact of the current smart phone revolution is the explosion in the use of SaaS – this manifests itself in the form of “apps” on the cell phone, but drives the need for significant background computations, typically carried out in the “cloud”. Social Networking, Cloud Computing, Internet of Things and the growth of mega-datacenters are galvanizing a renewed spurt of growth in photonics. Investments by Web2.0 companies in mega-datacenters and supporting networking infrastructure have created a new and very dynamic segment in the optical components and modules market.

Moore’s Law continues to drive progress in silicon technology at the leading edge, although with diminishing returns. A flurry of so called “More than Moore” technologies are now augmenting conventional silicon technologies in continuing to provide the means for functional integration inherent in the thesis called Moore’s Law. Optical technologies are now entering the realm of “More than Moore” technologies with a promise to unlock the interconnect bottlenecks that are increasingly impacting scaled silicon technologies. Specifically, copper interconnects (commonly used in leading edge semiconductor technologies and printed circuit boards) are increasingly challenged to sustain the ever increasing bandwidth requirements and are limited reach and power hungry. New optical solutions are being sought to address this imminent issue.

Any processing solution requires two fundamental functions – computation and communication. Computational efficiencies are addressed with Moore’s Law advances in silicon technologies. However, communications, and more specifically high bandwidth data communications, are increasingly addressed using optical technology. To lower the power consumption of leading edge silicon, the industry is in need of new optical technology that augments existing silicon technologies and provides high bandwidth with low cost optical interconnects, thus unlocking the full potential of the silicon transistors.

Just as cost and power reductions in the world of silicon have been driven by “integration” – or the ability to put multiple functions on a single chip – similarly, the world of optics requires an “integration approach” to break the traditional barriers of cost and scalability. Currently, there have been few technologies that have demonstrated the capability to integrate multiple optical functions on a single chip.

1

The Company has developed a unique, proprietary process that addresses the deficiencies of size, integration, power and cost efficiency associated with current opto-electronic semiconductor manufacturing technologies. The novel process can be accommodated in existing semiconductor fabs with minimum re-tooling, thus potentially reducing capital expenditures required to adopt POET’s process technologies.

The Company has a number of issued patents and patents pending related to the semiconductor Planar Opto-Electronic Technology (“POET”). Currently, the Company’s focus is on the design of III-V semiconductor devices, processes, and products for data communication applications in the consumer, data center and high performance computing segments. The POET platform also enables applications in adjacent segments in military, industrial and mobility.

The Company is positioned as an opto-electronic product and Intellectual Property (“IP”) Company, with an aim to leverage existing and potential relationships in establishing a POET design and manufacturing value chain, and in commercializing POET IP.

The Company is incorporated under the laws of the Province of Ontario. The Company’s shares trade under the symbol “PTK” on the TSX Venture Exchange in Canada and under the symbol “POETF” on the OTCQX in the U.S.

The following sections discuss its business in more detail.

Semiconductor Technology Process IP

The Company is conducting research and development related to expansion of the POET platform by adding processes to the POET IP portfolio. It is also engaged in developmental work related to existing POET processes for data communications applications in potential consumer, data center, high performance computing, industrial, military and mobility segments. The Company continues to develop gallium arsenide-based processes having several potential market applications, including: (i) infrared sensor arrays for defense as well as domestic monitoring and imaging applications, (ii) the unique combination of analog, mixed-signal, digital and optical functions on the same chip for potential use in high volume short reach and very short reach data communication transceivers and (iii) exploring the use of POET’s unique VCSEL technology as smart pixels for application in display applications for Augmented Reality. The Company believes that the POET process has the potential to fundamentally alter the landscape of optical data communications for a broad range of applications by offering unique integrated optical and electronic components with dramatically lower solutions cost together with increased density, reliability and lower power consumption through integration.

The Company:

1.	Has successfully produced numerous distinct devices using the POET process, including on-chip continuous-wave lasers and switching lasers with the potential for eliminating chip-to-chip metallic interconnects, complementary hetero-structure field effect transistors (HFETs), optical thyristors, and resonant cavity detectors.
2.	Continues to establish Process Design Kits (“PDKs”) with an initial focus on the components essential for the design of monolithically integrated VCSEL based optical transceivers.  PDKs comprise a library of design rules and parameters for the POET technology that can eventually enable POET and its partners to implement the POET fabrication process into their preferred products.
3.	Is utilizing Synopsys’ and Coventor’s tools and services to help develop POET PDKs. PDKs will initially be used by POET and its 3rd party chip developers to create integrated opto-electronic transceiver product prototypes.
4.	Is continuing to consider foundry relationships with commercial pure-play 6” foundry suppliers. In 2015, the Company signed a VCSEL Manufacturing Process Transfer agreement with Anadigics for early prototyping and initial development and a Manufacturing Services agreement with Wavetek for long term manufacturing. Wavetek, which is a wholly owned subsidiary of United Microelectronics Corporation (UMC), is a pure-play semiconductor foundry based in Taiwan.  In addition, the Company has signed an epitaxial wafer supply agreement with Epiworks, which is a leading provider of MOCVD wafers to the electronics and optical industry.  These relationships are helping to accelerate the “Lab-to-Fab” transition of the POET technology to a 6" wafer scale. These engagements will provide the baseline process flow in a manufacturing environment and enable the demonstration of product prototypes.  As Anadigics became a takeover target towards the end of the year, the Company decided to de-emphasize its engagement with Anadigics as of the end of 2015 to avoid any potential operational uncertainties.   The Company has placed its focus and priority on developing our technology with Wavetek. The realignment of all foundry activities may result in some minor delays in the Company's Q1 2016 milestones tied to device demonstration.  The Company is working closely with Wavetek to recover the schedules and complete the necessary device demonstrations on time

2

With an immediate view to commercialization, the management team is focused on exploiting existing high growth markets where the disruptive power of the POET platform IP provides sustained competitive differentiation.  

Industry Outlook

Social Networking, Cloud Computing and growth in Mobile are driving a continuous need for improvements in bandwidth and data handling capacity. This has driven and continues to drive significant growth in Data Centers. The Cloud Data Center traffic growth is over 25% compound annual growth rate (“CAGR “)^[1] and is expected to continue to grow at this rate for the next few years. Power consumption in Data Centers has now become a huge central issue. There is a need to proliferate low power computing and communications technology in the Data Centers – and enable the conversion of the power hungry copper based communication links to Fiber Optics.

The Company’s POET technology is applicable to a large portion of the opto-electronic semiconductor market as it represents an integrated comprehensive solution to increasing the performance potential of semiconductors in an economical and functional manner. The technology is particularly capable of addressing the power challenges currently faced in Data Centers. POET provides the potential for revolutionary innovation that enables it to manage more data at the performance of light but at near the cost points of copper. Based on the Company’s interactions with potential customers POET may provide significant value in applications where it addresses the need for lower power consumption, solution size, and cost efficiency.

Data centers today are enduring an excruciating pain point in terms of power. Energy management costs for US data centers alone had approached US$9 billion in 2013 according to the National Resources Defense Council and are forecast to rise to $13.7 Billion by 2020. Each watt of heat that does not have to be rejected from the rack could be worth savings in outright direct energy but also in indirect energy related to cooling costs. A single copper direct attach cable consumes about 3W of power per end. Let’s take a single mega datacenter with between 10,000-100,000 servers and a rough estimate of potentially 100,000 copper links. If you can save 5W of power per copper link used in this one Data Center, this can easily translate into 0.5 million Watts of saved energy translating into significant savings in operating expenses for a single mega data center. We believe data communications, is primed for an integrated opto-electronic device and process platform that can enable low power, minimized size and component cost. This is the opportunity that POET is targeting to address, with its patented process that integrates digital, high-speed analog and optical devices on the same chip. We believe that the process can enable managing data at the speed of light and the cost of copper.

The POET platform may provide the following advantages to the industry:

•  Up to 10X power savings improvement over existing copper technologies (especially for high speed data communication links)

•  Up to 5X cost improvement over existing optical component solutions

•  Performance and Power of optical solutions at the price points competitive to that of copper, thus potentially accelerating a transition to optical communications from cumbersome copper links

•  Flexible and integrated solution that can be applied to virtually any technical application that commands an optical IO for high bandwidth, including chip to chip communications, on-board optics and on-chip optical communications

The Company’s strategy is to complete development of its VCSEL based integrated optical platform and monetize this technology with a mix of product and licensing revenue, while continuing research towards the expansion of the IP portfolio.

The disruptive potential of the POET technology was first recognized within the military community, and this recognition has remained strong. Applications in this market include infra-red sensor arrays and high frequency RF Monolithic Microwave Integrated Circuits (“MMIC”’s).

¹ Source: Cisco Global Cloud Index 2014

3

Key Success Drivers

The POET platform, which is covered by numerous patents and patents pending, if and when fully developed may make possible the economic production of fully-integrated optoelectronic semiconductor devices with lower cost, smaller form factors and reduced power consumption compared to conventional photonics technologies. The Company will continue to drive research, as the expansion of the IP portfolio is important to the future of POET. The currently developed integrated VCSEL technology is in its early development stage and is being transferred to a commercial manufacturing source where development and qualification is expected to be completed in 2016. The success of early stage semiconductor companies is highly dependent on their ability to identify milestones that push the limit of existing technology and the achievement of those milestones in a timely fashion. The Company has demonstrated such successes in the past and continues to establish and achieve significant milestones. Significant milestones achieved over the last 3 years include:

1)	Achieving radio frequency and microwave operation of both n-channel and p-channel transistors.  By reaching this milestone, 3-inch POET wafers fabricated at BAE Systems (Nashua, NH) yielded submicron n-channel and micron-sized p-channel transistors operating at frequencies of 42 GHz and 3 GHz respectively.
2)	The integration of the complementary inverter. Specifically, the Company successfully demonstrated complementary heterostructure field effect transistor based inverter operation using the POET process.
3)	The fabrication of infrared (IR) detectors, using its proprietary planar optoelectronic technology (POET) platform.  Adding to its significance is the fact that the POET wafers used for the IR devices were fabricated within an independent foundry, BAE Systems’ Microelectronics Center in Nashua, New Hampshire. This milestone represents the integration by a third party of the optoelectronic process previously demonstrated in POET laboratories.
4)	Demonstration of a two terminal Thyristor VCSEL – which is a key optical engine in the creation of single chip opto-electronic transceivers and changes the current paradigm of analog lasers and detectors.
5)	Demonstration of a two terminal resonant cavity Detector – which is also a critical device component used in its optical transceiver products.

Timely capital investment is also key to the success of semiconductor companies. The Company has purchased and installed $1,400,000 of new equipment since 2013. Substantial capital investment is not anticipated in 2016. The Company’s strategy has been a transition of technology development to third party foundries. Capital spend in 2016 will be limited to augmenting the test and characterization capabilities of the Company in its new lab in San Jose, CA.

The Company has successfully raised over CA$17.5 million in equity financing through private placements and an additional CA$26.4 million through the exercise of stock options and warrants since June 2012 of which CA$15.2 million was raised through the exercise of stock options and warrants in 2015.

During 2014, the University of Connecticut converted certain royalty rights into a significant investment in the Company. The parties agreed to restructure the payment provisions of the licensing agreement between the Company and the University of Connecticut regarding certain aspects of the POET technology (the “License Agreement”) by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

The Company recently established an office in Silicon Valley, San Jose, California. It is important for the Company to have a presence in the Valley as it is an area of concentration of the potential customers and partners of the Company.

The Company’s future success will also depend on critical human capital. In this regard, the Company appointed a Chief Operating Officer and Chief Executive Officer in Q2’2015 and other key members of the operations team in Q4’2015. Three new board members were also appointed in 2015 with unique industry insight and experience. The Company has also launched a recruitment drive for other key executives and engineering personnel.

Significant Events and Milestones During 2015

In 2015, the Company continued to execute on its stated strategic plan. The Company has achieved the following significant milestones in 2015:

1.	On February 10, 2015, the Company announced the completion of a significant interim milestone, the completion of the installation of the critical unit processes required by the Transistor Fabrication Process at its 3rd Party Foundry. This provided the substantiation that the process was transferable and scalable to commercial manufacturing sites.
2.	On March 30, 2015, the Company signed an agreement with BAE Systems under which BAE Systems could provide non-exclusive third-party foundry services in support of the Company’s “Lab-to-Fab” transition plan.  At present, there has not been any joint process development or transfer under this agreement, and none is anticipated in the future.
3.	On April 8, 2015, the Company announced the appointment of two new Directors: Todd A. DeBonis and David E. Lazovsky.

4

	Mr. DeBonis was the Vice President of Global Sales and Strategic Development at TriQuint Semiconductor, Inc.  Mr DeBonis played an integral role in the merger of RF Micro Devices, Inc. with TriQuint and the subsequent creation of Qorvo, Inc. (Nasdaq: QRVO). Mr. DeBonis was VP Worldwide sales and marketing at Centillium Communications, Ishoni Networks and Infineon Technologies North America.
	Mr. Lazovsky is the founder of Intermolecular, Inc. (NASDAQ: IMI) and served as President and CEO from 2004 to 2014. Mr. Lazovksy raised significant amounts of venture capital and other strategic private investments in Intermolecular’s initial public offering.  Mr. Lazovsky held senior management roles at Applied Materials Inc. (NASDAQ: AMAT) from 1995 to 2004.  As of March 31, 2014, Mr. Lazovsky held 41 pending or issued U.S. patents.
4.	On April 27, 2015, the Company announced the appointment of Dr. Subhash Deshmukh as Chief Operating Officer effective June 8, 2015.  Dr. Deshmukh was VP Emerging Technologies and Products at Applied Materials Inc. Nasdaq: AMAT) He was also VP and General Manager of the Plasma products Business Unit as well as VP Business Development for Varian Semiconductor Equipment Associates Inc. (NASDAQ: VSEA). Dr.  Deshmukh holds a PhD in Chemical Sciences and has authored or co-authored over 55 technical articles.  Dr. Deshmukh has been granted over 27 patents and several patents pending.
5.	On June 11, 2015, the Company announced the appointment of Dr. Suresh Venkatesan as CEO. Dr. Venkatesan was most recently Senior Vice President, Technology Development at GLOBALFOUNDRIES and was responsible for the company's Technology Research and Development. Dr. Venkatesan joined GLOBALFOUNDRIES in 2009, where he led the development and ramp up 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.
6.	On June 15, 2015, the Company announced the appointment of Mohan Warrior as a Director.  Mr. Warrior has been president and chief executive officer (CEO) of Alfalight Inc. (“Alfalight”) since February 2004. Alfalight is a GaAs based high power diode laser manufacturing company with headquarters in Madison, Wisconsin. Alfalight serves military, telecom and industrial customers. Mr. Warrior established Alfalight as a leading provider of high powered laser diode solutions in both commercial and defense segments.  Prior to joining Alfalight, Mr. Warrior's career included 15 years at Motorola Semiconductors (now Freescale) where he led the test and assembly operations, a group of 3500 employees, in the US, Scotland and Korea.
7.	On August 24, 2015, the Company announced a VCSEL Manufacturing Process Transfer Agreement with Anadigics, Inc. to carry out initial development of the POET platform and more specifically VSCELs. This agreement was intended to accelerate the transition from lab-to-fab and enables successful prototype demonstrations in a mature and capable manufacturing environment.
8.	On September 30, 2015, the Company hosted an investor conference call in which it provided an update on the Company’s operational roadmap.
9.	On November 1, 2015, the Company announced the appointment of Robert Ferri Partners, LLC, as the Company’s Investor Relations counsel.
10.	On November 20, 2015, a Manufacturing Services agreement with Wavetek for long term manufacturing was signed.  Wavetek has been retained to complete the goal of a successful prototype demonstration for a product produced in a mature and capable manufacturing environment, specifically focused on the Company’s VCSEL technology.

Summary of Quarterly Results

Following are the highlights of financial data of the Company for the most recently completed eight quarters which have been derived from the Company’s consolidated financial statements prepared in accordance with IFRS:

	Dec. 31/15			Sep. 30/15			Jun. 30/15			Mar. 31/15			Dec. 31/14		Sep. 30/14		Jun. 30/14			Mar. 31/14
Other (income)	$	-		$	-		$	-		$	-		$	-	$	-	$	(85,204	)	$	(84,628	)
Shares issued for the reduction of license fee		-			-			-			-			-		-		1,439,898			-
Research and development		932,618			767,124			715,732			564,602			457,470		504,131		362,848			312,302
Depreciation and amortization		83,526			82,022			79,587			74,728			70,222		66,050		50,276			50,407
Professional fees		225,118			110,389			353,892			122,716			134,339		325,695		146,057			301,703
Wages and benefits		414,857			423,214			269,015			198,965			578,071		405,012		366,368			351,149
Management and consulting fees		156,154			160,303			168,700			180,614			140,040		290,327		65,084			100,216
Stock-based compensation (1)		1,491,713			1,621,751			1,110,758			593,898			1,044,330		2,613,335		368,558			589,774
General and administrative		353,399			285,802			241,088			364,316			204,857		192,935		224,892			199,286
Investment (income), including interest		(20,188	)		(18,979	)		(22,793	)		(14,471	)		-		-		-			-
Net loss	$	3,637,197		$	3,431,626		$	2,915,979		$	2,085,368		$	2,629,329	$	4,397,485	$	2,938,777		$	1,820,209

(1) Stock based compensation allocated between General and Administrative and Research and Development issuances is combined for MD&A purposes. For financial statement presentation purposes, stock based compensation is split between General and Administrative and Research and Development.

5

Explanation of Quarterly Results for the three months ended December 31, 2015 ("Q4 2015")

During Q4 2015, the Company reported a loss of $3,637,197 as compared to a loss of $2,629,329 for the same period in 2014. The following discusses the significant variances between Q4 2015 and the three months ended December 31, 2014 ("Q4 2014").

Consistent with the strategy of the Company and its goal of monetizing POET, Research and development (“R&D”) increased by 104% or $475,148 over the same period in 2014 from $457,470 to $932,618. The increase is attributed primarily to subcontract fees related to the Company’s research and development program which increased by 257% or $433,282 from $168,704 in Q4 2014 to $601,986 in Q4 2015. In Q4 2015 additional costs associated with new established foundry and technology development relationships with companies like Anadigics Inc., Epiworks Inc. and Intelligent Epitaxy Technology to expedite the technology development were incurred over the same period in the prior year.

The Company closed its Uconn facilities in Q4 2015. The strategy for closing the Uconn lab was to outsource the technology development to labs that are more modern with equipment that has the capability to handle the Company’s advanced technology, a continuation of the Company’s path from Lab to Fab.

Professional fees increased by $90,779 or 68% from $134,339 in Q4 2014 to $225,118 in Q4 2015. The increased fees were a result of legal fees associated with the expansion of the Company’s patent portfolio coverage in a number of foreign jurisdictions. The Company also spent additional fees on professional services involved in testing the efficiency of the Company’s internal controls as required by the Sarbanes Oxley Act of 2002.

Wages and benefits decreased by $163,214 or 28% from Q4 2014 to Q4 2015. In Q4 2014, the Company paid performance bonuses of $230,000 to the former interim CEO and former COO. No bonuses were paid in Q4 2015.

General and administrative increased in Q4 2015 by $148,542 over the same period in 2014. This increase was primarily due to the $30,144 increase in rent expense due to the addition of the Company’s new location in Silicon Valley and the $41,000 increase in investor relations and travel expenses. The Company also incurred $26,000 in the quarter related to the costs of closing the Uconn lab and moving equipment and other assets to the new Silicon Valley location. The increased costs ensured an orderly transition with no loss of valuable development time or know-how.

Non-cash stock-based compensation had the most significant increase from Q4 2014 to Q4 2015. This expense increased by $447,383 from $1,044,330 in Q4 2014 to $1,491,713 in Q4 2015. The valuation of stock options is driven by a number of factors including the quantity 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 from time to time consistent with the provisions of the 2015 Plan which grants discretion to the Board of Directors.

Explanation of Results for the Year Ended December 31, 2015

During the year ended December 31, 2015, the Company recorded a loss of $12,070,170 compared to a loss of $11,785,800 for the year ended December 31, 2014. Changes in major expense categories are discussed below:

SBIR Grant Income

The Company had $169,832 in SBIR grant income for the year ended December 31, 2014. During 2014 the Company decided to eliminate its use of SBIR grants in order to focus all of its resources on developing and monetizing the POET technology. The Company had no SBIR grant income for the year ended December 31, 2015.

Research and Development.

During the year ended December 31, 2015 $2,980,076 was spent on R&D, of this amount, $1,560,819 was spent on subcontract services as compared to $582,943 in fiscal 2014. The subcontract fees related to work done with the Company’s VCSEL technology, epitaxy substrates and technical design kits. This development process required the use of third party consultants to both test and prove the concepts. During the year ended December 31, 2015, the Company expanded on its development roadmap which included additional proof of concept tests conducted by the Company’s then primary R&D consultant, Anadigics, Inc. The Company also engaged other R&D services providers such as Epiworks Inc., Intelligent Epitaxy Technology and Wavetek to expand the technology development. The Company has transitioned to an outsourcing model to expedite the development process. This transition is part of the Company’s ultimate objective of working with a “pure-play” foundry offering a wide range of dedicated, flexible and competitive foundry services. Additionally, in early 2015, the Company had expanded the capacity of the work being undertaken by BAE but stopped this activity in the second half of 2015 with a transition to Anadigics. BAE was the Company’s primary subcontractor in 2014, most of the subcontract fees for that year were spent on services provided by BAE.

6

R&D wages during the year ended December 31, 2015 increased by 38% or $341,296 over 2014. The increase in wages relate to the addition of a CTO and Program Manager along with additional over-time hours. These new employees were not with the Company in 2014. In addition, improper installation of equipment which was purchased in 2014 contributed to the team working significant over time hours to identify the cause of poor test results generated by this piece of equipment. The issues relating to the faulty installation were rectified in the first quarter of 2015. The increase is consistent with the Company’s 2015 budget.

Management and Consulting Fees

Management and consulting fees increased for the year ended December 31, 2015 by $70,104 over 2014. The increase was mainly due to the compensation of the Executive Co-Chairman who joined the Company in July 2014. The Company had some reduction in consulting fees due to discontinuing services that the Company felt were not adding material value.

General and Administrative

General and administrative increased by $422,635 for the year ended December 31, 2015 over 2014. The increase is primarily due to increased investor relations, travel and promotion, which collectively increased by $255,000. The Company implemented a promotion program for POET which included advertisements on Bloomberg TV and the Fox News Network. The Company also had its annual general meeting in Silicon Valley which resulted in increased logistics costs. Multiple Asian trips in securing new opportunities with potential service providers and partners increased the travel costs during the year over 2014.

Additionally, maintenance and repair costs, included in general and administrative, increased by $25,000 for the year ended December 31, 2015 over 2014. These costs resulted primarily from the improper installation of new equipment by a third party. The Company consulted with specialists in the field to assist with correcting the issues related to the faulty installation. The issues relating to the faulty installation were rectified in the first quarter of 2015. The Company also spent $17,000 on specialized software that was required to operate the equipment along with optimizing the optical elements of the POET process.

Rent expense increased by approximately $73,000 over 2014 due to the addition of the Company’s new location in Silicon Valley.

Wages and Benefits

Wages and benefits decreased by $394,549 from 2014 to 2015 as a result of the cessation of employment of the former president in September 2014 and the non-repetition of 2014 performance bonuses of $337,000 paid to the former interim CEO and former COO. The compensation to the former president included a one-time debt settlement of $100,000 which was settled in February 2014. Wages and benefits will, however, increase over the short-term with the addition of the new CEO and COO, and the transition of responsibilities between the CEO and former interim CEO. While the Company experienced decreases relating to bonuses paid to the former interim CEO and wages payable to the former president, there was a partial offsetting due to the addition of the new COO and CEO salaries.  

Professional Fees

Professional fees decreased by 11% from $907,794 in 2014 to $812,115 in 2015. Professional services in 2015 were primarily on routine operational matters as compared to 2014 when the Company incurred additional fees for the updated Pellegrino valuation report which indicated a median value for the Company of approximately $2.3 billion. Additionally, increased fees were incurred in 2014 for submitting a registration statement on Form 20-F in connection with the registration of its common stock under the U.S. Securities Exchange Act of 1934.

Non-Cash Stock-based Compensation

Non-cash stock-based compensation increased by $202,123 from $4,615,997 in 2014 to $4,818,120 in 2015. The Company granted 11,655,000 stock options during the year ended December 31, 2015 as compared to 6,155,000 in 2014. The number of options granted for the year ended December 31, 2015 were unusually high due to the recruitment of two new senior executive officers. The valuation of stock options is driven by a number of factors including the quantity 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 from time to time consistent with the provisions of the 2015 Plan which grants discretion to the Board of Directors.

7

Shares issued for the reduction of license fee

For the year ended December 31, 2014, the Company had a one-time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company. The Company did not have a similar expense for the year ended December 31, 2015.

Explanation of Material Variations by Quarter for the Last Eight Quarters

Q4 2015 compared to Q3 2015

In Q4 2015, professional fees increased by $114,729 over Q3 2015 due to the legal fees incurred relating to the expanded coverage of the Company’s patent portfolio and additional fees related to testing the effectiveness of the Company’s internal controls as required by the Sarbanes Oxley Act.

General and administrative increased by $67,557 in Q4 2015 as compared to Q3 2015 due to the increase in investor relations and travel during the quarter. The Company engaged in a European road show in November 2015 to generate interest in the Company and its technology. Additionally, the Company incurred moving and travel costs associated with the closure of the Uconn facilities.

In Q4 2015, the costs associated with new established foundry and technology development relationships with companies like Anadigics Inc., Epiworks Inc. and Intelligent Epitaxy Technology to expedite the technology development were incurred. The Company incurred costs of $449,200 relating to these new parties on the expedited technology work being done as compared to $290,215 in Q3 2015.

In Q4 2015, non-cash stock-based compensation decreased by $130,038 from Q3 2015. This is a result of the timing of stock based compensation expense relative to the vesting date of the historical granted stock options. The valuation of stock options is driven by a number of factors including the quantity 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.

Q3 2015 compared to Q2 2015

In Q3 2015, professional fees decreased by $243,503 from Q2 to Q3 2015. The Company successfully recruited two high profile executive officers (CEO and COO). The Company paid $200,000 in recruitment fees related to Drs. Deshmukh’s and Venkatesan’s employment in Q2. Both executives were appointed in June 2015. No recruitment fees were paid in Q3 2015.

Wages and benefits increased by $154,199 due to the addition of the new CEO and COO. Wages and benefits will be higher over the short term as the transition of responsibilities continues from the former interim CEO to the new CEO as both salaries are incurred by the company in the transition period.

Non-cash stock-based compensation in Q3 2015 was $510,993 higher than the expense in Q2 2015. The increase was impacted by timing of the expense related to the 10,430,000 stock options granted in 2015. The Company granted 7,857,000 stock options to new executives (CEO and COO). The valuation of stock options is driven by a number of factors including the quantity 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.

Q2 2015 compared to Q1 2015

In Q2 2015, professional fees increased by $231,176 over Q1 2015. The Company successfully recruited two high profile executive officers (CEO and COO). The Company paid $200,000 in recruitment fees in Q2 related to Drs. Deshmukh’s and Venkatesan’s employment. Both executives were appointed in June 2015.

In Q2 2015, the Company increased its R&D efforts. Additional consultants were engaged by the Company. The $151,130 increase in R&D, is partially comprised of an additional $60,000 in consulting fees during Q2 in excess of Q1. The remaining increase was a result of the expanded scope of BAE’s foundry services to the Company.

8

General and administrative in Q2 2015 was $241,088 as compared to $364,316 in Q1 2015, a decrease of $123,228. In Q1 2015, the Company increased its investor relations, travel and promotion. The Company implemented a promotion program for POET which included advertisements on Bloomberg TV and the Fox News Network, which was expensed solely in Q1. Additionally, there were increases in maintenance and repair costs, resulting from the improper installation of new equipment by a third party and the purchasing of $15,000 of specialized software required to optimize the optical elements of the POET process.

Non-cash stock-based compensation in Q2 2015 was $516,860 in excess of the expense in Q1 2015. The increase was impacted by 9,930,000 stock options granted in Q2 as compared to 500,000 granted in Q1 2015. The Company granted 7,857,000 stock options to new executives (CEO and COO) in Q2. The valuation of stock options are driven by a number of factors including the quantity 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.

Q1 2015 compared to Q4 2014

In Q1 2015, research and development expenses increased by $107,132 over Q4 2014 due to the addition of a Program Manager in Q1 2015 along with substantial overtime incurred during the quarter in connection with the rectification of improper installation of new equipment as previously discussed. The issues relating to the improper installation were rectified in Q1 2015.

Wages and benefits in Q1 2015 were $198,965 compared to $578,071 in Q4 2014. Q4 2014 included $230,000 paid in bonuses and $165,000 paid in directors fees. No bonuses were paid in Q1 2015 and director fees consisted of $39,981 in Q1 2015. The director fees in Q4 2014 included an expense for two quarters (Q3 payment and Q4 accrual).

In Q1 2015, non-cash stock-based compensation decreased by $450,432 from Q4 2014. This is a result of the timing of stock based compensation expense relative to the vesting date of the historical granted stock options The valuation of stock options is driven by a number of factors including the quantity 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.

In Q1 2015, general and administrative increased by $159,459 over Q4 2014 due to increased investor relations, travel and promotion in this period. The Company implemented a promotion program for POET which included advertisements on Bloomberg TV and the Fox News Network which was expensed solely in Q1. Additionally, increases were incurred in maintenance and repair costs, resulting from the improper installation of new equipment by a third party and the leasing of specialized software required to optimize the optical elements of the POET process.

Q4 2014 compared to Q3 2014

Stock-based compensation and professional fees both decreased significantly from Q3 2014 to Q4 2014. Stock based compensation was $2,613,335 in Q3 2014 compared to $1,044,330 in Q4 2014. The valuation of stock options is driven by a number of factors including the quantity 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.

Professional fees were $325,695 in Q3 2014 compared to $134,339 in Q4 2014. In Q3, the Company updated the Pellegrino valuation report. Additionally, professional fees were incurred in recruiting the new Executive Co-Chairman in Q3 2014.

Wages and benefits increased by $173,214 from Q3 2014 to Q4 2014, due primarily to a performance bonus of $230,000 paid to the former interim CEO and former COO of the Company.

Q3 2014 compared to Q2 2014

Professional fees increased by $179,638 from Q2 2014 to Q3 2014. The increase was primarily due to the updated Pellegrino valuation report and the professional fees incurred in recruiting the new Executive Co-Chairman.

In Q3 2014, non-cash stock-based compensation increased by $2,244,797 over Q2 2014 as a result of the 3,940,000 annual Company stock options granted in Q3 compared to 215,000 granted in Q2 2014. The valuation of stock options is driven by a number of factors including the quantity 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.

In Q2 2014, the Company had a one-time non-cash issuance of 2,000,000 common shares to the University of Connecticut valued at $1,439,898 for the reduction of certain royalty rights in exchange for an investment in the Company. The parties agreed to restructure the payment provisions of the License Agreement by reducing royalty payments to three percent (3%) of amounts received from unaffiliated third parties in respect of the exploitation of the Intellectual Property defined in the License Agreement, in consideration for 2,000,000 common shares of the Company.

9

In Q3 2014, management and consulting fees increased by of $150,000 due primarily to the consulting services provided by a firm for the recruitment of the executive co-chair.

Q2 2014 compared to Q1 2014

Professional fees decreased from $301,703 in Q1 2014 to $146,057 in Q2 2014. The decrease in professional fees was a result of reduced professional services resulting from the successful completion of the filing of Form 20-F in Q1 with the SEC to register the Company’s shares in the United States. Additional accounting fees associated with the annual financial statements were also incurred in Q2.

In Q2 2014, non-cash stock-based compensation decreased by $221,216 from Q1 2014. This is a result of the timing of stock based compensation expense relative to the vesting date of the historical granted stock options. The valuation of stock options is driven by a number of factors including the quantity 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.

Segment Disclosure

The Company and its subsidiaries currently operate in a single segment - the design of semi-conductor products for military and industrial applications. The Company’s sole 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 operating segment is below:

ODIS Inc. (“ODIS”)

ODIS is the developer of the POET platform semiconductor process IP for monolithic fabrication of integrated circuit devices containing both electronic and optical elements on a single die.

The Company operates geographically in the United States and Canada. Geographical information is as follows:

	2015
As of December 31,	US		Canada		Consolidated
Current assets	$	3,055,947	$	11,504,972	$	14,560,919
Property and equipment		924,443		22,664		947,107
Patents and licenses		426,813		-		426,813
Total Assets	$	4,407,203	$	11,527,636	$	15,934,839

	US		Canada			Consolidated
For the year ended December 31,
General and administration	$	6,622,514	$	1,991,595		$	8,614,109
Research and development		3,532,492		-			3,532,492
Investment income		-		(76,431	)		(76,431	)
Net Loss	$	10,155,006	$	1,915,164		$	12,070,170

	2014
As of December 31,	US		Canada		Consolidated
Current assets	$	3,106,274	$	8,425,091	$	11,531,365
Property and equipment		1,054,636		4,224		1,058,860
Patents and licenses		260,721		-		260,721
Total Assets	$	4,421,631	$	8,429,315	$	12,850,946

	US			Canada		Consolidated
For the year ended December 31,
General and administration	$	5,827,262		$	3,850,443	$	9,677,705
Research and development		2,277,927			-		2,277,927
Other income		(169,832	)		-		(169,832	)
Net Loss	$	7,935,357		$	3,850,443	$	11,785,800

Note: Certain prior amounts have been reclassified to conform to the current year’s presentation

10

Liquidity and Capital Resources

The Company had working capital of $14,045,498 on December 31, 2015 compared to $11,079,641 on December 31, 2014. The increase and maintenance of the higher working capital was due to the approximately $12.1 million dollars raised through the exercise of stock options and warrants during the year ended December 31, 2015.

The Company’s balance sheet as at December 31, 2015 reflects assets with a book value of $15,934,836 (2014 - $12,850,946) of which 91% (2014 - 89%) or $14,560,919 (2014 - $11,531,365) is current and consists primarily of cash totaling $14,409,996 (2014 - $11,287,864). The Company’s liquidity and unencumbered balance sheet will allow for investments in capital equipment and valuable human capital which are necessary to enable the Company to achieve its technical and operational milestones.

Based on current plans and cash utilization, we believe we have sufficient liquidity to support our operations and technological programs beyond the end of 2016, which include further development of the POET semiconductor process and increasing the POET intellectual property portfolio to enable us to exploit POET, through licenses and collaborative arrangements.

The Company expects to increase its research and development program in the short term to advance the POET process, this will result in increased subcontractor fees expense for 2016.

The Company is embarking on an aggressive plan of attempting to monetize POET while simultaneously improving shareholder value. The focus, therefore, is to remain sufficiently capitalized to facilitate this.

Subsequent to December 31, 2015, the Company received $1,965,327 from the exercise of 2,686,947 warrants and 628,000 stock options.

Related Party Transactions

Compensation to key management personnel were as follows:

December 31.	2015		2014
Salaries	$	1,979,601	$	1,363,417
Share-based payments (1)		3,283,361		1,167,245
Total	$	5,262,962	$	2,530,662

^{(1)       Share-based payments are the fair value of options granted to key management personnel and expensed during the year as calculated using the Black-Scholes model.}

During the year ended December 31, 2014, the Company settled $100,000 that was advanced to the former CEO of the Company. The amount was non-interest bearing and short-term in nature. The Company settled the amount due from the former CEO in return for a reduction in his compensation and certain other entitlements.

In 2014, the former CEO of the Company received a severance package of $185,000 to be paid over one year. The full amount of the severance package was accounted for in 2014.

The Company paid or accrued $104,790 in fees and disbursements for the year ended December 31, 2015 (2014 - $174,549) to a law firm, of which a director is counsel, for legal services rendered to the Company.

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.

Critical Accounting Estimates

Stock-based Compensation

Stock options and warrants awarded to non-employees are accounted for using the fair value of the instrument awarded or service provided, whichever is considered more reliable. Stock options and warrants awarded to employees are accounted for using the fair value method. The fair value of such stock options and warrants 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.

11

Other stock-based payments

The Company accounts for other stock-based payments based on the fair value of the equity instruments issued or service provided, whichever is more reliable.

Cumulative Translation Adjustment

IFRS requires certain gains and losses such as certain exchange gains and losses arising from the translation of the financial statements of a self-sustaining foreign operation to be included in comprehensive income.

Recent Accounting Pronouncements

The Company has considered all recently issued accounting pronouncements and does not believe the adopting of such pronouncements will have a material impact on its consolidated financial statements. Please see note 3 of the financial statements for additional information.

Financial Instruments and Risk Management

The Company's financial instruments consist of cash and accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company estimates that the fair value of these instruments approximate the carrying values due to their short term nature.

Exchange Rate Risk

The Company is exposed to foreign currency risk with the Canadian dollar. The Company maintains bank accounts and cash reserves in both currencies with the majority of reserves currently in Canadian dollars which has exposure to currency fluctuations. Most of the company’s operations are transacted in US dollars. A 10% change in the Canadian dollar would increase or decrease other comprehensive loss by $1,135,639.

Interest Rate Risk

Cash equivalents 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.

World Economic Risk

Like many other companies, the world economic climate could have an impact on the Company's business and the business of many of its current and prospective customers. A slump in demand for electronic-based devices, due to a world economic crisis, may impact any anticipated licensing revenue.

Liquidity Risk

The Company predominately relies on equity funding for liquidity to meet current and foreseeable financial requirements.

Strategy and Outlook

There are a number of projects planned for 2016 which the Company expects will address the short-term and long-term growth plans of the Company including, but not limited to the following:

•  Continue to expand and develop the POET technology platform.

•  Re-profile the current engineering team as critical lab activities transitioned out of the lab into a commercial foundry environment. 

•  Expand the POET executive team, through an ongoing executive recruiting program, which includes amongst other positions a VP, Technology Development and various positions listed on the POET careers website [http://www.poet-technologies.com/careers].

•  Procure additional equipment which may be required for the continuing development and expansion of the POET platform.

•  Continue to develop and expand the IP patent portfolio.

12

•  Facilitate the adoption of the POET process into opto-electronic products by providing ease of access to the platform with initiatives such as the development of the PDKs.

•  Continue the lab-fab transition through ongoing evaluation of external partners for both the epi stack growth and commercial foundry fabrication.

•  Actively search out opportunities to monetize POET.

Outstanding Share Data

Common Shares

As of December 31, 2015 and March 17, 2016, there were respectively, 197,097,815 and 200,412,762 outstanding common shares of the Company.

Stock Options and Warrants

As of December 31, 2015, there were 8,369,233 warrants and compensation warrants outstanding to purchase common shares at exercise prices ranging from CA$0.23 – CA$1.00.

As of March 17, 2016, there were 1,116,051 compensation warrants outstanding to purchase common shares at an exercise price of CA$0.23.

Total stock options outstanding as at December 31, 2015 and March 17, 2016, were 26,718,500 and 26,045,500 priced between CA$0.23 and CA$1.99 per common share.

Additional detailed share data information is available the Company’s Notes to Consolidated Financial Statement.

Off-Balance Sheet Arrangements

The Company has not entered into any off-balance sheet arrangements.

Key Business Risks and Uncertainties

Dependence Upon Key Personnel – The Company depends on its senior management and technical staff. If the Company is unable to attract and retain key personnel, it may have a material adverse effect on the Company. In an effort to manage this risk, the Company is establishing a competitive compensation grid for all staff that includes certain benefits and stock options. The Company will be benchmarking its rates of pay to similar companies and the compensation package that would normally be offered to senior individuals within the industry.

Technology Development – Delays in either technology development or the transition to large scale application of the technology may cause a material adverse effect to the Company. Technology development in the Company follows a strict path of concept, research, business analysis, design, beta testing and technical implementation. These milestones are reviewed regularly with the head of technology development to ensure timely completion of the technological milestones.

Financial Liquidity –The Company has not earned profits, so its ability to finance operations is chiefly dependent on equity financings. While the Company has been successful in raising equity financing in the past to support the POET initiative, there are no assurances that the Company will be able to continue to raise further equity financing on favourable terms or at all.

Ability to Reach Profitability – The Company has no history of profitability and may not be able to monetize POET.

Market Acceptance of New Products – The Company’s POET technology is a new technology which currently does not have an installed base and may not be embraced for use by the semiconductor industry. Branding is a key to creating market acceptance. There is no assurance that these risks can be mitigated through public announcements, demonstrations and advertisements about the competitive advantage of the Company’s high efficiency technology.

Technology Changes – The Company's technology is highly reliant upon staying ahead of technological changes, particularly in other competing semiconductor processes. If the Company cannot keep pace, it may have a material adverse effect on the Company. Retaining qualified engineers and scientists has been identified as a key success driver for the Company. Qualified personnel will continue to ensure that the Company is not only keeping in touch with technological developments but is also implementing these new developments as appropriate.

Major Competitors – The Company may face several competitors before or after it brings its technology to market which could result in the lack of acceptance thereby having a material adverse effect on the Company. Through research and competitive data, the Company feels that these markets are ready for a new entrant especially with the efficiency of the POET technology. Staying ahead of the curve with R&D, and consistency in process development and technology transfer will be key to developing, keeping and maintaining industry share.

13

Please refer to the Company's Annual Information Forms filed on SEDAR for a detailed discussion of Risk and Uncertainties.

Additional Information

Additional information relating to the Company is available on SEDAR at www.sedar.com including the information contained in the Company's Annual Information Forms filed on SEDAR.

14

POET TECHNOLOGIES INC. Suite 501, 121 Richmond St. W.      2550 Zanker Road Toronto, Ontario M5H 2K1     San Jose, CA 95131 USA Tel: 416-368-9411     -     Fax: 416-861-0749 http://www.poet-technologies.com

EX-5.1

Exhibit 5.1

Independent Registered Public Accounting Firm’s Consent

We consent to the incorporation by reference in this Registration Statement of POET Technologies Inc. on Form F-10 of our report dated March 17, 2016, with respect to our audits of the consolidated financial statements of POET Technologies Inc. as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2015, 2014 and 2013 appearing in the Annual Report of POET Technologies Inc. for the year ended December 31, 2015. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.

/s/ Marcum LLP

Hartford, Connecticut

August 29, 2016