EX-FILING FEES 4 ex107.htm

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM F-10

(Form Type)

 

POET TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

In US Dollars

 

   Title  Instruction  Registered   Per Unit   Offering Price   Fee Rate   Fee 
   Newly Registered Securities 
   Security Type  Security Class Title  Fee Calculation Rule or Instruction                 
                           
Fees to be paid  Equity  Common Shares   Rule 457(o)                     
Fees to be paid  Debt  Debt Securities   Rule 457(o)                     
Fees to be paid  Other  Convertible Securities   Rule 457(o)                     
Fees to be paid  Other  Subscription Receipts   Rule 457(o)                     
Fees to be paid  Other  Warrants   Rule 457(o)                     
Fees to be paid  Other  Units   Rule 457(o)                     
Fees to be Paid  Unallocated
(Universal) Shelf		  -   Rule 457(o)   $250,000,000   $250,000,000   $0.00014760   $36,900.00 
Fees Previously Paid  -  -   -    -    -    -    - 
  Total Offering Amounts            $250,000,000        $36,900.00 
  Total Fees Previously Paid                      $- 
  Total Fee Offsets                      $29,143.09 
  Net Fee Due                      $7,756.91 

 

 
 

 

Table 2: Fee Offset Claims and Sources

In US Dollars

 

    Registrant or Filer Name   Form or Filing Type   File Number   Initial Filing Date   Filing
Date		   Fee Offset Claimed     Security Type
Associated
with Fee
Offset
Claimed		   Security Title Associated with Fee Offset Claimed     Unsold
Securities
Associated
with Fee
Offset
Claimed		     Unsold
Aggregate Offering Amount
Associated
with Fee
Offset
Claimed		     Fee Paid with Fee Offset Source  
    Rule 457(p)  
Fee Offset Claims   POET Technologies Inc.   F-3   333-273853   August 9, 2023       $ 29,143.09     Unallocated (Universal Shelf)                   $ 141,628,650.63        
Fee Offset Sources   POET Technologies Inc.   F-3   333-273853       August 9, 2023                                       (2 )
Fee Offset Sources   POET Technologies Inc.   F-10   333-255631       April 30, 2021                                       (2 )

 

(1)There are being registered under this Registration Statement such indeterminate number of common shares, debt securities, convertible securities, subscription receipts and warrants of the Registrant, and a combination of such securities, separately or as units, as may be sold by the Registrant from time to time, which collectively shall have an aggregate offering price not to exceed $250,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, distributions or similar transactions. The proposed 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)The Registrant previously paid (a) $32,615.81 in registration fees with respect to the registration statement on Form F-10 (File No. 333-255631) initially filed by the Registrant on April 30, 2021, which was amended and declared effective on July 8, 2021 (the “2021 Registration Statement”), pertaining to the registration of an indeterminant number of securities in an aggregate principal amount of up to $300,000,000, all of which fee remained unutilized and $16,530 of which fee was used to offset the total filing fee of the Prior Registration Statement (as defined below) and $13,535.61 of which fee remains available to offset future registration fees pursuant to Rule 457(p) under the Securities Act, and (b) $16,530 in registration fees with respect to the registration statement on Form F-3 (File No. 333-273853) initially filed by the Registrant on August 9, 2023 and declared effective on August 18, 2023 (the “Prior Registration Statement”), pertaining to the registration of an indeterminant number of securities in an aggregate principal amount of up to $150,000,000 ($141,628,650.63 of which remains unsold), $15,607.48 of which remains unutilized and available to offset future registration fees pursuant to Rule 457(p) under the Securities Act. Pursuant to Rule 457(o) of the Securities Act, the Registrant is registering an additional $158,371,349.37 in aggregate offering amount of an indeterminate number of securities of the Registrant. Accordingly, as the total filing fee required for this Registration Statement is $36,900, taking into consideration the available offset of $29,143.09 from the 2021 Registration Statement and the Prior Registration Statement, a registration fee of $7,756.91 is being paid in connection with this Registration Statement. To the extent that, after the date hereof and prior to the effectiveness of this Registration Statement, any securities are sold pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of such securities from the Prior Registration Statement to be included on this Registration Statement. In accordance with the Securities Act, the offering of the unsold securities under the Prior Registration Statement will be deemed terminated as of the effectiveness of this Registration Statement.