Exhibit 99.1

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Three and Six Months Ended June 30, 2024

(Unaudited and Expressed in US Dollars)

POET TECHNOLOGIES INC.

POET TECHNOLOGIES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in US Dollars)

Audited (Restated Note 2)

	June 30,			December 31,
	2024			2023
Assets
Current
Cash and cash equivalents (Note 2)	$	21,262,126		$	3,019,069
Prepaids and other current assets (Note 4)		618,753			150,676
		21,880,879			3,169,745
Property and equipment (Note 6)		5,550,824			4,623,228
Patents and licenses (Note 7)		510,471			502,055
Right of use assets (Note 8)		372,165			482,389
	$	28,314,339		$	8,777,417
Liabilities
Current
Accounts payable and accrued liabilities (Note 9)	$	1,732,860		$	2,301,457
Lease liability (Note 8)		180,291			204,939
Derivative warrant liability (Note 21)		1,348,039			1,002,264
Covid-19 government support loans (Note 10)		-			30,200
		3,261,190			3,538,860
Non-current lease liability (Note 8)		224,157			307,141
		3,485,347			3,846,001
Shareholders’ Equity
Share capital (Note 11(b))		186,255,095			165,705,423
Warrants (Note 12)		11,281,383			670,115
Contributed surplus (Note 13)		57,995,920			55,447,961
Accumulated other comprehensive loss		(2,716,334	)		(2,601,058	)
Deficit		(227,987,072	)		(214,291,025	)
		24,828,992			4,931,416
	$	28,314,339		$	8,777,417

Commitments and contingencies (Note 15)

Subsequent events (Notes 22)

On behalf of the Board of Directors

/s/ Suresh Venkatesan	/s/ Chris Tsiofas
Director	Director

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 2

POET TECHNOLOGIES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(Expressed in US Dollars)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Revenue (Note 3)	$	-		$	177,390		$	8,710		$	358,226
Operating expenses
Selling, marketing and administration (Note 20)		4,108,688			2,355,901			6,946,241			5,075,823
Research and development (Note 20)		2,648,498			2,254,352			4,938,814			5,056,063
Operating expenses		6,757,186			4,610,253			11,885,055			10,131,886
Operating loss before the following		(6,757,186	)		(4,432,863	)		(11,876,345	)		(9,773,660	)
Interest expense (Note 8)		(20,833	)		(11,214	)		(40,586	)		(21,745	)
Other income, including interest		174,911			57,454			227,469			135,495
Fair value adjustment to derivative warrant liability (Note 21)		(1,376,761	)		-			(2,006,585	)		-
Net loss		(7,979,869	)		(4,386,623	)		(13,696,047	)		(9,659,910	)
Deficit, beginning of period		(220,007,203	)		(199,296,947	)		(214,291,025	)		(194,023,660	)
Net loss		(7,979,869	)		(4,386,623	)		(13,696,047	)		(9,659,910	)
Deficit, end of period	$	(227,987,072	)	$	(203,683,570	)	$	(227,987,072	)	$	(203,683,570	)
Basic and diluted loss per share (Note 14)	$	(0.14	)	$	(0.11	)	$	(0.27	)	$	(0.25	)

Page 3

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Expressed in US Dollars)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Net loss	$	(7,979,869	)	$	(4,386,623	)	$	(13,696,047	)	$	(9,659,910	)
Other comprehensive income - net of income taxes Exchange differences on translating foreign operations		(33,344	)		64,345			(115,276	)		67,693
Comprehensive loss	$	(8,013,213	)	$	(4,322,278	)	$	(13,811,323	)	$	(9,592,217	)

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 4

POET TECHNOLOGIES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Expressed in US Dollars)

For the Six Months Ended June 30,	2024			2023
Share Capital
Beginning balance	$	165,705,423		$	151,206,539
Funds from the exercise of warrants		2,687,444			7,495,956
Fair value assigned to warrants exercised		2,759,260			4,346,972
Funds from the exercise of stock options		38,989			370,837
Fair value assigned to stock options exercised		7,900			326,704
Funds from common shares issued through ATM financing		8,053,830			-
Funds from common shares issued on private placement		19,211,852			-
Fair value of warrants issued on private placement		(11,764,359	)		-
Share issue costs		(445,244	)		-
June 30,		186,255,095			163,747,008
Warrants
Beginning balance		670,115			5,905,642
Fair value assigned to warrants and compensation warrants exercised		(1,136,475	)		(4,346,972	)
Fair value of warrants issued on private placement		11,764,359			-
Fair value of expired warrants		(16,616	)		(729,231	)
June 30,		11,281,383			829,439
Contributed Surplus
Beginning balance		55,447,961			51,016,808
Stock-based compensation		2,539,243			1,899,708
Fair value of stock options exercised		(7,900	)		(326,704	)
Fair value of expired warrants		16,616			729,231
June 30,		57,995,920			53,319,043
Accumulated Other Comprehensive Loss
Beginning balance		(2,601,058	)		(2,660,281	)
Other comprehensive loss attributable to common shareholders - translation adjustment		(115,276	)		67,693
June 30,		(2,716,334	)		(2,592,588	)
Deficit
Beginning balance		(214,291,025	)		(194,023,660	)
Net loss		(13,696,047	)		(9,659,910	)
June 30,		(227,987,072	)		(203,683,570	)
Total shareholders’ equity	$	24,828,992		$	11,619,332

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 5

POET TECHNOLOGIES INC.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in US Dollars)

For the Six Months Ended June 30,	2024			2023
CASH (USED IN) PROVIDED BY:
OPERATING ACTIVITIES
Net loss	$	(13,696,047	)	$	(9,659,910	)
Adjustments for:
Depreciation of property and equipment (Note 6)		872,841			786,282
Amortization of right of use asset (Note 8)		101,182			77,149
Amortization of patents and licenses (Note 7)		44,936			44,356
Non-cash interest (Note 8) 40,586 21,745
Stock-based compensation (Note 13)		2,539,243			1,899,708
Forgiveness of Covid-19 government support loans (Note 10)		(7,361	)		-
Fair value adjustment to derivative warrant liability (Note 21)		2,006,585			-
		(8,098,035	)		(6,830,670	)
Net change in non-cash working capital accounts:
Accounts receivable		-			51,923
Prepaid and other current assets		(474,826	)		20,282
Accounts payable and accrued liabilities		(526,351	)		(1,473,428	)
Contract liabilities		-			(165,263	)
Cash flows used in operating activities		(9,099,212	)		(8,397,156	)
INVESTING ACTIVITIES
Purchase of property and equipment (Note 6)		(1,912,388	)		(122,087	)
Purchase of patents and licenses (Note 7)		(53,352	)		(79,110	)
Cash flows used in investing activities		(1,965,740	)		(201,197	)
FINANCING ACTIVITIES
Repayment of Covid-19 government support loans (Note 10)		(22,083	)		-
Issue of common shares, net of share issue costs (Note 11)		29,546,870			7,866,793
Payment of lease liability (Note 8)		(137,752	)		(102,326	)
Cash flows from financing activities		29,387,035			7,764,467
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(79,026	)		111,792
NET CHANGE IN CASH AND CASH EQUIVALENTS		18,243,057			(722,094	)
CASH AND CASH EQUIVALENTS, beginning of period		3,019,069			9,229,845
CASH AND CASH EQUIVALENTS, end of period	$	21,262,126		$	8,507,751

The accompanying notes are an integral part of these condensed interim consolidated financial statements.

Page 6

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

1.	DESCRIPTION OF BUSINESS
	POET Technologies Inc. is incorporated in the Province of Ontario. POET Technologies Inc. and its subsidiaries (the “Company”) design and develop the POET Optical Interposer and Photonic Integrated Circuits for the data centre, tele-communications and artificial intelligence markets. The Company’s head office is located at 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario, Canada M4P 1E2. These condensed unaudited consolidated financial statements of the Company were approved by the Board of Directors of the Company on August 15, 2024.
2.	SUMMARY OF MATERIAL ACCOUNTING POLICIES
	These condensed unaudited consolidated financial statements of the Company and its subsidiaries were prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
	These condensed unaudited consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated audited financial statements for the year ended December 31, 2023.
	The preparation of financial statements in accordance with International Accounting Standards (“IAS”) 34 Interim Financial Reporting, requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies disclosed in Note 2 of its consolidated financial statements for the year ended December 31, 2023. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed below:
	Basis of presentation
	These consolidated financial statements include the accounts of POET Technologies Inc. and its subsidiaries; ODIS Inc. (“ODIS”), Opel Solar Inc. (“OPEL”), BB Photonics Inc. (“BB Photonics”), POET Technologies Pte Ltd. (“PTS”) and POET Optoelectronics Shenzhen Co. Ltd. (“POET Shenzhen”). All intercompany balances and transactions have been eliminated on consolidation.
	Foreign currency translation
	These condensed unaudited consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s presentation currency.
	Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the statement of operations and deficit.
	Assets and liabilities of entities with functional currencies other than U.S. dollars are translated into the presentation currency at the year end rates of exchange, and the results of their operations are translated at average rates of exchange for the year. The resulting translation adjustments are included in accumulated other comprehensive loss in shareholders’ equity. Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in accumulated other comprehensive loss. Elements of equity are translated at historical rates.

Page 7

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)
	Financial Instruments
	Financial assets held with an objective to hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest are measured at amortised cost using the effective interest method. Debt investments held with an objective to hold both assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of fair value are measured at FVTOCI. All other financial assets are classified and measured at fair value through profit or loss (“FVTPL”). Financial liabilities are classified as either FVTPL or other financial liabilities, and the portion of the change in fair value that relates to the Company’s credit risk is presented in other comprehensive loss. Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in net loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method.
	Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities, other than financial assets and financial liabilities classified as FVTPL, are added to or deducted from the fair value on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified as FVTPL are recognized immediately in consolidated net loss.
	Financial assets
	The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.
	Financial liabilities
	A financial liability is derecognized from the statement of financial position when it is extinguished, that is, when the obligation specified in the contract is either discharged, cancelled or expires. Where there has been an exchange between an existing borrower and lender of debt instruments with substantially different terms, or there has been a substantial modification of the terms of an existing financial liability, this transaction is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. A gain or loss from extinguishment of the original financial liability is recognized in profit or loss.
	The Company’s financial instruments include cash and cash equivalents, accounts payable and accrued liabilities, derivative warrant liabilities and covid-19 government support loans.
	The following table outlines the classification of financial instruments under IFRS 9:
	Financial Assets
	Cash and cash equivalents	Amortized cost
	Financial Liabilities
	Accounts payable and accrued liabilities	Amortized cost
	Derivative warrant liability (“FVTPL)	Fair value through profit and loss
	Covid-19 government support loans	Amortized cost
	Cash and cash equivalents
	Cash and cash equivalents consist of cash in current accounts of $1,690,753 (2023 - $1,249,116) and funds invested in US and Canadian Term Deposits of $19,571,373 (2023 - $1,769,953) earning interest at rates ranging from 4% - 4.2% and maturing in less than 90 days.

Page 8

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)
	Property and equipment
	Property and equipment are recorded at cost. Depreciation is calculated based on the estimated useful life of the asset using the following method and useful lives:

Machinery and equipment	Straight Line, 5 years
Leasehold improvements	Straight Line, 5 years or life of the lease, whichever is less
Office equipment	Straight Line, 3 - 5 years

Patents and licenses
Patents and licenses are recorded at cost and amortized on a straight line basis over 12 years. Ongoing maintenance costs are expensed as incurred.
Revenue recognition
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognizes revenue when it transfers control over a product or service to a customer.
	Sale of goods
	Revenue from the sale of goods is recognized, net of discounts and customer rebates, at the point in time the transfer of control of the related products has taken place as specified in the sales contract and collectability is reasonably assured.
	Service revenue
	The Company provides contract services, primarily in the form of non-recurring revenue (“NRE”) where control is passed to the customer over time. The contracts generally provide agreed upon milestones for customer payment which include but are not limited to the delivery of sample products, design reports and test reports. The customer makes payment when it has approved the delivery of the milestone. The Company must determine if the contract is made up of a series of independent performance obligations or a single performance obligation. Where NRE contracts contain multiple performance obligations for which a standalone transaction price can be assessed, revenue is recognized as each performance obligation is satisfied. Where NRE contracts contain a single performance obligation to be settled over time, revenue is recognized progressively based on the output method.
Other income
	Interest income
	Interest income on cash and cash equivalents and short-term investments is recognized as earned using the effective interest method.
Wage subsidies
	Wages subsidies received from the Singaporean government are netted against payroll costs on the consolidated statements of operations and deficit.
Government Grants
	Loans received exclusively from governmental agencies to support the Company throughout the COVID-19 pandemic qualify to be forgiven if certain conditions are met. Forgiveness of COVID-19 related loans will be recognized as other income on the consolidated statements of operations and deficit.

Page 9

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

2.	SUMMARY OF MATERIAL ACCOUNTING POLICIES (Continued)
	Stock-based compensation
	Stock options and warrants awarded to non employees are measured using the fair value of the goods or services received unless that fair value cannot be estimated reliably, in which case measurement is based on the fair value of the stock options. 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.
	Loss per share
	Basic loss per share, net of taxes is calculated by dividing net loss by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period after giving effect to potentially dilutive financial instruments. The dilutive effect of stock options and warrants is determined using the treasury stock method.
	Joint Venture
	A joint arrangement is an arrangement among two or more parties where the parties are bound by a contractual arrangement and the contractual arrangement gives the parties joint control of the arrangement. A joint venture is a form of joint arrangement where an entity is independently formed and the parties jointly have rights to the net assets of the arrangement and therefore account for their interests under the equity method.
	Adoption of new accounting policy:
	Presentation of Financial Statements (Amendments to IAS 1)
	The Company adopted the amendments to IAS 1 Presentation of Financial Statements regarding the classification of liabilities as current or non-current based on contractual rights that are in existence at the end of the reporting period. A liability not due over the next twelve months is classified as non-current even if management intends or expects to settle the liability within twelve months. The amendment also introduces a definition of ‘settlement’ to make clear that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendment issued in October 2022 also clarifies how conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. Covenants to be compiled with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. The amendments are effective for annual reporting periods beginning on or after January 1, 2024.
	As disclosed in Note 21, the Company recognized a derivative warrant liability that is exercisable in a currency different from the functional currency of the entity issuing the warrants. Accordingly the variability in potential future cashflows resulted in a derivative warrant liability. The adoption of the amendments to IAS 1 resulted in a change to the presentation of the Company’s warrant derivative liability from non-current to current in nature.
3.	REVENUE
	Disaggregated Revenues
	The Company disaggregates revenue by timing of revenue recognition, that is, at a point in time and revenue over time. During the three and six months ended June 30, 2024, the Company recognized nil and $8,710 (2023 - $177,390 and $358,226) from non-recurring engineering services. The revenue is recognized over time.

Page 10

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

4.	PREPAIDS AND OTHER CURRENT ASSETS
	The following table reflects the details of prepaids and other current assets:

	June 30,		December 31,
	2024		2023
Sales tax recoverable and other current assets	$	124,156	$	57,200
Prepaid expenses		357,510		93,476
Equipment deposit		137,087		-
	$	618,753	$	150,676

5.	JOINT VENTURE
	On October 20, 2020, the Company signed a Joint Venture Agreement (“JVA”) establishing a joint venture, Super Photonics Xiamen Co., Ltd (“SPX”) in Xiamen China, with Xiamen Sanan Integrated Circuit Co. Ltd. (“Sanan IC”). The Company’s contribution of intellectual property to Super Photonics Xiamen Co., Ltd (“SPX”) was independently valued at $22,500,000 at the time of its contribution. Since the establishment of SPX, the Company recognized a gain of $5,366,294 related to its contribution of intellectual property to SPX in accordance with IAS 28. The Company only recognized a gain on the contribution of the intellectual property equivalent to the Sanan IC’s interest in SPX, the unrecognized gain of $17,133,706 will be applied against the investment and periodically realized as the Company’s ownership interest in SPX is reduced. At June 30, 2024, Sanan IC’s and the Company’s ownership interests were approximately 24.8% and 75.2% respectively. At December 31, 2023 and June 30, 2024, the Company’s investment in SPX was carried at nil because the losses in SPX exceeded the carrying value of the investment.
	SPX was determined to be a joint venture as both Sanan IC and POET exercise joint control over SPX. All relevant activity of SPX require unanimous consent.
	Summarized financial information of the joint venture is as follows:

	June 30,			December 31,
	2024			2023
Current assets	$	741,500		$	1,758,587
Intangible assets		14,796,613			16,155,786
Liabilities		(336,005	)		(149,306	)
Owners Equity		(15,202,108	)		(17,765,067	)
Net loss for the six months ended June 30, 2024	$	1,977,553		$	1,911,776

The Company recognizes its share of SPX’s profits or losses using the equity method. The Company recognized nil during the period (2023 - nil) as its share of SPX’s loss. In accordance with IAS 28, the Company can only account for a loss to the extent that it carries a net investment in the joint venture on the consolidated statements of financial position.

6. PROPERTY AND EQUIPMENT

	Equipment not			Leasehold			Machinery and			Office
	in service			improvements			equipment			equipment		Total
Cost
Balance, January 1, 2023	$	1,815,909		$	123,659		$	6,091,621		$	177,903	$	8,209,092
Additions, net of returns		206,018			-			949,551			12,384		1,167,953
Reclassification		(2,013,090	)		-			2,013,090			-		-
Effect of changes in foreign exchange rates		(8,837	)		597			41,246			5,559		38,565
Balance, December 31, 2023		-			124,256			9,095,508			195,846		9,415,610
Additions		1,850,616			-			57,530			4,242		1,912,388
Effect of changes in foreign exchange rates		(11,469	)		(1,040	)		(100,498	)		1,056		(111,951	)
Balance, June 30, 2024		1,839,147			123,216			9,052,540			201,144		11,216,047

Page 11

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

6. PROPERTY AND EQUIPMENT (Continued)

Accumulated Depreciation
Balance, January 1, 2023	-		56,134		2,958,538		123,912		3,138,584
Depreciation		-		24,684		1,600,981		28,133		1,653,798
Balance, December 31, 2023		-		80,818		4,559,519		152,045		4,792,382
Depreciation for the period		-		12,306		851,435		9,100		872,841
Balance, June 30, 2024		-		93,124		5,410,954		161,145		5,665,223
Carrying Amounts
At December 31, 2023	$	-	$	43,438	$	4,535,989	$	43,801	$	4,623,228
At June 30, 2024	$	1,839,147	$	30,092	$	3,641,586	$	39,999	$	5,550,824

7. PATENTS AND LICENSES

Cost
Balance, January 1, 2023	$	1,058,936
Additions		79,111
Balance, December 31, 2023		1,138,047
Additions		53,352
Balance, June 30, 2024		1,191,399
Accumulated Depreciation
Balance, January 1, 2023		548,231
Amortization		87,761
Balance, December 31, 2023		635,992
Amortization during the period		44,936
Balance, June 30, 2024		680,928
Carrying Amounts
At December 31, 2023	$	502,055
At June 30, 2024	$	510,471

8.	RIGHT OF USE ASSET AND LEASE LIABILITY
	The Company recognizes a lease liability and right of use asset relating to its commercial leases. The lease liability is measured at the present value of the remaining lease payments, discounted using the Company’s incremental borrowing rate of 12%.

Right of use asset		Building
Cost
Balance, January 1, 2023	$	730,652
Additions		420,806
Balance, December 31, 2023 and June 30, 2024	$	1,151,458

Page 12

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

8. RIGHT OF USE ASSET AND LEASE LIABILITY (continued)

Accumulated Amortization
Balance, January 1, 2023	$	489,605
Amortization		180,602
Effect of changes in foreign exchange rates		(1,138	)
Balance, December 31, 2023		669,069
Amortization during the period		101,182
Effect of changes in foreign exchange rates		9,042
Balance, June 30, 2024	$	779,293
Carrying Amounts
At December 31, 2023	$	482,389
At June 30, 2024	$	372,165
Lease liability
Balance, January 1, 2023	$	279,263
Interest expense		53,613
Additions		424,021
Lease payments		(252,103	)
Effect of changes in foreign exchange rates		7,286
Balance, December 31, 2023		512,080
Interest expense		40,586
Lease payments		(137,752	)
Effect of changes in foreign exchange rates		(10,466	)
Balance, June 30, 2024	$	404,448
Less: current portion	$	(180,291	)
Non-current portion	$	224,157

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30,		December 31,
	2024		2023
Trade payable	$	1,373,035	$	1,370,658
Payroll related liabilities		325,995		563,588
Accrued liabilities		33,830		367,211
	$	1,732,860	$	2,301,457

10.

COVID-19 GOVERNMENT SUPPORT LOANS

On April 9, 2020, the Canadian government launched the Canada Emergency Business Account (“CEBA”) which is intended to support businesses during COVID-19 by providing interest free financing of up to $30,200 (CA$40,000) until December 31, 2023. If 75% of the loan is repaid by December 31, 2023 (extended to January 18, 2024), the loan recipient will be eligible for a loan forgiveness of the remaining 25% of the amount loaned. On April 15, 2020, the Company received a loan in the amount of $30,200 through the CEBA. If the loan has not been repaid by January 18, 2024, the outstanding amount will be automatically extended for an additional two years at 5% interest per annum payable monthly and maturing on December 31, 2025. The Company repaid 75% of the amount borrowed on January 15, 2024. The balance was forgiven.

Page 13

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

11.	SHARE CAPITAL
	(a)	AUTHORIZED
		Unlimited number of common shares
		One special voting share
	(b)	COMMON SHARES ISSUED

	Number of
	Shares		Amount
Balance, January 1, 2023		37,841,950	$	151,206,539
Funds from common shares issued on private placement		1,786,000		1,607,400
Fair value of warrants issued on private placement		-		(954,537	)
Share issue costs		-		(578,317	)
Funds from the exercise of stock options		268,356		668,259
Fair value of stock options exercised		-		587,035
Funds from the exercise of warrants and compensation warrants		2,364,066		7,767,067
Fair value of warrants and compensation warrants exercised		-		4,418,783
Funds from common shares issued through ATM financing		227,673		983,194
Balance, December 31, 2023		42,488,045		165,705,423
Funds from the exercise of stock options		30,523		38,989
Fair value of stock options exercised		-		7,900
Funds from the exercise of warrants		2,341,195		2,687,444
Fair value of warrants exercised		-		2,759,260
Funds from common shares issued through ATM financing		5,028,144		8,053,830
Funds from common shares issued on private placement		11,804,753		19,211,852
Fair value of warrants issued on private placement		-		(11,764,359	)
Share issue costs		-		(445,244	)
Balance, June 30, 2024		61,692,660	$	186,255,095

The following financings were completed during the period:

January 24, 2024

On January 24, 2024, the Company raised gross proceeds of CA$6,219,667 (US$4,613,312) from the issuance of 5,098,088 units through a private placement financing facility (the “Offering”) at an offering price CA$1.22 (US$0.90). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 5,098,088 common shares for a period of five (5) years from the date of closing at a price of CA$1.52 (US$1.12) per share. The Company paid finder’s fees of CA$43,829 (US$32,466) to certain parties that were instrumental of introducing some of the subscribers to the Company.

Directors, management and employees acquired 459,522 units of the Offering for gross proceeds of CA$560,617 (US$415,272).

The fair value of the share purchase warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, risk-free interest rate of 3.5%, volatility of 78.35%, and estimated life of 5 years. The estimated fair value assigned to the warrants and broker warrants was $2,815,861.

May 3, 2024

On May 3, 2024, the Company raised gross proceeds of CA$10,000,000 (US$7,299,270) from the issuance of 3,258,390 units through a non brokered private placement financing offering (the “offering”) at a price CA$3.069 (US$2.24). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,258,390 common shares for a period of five (5) years from the date of closing at a price of CA$4.26 per share.

Page 14

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

11.	SHARE CAPITAL (Continued)
	The Offering was structured to take advantage of the “listed issuer financing exemption” under applicable Canadian securities laws, whereby securities of the Company issued pursuant to the Offering were freely tradeable equity securities not subject to any hold period.
	The fair value of the share purchase warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, risk-free interest rate of 3.67%, volatility of 83%, and estimated life of 5 years. The estimated fair value assigned to the warrants and broker warrants was $4,513,393.
	May 10, 2024
	On May 10, 2024, the Company raised gross proceeds of CA$10,000,000 (US$7,299,270) from the issuance of 3,448,275 units through a non brokered private placement financing at a price CA$2.90 (US$2.12). Each unit consisted of one common share of the Company and one common share purchase warrant to purchase up to 3,448,275 common shares for a period of five (5) years from the date of closing at a price of CA$4.26 per share.
	The fair value of the share purchase warrants was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, risk-free interest rate of 3.67%, volatility of 83%, and estimated life of 5 years. The estimated fair value assigned to the warrants and broker warrants was $4,435,105.
	The Company incurred other share issuance costs of $171,163 related to these financings.
	ATM Financing
	During the six months ended June 30, 2024, the Company raised gross proceeds of $8,053,830 from the issuance of 5,028,144 common shares at an average price of $1.60 per common share through an Equity Distribution Agreement, (“EDA”). Pursuant to the EDA, the Company established an at-the-market (“ATM”) equity offering program whereby the Company may, at its discretion, during the term of the ATM agreement issue and sell, through an agent such number of common shares of the Company as would result in aggregate gross proceeds to the Company of up to US$30 million. The agent was paid a commission of 3% or $241,615 of the gross proceeds raised through the ATM.
12.	WARRANTS AND COMPENSATION OPTIONS
	The following table reflects the continuity of warrants:

	Historical		Number of
	Average Exercise		Warrants/			Historical
	Price		Compensation options			Fair value
Balance, January 1, 2023	$	6.15		3,512,171		$	5,905,642
Fair value of warrant issued on private placement		3.27		(2,364,066	)		(4,418,783	)
Fair value of warrants issued on private placement		-		1,786,000			-
Fair value of expired warrants		4.50		(584,787	)		(816,744	)
Balance, December 31, 2023		1.77		2,349,318			670,115
Fair value of warrants issued on public offering		2.25		11,804,753			11,764,359
Historical fair value assigned to warrants exercised		1.13		(2,341,195	)		(1,136,475	)
Historical fair value of warrants expired		1.32		(14,250	)		(16,616	)
Balance, June 30, 2024	$	2.25		11,798,626		$	11,281,383

During the six month period ended June 30, 2024, the Company repriced 539,318 warrants from CA$4.26 to CA$1.80. The repriced warrants contained an accelerator clause which resulted in the the warrants expiring on June 28, 2024. 525,068 of these warrants were exercised prior to expiry. The remaining 14,250 warrants expired.

Page 15

POET TECHNOLOGIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

13.	STOCK OPTIONS AND CONTRIBUTED SURPLUS
	Stock Options
	On June 21, 2024, shareholders of the Company approved the amendment to the Company’s fixed 20% omnibus equity incentive plan (the “Omnibus Plan”). The Omnibus Plan provides flexibility to the Company to grant different forms of equity-based incentive awards to directors, officers, employees and consultants. The Omnibus plan provides the Company with the choice of granting stock options (“Options”), share units (“Share Units”) and deferred share units (“DSUs”). The Omnibus Plan provides that the maximum number of common shares issuable pursuant to awards granted under the Omnibus Plan and pursuant to other previously granted awards is limited to 12,218,458 (the “Number Reserved”). Any subsequent increase in the Number Reserved must be approved by shareholders of the Company and cannot, at the time of the increase, exceed 20% of the number of issued and outstanding shares. Awards vest in accordance with the policies determined by the Board of Directors from time to time consistent with the provisions of the Omnibus Plan which grants discretion to the Board of Directors.
	Stock option transactions and the number of stock options outstanding were as follows:

				Historical
				Weighted average
	Number of			Exercise
	Options			Price
Balance, January 1, 2023		6,741,825		$	4.10
Expired/cancelled		(182,750	)		4.66
Exercised		(268,356	)		2.49
Granted		1,002,170			4.11
Balance, December 31, 2023		7,292,889			3.92
Expired/cancelled		(139,531	)		5.55
Exercised		(30,523	)		1.29
Granted		2,382,659			1.66
Modified options 1		(7,153,358	)		3.92
Repriced options 1		7,153,358			1.29
Balance, June 30, 2024		9,505,494		$	1.37

1.	During the period ended June 30, 2024, the Company amended 7,153,358 stock options granted to directors, officers, employees and consultants. The amended stock options were initially granted at prices ranging from CA$2.60 to CA$11.90. The amended stock options were re-priced to CA$1.75.
During the six months ended June 30, 2024, the Company granted 2,382,659 (six months ended June 30, 2023 - 50,000) stock options to employees and consultants of the Company to purchase common shares at an average price of $1.66 (six months ended June 30, 2023 - $4.28) per share.
During the six months ended June 30, 2024, the Company recorded stock-based compensation of $2,539,243 (six months ended June 30, 2023 - $1,899,708) relating to stock options that vested and re-priced during the period.
The stock options granted and re-priced were valued using the Black-Scholes option pricing model using the following assumptions:

	Re-priced stock options
Six Months Ended June 30,	2024			2024			2023
Weighted average exercise price	$	1.29		$	1.66		$	4.28
Weighted average risk-free interest rate		3.47	%		3.34% - 3.55	%		2.88% - 3.00	%
Weighted average dividend yield		0	%		0	%		0	%
Weighted average volatility		83.70	%		86.5	%		82.89	%
Weighted average estimated life		6.4 years			10 years			10 years
Weighted average share price	$	1.29		$	1.66		$	4.28
Share price on the various grant dates:	$	1.29			$1.33 - $1.83			$4.05 - $4.63
Weighted average fair value	$	0.96		$	1.42		$	3.57

The underlying expected volatility was determined by reference to the Company’s historical share price movements, its dividend policy and dividend yield and past experience relating to the expected life of granted stock options.

Page 16

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

13.	STOCK OPTIONS AND CONTRIBUTED SURPLUS (Continued)
	The weighted average remaining contractual life and weighted average exercise price of options outstanding and of options exercisable as at June 30, 2024 are as follows:

Options Outstanding					Options Exercisable
			Historical		Weighted				Historical
			Weighted		Average				Weighted
			Average		Remaining				Average
Exercise	Number		Exercise		Contractual		Number		Exercise
Range	Outstanding		Price		Life (years)		Exercisable		Price
$0.80 - $1.28		7,122,835	$	1.29		6.45		2,533,593	$	1.29
$1.29 - $1.81		2,382,659	$	1.65		9.87		69,416	$	1.81
		9,505,494	$	1.37		7.31		2,603,009	$	1.29

14. LOSS PER SHARE

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
Numerator
Net loss	$	(7,979,869	)	$	(4,386,623	)	$	(13,696,047	)	$	(9,659,910	)
Denominator
Weighted average number of common
shares outstanding - basic and diluted		56,392,012			40,025,377			51,463,342			39,281,812
Basic and diluted loss per share	$	(0.14	)	$	(0.11	)	$	(0.27	)	$	(0.25	)

	The effect of common share purchase options, warrants and broker warrants on the net loss is not reflected as they are anti-dilutive.
15.	COMMITMENTS AND CONTINGENCIES
	The Company has operating leases on four facilities; head office located in Toronto, Canada, design and testing operations located in Allentown, Pennsylvania (formerly in San Jose, California) and operating facilities located in Singapore and China. The lease on the Company’s design and testing operations was initiated on April 1, 2021 and expires on September 30, 2025. The lease on the Company’s operating facilities in Singapore terminated on May 31, 2023. The lease was renewed on June 1, 2023 and expires on March 31, 2027. The lease on the Company’s operating facilities in China was initiated in November 19, 2021 and expired on November 18, 2023. The lease on the operating facility in China was renewed for another three year term, expiring on November 18, 2026. As of June 30, 2024, the Company’s head office was on a month to month lease term.
	Remaining minimum annual rental payments to the lease expiration dates are as follows:

July 1, 2024 to December 31, 2024	$	140,012
2025 and beyond		385,906
	$	525,918

Page 17

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

16.	RELATED PARTY TRANSACTIONS
	Compensation to key management personnel were as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2024		2023		2024		2023
Salaries	$	650,830	$	562,248	$	1,295,408	$	1,118,681
Share-based payments (1)		886,933		465,820		1,583,489		1,163,103
Total	$	1,537,763	$	1,028,068	$	2,878,897	$	2,281,784

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

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.

17.	SEGMENT INFORMATION
	The Company and its subsidiaries operate in a single segment; the design, manufacture and sale of semi-conductor products and services for commercial applications. The Company’s 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 operations is below:
	OPEL, ODIS, POET Shenzhen and PTS
	OPEL, ODIS, POET Shenzhen and PTS are the designers and developers of the POET Optical Interposer platform and optical engines based on the POET Optical Interposer platform.
	BB Photonics
	BB Photonics developed photonic integrated components for the datacom and telecom markets utilizing embedded dielectric technology that enabled the partial integration of active and passive devices into photonic integrated circuits. BB Photonics’ operation is currently dormant.
	On a consolidated basis, the Company operates geographically in China and Singapore (collectively “Asia”), the United States and Canada. Geographical information is as follows:

	2024
As of June 30,	Asia		US		Canada		Consolidated
Current assets	$	602,782	$	264,926	$	21,013,171	$	21,880,879
Property and equipment		5,095,533		455,291		-	$	5,550,824
Patents and licenses		-		510,471		-	$	510,471
Right of use assets		310,411		61,754		-	$	372,165
Total Assets	$	6,008,726	$	1,292,442	$	21,013,171	$	28,314,339

Page 18

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

17. SEGMENT INFORMATION (Continued)

For the Six Months Ended June 30,	Asia			US			Canada			Consolidated
Revenue	$	8,710		$	-		$	-		$	8,710
Selling, marketing and administration	$	(1,580,012	)	$	(2,658,802	)	$	(2,707,427	)	$	(6,946,241	)
Research and development		(2,870,717	)		(1,982,578	)		(85,519	)	$	(4,938,814	)
Interest expense		(31,809	)		(8,777	)		-		$	(40,586	)
Fair value adjustment to derivative warrant liability		-			-			(2,006,585	)	$	(2,006,585	)
Other income, including interest and loan forgiveness		-			-			227,469		$	227,469
Net loss		(4,473,828	)		(4,650,157	)		(4,572,062	)		(13,696,047	)

2023
As of December 31,	Asia		US		Canada		Consolidated
Current assets	$	326,926	$	149,227	$	2,693,592	$	3,169,745
Property and equipment		4,089,653		533,575		-		4,623,228
Patents and licenses		-		502,055		-		502,055
Right of use assets		379,462		102,927		-		482,389
Total Assets	$	4,796,041	$	1,287,784	$	2,693,592	$	8,777,417

For the Six Months Ended June 30,	Asia			US			Canada			Consolidated
Revenue	$	358,226		$	-		$	-		$	358,226
Cost of sales		-			-			-			-
Selling, marketing and administration	$	(1,286,354	)	$	(3,048,626	)	$	(740,843	)	$	(5,075,823	)
Research and development		(3,160,643	)		(1,811,643	)		(83,777	)	$	(5,056,063	)
Interest		(7,806	)		(13,939	)		-		$	(21,745	)
Other income, including interest		-			-			135,495		$	135,495
Net loss	$	(4,096,577	)	$	(4,874,208	)	$	(689,125	)	$	(9,659,910	)

18.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
	The Company’s financial instruments consist of cash and cash equivalents, covid-19 government support loans, accounts payable and accrued liabilities and derivative warrant liability. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest risk arising from these financial instruments. The Company estimates that carrying value of these instruments approximates fair value due to their short term nature.
	The Company has classified financial assets and (liabilities) as follows:

	June 30,			December 31,
	2024			2023
Cash and cash equivalents, measured at amortized cost:
Cash and cash equivalents	$	21,262,126		$	3,019,069
Other liabilities, measured at amortized cost:
Accounts payable and accrued liabilities	$	(1,732,860	)	$	(2,301,457	)
Covid-19 government support loans	$	-		$	(30,200	)
Fair value through profit or loss (FVTPL):
Derivative warrant liability	$	-		$	(1,002,264	)

Page 19

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

18.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
	Exchange Rate Risk
	The functional currency of each of the entities included in the accompanying consolidated financial statements is the local currency where the entity is domiciled. Functional currencies include the Chinese Yuan, US, Singapore and Canadian dollar. Most transactions within the entities are conducted in functional currencies. As such, none of the entities included in the consolidated financial statements engage in hedging activities. The Company is exposed to a foreign currency risk when its subsidiaries hold current assets or current liabilities in currencies other than its functional currency. A 10% change in foreign currencies held would increase or decrease other comprehensive loss by $34,000.
	Liquidity Risk
	The Company currently does not maintain credit facilities. The Company’s existing cash and cash resources are considered sufficient to fund operating and investing activities beyond one year from the issuance of these unaudited condensed consolidated financial statements.
19.	CAPITAL MANAGEMENT
	In the management of capital, the Company includes shareholders’ equity (excluding accumulated other comprehensive loss and deficit) and cash and cash equivalents and short-term investments. The components of capital on June 30, 2024 were:

Cash and cash equivalents	$	21,262,126
Shareholders’ equity (excluding other comprehensive loss and deficit)	$	255,532,398

	The Company’s objective in managing capital is to ensure that financial flexibility is present to increase shareholder value through growth and responding to changes in economic and/or market conditions; to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business and to safeguard the Company’s ability to obtain financing should the need arise.
	In maintaining its capital, the Company has an investment policy which includes investing its surplus capital only in highly liquid, highly rated financial instruments. The Company reviews its capital management approach on an ongoing basis. There are no external restrictions on the management of capital and no changes to the Company’s capital management process for the period ended June 30, 2024.
20.	EXPENSES
	Research and development costs can be analysed as follows:

	Three Months Ended				Six Months Ended
	June 30				June 30,
	2024		2023		2024		2023
Wages and benefits	$	1,062,975	$	1,099,674	$	2,139,306	$	2,146,901
Subcontract fees		496,565		573,041		1,027,345		1,317,714
Stock-based compensation		530,670		217,399		898,920		702,635
Supplies		558,288		364,238		873,243		888,813
	$	2,648,498	$	2,254,352	$	4,938,814	$	5,056,063

Selling, marketing and administration costs can be analysed as follows:

Stock-based compensation	$	1,061,071	$	480,291	$	1,640,323	$	1,197,073
Wages and benefits		780,146		655,066		1,548,642		1,332,990
General expenses		1,345,918		471,517		1,889,049		988,728
Professional fees		366,839		255,094		776,565		568,498
Depreciation and amortization		509,699		462,743		1,018,959		907,787
Rent and facility costs		45,015		31,190		72,703		80,747
	$	4,108,688	$	2,355,901	$	6,946,241	$	5,075,823

Page 20

POET TECHNOLOGIES INC.

NOTES TO CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in US Dollars)

21.	DERIVATIVE WARRANT LIABILITY
	On December 4, 2023, the Company raised gross proceeds of $1,607,400 from the issuance of 1,786,000 units through an underwritten public offering in the United States (the “Offering”). The Offering consisted of 1,786,000 common shares of the Company and warrants to purchase up to 1,786,000 warrants. The warrants are exercisable into common shares of the Company at a price of $1.12 until December 4, 2028.
	Because the functional currency of the entity issuing the warrant is Canadian dollars but the warrants are exercisable in United States dollars, the Company may receive a variable amount in Canadian dollars when the warrants are exercised as the foreign exchange may vary over the warrant exercise period. The variability in potential future cashflows resulted in a derivative warrant liability which will be periodically remeasured with any gains or losses charged to the consolidated statements of operations and deficit.
	The fair value of the share purchase warrants was estimated on the date of issuance using the Black-Scholes option pricing model with the following weighted average assumptions: dividend yield of 0%, risk-free interest rate of 3.54%, volatility of 75.66%, and estimated life of 5 years. The estimated fair value assigned to the warrants and recognized as a derivative liability on the date of issuance was $954,537.
	During the period ended June 30, 2024, 920,000 warrants were exercised. The remaining warrants and corresponding derivative liability was remeasured on June 30, 2024. The cumulative impact of the remeasurement resulted in a loss of $2,006,585.
	The following table presents the details of the derivative warrant liability:

	June 30,			December 31,
	2024			2023
Stock price ($CA)	$	2.81		$	1.25
Exercise price ($CA)	$	1.52		$	1.52
Expected life in years		4.43			5.00
Volatility		84.12	%		75.66	%
Dividend yield		0	%		0	%
Risk free interest rate		3.87	%		3.54	%
Fair value of derivative warrant liability	$	1,348,039		$	1,002,264
Warrants		866,000			1,786,000

22.	SUBSEQUENT EVENTS
	Subsequent to June 30, 2024, the Company raised gross proceeds of $11.2 million from the issuance of 3,333,334 units in a registered offering and from the issuance of common shares using its ATM.

Page 21