F-3 424B5 EX-FILING FEES 333-292868 0001437424 POET TECHNOLOGIES INC. N/A N/A The prospectus is not a final prospectus for the related offering. 0001437424 2026-05-18 2026-05-18 0001437424 1 2026-05-18 2026-05-18 0001437424 2 2026-05-18 2026-05-18 0001437424 3 2026-05-18 2026-05-18 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

F-3

POET TECHNOLOGIES INC.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Shares 457(r) 19,047,620 $ 21.00 $ 400,000,020.00 0.0001381 $ 55,240.00
Fees to be Paid 2 Other Warrants to Purchase Common Shares 457(r) 0.0001381
Fees to be Paid 3 Equity Common Shares issuable upon exercise of the Warrants 457(r) 19,047,620 $ 26.25 $ 500,000,025.00 0.0001381 $ 69,050.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 900,000,045.00

$ 124,290.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 124,290.00

Offering Note

1

The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended (the "Securities Act"). Pursuant to Rule 416 under the Securities Act, this prospectus supplement also covers such additional shares as may hereafter be offered or issued with respect to the shares registered hereby resulting from stock splits, stock dividends, recapitalizations or similar capital adjustments. In accordance with Rules 456(b) and 457(r) of the Securities Act, the Registrant initially deferred payment of all of the registration fee for Registration Statement No. 333-292868 filed on January 22, 2026 (the "Registration Statement"). This registration fee table shall be deemed to update the "Calculation of Filing Fee Table" in the Registration Statement in accordance with Rules 456(b) and 457(r) under the Securities Act, which registration fee is paid herewith for the related offering. The prospectus supplement to which this registration fee table is attached, together with the base prospectus contained in the Registration Statement, is a final prospectus for the related offering.

2

Common shares being registered are issuable upon exercise of the warrants (as defined in the prospectus supplement). The registration fee is calculated in accordance with Rule 457(r) under the Securities Act. Pursuant to Rule 457(g), no additional fee is payable for the warrants. See also Note 1.

3

Consists of up to 19,047,620 common shares issuable upon exercise of the warrants. The registration fee is calculated in accordance with Rule 457(r) under the Securities Act. The "Proposed Maximum Offering Price Per Unit" represents the exercise price of $26.25 per common share issuable pursuant to the warrants. See also Note 1.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date