AES Semigas


23 December 2022

POET to amend terms of share purchase warrants

POET Technologies Inc of Toronto, Ontario, Canada — a designer and developer of the POET Optical Interposer and photonic integrated circuits (PICs) for the data-center, telecom and artificial intelligence (AI) markets — intends to amend the terms of 1,764,720 common share purchase warrants that were issued pursuant to a private placement that closed on 11 February 2021. After giving effect to the consolidation, the warrants currently have an exercise price of C$11.50 per common share and will expire on 11 February 2023.

The purpose of the proposed amendments is to (i) reduce the exercise price of the warrants from C$11.50 to C$4.25 per common share, (ii) extend their expiry date from 11 February to 11 May 2023, and (iii) amend the acceleration clause to comply with the requirements of the TSX Venture Exchange.

Following the closing of the private placement in 2021, the corporation completed a consolidation of its issued and outstanding common shares on the basis of 1 post-consolidation common share for every 10 pre-consolidation common shares. Accordingly, the number of outstanding warrants was consolidated on the basis of 1 post-consolidation warrant for every 10 pre-consolidation warrants and, in accordance with the terms of the warrant indenture, the exercise price of the warrants was adjusted such that each post-consolidation warrant entitles the holder to purchase one common share at a price of C$11.50 per common share during the unexpired term of the warrants.

Warrantholder approval

In accordance with the terms of the warrant indenture under which the warrants were issued, the amendments must be approved by the holders of not less than 66 2/3 percent of the outstanding warrants. Therefore, in order to give effect to the amendments, the corporation will be promptly seeking the written consent of the holders of warrants to such amendments.

Upon the amendments becoming effective, each warrant will be exercisable until 5pm (Toronto time) on 11 May 2023 at an exercise price of C$4.25 per common share. In addition, the warrants will be subject to an amended clause whereby, if for any 10 consecutive trading days during the unexpired term of the warrants, the closing price of the common shares on the exchange is equal to or greater than C$4.89, the expiry date will be accelerated to 30 calendar days. The corporation will announce any such accelerated expiry date of the warrants by news release. All other terms and conditions of the warrants remain the same. The amended warrant terms remain subject to the final acceptance of the Exchange.

See related items:

POET proceeding with ten-for-one share consolidation on TSXV

Tags: POET