EXHIBIT 107
Calculation of Filing Fee Tables
FORM F-3
(Form Type)
POET TECHNOLOGIES INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
In US Dollars
| | | Security Type | | Security Class Title | | Fee Calculation Rule or Instruction | | | Amount Registered | | | Proposed Maximum Offering Price Per Unit | | | Maximum Aggregate Offering Price | | | Fee Rate | | | Amount of Registration Fee | |
| Newly Registered Securities |
| Fees to be paid | | Equity | | Common Shares | | | Rule 457(o) | | | | (1) | | | | (1) | | | | (1) | | | | - | | | | - | |
| Fees to be paid | | Debt | | Debt Securities | | | Rule 457(o) | | | | (1) | | | | (1) | | | | (1) | | | | - | | | | - | |
| Fees to be paid | | Other | | Subscription Receipts | | | Rule 457(o) | | | | (1) | | | | (1) | | | | (1) | | | | - | | | | - | |
| Fees to be paid | | Other | | Warrants | | | Rule 457(o) | | | | (1) | | | | (1) | | | | (1) | | | | - | | | | - | |
| Fees to be paid | | Other | | Units | | | Rule 457(o) | | | | (1) | | | | (1) | | | | (1) | | | | - | | | | - | |
| Fees to be Paid | | Unallocated (Universal) Shelf | | - | | | Rule 457(o) | | | $ | 150,000,000(1) | | | | (1) | | | $ | 150,000,000(1) | | | $ | 0.00011020 | | | $ | 16,530 | |
| Fees Previously Paid | | - | | - | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | Total Offering Amounts | | | | | | | | | | | | | | $ | 150,000,000 | | | | | | | $ | 16,530 | |
| | | Total Fees Previously Paid | | | | | | | | | | | | | | | | | | | | - | |
| | | Total Fee Offsets | | | | | | | | | | | | | | | | | | | | | | $ | 16,530 | |
| | | Net Fee Due | | | | | | | | | | | | | | | | | | | | | | $ | 0 | |
Table 2: Fee Offset Claims and Sources
In US Dollars
| | | Registrant or Filer Name | | Forms 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 Offering Amount Associated with Fee Offset Claimed | | | | Fee Paid with Fee Offset Source | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fees Offset Claims | | POET Technologies Inc. | | F-10 | | 333-255631 | | April 29, 2021 | | | - | | | $16,530 (2) | | Unallocated (Universal Shelf) | | | (2) | | | | (2) | | | $ | 298,953,354.68 | | | | (2) | |
| | (1) | There are being registered under this Registration Statement such indeterminate number of common shares, debt securities, subscription receipts, warrants 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 $150,000,000. The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise, redemption or exchange of any other securities that provide for such conversion into, exercise for, redemption of or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion, redemption 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’s registration statement on Form F-10, initially filed on April 29, 2021, and subsequently amended on July 8, 2021 (File No. 333-255631) (the “Prior Registration Statement”), previously registered $300,0000,000 of which $298,953,354.68 remains unsold. In connection with the Prior Registration Statement, the Registrant paid $30,179.80 after offsetting registration fees of $32,730 by $2,550.20 previously paid by the Registrant in connection with its registration statement on Form F-10 (Commission File No. 333-227873) initially filed with the Commission on October 17, 2018, pursuant to which no securities were sold. Pursuant to Rule 457(o) of the Securities Act, the Registrant is registering $150,000,000 in aggregate offering amount of securities of the Registrant. Accordingly, a registration fee of $0 is being paid in connection with this Registration Statement. In accordance with the Securities Act, the offering of the unsold securities on the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
