POET Technologies Inc.

The SOP was amended to bring it in line with the current TSXV Policies, to increase the number of shares reserved (the "Fixed Number") under the SOP to 31,925,000 and to change the form of Option Agreement. The new Fixed Number represents about 20% of the current issued and outstanding shares of the Company and a net increase of 5,450,000 from the 2013 SOP. An aggregate of 481,250 shares were issued pursuant to option exercises under the SOP since the last AGM held on June 21, 2013.

Help me understand then where the 31,925,000 are going and what they will be priced at .