Mr. Sean Samson reports

TRANSITION INC. ADOPTS SHAREHOLDER RIGHTS PLAN, ANNOUNCES MANAGEMENT CHANGES

Clean Energy Transition Inc.'s (formerly Rogue Resources Inc.) board of directors has approved the adoption of a shareholder rights plan pursuant to a shareholder rights plan agreement entered into with Odyssey Trust Company, as rights agent dated Oct. 31, 2024 (the effective date), and announces certain changes to its management team.

Shareholder rights plan

The rights plan was adopted to ensure the company's shareholders are treated fairly and equally in connection with any unsolicited takeover bid or other acquisition of control of or a significant interest in the company while providing the board adequate time to consider and evaluate such a takeover bid or other acquisition and, if appropriate, identify, develop and negotiate any value-enhancing alternatives. The rights plan is substantially similar to shareholder rights plans adopted by other Canadian issuers and has not been adopted in response to any specific takeover bid or other proposal to acquire control of Clean Energy, and the company is not aware of any such pending or contemplated proposals.

Under the terms of the rights plan, one right will be issued and attached to each common share in the capital of the company outstanding as of the effective date, and a right will also attach to each share issued thereafter. The issuance of the rights will not change the manner in which shareholders trade their shares, and the rights will automatically attach to the shares with no further action required by shareholders.

Subject to its terms, the rights issued under the rights plan become exercisable only if a person (an acquiring person), together with certain parties related to such person, acquires or announces its intention to acquire beneficial ownership of 20 per cent or more of the outstanding shares without complying with the permitted bid provisions of the rights plan or in circumstances where application of the rights plan is not waived in accordance with its terms. Following a transaction that results in a person becoming an acquiring person, the rights entitle the holders thereof (other than the acquiring person and certain related parties) to purchase shares at a discount to the market price at that time.

The rights plan received conditional approval by the TSX Venture Exchange, and although the rights plan is effective as of the effective date, it is subject to shareholder ratification within six months of its adoption, failing which it will terminate.

The description of the rights plan in this news release is qualified in its entirety by the full text of the rights plan, a copy of which will be made available on the company's SEDAR+ profile. The company's management information circular, prepared in connection with the annual general and special shareholders meeting occurring on Dec. 19, 2024, will contain a summary of the rights plan.

Management changes

In addition, the company wishes to advise that Paul Davis, vice-president of technical and corporate secretary, is retiring from Clean Energy, and the company accepted his resignation effective as of Oct. 31, 2024. Mr. Davis will continue to serve in a consulting and advisory role on a month-to-month basis, focusing on the company's quartz business.

"As a core member of senior management, Paul has been an invaluable member of our team and his dedication, leadership and hard work have left a significant mark on the company. He will be missed, especially by me, but we are grateful to keep access to his knowledge and experience as an adviser," said Sean Samson, president, chief executive officer and director of Clean Energy.

About Clean Energy Transition Inc.

Clean Energy is focused on opportunities to generate positive cash flow across the energy transition. The company includes a quartz division, focused on advancing its silica/quartz business with the Snow White project in Ontario and the Silicon Ridge project in Quebec. The silica in high-quality quartz can be used to make silicon metal, a key component in solar energy panels. In addition to quartz, Clean Energy is looking for low-carbon production opportunities in critical minerals and additional opportunities developing with the rapid change under way.

We seek Safe Harbor.