shareholder right planThe Plan has not been adopted in response to, or in contemplation of, any specific proposal to acquire control of Critical Elements. The Plan is subject to acceptance by the TSX Venture Exchange and must be ratified by the shareholders of Critical Elements at its next meeting which is scheduled to take place on March 9, 2012. Unless otherwise terminated in accordance with its terms, the Plan will terminate at the close of the third annual meeting of shareholders following the meeting at which the Plan is ratified by shareholders, unless the Plan is reconfirmed and extended at such meeting.