Mr. Jeremy Ross reports

CLEAR GOLD RESOURCES INC. PROVIDES UPDATE ON THE SHARES FOR DEBT TRANSACTION

Further to its news releases dated July 10, 2025, and Sept. 18, 2025, Clear Gold Resources Inc. has now issued an aggregate of 7,307,022 common shares at a deemed price of 6.375 cents per share in satisfaction of bona fide debt.

All shares issued under the debt settlement are subject to a statutory hold period of four months plus one day ending on Feb. 15, 2026, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

The debt settlement consisted of the settlement of $136,876.41 of outstanding debt owed to the company's chief executive officer, of which $89,999.96 relates to management fees and the remaining $46,876.45 relate to loans provided to the company by the chief executive officer. In addition to the above related party transaction, $175,000 of debt was settled in connection with management fees owing for chief financial officer services from October, 2019, to July, 2025, to a corporate entity providing such services. Each of these transactions will constitute a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of and the consideration paid for the shares issued in connection with the debt settlement, in each case, in relation to the interested party, will not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The participation by the CEO and the entity providing CFO services to the company in the debt settlement has been approved by directors of the company.

All amounts paid outside management fees to related parties, as noted above, relate to loans provided to the company that the company has not repaid.

We seek Safe Harbor.