File: '\\swfile\EmailIn\20251014 133436 Attachment Clear Gold Resources Inc. - News Release Announcing Issuance of Shares for Debt.docx'

LEGAL_47801976.1

LEGAL_47801976.1

CLEAR GOLD RESOURCES INC.

1066 Heywood Street

North Vancouver, BC V7L 1H3

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

VANCOUVER, B.C., CANADA, October 14, 2025 - Clear Gold Resources Inc. (NEX: CFA.H), (the "Company") announces that further to its news releases dated July 10, 2025 and September 18, 2025, the Company has now issued an aggregate of 7,307,022 common shares (the "Shares") at a deemed price of $0.06375 per Share in satisfaction of bona fide debt (the "Debt Settlement").

All Shares issued under the Debt Settlement are subject to a statutory hold period of four months plus a day ending on February 15, 2026, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange (the "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 CEO. In addition to the above related party transaction, $175,000 of debt was settled in connection with management fees owing for CFO 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 Securityholders in Special Transactions ("MI 61-101"). 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% 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 which the Company has not repaid.

FOR FURTHER INFORMATION PLEASE CONTACT:

Jeremy Ross, Chief Executive Officer

Contact Information

Clear Gold Resources Inc.

604-537-7556

jeremy@blackhillconsultants.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

File: Attachment Oct-14-2025-NR.pdf

CLEAR GOLD RESOURCES INC. 1066 Heywood Street

North Vancouver, BC V7L 1H3

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

VANCOUVER, B.C., CANADA, October 14, 2025 Clear Gold Resources Inc. (NEX: CFA.H), (the "Company") announces that further to its news releases dated July 10, 2025 and September 18, 2025, the Company has now issued an aggregate of 7,307,022 common shares (the "Shares") at a deemed price of $0.06375 per Share in satisfaction of bona fide debt (the "Debt Settlement").

All Shares issued under the Debt Settlement are subject to a statutory hold period of four months plus a day ending on February 15, 2026, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange (the "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 CEO. In addition to the above related party transaction, $175,000 of debt was settled in connection with management fees owing for CFO 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 Securityholders in Special Transactions ("MI 61-101"). 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% 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 which the Company has not repaid.

FOR FURTHER INFORMATION PLEASE CONTACT:

Jeremy Ross, Chief Executive Officer

Contact Information Clear Gold Resources Inc. 604-537-7556 jeremy@blackhillconsultants.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This information release contains certain forward-looking information. Such information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or

LEGAL_47801976.1 achievements to be materially different from those implied by statements herein, and therefore these statements should not be read as guarantees of future performance or results. All forward-looking statements are based on the Company's current beliefs as well as assumptions made by and information currently available to it as well as other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Due to risks and uncertainties, including the risks and uncertainties identified by the Company in its public securities filings, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise

LEGAL_47801976.1