Mr. Jeremy Ross reports

CLEAR GOLD RESOURCES INC. ANNOUNCES ASSIGNMENT OF INTELLECTUAL PROPERTY DEVELOPMENT AND SERVICES AGREEMENT AND BOARD CHANGES

Clear Gold Resources Inc. has entered into an assignment and assumption agreement among the company, 1001285579 Ontario Inc. (NewCo) and ViMi Labs UG, pursuant to which the company has assigned to NewCo all of its right, title and interest in an intellectual property development and service agreement dated Nov. 13, 2025, between Clear Gold and ViMi, which was previously announced by the company in its news release dated Nov. 13, 2025. In exchange for the assignment, the company has the right to acquire NewCo on the completion of the development of the intellectual property, assuming successful testing.

Pursuant to the IP development agreement, Clear Gold and ViMi agreed to, among other things, collaborate on the development and commercialization of a minimum viable product for a physical artificial intelligence operating system, including core run time logic, data pipeline, source code, system architecture and integration to an agentic orchestration platform. The assignment of the IP development agreement is intended to reduce risk to the shareholders of the company by ensuring the development costs related to the intellectual property are born by a private entity, with the company retaining its rights to acquire the intellectual property and complete a change of business, once testing of the minimum viable product increases confidence of ability to commercialize the product.

The ability to exercise the option to acquire NewCo is subject to certain conditions, including the completion of a concurrent financing in a minimum amount of $2.5-million by Clear Gold, and the completion of the acquisition of NewCo occurring prior to or on Oct. 31, 2026. A copy of the assignment agreement can be found on SEDAR+ under the company's profile.

Change of directors

The company further announces the passing of Tyler Ross, a member of the company's board of directors. The board of directors has appointed Scott Eldridge as a current director of the company, effective Feb. 26, 2026.

Mr. Eldridge is a seasoned mining executive with 17 years of experience in the sector covering all aspects of the mining sector, including capital markets, finance, mergers and acquisitions, corporate governance, and strategic planning. He has held key positions across the mining industry covering buy-side, sell-side and issuer roles. His global network includes investors and government-level contacts in specialty metals. Mr. Eldridge currently serves as chief executive officer of Military Metals Corp.

We seek Safe Harbor.