File: '\\swfile\EmailIn\20260226 155816 Attachment Clear Gold Resources Inc. - News release re Assignment and Assumption Agreement.docx'

CLEAR GOLD RESOURCES INC.

1066 Heywood Street North Vancouver, BC V7L 1H3

Clear Gold Resources Inc. Announces Assignment of Intellectual Property Development and Services Agreement and Board Changes

Vancouver, British Columbia - February 26, 2026 - Clear Gold Resources Inc. (the "Company" or "Clear Gold") (NEX:CFA.H) is announces that it has entered into an assignment and assumption agreement (the "Assignment Agreement") among the Company, 1001285579 Ontario Inc. ("NewCo"), and ViMi Labs UG ("ViMi"), pursuant to which the Company has assigned to NewCo all of its right, title, and interest in an Intellectual Property Development and Services Agreement dated November 13, 2025 between Clear Gold and ViMi (the "IP Development Agreement"), which was previously announced by the Company in its news release dated November 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 runtime 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 $2,500,000 by Clear Gold, and the completion of the acquisition of NewCo occurring prior to or on October 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 February 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, M&A, 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 CEO of Military Metals Corp.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information

Clear Gold Resources Inc. 604-537-7556

Jeremy Ross, Chief Executive Officer

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 press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, that the Company will receive all required regulatory and exchange approvals. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Forward-looking statements in this news release include among other things, statements relating to the completion of the development of a minimum viable product, ability to exercise the option to acquire NewCo, completion of such transaction on the terms contemplated or at all, the completion of the financing in the amount of a minimum of $2,500,000 or at all; exchange and regulatory approvals, and the anticipated timing of completion of the transactions contemplated by the Assignment Agreement.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will obtain all necessary corporate and regulatory approvals and consents required for the completion of the transactions described herein, including the acceptance of the TSX Venture Exchange, and that the other conditions to the completion of such transactions will be fulfilled.

Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws, or to comment on analyses, expectations or statements made by third parties in respect of the Company, its financial or operating results or its securities. The reader is cautioned not to place undue reliance on forward-looking information.