Mr. Adam Ross, a shareholder, reports
EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-
103 ACQUISITION OF SECURITIES OF CLEAR GOLD RESOURCES INC.
This news release is related to the securities of
Clear Gold Resources Inc. Adam Ross announces the acquisition of common shares of the issuer.
The acquiror has filed an amended and restated early warning report under National Instrument 62-103 updating its previous disclosure dated Oct. 29, 2025.
The amended report corrects a clerical error in the calculation of the acquiror's securityholding
percentage in the issuer. The original news release and early warning report incorrectly stated that
the acquiror held a 12.63-per-cent interest following a debt settlement acquisition. On Oct. 14, 2025, the acquiror acquired 2,414,843 shares pursuant to a debt
settlement transaction at a deemed price of 6.375 cents per common share.
Immediately prior to the debt settlement, the acquiror owned and/or had control over 500,000
shares and 500,000 share purchase warrants, representing approximately 4.24 per cent of the issued and outstanding shares of the issuer on an undiluted basis and 8.13 per cent on a diluted
basis (assuming exercise of all warrants).
Following completion of the debt settlement, the acquiror had beneficial ownership and control
and direction over an aggregate of 2,914,843 shares and 500,000 warrants, representing
approximately 15.26 per cent of the issued and outstanding shares on an undiluted basis and 17.42 per cent on
a diluted basis (assuming exercise of all warrants).
The error occurred due to the omission of the acquiror's current securityholdings at that time in
the calculations.
On May 7, 2026, the acquiror acquired 28,500 shares in the open market for an aggregate
purchase price of $5,235.
Immediately prior to the acquisition, the acquiror owned and/or had control over 2,914,843
shares and 500,000 share purchase warrants, representing approximately 12.09 per cent of the issued and outstanding shares of the issuer on an undiluted basis and 13.88 per cent on a diluted
basis (assuming exercise of all warrants).
Following the acquisition, the acquiror owns an aggregate of 2,943,343 shares and 500,000
warrants, representing approximately 12.20 per cent of the issued and outstanding shares on an
undiluted basis and 13.98 per cent on a diluted basis (assuming exercise of all warrants).
Due to dilution, on acquisition of the shares related to the acquisition, the acquiror's holdings
resulted in a decrease of approximately 3.06 per cent in the acquiror's ownership over shares of the
issuer on an undiluted basis and a decrease of approximately 3.44 per cent on a diluted basis from the
amended report.
The acquiror purchased the shares for investment purposes. The acquiror may increase or
decrease his ownership of securities of the issuer as the circumstances or market conditions
warrant.
This press release is being issued as required by National Instrument 62-104, Take-Over Bids and
Issuer Bids, and relates to the issuer, the head office of which is located at 1066 Heywood St.,
North Vancouver, B.C., V7L 1H3.
A copy of the early warning reports filed in connection with the matters set forth above may be
obtained by contacting Bobby Dhaliwal at 1066 Heywood St., North Vancouver, B.C., V7L
1H3 (telephone: 604-379-5078; e-mail: bdhaliwal@redfernconsulting.ca), and under the issuer's
SEDAR+ profile.
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