Mr. Jeremy Ross reports

CLEAR GOLD RESOURCES INC. ANNOUNCES INTELLECTUAL PROPERTY DEVELOPMENT AND SERVICES AGREEMENT WITH VIMI LABS UG

Clear Gold Resources Inc. has entered into an intellectual property development and services agreement with ViMi Labs UG to develop and commercialize a minimum viable product (MVP) for a physical AI (artificial intelligence) operating system. A copy of the agreement will be filed on SEDAR+.

Under the agreement, ViMi will deliver a stand-alone, working MVP within 120 days. Aggregate milestone consideration payable by Clear Gold for MVP development is $450,000, inclusive of previously paid deposits.

Concurrent with the agreement, the company and ViMi have entered into a licence agreement, whereby ViMi grants to Clear Gold an option for a worldwide licence for ViMi's core agentic AI orchestration platform, with payments beginning during year 2 of the licence agreement. If a financing in the minimum amount of $2.5-million does not close within eight months of the effective date of the agreement, ViMi has the right to terminate the licence subject to the terms of the licence agreement.

The licence is granted on a royalty-free, non-exclusive, non-assignable and non-transferable basis, except as permitted in accordance with terms and conditions of the licence agreement. Pursuant the licence agreement, upon the exercise of the licence option, the company has the right, among others, to develop and commercialize products and services using the Agent AI platform. The term of the licence is for one year from the date of the exercise of the licence option. The company may renew the term of the licence for up to an additional five years.

Subject to the satisfaction of certain conditions precedent, including TSX Venture Exchange approval where applicable, Clear Gold will issue 3,802,261 common shares in the capital of Clear Gold to ViMi in consideration for the delivery of the MVP, transfer of intellectual property related to the MVP and services provided under the agreement. Any such shares will be subject to a hold period of four months and one day, as well as voluntary resale restrictions providing for semi-annual releases over a three-year period following issuance.

As the MVP is developed, Clear Gold will evaluate whether the MVP functions sufficiently to commercialize, and, if so, will shift its business focus to commercialization and sales of a product based on the MVP, which will require the completion of a financing on terms to be confirmed. The financing in connection with the change of business is anticipated to be the company's reactivation transaction to Tier 2 of the TSX Venture Exchange. The completion of any such transactions remain subject to the results from testing of the MVP, regulatory approvals and market conditions, and the company cannot guarantee that they will occur as contemplated or at all.

We seek Safe Harbor.