Mr. Jeremy Ross reports

CLEAR GOLD RESOURCES INC. ANNOUNCES REVERSE TAKEOVER TRANSACTION WITH BLUE SUPER INTELLIGENCE INC.

Further to its news release dated Feb. 26, 2026, Clear Gold Resources Inc. has exercised its option to acquire Blue Super Intelligence Inc. (formerly 1001285579 Ontario Inc.) (BSI) and entered into a share exchange agreement dated Oct. 2, 2026, with BSI and the shareholders of BSI, pursuant to which the company will acquire all of the issued and outstanding shares of BSI. It is anticipated that the proposed transaction will constitute a non-arm's-length reverse takeover of the company in accordance with Policy 5.2, Changes of Business and Reverse Takeovers, of the TSX Venture Exchange.

BSI

BSI is a private Ontario corporation engaged in the development and commercialization of physical artificial intelligence operating system technology. As previously announced, the company and ViMi Labs UG, an arm's-length company formed under the laws of Germany, entered into an intellectual property development and services agreement dated Nov. 13, 2025 (the original IP agreement), pursuant to which the company and ViMi agreed to collaborate on the development and commercialization of a minimum viable product for a physical artificial intelligence operating system.

Subsequently, on Feb. 24, 2026, the company, ViMi and BSI entered into an assignment and assumption agreement, pursuant to which the company assigned, and BSI assumed, all of the company's right, title, benefit and interest in the original IP agreement. Further, the BSI and ViMi entered into an amending agreement dated Feb. 24, 2026, amending certain terms of the original IP agreement. ViMi and BSI are arm's-length parties.

Pursuant to the assignment agreement, the company and BSI covenanted and agreed to negotiate and enter into a definitive agreement for a going-public transaction, whereby the company would acquire all of the shares in the capital of BSI in exchange for common shares in the capital of the company. The definitive agreement constitutes such definitive agreement.

Transaction

In accordance with the terms and conditions of the definitive agreement, the company will acquire 24,089,400 common shares in the capital of BSI, representing 100 per cent of the issued and outstanding BSI shares. In consideration for the acquisition of the BSI shares, the company will issue the BSI shareholders one postconsolidation (as defined herein) common share in the capital of the company pro rata in proportion to their holdings of BSI shares on the basis of one consideration share issued in exchange for each one BSI share. Following the completion of the proposed transaction, BSI will be a wholly owned subsidiary of the company (the resulting issuer) and the resulting issuer will carry on the business of BSI.

The completion of the proposed transaction is subject to certain conditions, including, but not limited to: (i) the completion of the concurrent financing (as defined herein) for minimum proceeds of $2.5-million; (ii) the consolidation of the common shares in the capital of the company on the basis of two preconsolidation common shares into one postconsolidation common share; (iii) obtaining the conditional approval of the TSX-V with respect to the requalification of the common shares of the resulting issuer on the TSX-V; and (iv) ViMi holding 19.99 per cent of the issued and outstanding common shares of the resulting issuer upon completion of the proposed transaction. The proposed transaction must be completed by no later than March 31, 2027, unless otherwise agreed in writing by the company and BSI.

Concurrent financing

In connection with the proposed transaction, the company will complete a concurrent non-brokered private placement for minimum gross proceeds of $2.5-million up to a maximum of $5-million through the issuance of a minimum of 6.25 million special warrants up to a maximum of 12.5 million special warrants, at a price of 40 cents per special warrant.

The gross proceeds derived from the sale of the special warrants will be held in escrow by the company pursuant to the terms of a special warrant subscription agreement to be entered into in connection with the concurrent financing. Each special warrant will, in accordance with the subscription agreements, automatically convert, without payment of any additional consideration and without any further action on the part of the holder thereof, upon the satisfaction of certain conditions related to the adoption and approval of the proposed transaction, into a unit, comprising one common share in the capital of the company and one common share purchase warrant, each of which will be exercisable at a price of 60 cents for a period of two years from the date of issuance. The securities issued upon conversion of the special warrants will be on a postconsolidation basis.

It is intended that the proceeds from the concurrent financing will be used for operating and implementing matters related to the proposed transaction and general corporate and working capital purposes. The company may pay finders' fees in connection with the concurrent financing in accordance with the policies of the TSX-V.

The special warrants, including the securities underlying the special warrants, issued in connection with the concurrent financing will be subject to a statutory four-month-and-one-day hold period in accordance with the policies of the TSX-V and applicable Canadian securities laws. The issuance of the special warrants pursuant to the concurrent financing is subject to certain conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSX-V.

Board and management of the resulting issuer

The board of directors and management of the resulting issuer will be reconstituted following the completion of the proposed transaction. Additional details related to the proposed management and board members of the resulting issuer will be provided in future news releases.

Stock exchange matters

It is anticipated that the proposed transaction will constitute a non-arm's-length reverse takeover of the company in accordance with Policy 5.2, Changes of Business and Reverse Takeovers, of the TSX-V.

Jeremy Ross, a director and officer of the company, is also a shareholder of BSI. Therefore, the proposed transaction will constitute a related party transaction, as such term is defined by Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of consideration shares to Mr. Ross pursuant to the definitive agreement must comply with the requirements of MI 61-101.

The company is relying on the exemption from the formal valuation requirement pursuant to Subsection 5.5(b) of MI 61-101 for the issuance of the consideration shares as the consideration shares are not listed on a specified market, as determined in accordance with MI 61-101. However, the company will need to obtain minority shareholder approval for the proposed transaction pursuant to Section 5.6 of MI 61-101 and TSX-V policies. MI 61-101 requires that the company call a shareholder meeting and prepare a corresponding management information circular containing detailed disclosure on the proposed transaction in order to obtain shareholder approval. The company is actively preparing the information circular and is planning to hold the shareholder meeting on an accelerated timeline. The completion of the consolidation will also be subject to shareholder approval at the shareholder meeting, in accordance with the policies of the TSX-V. Additional details related to the shareholder meeting and filing of the information circular will be provided in future news releases.

Trading in the company's common shares has been halted and will remain halted pending review and approval of the proposed transaction by the TSX-V. For further information with respect to the proposed transaction, please refer to the definitive agreement, which is available on the company's profile on SEDAR+.

We seek Safe Harbor.