File: '\\swfile\EmailIn\20261006 133248 Attachment Clear Gold Resources Inc. - News Release - BSI Definitive Agreement [October 2026].docx'

LEGAL_50446749.5

CLEAR GOLD RESOURCES INC.

1066 Heywood Street North Vancouver, BC V7L 1H3

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

Clear Gold Resources Inc. Announces Reverse Takeover Transaction with Blue Super Intelligence Inc.

Vancouver, British Columbia - October 6, 2026 - Clear Gold Resources Inc. (the "Company" or "Clear Gold") (NEX:CFA.H) is pleased to announce that, further to its news release dated February 26, 2026, it has exercised its option to acquire Blue Super Intelligence Inc. (formerly, 1001285579 Ontario Inc.) ("BSI") and entered into a Share Exchange Agreement dated October 2 2026 (the "Definitive Agreement") with BSI and the shareholders of BSI ("BSI Shareholders") pursuant to which the Company will acquire all of the issued and outstanding shares of BSI (the "Proposed Transaction"). 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 (the "TSXV").

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 ("ViMi"), entered into an Intellectual Property Development and Services Agreement dated November 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 February 24, 2026, the Company, ViMi and BSI entered into an Assignment and Assumption Agreement (the "Assignment 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 February 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 ("BSI Shares") representing 100% of the issued and outstanding BSI Shares. In consideration for the acquisition of the BSI Shares the Company will issue the BSI Shareholders one post-Consolidation (as defined herein) common share in the capital of the Company (each, a "Consideration Share", and collectively, the "Consideration Shares") pro rata in proportion to their holdings of BSI Shares on the basis of one (1) Consideration Share issued in exchange for each one (1) 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 $2,500,000; (ii) the consolidation of the common shares in the capital of the Company on the basis of two (2) pre-consolidation common shares into one (1) post-consolidation common share (the "Consolidation"); (iii) obtaining the conditional approval of the TSXV with respect to the requalification of the common shares of the Resulting Issuer on the TSXV; and (iv) ViMi holding 19.99% 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 $2,500,000 up to a maximum of $5,000,000 through the issuance of a minimum of 6,250,000 special warrants (the "Special Warrants") up to a maximum of 12,500,000 Special Warrants, at a price of $0.40 per Special Warrant (the "Concurrent Financing").

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 (the "Subscription Agreements") 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, comprised of 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 $0.60 for a period of two years from the date of issuance. The securities issued upon conversion of the Special Warrants will be on a post-Consolidation 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 finder's fees in connection with the Concurrent Financing in accordance with the policies of the TSXV.

The Special Warrants, including the securities underlying the Special Warrants (together with the Special Warrants, "Securities"), 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 TSXV 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 TSXV.

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 TSXV.

Jeremy Ross ("Mr. 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 ("MI 61-101"). The issuance of Consideration Shares to Mr. Ross pursuant to the Definitive Agreement must comply with the requirements of MI 6-101.

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 TSXV policies. MI 61-101 requires that the Company call a shareholder meeting (the "Shareholder Meeting") and to prepare a corresponding management information circular (an "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 TSXV. 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 TSXV. For further information with respect to the Proposed Transaction, please refer to the Definitive Agreement, which is available on the Company's profile at www.sedarplus.ca.

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information

Clear Gold Resources Inc. 604-537-7556

Jeremy Ross, Chief Executive Officer

jeremy@blackhillconsultants.com

This news release is not an offer to sell or the solicitation of an offer to buy any securities in the United States, or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The Securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and the Securities may not be offered or sold within he United States or to or for the account or benefit of any U.S. person or any person in the United States, absent an exemption from registration under the U.S. Securities Act and applicable U.S. state securities laws. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company or BSI should be considered highly speculative.

THE TSX VENTURE EXCHANGE INC. HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS NEWS RELEASE.

Forward Looking Statements

The information contained herein contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the Proposed Transaction; the terms and conditions of the proposed Concurrent Financing; use of proceeds from the Concurrent Financing; the filing of the Information Circular and holding of the Shareholder Meeting; obtaining shareholder approval for the Proposed Transaction and the Consolidation; future development plans; and the business and operations of the Resulting Issuer after the Proposed Transaction. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the maintenance of stock exchange listings; risks related to the development of the physical artificial intelligence operating system; the potential for delays in product development activities; the uncertainty of profitability; and other risks and uncertainties related to the Company's and BSI's business. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company and BSI do not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's or BSI's expectations or projections.