Clear Gold enters debt settlement deals for $465,822

Mr. Jeremy Ross reports CLEAR GOLD RESOURCES INC. PROVIDES UPDATE ON THE SHARES FOR DEBT TRANSACTION Further to Clear Gold Resources Inc.'s news release dated July 10, 2025, regarding the company's proposed debt settlement, the company now announces that it has entered into debt settlement agreements with three service providers to settle an aggregate of $465,822.65 in debt through the issuance of 7,307,022 common shares of the company at a deemed price of 6.375 cents per share. The company's chief executive officer intends to settle $136,876.41 of outstanding debt owed, of which $89,999.96 relates to management fees and the remaining $46,876.45 relate to loans provided to the company by the chief executive officer. In addition to the above related party transaction, $175,000 of debt is being settled in connection with management fees owing for chief financial officer services from October, 2019, to July, 2025, to a corporate entity providing such services. Each of these transactions will constitute a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions (MI 61-101). The company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid for the shares issued in connection with the debt settlement, in each case, in relation to the interested party, will not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. The participation by the CEO (chief executive officer) and the entity providing CFO (chief financial officer) services to the company in the debt settlement has been approved by directors of the company. All amounts paid outside management fees to related parties as noted above relate to loans provided to the company which the company has not repaid. The completion of the debt settlement is subject to a number of conditions, including the approval of the TSX Venture Exchange. Subject to receipt of all required approvals for closing of the debt settlement, all securities issued pursuant to the debt settlement will be subject to a hold period of four months and one day. We seek Safe Harbor.