Clear Gold signs IP development agreement with ViMi

Executive Summary

• Clear Gold Resources Inc. entered into an IP development and services agreement with ViMi Labs UG to deliver a stand‑alone MVP of a physical AI operating system within 120 days, with $450,000 milestone consideration.
• Upon delivery, Clear Gold will issue 3,802,261 common shares to ViMi (subject to hold periods and resale restrictions) as payment for the MVP and related IP.
• A concurrent licence agreement grants Clear Gold an option for a worldwide, royalty‑free, non‑exclusive licence to ViMi’s core AI orchestration platform, contingent on a $2.5 M financing closing within eight months; failure to close allows ViMi to terminate the licence.

Key Details

• Agreement Scope: Development and commercialization of a minimum viable product (MVP) for a physical AI operating system.
• Milestone Consideration: Aggregate $450,000 payable by Clear Gold, inclusive of previously paid deposits.
• Delivery Timeline: ViMi to deliver a stand‑alone, working MVP within 120 days from the effective date.
• Equity Issuance: Clear Gold to issue 3,802,261 common shares to ViMi as consideration for MVP delivery and IP transfer.
• Share Restrictions: Shares subject to a hold period of four months + one day; voluntary resale restrictions with semi‑annual releases over three years.
• Licence Agreement:
• Option for worldwide licence to ViMi’s core agentic AI orchestration platform.
• Licence is royalty‑free, non‑exclusive, non‑assignable, non‑transferable (except as permitted).
• Payments under the licence begin in year 2 of the agreement.
• Term: One year from exercise of the option, renewable up to five additional years.
• Financing Condition: Licence may be terminated if a minimum $2.5 M financing does not close within eight months of the effective date.
• Future Commercialization: If MVP is deemed functional, Clear Gold will shift focus to commercializing the product, requiring completion of financing (anticipated reactivation transaction to Tier 2 of TSX‑V).
• Regulatory Conditions: Issuance of shares and agreement execution subject to TSX Venture Exchange approval where applicable.

Notable Quotes

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