Arcus Announces Effective Date of Share Consolidation and Closing of Financing

(TheNewswire)

December 23, 2025 – TheNewswire - Vancouver, British Columbia: Arcus Development Group Inc.(TSXV:ADG.H)(“Arcus”) announces that,further to its news releases of November 13, 2025, November 4, 2025and October 15, 2025, effective at the opening of trading on December30, 2025 (the “EffectiveDate”) the Company’s listed common shares(the “Shares”) will be consolidated on a one post-consolidation Shareoutstanding for every ten pre-consolidation Shares basis (the“Consolidation”), and its Shares will trade under the trading symbol“ADG”. The Company’s name remains unchanged.

The Consolidation reduces the Company’s Shares, priorto the Financing (defined below), from 73,878,065 to 7,387,807 Shares,subject to adjustments for rounding. Including the post-ConsolidationShares issued in the Financing, the Company will have 13,221,140 Shares issued and outstanding. No fractional Shares will be issued in connection with theConsolidation. Any fractional post-Consolidation Share that is lessthan one-half (1/2) of a Share will be rounded down and any fractionalpost-Consolidation share that is at least or greater than one-half(1/2) of a Share will be rounded up to one whole Share.

The exercise or conversion price and the number ofShares issuable under any of the Company’s outstanding convertibleinstruments will be proportionately adjusted upon the effectiveness ofthe Consolidation in accordance with their respective terms.

A letter of transmittal with respect to theConsolidation will be mailed to registered shareholders of the Companywith instructions on how to exchange existing DRS statements or sharecertificate(s) for new DRS statements or post-Consolidation sharecertificate(s).

The Company further announces that its two previouslyannounced non-brokered private placements for combined gross proceedsof $1,650,000 (collectively, the “Financing”) isexpected to close on December 30, 2025.

The first financing includes a non-brokered privateplacement of 2,000,000 post-consolidation units at a price of $0.25per unit for aggregate proceeds of $500,000. Each unit consists of onepost-consolidation Share and one common share purchase warrant. Eachwarrant entitles the holder thereof to acquire one post-consolidationshare at a price of $0.40 per share for a period of two years from theclosing date.

The second financing includes a non-brokered privateplacement of 3,833,333 post-consolidation units at a price of $0.30per unit for aggregate proceeds of $1,150,000. Each unit consists ofone post-consolidation share and one common share purchase warrant.Each warrant entitles the holder thereof to acquire onepost-consolidation share at a price of $0.40 per share for a period oftwo years from the closing date.

All securities issued in connection with the Financingwill be subject to a four month statutory hold period expiring on May1, 2026 in accordance with applicable securities legislation.

The Company intends to use the net proceeds from theFinancing for general working capital and to fund work at its whollyowned Touleary project, located in the White Gold District of YukonTerritory.

The securities issued in connection with the Financinghave not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered orsold within the United States or to U.S. persons unless registeredunder the U.S. Securities Act and applicable state securities laws oran exemption from such registration is available.

Onbehalf of Arcus Development Group Inc.

“Ian J. Talbot”

Ian J. Talbot, Presidentand CEO

For additional information contact:

Ian J. Talbot, President and CEO

Arcus Development Group Inc.

e-mail:             ijtalbot@shaw.ca

Telephone:         778.893.9325

Website:         www.arcusdevelopmentgroup.com

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.

Certain information contained hereinconstitutes “forward-looking information” under Canadiansecurities legislation.Forward-looking information includes, but is not limited to,statements with respect to the use of proceeds of the Financing.Generally, forward-lookinginformation can be identified by the use of forward-lookingterminology such as “will” or variations of such words and phrasesor statements that certain actions, events or results “will”occur. Forward-looking statements are based on the opinions andestimates of management as of the date such statements are made, andthey are subject to known and unknown risks, uncertainties and otherfactors that may cause the actual results to be materially differentfrom those expressed or implied by such forward-looking statements orforward-looking information. Although management of the Company haveattempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookingstatements or forward-looking information, there may be other factorsthat cause results not to be as anticipated, estimated or intended.There can be no assurance that such statements will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers shouldnot place undue reliance on forward-looking statements andforward-looking information. The Company will not update anyforward-looking statements or forward-looking information that areincorporated by reference herein, except as required by applicablesecurities laws.

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