Arcus Announces The Completion Of A Share Consolidation, Concurrent Financings And The Reactivation To The TSX Venture Exchange

(TheNewswire)

December 31, 2025 – TheNewswire - Vancouver, British Columbia: Arcus Development Group Inc.(TSXV:ADG.H)(“Arcus”) announces that,further to its news releases of December 23, 2025, effective at theopening of trading on December 30, 2025 (the “Effective Date”)the Company’s listed common shares (the “Shares”) wereconsolidated on the basis of one post-consolidation Share for everyten pre-consolidation Shares outstanding (the “Consolidation”). The number of outstanding Shares were reduced from 73,878,065 to7,387,807 Shares, subject to adjustments for rounding as part of theConsolidation.

The Company also announces that immediately followingthe Consolidation, it closed two privateplacements previously announced on October 15,2025, November 4, 2025 and November 13, 2025.  

The first financing consisted of 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 consisted 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 at any timeprior to 4:00 p.m. (Vancouver time) on December 30, 2027.

The second financing included 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 consisted 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 at any timeprior to 4:00 p.m. (Vancouver time) on December 30, 2027.

Following the Consolidation and the closing of the twoprivate placements, the Company had 13,221,140 issued Shares. Thegross proceeds from both private placements were $1,650,000 and will be used for generalworking capital and to fund work at the Company’s wholly ownedTouleary project, located in the White Gold District of YukonTerritory.  

All securities issued in connection with both of theprivate placements will be subject to a four month statutory holdperiod expiring on May 1, 2026 in accordance with applicablesecurities legislation.

The Company further announces that with the completionof the two private placements, it has met therequirements to be listed as a TSX Venture Exchange Tier 2 company.Effective Monday, January 5, 2026, the Company’s listing willtransfer from NEX to TSX Venture, the Company’s Tier classificationwill change from NEX to Tier 2.  Effective Monday, January 5, 2026,the trading symbol for the Company will change from ADG.H to ADG. The Company’s name remains unchanged. 

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 securities issued in connection with the twoprivate placements have not been and will not be registered under theUnited States Securities 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 privateplacements. Generally,forward-looking information can be identified by the use offorward-looking terminology such as “will” or variations of suchwords and phrases or statements that certain actions, events orresults “will” occur. Forward-looking statements are based on theopinions and estimates of management as of the date such statementsare made, and they are subject to known and unknown risks,uncertainties and other factors that may cause the actual results tobe materially different from those expressed or implied by suchforward-looking statements or forward-looking information. Althoughmanagement of the Company have attempted to identify important factorsthat could cause actual results to differ materially from thosecontained in forward-looking statements or forward-lookinginformation, there may be other factors that cause results not to beas anticipated, estimated or intended. There can be no assurance thatsuch statements will prove to be accurate, as actual results andfuture events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance onforward-looking statements and forward-looking information. TheCompany will not update any forward-looking statements orforward-looking information that are incorporated by reference herein,except as required by applicable securities laws.

Copyright (c) 2025 TheNewswire - All rights reserved.