Arcus Announces Effective Date of Share Consolidation and Closing of Financing

Executive Summary

• Arcus Development Group Inc. announced a 1-for-10 share consolidation effective December 30, 2025, reducing the share count from approximately 73.9 million to approximately 7.4 million pre-financing.
• The company is closing two non-brokered private placements (the "Financing") for combined gross proceeds of $1,650,000 on the same date.
• Proceeds will be used for general working capital and to fund exploration at the company's wholly owned Touleary project in the Yukon Territory.

Key Details

• Share Consolidation:
  • Ratio: 1 post-consolidation share for every 10 pre-consolidation shares.
  • Effective Date: December 30, 2025.
  • Pre-financing share count reduction: From 73,878,065 to 7,387,807 shares (subject to rounding).
  • Post-financing total share count: 13,221,140 shares issued and outstanding.
  • Fractional shares: Rounded down if less than 1/2; rounded up to 1 whole share if 1/2 or greater.
  • Convertible instruments: Exercise/conversion prices and share counts proportionately adjusted.
• Financing Structure & Terms:
  • Total Gross Proceeds: $1,650,000.
  • Closing Date: December 30, 2025.
  • First Tranche:
    • Quantity: 2,000,000 post-consolidation units.
    • Price: $0.25 per unit.
    • Aggregate Proceeds: $500,000.
    • Composition: 1 post-consolidation share + 1 common share purchase warrant per unit.
    • Warrant Terms: Right to acquire 1 post-consolidation share at $0.40/share for 2 years from closing.
  • Second Tranche:
    • Quantity: 3,833,333 post-consolidation units.
    • Price: $0.30 per unit.
    • Aggregate Proceeds: $1,150,000.
    • Composition: 1 post-consolidation share + 1 common share purchase warrant per unit.
    • Warrant Terms: Right to acquire 1 post-consolidation share at $0.40/share for 2 years from closing.
• Restrictions & Use of Proceeds:
  • Hold Period: 4-month statutory hold period expiring May 1, 2026.
  • Use of Proceeds: General working capital and funding work at the Touleary project (White Gold District, Yukon Territory).
  • Registration: Securities not registered under the U.S. Securities Act of 1933.

Notable Quotes

• "Ian J. Talbot, President and CEO" (Signed release)