Core Silver and Arcus Enter Into Definitive Arrangement Agreement for Business Combination

Core Silver Corp. and Arcus Development Group Inc. entered into a definitive arrangement agreement on July 9, 2026, under which Core Silver will acquire all outstanding Arcus shares in a 1:1 share exchange. Arcus shareholders will own approximately 39.2% of the combined company, while Core Silver holders will retain 60.8%. The transaction is structured as a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Arcus shareholders must approve the deal at a special meeting expected on August 25, 2026, requiring a 66⅔% threshold. Directors and officers of Arcus holding approximately 1% (non-diluted) or ~2.5% (fully diluted) have agreed to vote in favor. Closing is anticipated in Q4 2026, subject to shareholder, court, and regulatory approvals, including those from the TSX Venture Exchange. A $150,000 termination fee is payable by either party in certain circumstances.

Arcus’ outstanding convertible securities will remain exercisable for Core Silver shares. Darryl Jones, interim CEO of Arcus, will join Core Silver’s board post-closing, while remaining Arcus directors and officers will resign. The release confirms no finder’s fee and includes a fairness opinion from Evans & Evans. The strategic rationale is to create a diversified explorer with district-scale opportunities in the Tintina Gold Belt and Atlin Mining District (Blue Property), anchored by Arcus’ Touleary VMS discovery in Yukon.

Arcus Development Group Inc. (ADG) announced a definitive agreement on Tuesday, marking the final step in its planned merger with Core Silver. This deal follows a binding letter of intent signed on April 27, 2026, and a subsequent progress update released on June 17, 2026.

Under the terms of the agreement, Arcus shareholders will receive a 1:1 exchange ratio, resulting in a 39.2% ownership stake in the combined entity. Additionally, Core Silver holds an option to invest $2 million to earn a 20% interest in the Touleary project. These key financial and structural terms were previously disclosed in earlier filings.

The definitive agreement incorporates standard transaction mechanics, including a termination fee, a fairness opinion, and a scheduled meeting date. No new or unexpected information was introduced beyond what was already known. The market has been aware of the pending combination for several months, and the signing of the agreement formalizes the expected path toward closing.

Following the announcement of the letter of intent, the stock price declined from its post-LOI high, suggesting that the transaction’s merits were already reflected in the share price. The recent news represents an incremental positive step rather than a material new catalyst.

Arcus Development Group Inc. is a junior exploration company focused on the Touleary Property in the west-central Yukon’s White Gold District. The project consists of 397 contiguous mineral claims and hosts a drill-confirmed Volcanogenic Massive Sulfide (VMS) discovery. Historical intercepts include:

• 6.09m at 1.37% Cu, 14.5 g/t Ag, 0.80 g/t Au
• 14.15m at 1.45% Cu, 16.4 g/t Ag, 0.73 g/t Au

Touleary is fully permitted for 2026 drilling, with eight drill-ready targets identified across a 1.2 km geophysical and geochemical anomaly. The property is subject to a 1% NSR held by ATAC Resources Ltd. Once the Core Silver combination closes, the merged entity will also hold the Blue Property (Atlin, BC), providing a diversified silver-gold-copper portfolio.