Arcus Development Group Announces Share Consolidation and Private Placement Closings

Vancouver, British Columbia — December 31, 2025 — Leads & Copy — Arcus Development Group Inc. (TSXV:ADG.H) has announced the consolidation of its listed common shares and the closing of two private placements. The company's shares were consolidated on December 30, 2025, on the basis of one post-consolidation share for every ten pre-consolidation shares outstanding.

The consolidation reduced the number of outstanding shares from 73,878,065 to 7,387,807, subject to adjustments for rounding. Following the consolidation, Arcus Development Group closed two private placements, which were previously announced on October 15, 2025, November 4, 2025, and November 13, 2025.

The first private placement consisted of 2,000,000 post-consolidation units at a price of $0.25 per unit, resulting in aggregate proceeds of $500,000. Each unit included one post-consolidation share and one common share purchase warrant. Each warrant allows the holder to acquire one post-consolidation share at a price of $0.40 per share until 4:00 p.m. (Vancouver time) on December 30, 2027.

The second private placement comprised 3,833,333 post-consolidation units priced at $0.30 per unit, generating aggregate proceeds of $1,150,000. Similar to the first placement, each unit consisted of one post-consolidation share and one common share purchase warrant. These warrants also entitle the holder to purchase one post-consolidation share at $0.40 per share before 4:00 p.m. (Vancouver time) on December 30, 2027.

Following the consolidation and the closing of the two private placements, the company has 13,221,140 issued shares. The gross proceeds from both private placements totaled $1,650,000 and will be used for general working capital and to fund work at the company’s wholly-owned Touleary project, located in the White Gold District of Yukon Territory.

All securities issued in connection with both private placements are subject to a four-month statutory hold period expiring on May 1, 2026, in accordance with applicable securities legislation.

Arcus Development Group also announced that it has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Effective Monday, January 5, 2026, the company’s listing will transfer from NEX to TSX Venture, and its tier classification will change from NEX to Tier 2. Starting January 5, 2026, the trading symbol for the company will change from ADG.H to ADG, while the company’s name remains unchanged.

A letter of transmittal regarding the consolidation will be mailed to registered shareholders, providing instructions on how to exchange existing DRS statements or share certificates for new DRS statements or post-consolidation share certificates.

The securities issued in connection with the two private placements have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. They may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Ian J. Talbot, President and CEO of Arcus Development Group Inc., is the contact for additional information. He can be reached at ijtalbot@shaw.ca or by phone at 778.893.9325.

Ian J. Talbot, President and CEO

Arcus Development Group Inc.

e-mail: ijtalbot@shaw.ca

Telephone: 778.893.9325

Source: Arcus Development Group Inc.