(via 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, 2025 and October 15, 2025, effective at the opening of trading on December 30, 2025 (the “Effective Date”) the Company’s listed common shares (the “Shares”) will be consolidated on a one post-consolidation Share outstanding 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, prior to the Financing (defined below), from 73,878,065 to 7,387,807 Shares, subject to adjustments for rounding. Including the post-Consolidation Shares issued in the Financing, the Company will have 13,221,140 Shares issued and outstanding. No fractional Shares will be issued in connection with the Consolidation. Any fractional post-Consolidation Share that is less than one-half (1/2) of a Share will be rounded down and any fractional post-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 of Shares issuable under any of the Company’s outstanding convertible instruments will be proportionately adjusted upon the effectiveness of the Consolidation in accordance with their respective terms.

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

The Company further announces that its two previously announced non-brokered private placements for combined gross proceeds of $1,650,000 (collectively, the “Financing”) is expected to close on December 30, 2025.

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

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

All securities issued in connection with the Financing will be subject to a four month statutory hold period expiring on May 1, 2026 in accordance with applicable securities legislation.

The Company intends to use the net proceeds from the Financing for general working capital and to fund work at its wholly owned Touleary project, located in the White Gold District of Yukon Territory.

The securities issued in connection with the Financing have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and 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.

On behalf of Arcus Development Group Inc.

“Ian J. Talbot”

Ian J. Talbot, President and CEO

For additional information contact:

Ian J. Talbot, President and CEO

Arcus Development Group Inc.

e-mail:             [email protected]

Telephone:         778.893.9325

Website:         www.arcusdevelopmentgroup.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information contained herein constitutes “forward-looking information” under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the use of proceeds of the Financing. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “will” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Copyright (c) 2025 TheNewswire - All rights reserved.