Mr. Ian Talbot reports
ARCUS ANNOUNCES THE COMPLETION OF A SHARE CONSOLIDATION, CONCURRENT FINANCINGS AND THE REACTIVATION TO THE TSX VENTURE EXCHANGE
Further to its news releases of Dec. 23, 2025, effective at the opening of trading on Dec. 30, 2025, Arcus Development Group Inc.'s listed common shares were consolidated on the basis of one postconsolidation share for every 10 preconsolidation shares outstanding. The number of outstanding shares were reduced from 73,878,065 to 7,387,807 shares, subject to adjustments for rounding as part of the consolidation.
The company also announces that, immediately following the consolidation, it closed
two private placements
previously announced on Oct. 15, 2025, Nov. 4, 2025, and Nov. 13, 2025.
The first financing consisted of a non-brokered private placement of two million postconsolidation units at a price of 25 cents per unit for aggregate proceeds of $500,000. Each unit consisted of one postconsolidation share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one postconsolidation share at a price of 40 cents per share at any time prior to 4 p.m. Vancouver time on Dec. 30, 2027.
The second financing included a non-brokered private placement of 3,833,333 postconsolidation units at a price of 30 cents per unit for aggregate proceeds of $1.15-million. Each unit consisted of one postconsolidation share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one postconsolidation share at a price of 40 cents per share at any time prior to 4 p.m. Vancouver time on Dec. 30, 2027.
Following the consolidation and the closing of the two private placements, the company had 13,221,140 issued shares. The gross proceeds from both private placements were
$1.65-million and will be used
for general working capital and to finance work at the company's wholly owned Touleary project, located in the White Gold district of Yukon.
All securities issued in connection with both of the private placements will be subject to a four-month statutory hold period expiring on May 1, 2026, in accordance with applicable securities legislation.
The company further announces that, with the completion of the two private placements, it
has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Effective Monday, Jan. 5, 2026, the company's listing will transfer from NEX to TSX-V and the company's tier classification will change from NEX to Tier 2. Effective Monday, Jan. 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 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 postconsolidation share certificate(s).
We seek Safe Harbor.
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