Mr. Darryl Jones of Arcus reports

CORE SILVER AND ARCUS DEVELOPMENT GROUP ENTER INTO A BINDING LETTER OF INTENT FOR A BUSINESS COMBINATION TRANSACTION AND SIGN A DEFINITIVE OPTION AGREEMENT FOR THE TOULEARY PROJECT

Core Silver Corp. and Arcus Development Group Inc. have entered into:

• A binding letter of intent dated April 26, 2026, between the companies to effect a business combination transaction that will result in the acquisition of all of the issued and outstanding common shares of Arcus by Core Silver on a 1:1 basis in an all-share transaction to ultimately form a combined company;
• A definitive option agreement dated April 26, 2026, between the companies, pursuant to which Core Silver may acquire up to a 20-per-cent undivided interest in Arcus's Touleary property, which comprises 397 mining claims located approximately 100 kilometres south of Dawson City, Yukon.

Proposed business combination transaction

Pursuant to the terms of the LOI, it is intended that the proposed transaction be effected by way of a plan of arrangement, three-cornered amalgamation, share exchange or such other transaction structure as will result in Arcus becoming a wholly owned subsidiary of Core Silver or otherwise combining its corporate existence with that of Core Silver. The final structure of the proposed transaction is subject to receipt by the parties of tax, corporate and securities law advice and will be agreed to pursuant to definitive agreement in respect of the proposed transaction. The LOI provides for customary deal protection provisions, including non-solicitation covenants. Each of Core Silver and Arcus has made customary representations and warranties and covenants in the LOI, including covenants regarding the conduct of their respective businesses prior to the signing of the definitive agreement and closing of the proposed transaction.

The proposed transaction will be subject to the necessary regulatory approvals, including non-objection or final acceptance from the Canadian Securities Exchange and TSX Venture Exchange, respectively. The proposed transaction is also expected to require the approval of the holders of Arcus shares and, if consummated by way of a plan of arrangement under the Business Corporations Act (British Columbia), will require the approval of the Supreme Court of British Columbia. Following completion of the proposed transaction, the resulting issuer will carry on the business currently carried on by Core Silver and Arcus.

There are currently 32,920,565 common shares of Core Silver issued and outstanding and 21,221,140 Arcus shares issued and outstanding. Pursuant to the terms of the LOI, Core Silver will issue one Core Silver share in exchange for each Arcus share held by an Arcus shareholder at the effective time of the proposed transaction, for an aggregate of approximately 21,221,140 Core Silver shares. Current issued and outstanding share purchase warrants and stock options of Arcus will be treated in accordance with their respective terms and conditions; it is expected that upon completion of the proposed transaction each will remain exercisable on their existing terms and conditions for one Core Silver share.

Accordingly, upon completion of the proposed transaction, it is expected that:

• The Arcus shareholders will hold approximately 39.2 per cent of the 54,141,705 issued and outstanding common shares of the resulting issuer on a non-diluted basis.
• There will be approximately 91,352,538 resulting issuer shares outstanding on a fully diluted basis, comprising 54,141,705 resulting issuer shares, 34,043,333 share purchase warrants, 1.35 million restricted share units and 1,817,500 stock options, with each warrant and stock option being exercisable for one resulting issuer share and each RSU vesting into one resulting issuer share.

Completion of the proposed transaction is subject to a number of conditions precedent, including, but not limited to: (a) the parties entering into a definitive agreement; (b) the satisfaction or waiver of all conditions precedent set forth in the LOI and the definitive agreement; and (c) the receipt of all required shareholder, regulatory and other approvals. There is no assurance that the proposed transaction will be completed as proposed or at all.

Upon entering into the definitive agreement, Core Silver and Arcus will issue a subsequent news release containing the material details of the definitive agreement and any updates for the proposed transaction. Further detailed information regarding the proposed transaction will be included in the management information circular that Arcus will mail in due course to the Arcus shareholders in connection with the proposed transaction, if and as required by applicable laws and the policies of the TSX-V.

No finders' fee of any kind shall be paid as a direct result of or in association with the proposed transaction.

Definitive option agreement for Touleary project

During the term of the option agreement, Core Silver has been granted an exclusive option to acquire up to a 20-per-cent undivided interest in the Touleary project, together with all rights derived therefrom, subject to a 1-per-cent net smelter return (NSR) royalty held by Atac Resources Ltd. (now a subsidiary of Hecla Mining Company), which encumbers 183 of the 397 mineral claims.

In order to maintain the option in good standing and earn the 20-per-cent interest, Core Silver must incur not less than $2-million in exploration and development expenditures on or before the first anniversary of the option agreement. Upon timely completion of the required expenditures, the option is deemed exercised and Core Silver will have earned a 20-per-cent undivided interest in the Touleary project, free and clear of all encumbrances other than the existing royalty.

Under the terms of the option agreement, the companies have agreed that:

• Any expenditures incurred by Core Silver in excess of $2-million before the first anniversary will be applied to Core Silver's proportionate obligation to future exploration as part of the postoption joint venture between the companies.
• Upon the exercise of the option, the companies will establish a joint venture and enter into a definitive joint venture agreement for the purpose of jointly carrying out all acts that are necessary or appropriate, directly or indirectly, to: (a) explore and evaluate and, if deemed warranted, develop the Touleary project and equip it for and bring it into commercial production; (b) operate the Touleary project as a mine; and/or (c) engage in such other activity as may be considered by the companies to be reasonably necessary or desirable in connection with the foregoing, on terms and conditions usual in the Canadian mining industry.
• The joint venture, if any, will be established with initial interests of 80 per cent to Arcus and 20 per cent to Core Silver, and the JV agreement will provide for cost sharing proportionate to ownership, subject to dilution and other customary provisions for a transaction of such nature, and Arcus will be the initial operator of the joint venture and will generally remain operator so long as it holds the largest single interest in the Touleary project.

The option agreement may be terminated by: (i) mutual agreement of the companies; (ii) by Arcus if Core Silver is in default and fails to cure within 30 days after notice; or (iii) by Core Silver on 30 days of written notice of its intention not to exercise the option.

For more information in respect of the Touleary project, please refer to Arcus's technical report dated Nov. 3, 2025, filed under its profile on SEDAR+.

About Core Silver Corp.

Core Silver is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in British Columbia, Canada. Core Silver currently holds 100-per-cent ownership in the Blue property mineral tenure, which covers a land area of 114,074 hectares (approximately 1,140 square kilometres). The project lies within the Atlin mining district, a well-known gold mining camp located in the unceded territory of the Taku River Tlingit First Nation and the Carcross/Tagish First Nation. The Blue property hosts a major structural feature known as the Llewellyn fault zone (LFZ). This structure is approximately 140 kilometres in length and runs from the Tally-Ho shear zone in Yukon, south through the Blue property to the Alaskan panhandle Juneau ice sheet in the United States. Core Silver believes that the southern Atlin Lake area and the LFZ have been neglected since the last major exploration campaigns in the 1980s. The LFZ plays an important role in mineralization of near-surface metal occurrences across the Blue property mineral tenure. The past 50 years have seen substantial advancements in the understanding of porphyry, skarn and carbonate-replacement-type deposits both globally and in British Columbia's Golden Triangle. The company has leveraged this information at the Blue property mineral tenure to tailor an already-proven exploration model and believes this could facilitate a major discovery. Core Silver is excited to become one of the Atlin mining district's premier explorers, where its team believes there are substantial opportunities for new discoveries and development in the area.

About Arcus Development Group Inc.

Arcus was established in June, 2006, by a group of mineral industry veterans and a select group of investors with records of entrepreneurial success in a variety of business ventures. The goal of Arcus is to provide significant shareholder returns through the acquisition of interests in advanced early-stage mineral exploration projects.

We seek Safe Harbor.