Arcus Development Group Inc (ADG)

Arcus Development and Core Silver Provide Update on Proposed Business Combination to Create Tintina Belt Exploration Company Anchored by the Touleary VMS DiscoveryJune 17, 2026 7:00 AM
ACCESS NewswireView the Corporate Presentation Outlining the Transaction and Strategic RationaleVANCOUVER, BC / ACCESS Newswire / June 17, 2026 / Arcus Development Group Inc. ("Arcus") (TSXV:ADG) and Core Silver Corp. ("Core Silver") (CSE:CC)(FSE:8ZR)(OTCQB:CCOOF) (together, the "Companies") are pleased to provide an update on the proposed business combination first announced on April 27, 2026 (link), pursuant to which Core Silver would acquire all of the issued and outstanding shares of Arcus on a 1:1 share exchange basis (the "Proposed Transaction"). If the transaction is completed, the Combined Company would emerge with approximately $6.5 million CAD in cash and a strengthened platform to advance multiple exploration projects concurrently. As previously announced, Core Silver and Arcus also entered into an option agreement dated April 26, 2026 whereby Arcus granted Core Silver an exclusive option to earn a 20% interest in Arcus' Touleary project (the "Touleary Project"). Core Silver would earn the interest by incurring no less than $2,000,000 in exploration expenditures on the Touleary Project on or before the first anniversary of the option.Highlights:The Touleary Project is fully permitted for drilling in 2026.Eight drill-ready target areas identified.Existing VMS discovery from 2011 drilling completed by Arcus:Drill Hole TL-11-01 returning 6.09m of 1.37% Cu, 14.5g/t Ag, & 0.80 g/t Au from 85.61m depth.Drill Hole TL-11-05 returning 14.15m of 1.45% Cu, 16.4 g/t Ag, & 0.73g/t Au from 124.5m depth.Broader 1.2 km geophysical and geochemical anomaly remains largely untested outside the 2011 discovery area.Exposure to both copper and precious metals.Located near proposed Northern Gateway infrastructure corridor."The proposed combination provides Arcus shareholders with continued exposure to Touleary while adding the scale, treasury and broader asset base needed to advance a district-scale exploration strategy," said Darryl Jones, Interim CEO of Arcus. "Touleary has a drill-confirmed VMS discovery, multiple untested targets and permits in place for the 2026 field season. We believe the combined company would be well positioned to unlock the project's potential.""This transaction represents an important step forward in the evolution of Core Silver," said Nicholas Rodway, President & CEO. "By acquiring Arcus, we would create a stronger and more diversified exploration company with exposure to multiple district-scale opportunities including Touleary within the Tintina Gold Belt. We believe the Combined Company, assuming completion of the transaction, will be well positioned to pursue new discoveries in a region that is rapidly emerging as one of the most prospective mineral belts in North America."The proposed transaction is designed to significantly expand Core Silver's asset base through the addition of a complementary copper-focused exploration project, while maintaining strong leverage to silver through the Company's Blue Property in northwestern British Columbia.The Companies caution readers that the Proposed Transaction has not yet been completed and there is no assurance that it will be completed on the terms set out in the binding letter of intent (the "LOI"), or at all. The proposed transaction will be undertaken by way of a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) ("BCBCA") and is subject to a number of conditions, including, without limitation, the execution by the parties of a definitive agreement (the "Definitive Agreement") and the receipt of all shareholder, court, regulatory and stock exchange approvals, as applicable.A key strategic component of the proposed transaction is the addition of the Touleary Project, a volcanogenic massive sulphide ("VMS") discovery located within a well-known copper-endowed district in the Yukon Territory (Figure 1). The Touleary Project has the potential to emerge as a significant new VMS system within one of Canada's most prospective but underexplored mineral belts.The Touleary Project represents a compelling exploration asset due to its combination of favorable geology, district-scale alteration, drill-proven metal endowment and strategic location within an emerging infrastructure corridor (Figure 2). VMS deposits are globally important sources of copper, zinc, lead, silver and gold and are highly sought after due to their potential for high grades, clustered deposits and scalable district development opportunities.In 2011, a total of 935.9 m of diamond drilling was completed in five holes at the Touleary Project by Arcus. The drill program was primarily designed to test down-dip continuity of a mineralized interval exposed in a 2010 excavator trench, which graded 0.82 g/t gold and 14.30 g/t silver over 34 m. The mineralized exposure coincided with a linear magnetic low identified by the helicopter-borne magnetic survey. The holes intercepted elevated copper, zinc, lead, silver and gold bearing VMS style mineralization over a 300 by 100 metre area within a much larger 1,200-metre-long geophysical and geochemical anomaly, suggesting substantial room for expansion and additional discoveries (Table 1).The Touleary Project is currently fully permitted for drilling in 2026, with eight high-priority drill targets already defined (Figure 3).Table 1: Highlights from Arcus 2011 drilling (after Wengzynowski, W.A., 2025). *The historical drill results reported herein were completed by Arcus Development Group Inc. in 2011. The Qualified Person has reviewed available assessment reports, drill logs and analytical certificates and considers the information to be relevant and reliable for the purposes of this disclosure. True widths of mineralization are unknown. The Touleary Project does not contain a current mineral resource estimate or mineral reserve estimate. For more detail, please refer to Arcus' technical report in respect of the Touleary Project dated November 3, 2025, available under Arcus' profile at www.sedarplus.ca. Figure 1: Touleary Project location and infrastructure.The Touleary Project benefits from several key characteristics commonly associated with major VMS systems, including:Location within a well-established copper-rich geological belt with a history of mineral discoveries.A large prospective land package with potential for multiple mineralized systems.Strong exploration upside in an area that has seen limited modern systematic exploration.Exposure to both base and precious metals, providing leverage to multiple long-term commodity demand themes.Proximity to improving regional infrastructure, including the proposed Northern Gateway Road corridor.The proposed Northern Gateway Road (See Fuerte Metals/Talamore Mining Corp. press release dated March 4-2026) and related infrastructure initiatives are viewed by management as transformational for the broader region. Improved access into northwestern Yukon could materially reduce exploration and development costs, improve logistics, lengthen operating seasons and unlock access to vast areas of highly prospective ground across the Tintina Belt that historically remained difficult and expensive to explore.The Northern Gateway Road in the Yukon refers to a planned multi-million-dollar resource and development route designed to connect Dawson City with major mining developments in the west-central region, particularly the Coffee Mine. The road will traverse and service the heart of the prolific White Gold District. It is designed to service major proposed mining operations, including the Coffee Mine and the Casino Mine, while improving exploration access for junior mining companies. Development of the route requires ongoing government-to-government collaboration and agreements with local First Nations to ensure local socioeconomic benefits (Figure 1).TOULEARY PROJECT GEOLOGYThe geology of the Touleary Project is shown in Figure 2. The property is underlain by the metasiliciclastic rocks of the Snowcap Assemblage and volcanic rocks of the Finlayson Assemblage (Ryan and Gordey, 2001). Lesser amounts of younger Paleozoic and Mesozoic rocks belonging to the Simpson Range, Sulphur Creek Suite, and Stikine Suite are inferred along narrow regions of the project area in comparison. The current property scale geology map has been derived from the mapping by Ryan and Gordey in 2001 which collected much of the limited data from ridge top traverses, road cuts and lesser creek exposures. No additional detailed geological mapping has been done on the Touleary Project by Arcus with the exception of detailed mapping of excavator trenches in 2010 and diamond drill core in 2011.The characteristics of the two main lithostratigraphic units are summarized as follows:Snowcap Assemblage (Neoproterozoic)Comprises the basement of the YTT and consists dominantly of metasiliciclastic rocks including quartzite, psammite, pelitic and calc-silicate schists. These rocks are typically poly-deformed and metamorphosed to amphibolite facies.Finlayson Assemblage (Devonian)Comprises Upper Devonian to Lower Mississippian metavolcanic and metasedimentary/volcaniclastic stratigraphy. Volcanic assemblages are distinctly bimodal and, where observed in drill core at the Touleary Project, are dominated by mafic endmembers relative to their felsic counterparts. The Finlayson Assemblage hosts VMS mineralization on the Touleary Project and sulphide horizons at the Discovery Zone are mostly developed in felsic volcaniclastic zones within the mafic dominant section. Hydrothermal alteration of these facies is present as talc chlorite where mafic volcanics are present and varying degrees of silicification and sericite alteration where the felsic facies are present.Government geological mapping originally inferred much of the Touleary Project as being underlain by basal stratigraphy of the Finlayson Group successions below the region of active VMS deposition. Detailed analysis of the processed airborne magnetic data coupled with the drill discovery geological information, VTEM data and the property-wide soil geochemistry, allowed for a significant reinterpretation of the geological and structural architecture of the project area. This reinterpretation identified a much more extensive distribution of fertile volcanic host stratigraphy in addition to potential vent complexes, regions of complex folding and directional structural offsets. Figure 2: Touleary property geology; Vent complexes inferred from geophysics and soil sample geochemistry.TOULEARY PROJECT MINERALIZATIONMineralization at the Touleary Project is typical of Volcanogenic Massive Sulphide (VMS) systems developed in Devono-Mississippian age submarine volcanic host rocks of the Finlayson Assemblage.The closest known examples of comparable VMS systems occur within the Finlayson District ~450 km southeast along the displaced Tintina Fault Zone in southeastern Yukon. Paleogeographic reconstructions suggest the Finlayson District was originally situated adjacent to the Touleary area prior to displacement along the Tintina Fault.Volcanogenic massive sulphide (VMS) deposits have also been referred to as volcanic-associated, volcanic-hosted, and volcano-sedimentary-hosted massive sulphide deposits. They typically occur as lenses of polymetallic massive sulphide that form at or near the seafloor in submarine extensional volcanic environments. VMS deposits are grouped according to base metal content, gold content and host-rock lithology. Base metal classification is most commonly used with specific deposit types divided into Cu, Cu-Zn, Zn-Cu and Zn-Pb-Cu groups according to their contained ratios of these three metals. Semi-precious and precious metal content (Ag and Au) can potentially contribute significantly to the economics of VMS deposits. The model illustrated below (Figure 3) is a generic seafloor vertical feeder and mound-style system and does not account for post depositional deformation which can significantly transform the geometries of these deposits. Figure 3: Schematic diagram of the modern Trans-Atlantic Geotraverse (TAG) sulphide deposit on the Mid-Atlantic Ridge. This represents a classic cross-section of a VMS deposit, with concordant semi-massive to massive sulphide lens underlain by a discordant stockwork vein system and associated alteration halo or ‘Pipe'. (after Hannington et al. (1998)*.*Figure 3 is provided solely as a conceptual illustration of a generic VMS system and is not intended to imply that mineralization at Touleary is analogous to the size or grade of the TAG deposit.TARGETS FOR EXPLORATIONFuture exploration at the Touleary Project is proposed to be focused on the following Target areas (See Figure 4):Localized ScaleTarget 1 (Discovery Zone)Additional step out diamond drilling is planned to be conducted in this area to further delineate the 2011 discovery VMS horizons.Following drilling, downhole electromagnetic surveys will be conducted at this area so that the response over known mineralization can be documented and compared to data collected along strike.Target 2Hand-pitting to expose bedrock in localized areas with coincident anomalous soil signatures (Cu, Zn).Target 3Infill soil sampling.Target 4Hand-pitting to expose bedrock in localized areas with coincident anomalous soil signatures (Cu, Zn).Target 5Ground follow up on coincident multi-element geochemical anomalies that are associated with favorable magnetic signatures and well-defined near-surface conductors.Target 6Infill soil sampling to the northeast and southwest.Target 7Hand-pitting to expose bedrock in localized areas with coincident anomalous soil signatures (Cu, Zn).Target 8Ground-based electromagnetic surveys are proposed to be conducted at this area so that response over known mineralization can be documented and compared to data collected along strike.Diamond drilling within the central area of target to identify mineralization and determine host lithologies.Downhole EM surveys following drilling.Target 8 represents a priority exploration target that may reflect a second mineralized horizon.The lead, zinc, silver and copper-rich and gold-poor geochemical signature suggests that there is the potential for a second type of system or a more distal vent setting.Small clusters of less mobile elements (silver and lead) may represent areas where there is less soil dispersion (i.e. nearer to in-situ mineralization) or, if the stratigraphic package is folded, a concentration of mineralization near fold hinges.Mechanized trenching following on trend of the geochemical anomaly. Figure 4: 2026 proposed exploration areas; Soil samples (Cu ppm) shown as circles; Base map is airborne geophysics (First Vertical Derivative). The 2011 Discovery zone labelled in blue.NATIONAL INSTRUMENT 43-101 DISCLOSURENicholas Rodway, P.Geo. (Licence No. 46541; Permit to Practice No. 1000359), President, CEO and Director of Core Silver, is a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mr. Rodway has supervised the preparation of, verified and approved the technical content in this release on behalf of the Companies. Verification included a review of available assessment reports, drill logs, sample records and analytical certificates. No limitations were noted during the verification process.REFERENCESRyan, J.J. and Gordey, S.P., 2002 Geology, southern Stewart River area, Yukon Territory (Parts of 115J14, 115O2,3,4,5,6,7); Geological Survey of Canada, Open File 4338, scale 1:100,000.Bennett, V., 2012 Touleary Project, Dawson Range Mineral Belt, Yukon, Canada - SEM Study. Report prepared for Arcus Development Group Inc.Leitch, C., 2011 Petrographic report on ten samples from the Touleary project, Yukon. Report prepared for Arcus Development Group Inc. by Vancouver Petrographics Ltd.Smith, H, 2009 Assessment Report describing geochemical sampling and prospecting at the Touleary Property, western Yukon. Report prepared by Archer, Cathro & Associates (1981) Limited.Hannington, M.D., Galley, A.G., Herzig, P.M., and Petersen, S. 1998 Comparison of the TAG mound and stockwork complex with Cyprus-type massive sulphide deposits, in Proceedings of the Ocean Drilling Program, Scientific Results Volume 158: p. 389-415.Galley, A.G., Hannington, M.D., and Jonasson, I.R., 2007 Volcanogenic massive sulphide deposits, in Goodfellow, W.D., ed., Mineral Deposits of Canada: A Synthesis of Major Deposit-Types, District Metallogeny, the Evolution of Geological Provinces, and Exploration Methods: Geological Association of Canada, Mineral Deposits Division, Special Publication No. 5, p. 141-161Franklin, J.M., and Hannington, M.D., 2002 Volcanogenic massive sulfides through time: Geological Society of America, 2002 Annual Meeting, Abstracts with Programs, v. 34, p. 283.Singer, D.A., 1995 World-class base and precious metal deposits - a quantitative analysis: Economic Geology, v. 90, p. 88-104.Wengzynowski, W.A., 2025. Technical Report Describing Geology, Mineralization, Geochemistry, Geophysics, Trenching and Diamond Drilling at the Touleary Property, NTS 115O/02 and 03 and 115I/14, Dawson Mining District, West Central Yukon Territory. Prepared for Arcus Development Group Inc. by Skivik Holding Co. Ltd., North Vancouver, British Columbia, 61 pABOUT THE COMPANIESAbout Core Silver Corp.Core Silver Corp. is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in British Columbia, Canada. The Company currently holds 100% ownership in the Blue Property Mineral Tenure, which covers a land area of114,074 hectares (~1,140 km²). 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 140km in length and runs from the Tally-Ho Shear Zone in the Yukon, south through the Blue Property to the Alaskan Panhandle Juneau Ice Sheet in the United States. Core Silver believes that the south Atlin Lake area and the LFZ has 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 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 investors with records of entrepreneurial success. Arcus is focused on creating shareholder value through the acquisition and advancement of high-quality, early-stage mineral exploration projects. Its principal asset is the Touleary Project in Yukon, which hosts a historical drill-confirmed polymetallic VMS discovery and multiple additional exploration targets.On Behalf of the Boards of DirectorsARCUS DEVELOPMENT GROUP INC."Darryl Jones"
Interim CEO
Tel: 604.788.9533CORE SILVER CORP."Nicholas Rodway"
President & CEO
Tel: 604.681.1568Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.FORWARD LOOKING INFORMATIONThis news release includes certain statements that constitute "forward-looking statements", and "forward-looking information" within the meaning of applicable securities laws (collectively "forward-looking statements"). These include, without limitation: (a) statements regarding Arcus' and Core Silver's intent to enter into a Definitive Agreement and complete the Proposed Transaction, including (i) the satisfaction or waiver of conditions precedent to the Proposed Transaction such as the receipt of approvals from the CSE, TSXV, Arcus Shareholders and the Supreme Court of British Columbia, (ii) the issue of a subsequent news release regarding the details of the Definitive Agreement, (iii) the mailing of a management information circular to the Arcus Shareholders in connection with the Proposed Transaction, (iv) the anticipated ownership interests of Arcus Shareholders of the Companies as-combined if and when the Proposed Transaction is completed (the "Resulting Issuer") on a non-diluted basis, (v) the anticipated consolidated share capital of the Resulting Issuer upon completion of the Proposed Transaction, (vi) the non-payment of any finder's fee in connection with the Proposed Transaction, (vii) any anticipated benefits of the Proposed Transaction for Core Silver, Arcus or each of their respective securityholders, and (viii) the strengths, characteristics, benefits and potential of the Resulting Issuer; (b) statements regarding the Option Agreement, including (i) the potential Expenditures, (ii) potential exercise of the Option, (iii) formation and terms of the Joint Venture and JVA, and (iv) planned exploration activities at the Touleary Project, such as the scope, design, timing, budget and objectives of future exploration programs, (v) the continued existence of the Royalty encumbering a portion of the Touleary Project, (vi) the status and duration of the Permit, and (vii) the consequences of any termination of the Option Agreement; and (c) statements regarding Core Silver's Blue Property Mineral Tenure and Core Silver's beliefs and expectations with respect to discovery potential on its mineral property and becoming a premier explorer in the Atlin Mining District. When used in this news release, words such as "anticipated", "expected", "future", "opportunity", "ongoing", "potential", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", "would" or the negative connotation of such terms. These forward-looking statements involve numerous risks and uncertainties, including those relating to required shareholder, regulatory and court approvals, exercise of any termination rights under the LOI or the Definitive Agreement (if any), meeting other conditions in the LOI, material adverse effects on the business, properties and assets of the Companies, and such other risk factors detailed from time to time in the Companies' public disclosure documents including, without limitation, those risks identified in each of the Companies' respective and most recently filed management discussion and analysis, which is available under their respective issuer profiles on SEDAR+ at www.sedarplus.ca. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward- looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, the Companies assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If either of the Companies updates any one or more forward-looking statements, no inference should be drawn that the Companies will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.This news release also contains future-oriented financial information or a financial outlook (collectively, "FOFI") about the Resulting Issuer's prospective cash balance on completion of the Proposed Transaction, which is subject to the same assumptions, risk factors, limitations and qualifications set forth in the above paragraph. The FOFI contained in this news release was approved by the Companies' management as of the date hereof and is provided for the purposes of providing an indication of the preliminary cash balance of the Resulting Issuer. The Companies disclaim any intention or obligation to update or revise any FOFI contained in this news release, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Readers are cautioned not to place undue reliance on any FOFI.SOURCE: Core Silver Corp.View the original press release on ACCESS NewswireOriginal: Arcus Development and Core Silver Provide Update on Proposed Business Combination to Create Tintina Belt Exploration Company Anchored by the Touleary VMS Discovery

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 ProjectApril 27, 2026 7:00 AM
ACCESS NewswireVANCOUVER, BC / ACCESS Newswire / April 27, 2026 / Core Silver Corp. (CSE:CC)(FSE:8ZR)(OTCQB:CCOOF) ("Core Silver") and Arcus Development Group Inc. (TSXV:ADG) ("Arcus", and together with Core Silver, the "Companies") are pleased to announce they have entered into:a binding letter of intent dated April 26, 2026 (the "LOI") 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 (each, an "Arcus Share", and collectively, the "Arcus Shares") by Core Silver on a 1:1 basis in an all share transaction (the "Proposed Transaction") to ultimately form a combined company (the "Resulting Issuer"); anda definitive option agreement dated April 26, 2026 (the "Option Agreement") between the Companies, pursuant to which Core Silver may acquire up to a 20% undivided interest in Arcus' Touleary property, which is comprised of 397 mining claims located approximately 100 kilometres south of Dawson City, Yukon (the "Touleary Project").Proposed Business Combination TransactionPursuant 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 "Definitive Agreement"). The LOI provides for customary deal protection provisions, including non-solicitation covenants. Each of Core Silver and Arcus have 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 ("CSE") and TSX Venture Exchange ("TSXV"), respectively. The Proposed Transaction is also expected to require the approval of the holders of Arcus Shares (the "Arcus Shareholders") 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 (each, a "Core Silver Share", and collectively, the "Core Silver Shares") issued and outstanding, and 21,221,140 Arcus Shares issued and outstanding. Pursuant to the terms of the LOI, Core Silver will issue one (1) Core Silver Share in exchange for every one (1) 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 (1) Core Silver Share.Accordingly, upon completion of the Proposed Transaction, it is expected that:the Arcus Shareholders will hold approximately 39.2% of the 54,141,705 issued and outstanding common shares of the Resulting Issuer (each, a "Resulting Issuer Share", and collectively, the "Resulting Issuer Shares") on a non-diluted basis; andthere will be approximately 91,352,538 Resulting Issuer Shares outstanding on a fully diluted basis, comprised of 54,141,705 Resulting Issuer Shares, 34,043,333 share purchase warrants (each, a "Warrant", and collectively, the "Warrants"), 1,350,000 restricted share units (each an "RSU" and collectively the "RSUs"), and 1,817,500 stock options (each, a "Stock Option", and collectively, the "Stock Options"), with each Warrant and Stock Option being exercisable for one (1) Resulting Issuer Share, and each RSU vesting into one (1) 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 TSXV.No finder's fee of any kind shall be paid as a direct result of, or in association with, the Proposed Transaction.None of the Core Silver Shares to be issued in connection with the Proposed Transaction have been, or will be, registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, and may not be offered or sold within the United States or to any U.S. Person (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities of Core Silver in any jurisdiction where such offer or solicitation would be unlawful, including the United States.Definitive Option Agreement for Touleary ProjectDuring the term of the Option Agreement, Core Silver has been granted an exclusive option (the "Option") to acquire up to a 20% undivided interest in the Touleary Project, together with all rights derived therefrom, subject to a 1% 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 (the "Royalty").In order to maintain the Option in good standing and earn the 20% interest, Core Silver must incur not less than $2,000,000 in exploration and development expenditures ("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% 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 $2,000,000 before the first anniversary will be applied to Core Silver's proportionate obligation to future exploration as part of the post-Option joint venture between the Companies (the "Joint Venture");upon the exercise of the Option the Companies will establish a Joint Venture and enter into a definitive Joint Venture agreement (the "JVA") for the purpose of jointly carrying out all acts which 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% to Arcus and 20% to Core Silver, and the JVA 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' written notice of its intention not to exercise the option.For more information in respect of the Touleary Project, please refer to Arcus' technical report dated November 3, 2025 filed under its profile at www.sedarplus.ca.On behalf of the board of directors of Core Silver Corp."Nicholas Rodway"
Nicholas Rodway, President & CEOOn behalf of the board of directors of Arcus Development Group Inc."Darryl Jones"
Darryl Jones, Interim CEOAbout Core SilverCore Silver Corp. is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in British Columbia, Canada. Core Silver currently holds 100% ownership in the Blue Property Mineral Tenure, which covers a land area of 114,074 hectares (~1,140 km²). 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 km in length and runs from the Tally-Ho Shear Zone in the Yukon, south through the Blue Property to the Alaskan Panhandle Juneau Ice Sheet in the United States. Core Silver believes that the south Atlin Lake area and the LFZ has been neglected since the last major exploration campaigns in the 1980's. 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 Atlin Mining District's premier explorers where its team believes there are substantial opportunities for new discoveries and development in the area.Website: https://coresilvercorp.com/About ArcusArcus 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.Website: www.arcusdevelopmentgroup.comFor further information, please contact:Core Silver at:Core Silver Corp.
1450 - 789 West Pender Street
Vancouver, BC V6C 1H2
Telephone: (+1) 604-681-1568
Email: nrodway@coresilvercorp.comArcus at:Arcus Development Group Inc.
402 - 905 West Pender Street
Vancouver, BC V6C 1L6
Telephone: 604.788.9533
Email: info@arcusdevelopmentgroup.comCautionary Notice Regarding Forward Looking StatementsThis news release includes certain statements that constitute "forward-looking statements", and "forward-looking information" within the meaning of applicable securities laws (collectively "forward-looking statements"). These include, without limitation: (a) statements regarding Arcus' and Core Silver's intent to enter into a Definitive Agreement and complete the Proposed Transaction, including (i) the satisfaction or waiver of conditions precedent to the Proposed Transaction such as the receipt of approvals from the CSE, TSXV, Arcus Shareholders and the Supreme Court of British Columbia, (ii) the issue of a subsequent news release regarding the details of the Definitive Agreement, (iii) the mailing of a management information circular to the Arcus Shareholders in connection with the Proposed Transaction, (iv) the anticipated ownership interests of Arcus Shareholders of the Resulting Issuer on a non-diluted basis, (v) the anticipated consolidated share capital of the Resulting Issuer upon completion of the Proposed Transaction, (vi) the non-payment of any finder's fee in connection with the Proposed Transaction, (vii) any anticipated benefits of the Proposed Transaction for Core Silver, Arcus or each of their respective securityholders, and (viii) the strengths, characteristics, benefits and potential of the Resulting Issuer; (b) statements regarding the Option Agreement, including (i) the potential Expenditures, (ii) potential exercise of the Option, (iii) formation and terms of the Joint Venture and JVA, and (iv) planned exploration activities at the Touleary Project, such as the scope, design, timing, budget and objectives of future exploration programs, (v) the continued existence of the Royalty encumbering a portion of the Touleary Project, (vi) the status and duration of the Permit, and (vii) the consequences of any termination of the Option Agreement; and (c) statements regarding Core Silver's Blue Property Mineral Tenure and Core Silver's beliefs and expectations with respect to discovery potential on its mineral property and becoming a premier explorer in the Atlin Mining District. When used in this news release, words such as "anticipated", "expected", "future", "opportunity", "ongoing", "potential", "proposed", "vision" and similar expressions are intended to identify these forward-looking statements as well as phrases or statements that certain actions, events or results "could", "may", "should", "will", "would" or the negative connotation of such terms. These forward-looking statements involve numerous risks and uncertainties, including those relating to required shareholder, regulatory and court approvals, exercise of any termination rights under the LOI or the Definitive Agreement (if any), meeting other conditions in the LOI, material adverse effects on the business, properties and assets of the Companies, and such other risk factors detailed from time to time in the Companies' public disclosure documents including, without limitation, those risks identified in each of the Companies' respective and most recently filed management discussion and analysis, which is available under their respective issuer profiles on SEDAR+ at www.sedarplus.ca. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward- looking statements. Forward-looking statements speak only as of the date those statements are made. Except as required by applicable law, the Companies assume no obligation to update or to publicly announce the results of any change to any forward-looking statement contained or incorporated by reference herein to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements. If either of the Companies updates any one or more forward-looking statements, no inference should be drawn that the Companies will make additional updates with respect to those or other forward-looking statements. All forward-looking statements contained in this news release are expressly qualified in their entirety by this cautionary statement.Neither the TSXV nor its Regulation Services Provider (as that term is defined in the applicable TSXV policies) accepts responsibility for the adequacy or accuracy of this release.SOURCE: Arcus Development Group Inc.View the original press release on ACCESS NewswireOriginal: 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

Arcus Appoints New Director and OfficersApril 10, 2026 11:00 AM
ACCESS NewswireVANCOUVER, BC / ACCESS Newswire / April 10, 2026 / Arcus Development Group Inc. (TSXV:ADG)("Arcus" or the "Company") is pleased to announce that Eric Negraeff, Jeremy Hanson and Kiya Hushyar have been appointed as directors of the Company and Christopher Cooper has been appointed as Chief Financial Officer and Corporate Secretary.The Company also announces the appointment of Darryl Jones, a current director, as Interim Chief Executive Officer.Mr. Negraeff is an accomplished entrepreneur with over 20 years of professional capital markets experience. He is V.P. of Corporate Development at Incite Capital Markets. He previously served at C.M. Oliver & Company and at PI Financial (now Ventum Financial Corp.). As a successful proprietary trader, he created a profitable division designed to take advantage of unique arbitrage opportunities. He went on to manage a proprietary trading desk designing trading strategies for high net worth and institutional clientele. With over a decade specializing in raising capital for small to mid-size companies at PI Financial, he joined Incite Capital Markets working to develop fundraising, strategic planning, investor relations, and corporate communication services.Mr. Hanson is a professional geoscientist with over 12 years of experience in mineral exploration throughout Canada. He is the President of Hardline Exploration Corp., a geological consulting firm focused on western Canada as well as the current VP Exploration and a Director of Garibaldi Resources Corp. Mr. Hanson graduated with a B.Sc. Hons with distinction from Simon Fraser University.Mr. Hushyar is an experienced Chief Financial Officer with a demonstrated history of working in the financial services industry. Strong finance professional skilled in Structured Financing, Debt & Equity Restructuring, Enterprise Risk Management, Internal Audit, and Mergers & Acquisitions (M&A). Mr. Hushyar has experience in audit and advisory roles with both KPMG and Deloitte, and is currently the Chief Financial Officer of a large private fintech firm based in Vancouver. He holds a BBA in Accounting from Simon Fraser University, and will chair the Audit Committee of Arcus.Mr. Cooper offers more than two decades of experience in corporate development, senior management, finance, and operations. He has served on the boards of multiple companies and has successfully raised capital and implemented growth strategies across oil, gas, and mining. Most recently, Mr. Cooper was a Director of Alpha Lithium Corporation, which was acquired by Tecpetrol in December 2023 for CAD $313 million, a transaction that highlighted his ability to deliver value through strategic exits.Mr. Jones joined the Arcus board on December 3, 2025. He is currently the President and CEO of Star Copper Corp., a copper exploration company with active projects in the Golden Triangle and Golden Horseshoe regions of British Columbia. Mr. Jones was a founding director of Alpha Lithium Corporation, which was acquired by Tecpetrol for CAD $313 million in December of 2023. Prior to that, Mr. Jones spent fifteen years in the capital markets as an investment advisor with PI Financial Corp. (Canada) and Raymond James Ltd. (Canada).On behalf of Arcus Development Group Inc."Darryl Jones"Darryl Jones, Interim CEONeither 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.For additional information contact:Darryl Jones, Interim CEO
Arcus Development Group Inc.
E-mail:

Canadian Investment Regulatory Organization Trading Halt - ADGApril 10, 2026 7:47 AM
PR Newswire (Canada)

VANCOUVER, BC, April 10, 2026 /CNW/ - The following issues have been halted by CIROCompany: Arcus Development Group Inc.TSX-Venture Symbol: ADGAll Issues: YesReason: Failure to Maintain Exchange RequirementsHalt Time (ET): 7:31 AMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trading Halt - ADG

Suspension de la négociation par l'Organisme canadien de réglementation des investissements - ADGApril 10, 2026 7:50 AM
PR Newswire (Canada)

VANCOUVER, BC, le 10 avril 2026 /CNW/ - L'OCRI a suspendu la négociation des titres suivants :Société : Arcus Development Group Inc.Symbole à la Bourse de croissance TSX : ADGLes titres : OuiMotif : Défaut de satisfaire aux exigences de la BourseHeure de la suspension (HE) : 07 h 31L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: Suspension de la négociation par l'Organisme canadien de réglementation des investissements - ADG

L'Organisme canadien de réglementation des investissements permet la reprise de la négociation - ADGJanuary 29, 2026 2:40 PM
PR Newswire (Canada)

VANCOUVER, BC, le 29 janv. 2026 /CNW/ - Reprise des négociations pour :Société : Arcus Development Group Inc.Symbole à la Bourse de croissance TSX : ADG Les titres : OuiReprise (HE) : 15 h 00 L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: L'Organisme canadien de réglementation des investissements permet la reprise de la négociation - ADG

Canadian Investment Regulatory Organization Trade Resumption - ADGJanuary 29, 2026 2:36 PM
PR Newswire (Canada)

VANCOUVER, BC, Jan. 29, 2026 /CNW/ - Trading resumes in:Company: Arcus Development Group Inc.TSX-Venture Symbol: ADG All Issues: YesResumption (ET): 3:00 PMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trade Resumption - ADG

Arcus Closes $2 Million Private PlacementJanuary 29, 2026 2:19 PM
NewsfileVancouver, British Columbia--(Newsfile Corp. - January 29, 2026) - Arcus Development Group Inc. (TSXV: ADG) ("Arcus" or the "Company") announces that it has completed a $2 million non-brokered unit offering at a price of $0.25 per unit (the "Offering"). Each unit consisted of one common share in the capital of Arcus and one share purchase warrant. Each warrant will entitle the holder to purchase one Arcus common share at a price of $0.32 per share at any time prior to 4:00 p.m. (Vancouver time) on January 29, 2028.The proceeds from the Offering will be used by Arcus as general working capital and to fund work at its wholly owned Touleary project, located in the White Gold District of Yukon Territory.All securities issued in connection with the Offering will be subject to a four month statutory hold period expiring on May 30, 2026, in accordance with applicable securities legislation. No finder's fees were paid in connection with the Offering.One director of the Company participated in the Offering for 200,000 units for gross proceeds of $50,000. The transaction with an insider of the Company constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(b) of MI 61-101 and the minority shareholder approval requirements contained in section 5.7(1)(a) of MI 61-101 on the basis that the Company is not listed on specified markets and the fair market value of the securities distributed in the related party transaction nor the consideration received for those securities exceeds 25% of the Company's market capitalization, as determined in accordance with MI 61-101.The securities issued in connection with the Offering 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 CEONeither 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.For additional information contact:Ian J. Talbot, President and CEO
Arcus Development Group Inc.
e-mail: ijtalbot@shaw.ca
Telephone: 778.893.9325
Website: www.arcusdevelopmentgroup.comTo view the source version of this press release, please visit https://www.newsfilecorp.com/release/282087
Original: Arcus Closes $2 Million Private Placement

Canadian Investment Regulatory Organization Trading Halt - ADGJanuary 29, 2026 1:45 PM
PR Newswire (Canada)

VANCOUVER, BC, Jan. 29, 2026 /CNW/ - The following issues have been halted by CIROCompany: Arcus Development Group Inc.TSX-Venture Symbol: ADG All Issues: YesReason: Pending News Halt Time (ET): 1:35 PMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trading Halt - ADG

Suspension de la négociation par l'Organisme canadien de réglementation des investissements - ADGJanuary 29, 2026 1:48 PM
PR Newswire (Canada)

VANCOUVER, BC, le 29 janv. 2026 /CNW/ - L'OCRI a suspendu la négociation des titres suivants :Société : Arcus Development Group Inc.Symbole à la Bourse de croissance TSX : ADGLes titres : OuiMotif : Nouvelle en attenteHeure de la suspension (HE) : 13 h 35L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: Suspension de la négociation par l'Organisme canadien de réglementation des investissements - ADG

ARCUF: effective Dec 30,2025 a one for 10 reverse split:

https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes