Arcus Closes $2 Million Private Placement

Rhea-AI Summary

Arcus Development Group (OTC: ARCUF) closed a $2.0 million non‑brokered unit offering at $0.25 per unit on January 29, 2026. Each unit included one common share and one warrant exercisable at $0.32 until January 29, 2028.

Proceeds will fund general working capital and work at the Touleary project in the White Gold District, Yukon. Securities carry a four‑month hold period expiring May 30, 2026. One director subscribed for 200,000 units ($50,000); the company relied on MI 61‑101 exemptions. Securities are not registered in the U.S.

Positive

• Raised $2.0 million in non‑brokered financing to support operations
• Proceeds earmarked for Touleary project and general working capital
• No finder's fees paid, preserving offering proceeds

Negative

• Issued 8,000,000 units at $0.25, creating immediate share issuance
• Warrants exercisable at $0.32 through Jan 29, 2028 may dilute on exercise
• Securities subject to four‑month hold period until May 30, 2026, limiting near‑term liquidity

Vancouver, 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 CEO

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.

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.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282087

FAQ

How much did Arcus (ARCUF) raise in the January 29, 2026 private placement?

Arcus raised $2.0 million in a non‑brokered unit offering. According to the company, proceeds will fund general working capital and work at the Touleary project in Yukon.

What were the terms of the units sold by Arcus (ARCUF) on January 29, 2026?

Each unit sold at $0.25 included one common share and one warrant. According to the company, each warrant is exercisable at $0.32 until January 29, 2028.

How many units did Arcus (ARCUF) issue in the $2.0 million offering?

The offering issued 8,000,000 units at $0.25 per unit. According to the company, each unit consisted of one common share plus one share purchase warrant.

Will Arcus (ARCUF) securities from the January 2026 placement be tradable immediately?

No; securities are subject to a four‑month statutory hold period expiring on May 30, 2026. According to the company, this hold complies with applicable securities legislation.

Did any insiders participate in Arcus's (ARCUF) January 29, 2026 placement?

Yes; one director subscribed for 200,000 units for $50,000. According to the company, this constitutes a related party transaction relying on MI 61‑101 exemptions.

Are the Arcus (ARCUF) offering securities registered for sale in the United States?

No; the securities have not been and will not be registered under the U.S. Securities Act. According to the company, they may not be offered or sold in the U.S. without registration or an available exemption.