Core Silver and Arcus Enter Into Definitive Arrangement Agreement for Business Combination
VANCOUVER, BC / ACCESS Newswire / July 9, 2026 / Core Silver Corp. (CNSX: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 that, further to their joint news releases dated April 27, 2026 and June 17, 2026, they have entered into an arrangement agreement dated July 9, 2026 (the "Agreement") for an at-market business combination. Pursuant to the Agreement, Core Silver will acquire all of the issued and outstanding common shares of Arcus (each whole such common share, an "Arcus Share", and collectively, the "Arcus Shares") on a 1:1 basis (the "Exchange Ratio") in an all share transaction pursuant to a court-approved plan of arrangement (the "Transaction").
Nicholas Rodway, President and CEO of Core Silver, stated: "The Transaction represents an important step forward in the evolution of Core Silver. 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."
Darryl Jones, Interim CEO of Arcus, further commented: "The proposed Transaction 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. 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."
Benefits to Shareholders
Combining Arcus and Core Silver unlocks benefits for both sets of shareholders that would be unavailable on a standalone basis, including:
Continued Exposure and Diversification: for Arcus Shareholders, an opportunity to maintain exposure to the Touleary Property and diversifying their portfolio by gaining exposure to Core Silver's Blue Property in the Atlin area of northwestern British Columbia, Canada.
Addition of Property: for Core Silver shareholders, the acquisition of Arcus' Touleary Property, consisting of 397 contiguous mineral claims located in west-central Yukon Territory, provides exposure to a highly prospective property that is fully permitted for drilling in 2026 with eight identified drill-ready target areas.
Enhanced Market Profile and Financial Capacity: exposure to a combined company with an enhanced capital markets profile, with improved access to capital and an increased capacity to advance its exploration properties.
Synergies: a combined company that has two complementary exploration platforms focused in Canada, expected to result in synergies and improved operational and corporate efficiencies.
Strengthened Leadership: a combined leadership team with a strong track record of excellent corporate governance and operational execution in the exploration space.
Transaction Details
Pursuant to the Agreement, the Transaction will be effected pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"), resulting in Arcus becoming a wholly owned subsidiary of Core Silver. Under the terms of the Agreement and the Exchange Ratio, each holder of Arcus Shares (each, an "Arcus Shareholder") will be entitled to receive one common share of Core Silver (each whole such common share, a "Core Silver Share" , and collectively, the "Core Silver Shares") in exchange for each Arcus Share, such that, upon completion of the Transaction, existing Core Silver and Arcus shareholders are expected to own approximately 60.8% and39.2%, respectively, of the combined company. Arcus' outstanding convertible securities will be treated in accordance with the terms of the Agreement, which provides that they will not be subject to the Arrangement and will remain exercisable for Core Silver Shares in accordance with their terms and conditions following the effective date of the Transaction.
In accordance with the Agreement, Arcus will proceed with an application to the Supreme Court of British Columbia for an interim order authorizing, among other things, Arcus to call an annual general and special meeting of Arcus Shareholders to approve the Transaction, which must be approved by a special resolution passed by at least 66 2/3 % of the votes cast by Arcus Shareholders (the "Arcus Meeting"). The Arcus Meeting is expected to take place on August 25, 2026. All of the directors and officers of Arcus, who collectively hold approximately 1% and 2.5% of the outstanding Arcus Shares on a non-diluted and fully-diluted basis, respectively, have entered into voting support agreements with Core Silver, pursuant to which they have agreed, among other things, to vote their Arcus Shares in favour of the Transaction, including any Arcus Shares acquired prior to the record date on exercise of convertible securities or in the market.
The Agreement contains customary provisions for a transaction of this nature, including non-solicitation provisions, a right in favour of Core Silver to match any other acquisition proposal, and a termination fee of $150,000 payable by Arcus or Core Silver, respectively, in certain circumstances. Each of Core Silver and Arcus have made customary representations and warranties and covenants in the Agreement, including covenants regarding the conduct of their respective businesses prior to the closing of the Transaction.
The Transaction is expected to close in the fourth quarter of 2026, subject to satisfaction of the closing conditions set out in the Agreement and receipt of all required shareholder approvals, court approval, and applicable regulatory approvals, including approval of the TSX Venture Exchange ("TSX-V").
Following the completion of the Transaction, it is expected that the Core Silver Shares will continue trading on the Canadian Securities Exchange, the Arcus Shares will be de-listed from the TSX-V, and Arcus will cease to be a reporting issuer in the applicable jurisdictions, in each case subject to applicable regulatory requirements.
The Transaction is a result of arm's length negotiations between the Companies and there is no finder's fee associated with the Transaction.
Full details of the Transaction, including the Arrangement, and the exchange of securities thereunder, as described above, will be set out in the management information circular of Arcus prepared in connection with the Arcus Meeting (the "Arcus Circular"), which is expected to be mailed to Arcus Shareholders on or about July 28, 2026, and made available on SEDAR+ under Arcus' issuer profile at www.sedarplus.ca. The Agreement will also be made available on SEDAR+ under the issuer profiles of both Arcus and Core Silver in accordance with applicable securities laws. Arcus Shareholders are encouraged to read the Arcus Circular and the Agreement for additional information regarding the Arcus Meeting and the Transaction.
None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Leadership and Governance
Under the Agreement the Companies agreed that, upon the closing of the Transaction, Darryl Jones, interim CEO and a director of Arcus, will be appointed as a member of the board of directors of Core Silver, and the remaining directors and officers of Arcus will resign. No other changes to the board of directors of Core Silver or its management are currently expected in connection with the Transaction.
Board of Directors' and Special Committee Recommendations
The board of directors of Arcus, following receipt of the unanimous recommendation of a special committee of independent directors of Arcus (the "Arcus Special Committee"), have unanimously approved the Transaction and recommend that the Arcus Shareholders vote in favour of the Transaction. Evans & Evans, Inc. has provided a fairness opinion to the Arcus Special Committee stating that, as of the date hereof and based upon and subject to the assumptions, limitations and qualifications set out therein, the Transaction and consideration to be received by Arcus Shareholders pursuant to the Arrangement in accordance with the Exchange Ratio is fair, from a financial point of view, to the Arcus Shareholders.
Advisors and Legal Counsel
Evans & Evans, Inc. is acting as financial advisor to the Arcus Special Committee and were paid a fixed fee for the fairness opinion prepared for the Arcus Special Committee. Cozen O'Connor LLP is acting as legal counsel to Arcus.
Maarschalk Valuations Inc. is acting as financial advisor to Core Silver and its board of directors. Clark Wilson LLP is acting as legal counsel to Core Silver.
On behalf of the board of directors of Core Silver Corp.
"Nicholas Rodway"
Nicholas Rodway, President & CEO
On behalf of the board of directors of Arcus Development Group Inc.
"Darryl Jones"
Darryl Jones, Interim CEO
About 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. 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. Core Silver 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.
Visit Core Silver's website at www.coresilvercorp.com.
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.
Visit Arcus' website at www.arcusdevelopmentgroup.com.
For further information, please contact:
Core Silver Corp. Nicholas Rodway | Arcus Development Group Inc. Darryl Jones |
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This 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"), which involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Forward-looking statements are frequently, but not always, identified by word such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible" and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release include but are not limited to: completion of the Transaction and/or the satisfaction of the conditions precedent to the Transaction; the strengths, characteristics, value, portfolio and potential of the combined company; the strategic vision for the combined company and expectations regarding exploration capabilities and the ability of the combined company to successfully advance the Companies' projects post-closing; the outlook of Core Silver post-transaction; returns to shareholders; ongoing support of shareholders of Arcus; the mailing date of the Arcus Circular and the date of the Arcus Meeting; the benefits of the proposed Transaction; the expected directors and management of Core Silver post-closing; and, discussion of future plans, projections, objectives, estimates and forecasts and the timing related thereto.
These statements are based on the reasonable assumptions, estimates, expectations, analyses and opinions of each of the management of Core Silver and Arcus, which are based on each management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Such factors include, without limitation, the ability to complete proposed exploration work; the results of exploration; continued availability of capital; business integration risks; fluctuations in general economic, market and business conditions; changes in national and local government, legislation, taxation, controls, regulations and political or economic developments; risks and hazards associated with the business of mineral exploration, development and mining (including environmental hazards and industrial accidents); the inability to obtain adequate insurance to cover risks and hazards; the presence of laws and regulations that may impose restrictions on mining, employee relations, relationships with and claims by local communities and indigenous populations; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licenses, permits and approvals from government authorities); title to properties; 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 are available under their respective issuer profiles on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Companies disclaim any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE: Core Silver Corp.
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