Arcus Development Group Inc. — Capital/Financing Update 2026

Feb 6, 2026

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FORM 51-102F3 - MATERIAL CHANGE REPORT

1. NAME AND ADDRESS OF COMPANY

Arcus Development Group Inc. ("Arcus" or the "Company") Suite 402 - 905 West Pender Street Vancouver, BC V6C 1L6

2. DATE OF MATERIAL CHANGE

January 29, 2026

3. NEWS RELEASE

News release dated January 29, 2026 was disseminated via Newsfile.

4. SUMMARY OF MATERIAL CHANGE

Arcus closes \$2 million private placement.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Arcus Development Group Inc. (TSXV:ADG) 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 common 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.

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6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51-102

Not applicable.

7. OMITTED INFORMATION

Not applicable.

8. EXECUTIVE OFFICER

Ian Talbot, President & CEO Telephone: 778-893-9325

9. DATE OF REPORT

February 5, 2026