Arcus Development Group Inc. — Capital/Financing Update 2026

Jan 5, 2026

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

December 30, 2025

3. NEWS RELEASE

News release dated December 31, 2025 was disseminated via TheNewswire.

4. SUMMARY OF MATERIAL CHANGE

Arcus announces completion of share consolidation, closing of financing, and reactivation to TSX Venture Exchange.

5. FULL DESCRIPTION OF MATERIAL CHANGE

Arcus Development Group Inc. (TSXV:ADG.H) announced that, further to its news release of December 23, 2025, effective at the opening of trading on December 30, 2025 (the “Effective Date”) the Company’s listed common shares (the “Shares”) were consolidated on the basis of one post-consolidation Share for every ten pre-consolidation Shares outstanding (the “Consolidation”). The number of outstanding Shares were reduced from 73,878,065 to 7,387,807 Shares, subject to adjustments for rounding as part of the Consolidation.

The Company also announced that immediately following the Consolidation, it closed two private placements previously announced on October 15, 2025, November 4, 2025 and November 13, 2025.

The first financing consisted of a non-brokered private placement of 2,000,000 post-consolidation units at a price of $0.25 per unit for aggregate proceeds of $500,000. Each unit consisted of one post-consolidation Share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one post-consolidation share at a price of $0.40 per share at any time prior to 4:00 p.m. (Vancouver time) on December 30, 2027.

The second financing included a non-brokered private placement of 3,833,333 post-consolidation units at a price of $0.30 per unit for aggregate proceeds of $1,150,000. Each unit consisted of one post-consolidation share and one common share purchase warrant. Each warrant entitles the holder thereof to acquire one post-consolidation share at a price of $0.40 per share at any time prior to 4:00 p.m. (Vancouver time) on December 30, 2027.

Following the Consolidation and the closing of the two private placements, the Company had 13,221,140 issued Shares. The gross proceeds from both private placements were $1,650,000 and will be used for general working capital and to fund work at the Company’s wholly owned Touleary project, located in the White Gold District of Yukon Territory.

All securities issued in connection with both of the private placements will be subject to a four

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month statutory hold period expiring on May 1, 2026 in accordance with applicable securities legislation.

The Company further announced that with the completion of the two private placements, it has met the requirements to be listed as a TSX Venture Exchange Tier 2 company. Effective Monday, January 5, 2026, the Company’s listing will transfer from NEX to TSX Venture, the Company’s Tier classification will change from NEX to Tier 2. Effective Monday, January 5, 2026, the trading symbol for the Company will change from ADG.H to ADG. The Company’s name remains unchanged.

A letter of transmittal with respect to the Consolidation will be mailed to registered shareholders of the Company with instructions on how to exchange existing DRS statements or share certificate(s) for new DRS statements or post-Consolidation share certificate(s).

The securities issued in connection with the two private placements 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.

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

Not applicable.

1. OMITTED INFORMATION

Not applicable.

1. EXECUTIVE OFFICER

Ian Talbot, President & CEO

Telephone: 778-893-9325

1. DATE OF REPORT

January 5, 2026.