Star Metro - Core Silver Completes Acquisition of Arcus Development Group

The Arrangement was completed pursuant to an arrangement agreement between Core Silver and Arcus dated July 9, 2026 (the "Agreement"), and was approved by the Arcus Shareholders at the annual general and special meeting held on August 25, 2026, as well as the Supreme Court of British Columbia on August 28, 2026.

Arrangement Details

Pursuant to the Arrangement, the shareholders of Arcus (the "Arcus Shareholders") are entitled to receive one (1) common share in the authorized capital of Core Silver (each, a "Core Silver Share") in exchange for each one (1) Arcus Share held immediately prior to the closing of the Arrangement (the "Exchange Ratio"). As previously announced, the issued and outstanding convertible securities of Arcus, including share purchase warrants and stock options exercisable for Arcus Shares, were not subject to the Arrangement and, in accordance with their terms and conditions, became exercisable for common shares of Core Silver on their original terms and conditions.

Upon completion of the Arrangement, Core Silver issued 21,221,140 Core Silver Shares to the former Arcus Shareholders as consideration for the Arcus Shares. Accordingly, the former Arcus Shareholders hold approximately 39.2% of the 54,141,705 issued and outstanding Core Silver Shares on a non-diluted basis.

The Core Silver Shares continue to trade on the Canadian Securities Exchange under the symbol "CC". As a result of the Arrangement, Arcus has become a wholly-owned subsidiary of Core Silver and the Arcus Shares are expected to be delisted from the TSX Venture Exchange (the "TSX-V") following the close of markets on September 15, 2026. Core Silver intends to cause Arcus to apply to cease to be a reporting issuer in the applicable jurisdictions of Canada.

Full details of the Arrangement, and the exchange of securities thereunder, as described above, are set forth in the management information circular of Arcus dated July 20, 2026 (the "Arcus Circular"), which was mailed to Arcus Shareholders on or about July 31, 2026, and is available on SEDAR+ under Arcus' issuer profile at www.sedarplus.ca.

There is no finder's fee payable by the Companies in connection with the Arrangement.

None of the securities issued pursuant to the Arrangement 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 are being 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

Pursuant to the Agreement, upon the closing of the Arrangement, Darryl Jones, interim CEO and a director of Arcus, has been appointed as a member of the board of directors of Core Silver, and the remaining directors and officers of Arcus have resigned from their respective positions with Arcus. No other changes to the board of directors of Core Silver or its management are currently expected in connection with the Arrangement.

Further Information for Arcus Shareholders

In order to receive Core Silver Shares in exchange for Arcus Shares, registered Arcus Shareholders must complete, sign, date, and return the letter of transmittal that was mailed to each Arcus Shareholder along with the Arcus Circular prior to closing. The letter of transmittal is also available under Arcus' profile on SEDAR+ available at www.sedarplus.ca. Arcus Shareholders whose Arcus Shares are registered in the name of an intermediary, such as a broker, investment dealer, bank, trust company, trust or other intermediary or nominee should contact such nominee for assistance in depositing their Arcus Shares and should follow the instructions of such intermediary or nominee.

Advisors and Legal Counsel

Maarschalk Valuations Inc. acted as financial advisor to Core Silver and its board of directors. Clark Wilson LLP acted as legal counsel to Core Silver. Cozen O'Connor LLP acted as legal counsel to Arcus.

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:

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 words 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, statements regarding: the anticipated delisting of the Arcus Shares from the TSX Venture Exchange; the intention for Arcus to cease to be a reporting issuer in the applicable jurisdictions of Canada; the integration of Arcus and its business into Core Silver following completion of the Arrangement; the future business, operations, strategy, objectives and prospects of Core Silver following completion of the Arrangement; and other statements that are not historical facts.

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 historical trends, current conditions and expected future developments, including, without limitation, assumptions regarding the satisfaction of applicable regulatory requirements in connection with post-closing matters, the successful integration of Arcus into Core Silver, the ability of Core Silver to realize the anticipated benefits of the Arrangement and the continued operation and advancement of the companies' respective business activities, as well as 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 risk that the anticipated benefits of the Arrangement may not be realized as expected or at all; risks relating to the integration of Arcus into Core Silver; the timing and ability to complete the delisting of the Arcus Shares from the TSX Venture Exchange and to obtain any required regulatory approvals in connection with Arcus ceasing to be a reporting issuer; 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 groups; the speculative nature of mineral exploration and development (including the risks of obtaining necessary licences, permits and approvals from government authorities); title to properties; the availability of financing; 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's 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 news 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.

View the original press release on ACCESS Newswire

O.Poirier--SMC