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October 24, 2016 - Vancouver, British Columbia: Arcus Development Group Inc. (TSX-V: ADG) ("Arcus") is pleased to announce concurrent non-brokered flow-through and non-flow-through private placements (collectively, the "Offerings"). The flow-through unit offering will consist of 12,610,916 units ("FT Units") and the non-flow-through unit offering will consist of 1,789,084 units ("NFT Units") for gross proceeds of $1,261,092 and $137,759, respectively.
The FT Units will be sold at a price of $0.10 per unit, and the NFT Units will be sold at a price of $0.077 per unit. Each unit will consist of one Arcus common share and one-half of one transferrable share purchase warrant (each full warrant, a "Warrant"). The shares issued as part of the FT Units will be issued on a "flow-through" basis. Each full Warrant from both the FT Units and the NFT Units (collectively, the "Units") will entitle the holder to purchase one non-flow-through share at a price of $0.20 per share at any time for a period of 24 months from the closing of the Offerings, unless otherwise extended in accordance with the Warrant terms.
The FT Units are part of a donation arrangement structured by Peartree Securities Inc. through which Goldcorp Inc. ("Goldcorp") is expected to be the ultimate holder of the FT Units. The NFT Units are being purchased by Goldcorp directly from Arcus. The Offerings are expected to close on or about October 24, 2016, following which Goldcorp will own approximately 19.9% of the issued and outstanding shares of Arcus.
Proceeds from the sale of the FT Units will be used by Arcus to incur eligible Canadian exploration expenses at its wholly-owned Dan Man property, located immediately north and adjacent to the Goldcorp Coffee property in the Yukon. Arcus will renounce the qualifying expenditures to subscribers of the FT Units for the fiscal year ended December 31, 2016. Proceeds from the sale of the NFT Units will be used by Arcus for general working capital.
Ian Talbot, President and CEO of Arcus commented: "We are very pleased to have Goldcorp become a significant Arcus shareholder. The Goldcorp investments support our belief in the exploration potential at the Dan Man property. We look forward to working with the Goldcorp technical team as we develop the next exploration program for the Dan Man property."
On completion of the Offerings, Goldcorp will have the right to maintain its pro-rata ownership percentage in Arcus during future financings. This right will entitle, but not obligate Goldcorp to participate in any future equity financings by Arcus to the extent necessary for Goldcorp to maintain a 19.9% equity ownership interest in the issued and outstanding common shares of Arcus. Goldcorp's right to participate in future financings will terminate if its equity interest falls below 7.5% of the issued and outstanding common shares of Arcus. Goldcorp will also have the right to match non-equity financing and tolling arrangements related to future exploration or development on the Dan Man property.
The Offerings are subject to TSX Venture Exchange acceptance. The FT Units, NFT Units and all underlying Arcus securities will be subject to a hold period of four month plus one day from the date of closing of the Offerings. Following the completion of the Offerings, Arcus will have an issued and outstanding share capital of 72,178,065. No finder's fees will be paid in respect of the Offering.
Arcus has been advised that Goldcorp will be acquiring beneficial ownership of 14,400,000 Units in the aggregate at a purchase price of $0.077 per Unit; for a total purchase price of $1,108,800. Accordingly, Goldcorp will be acquiring beneficial ownership of: (i) 14,400,000 common shares, representing 19.9% of the issued and outstanding common shares; and (ii) 7,200,000 warrants, representing approximately 44.2% of the issued and outstanding warrants. Goldcorp previously owned no shares in Arcus. Should Goldcorp exercise all of the Warrants, Goldcorp would hold 21,600,000 common shares representing approximately 27.2% of the issued and outstanding Arcus common shares (on a partially diluted basis). Goldcorp is acquiring the beneficial interest in the securities for investment purposes. Goldcorp will evaluate its investment in Arcus from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease shareholdings as circumstances require and in accordance with TSX Venture Exchange rules. The exemption relied on for the acquisition of the FT Units and the NFT Units is Section 2.3 of National Instrument 45-106 - Prospectus Exemptions. Goldcorp will be filing an early warning report in connection with the acquisition which will be filed on Arcus' SEDAR profile. Goldcorp's head office is located at Suite 3400 - 666 Burrard St. Vancouver, BC, V6C 2X8.
Arcus is a mineral exploration company listed on the TSX Venture Exchange and holds a 100% interest in four mineral properties located in the White Gold District of Yukon Territory. The key Arcus projects are the Dan Man and the Touleary properties. For additional information please visit the Arcus website at www.arcusdevelopmentgroup.com.
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.
CAUTIONARY NOTE: This news release contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "will", "will be", "will have", "is expected to" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. Important factors that could cause actual results to differ materially from the Arcus Development Group Inc.'s expectations are the risks detailed herein and from time to time in the filings made by Arcus Development Group Inc. with securities regulators. Those filings can be found on the Internet at http://www.sedar.com.
For additional information contact:
Ian J. Talbot, President & CEO
Arcus Development Group Inc.
Phone: (604) 687-2522
Fax: (604) 688-2578
Grant Longhurst, Corporate Communications
Arcus Development Group Inc.
Phone: (604) 506-2445
Fax: (604) 688-2578
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