December 3, 2019 – Vancouver, British Columbia: Arcus Development Group Inc. (TSX-V:ADG)(“Arcus”) announces that further to its news release of October 23, 2019, the British Columbia Securities Commission has issued an exemption order (the “Exemption Order”) permitting Arcus to proceed with the sale of its Dan Man property to Goldcorp Kaminak Ltd. (“Goldcorp Kaminak”) a subsidiary of Newmont Goldcorp Corporation.
In partial consideration of the sale of the Dan Man property pursuant to the term of a property purchase agreement dated October 22, 2019, Goldcorp Kaminak will return 14,400,000 Arcus shares (the “Shares”) to Arcus. The Shares were originally sold to Goldcorp Inc. in October of 2016 as part of a structured financing. The Exemption Order has been made under Section 114(2) of the British Columbia Securities Act and exempts the return of the Shares to Arcus from Part 2 of Multilateral Instrument 62-104, Take-Over Bids and Issuer Bids.
Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the sale of the Dan Man property is a “related party transaction” as the Shares currently owned by Goldcorp Inc. represent 18.88% of the issued share capital of Arcus. The sale of the Dan Man property is exempt from the requirement of prior Arcus shareholder approval of a “related party transaction” as the fair market value of the Shares is less than 25% of the Arcus market capitalization.
The completion of the sale of the Dan Man property remains subject to TSX-Venture Exchange acceptance. Following the completion of the sale of the property, the Shares will be returned to the Arcus treasury. Arcus has been advised that following the property sale, neither Goldcorp Inc. nor Newmont Goldcorp Corporation will own any securities of Arcus.
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 includes certain "forward-looking statements". Other than statements of historical fact, all statements included in this release, including, without limitation, statements regarding future plans and objectives of Arcus Development Group Inc., are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. 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.
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