Arcus Development Group Inc.
TSX VENTURE : ADG

Arcus Development Group Inc.

January 23, 2015 05:30 ET

Arcus Announces Private Placement to Existing Shareholders

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 23, 2015) - Arcus Development Group Inc. ("Arcus") (TSX VENTURE:ADG) announces that it intends to raise up to $100,000 by way of a non-brokered private placement (the "Offering") of units ("Units") at a price of $0.02 per Unit. Subject to certain limitations discussed below, the Offering is open to all existing Arcus shareholders. The Offering is subject to TSX Venture Exchange ("Exchange") final acceptance.

Any existing Arcus shareholders interested in participating in the Offering should contact Arcus using the contact information set out below.

The Offering

The maximum Offering is 5,000,000 Units for gross proceeds of $100,000. The Offering is not subject to any minimum aggregate subscription. Each Unit will consist of one common share in the capital of Arcus and one share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one Arcus common share for a period of two years at a price of $0.05 per share.

A finder's fee of cash, Arcus common shares or finder's warrants, or a combination thereof, may be paid to eligible finders with respect to any portion of the Offering that is not subscribed for by existing shareholders.

The proceeds of the Offering will be used by Arcus as future working capital. Arcus has no current debt and there are no outstanding amounts payable to any related parties. No portion of the Offering proceeds will be used to pay management fees or salaries. Assuming the entire $100,000 Offering is sold, working capital expenditures over the next 12 months will consist of the following: (i) legal and transfer agent fees ($15,000); (ii) financial audit ($12,000); (iii) regulatory fees ($6,000); (iv) general operating expenses (office rent, telephone, website, insurance) ($30,000); and (v) unallocated working capital ($37,000).

Unless unforeseen events or opportunities arise, the use of proceeds from the Offering will be as described above. In the event that less than the full $100,000 Offering is subscribed for, the amount retained as unallocated working capital will be decreased accordingly.

The Arcus securities issued as part of the Offering will be subject to a hold period expiring four months and one day from the date of issuance of such securities.

Existing Shareholder Exemption

Depending on demand and regulatory requirements, a portion of the Offering may be made in accordance with the provisions of the existing shareholder exemption (the "Existing Shareholder Exemption") contained in Multilateral CSA Notice 45-313 and the various corresponding blanket orders and rules of participating jurisdictions (the Existing Shareholder Exemption is not available in Ontario or Newfoundland and Labrador). In addition to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions, including sales to accredited investors, family and close personal friends and business associates of directors and officers of Arcus.

Arcus has set January 22, 2015 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the Record Date, a shareholder of Arcus (and still are a shareholder). The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment. Unless Arcus determines to increase the gross proceeds of the Offering and receives Exchange approval for such increase, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering amount of $100,000, Units will be allocated pro rata amongst all subscribers qualifying under all available exemptions.

On behalf of Arcus Development Group Inc.

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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