Arcus Development Group Inc.

Arcus Development Group Inc.

August 21, 2009 17:17 ET

Arcus Closes Private Placement and Property Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 21, 2009) - Arcus Development Group Inc. (TSX VENTURE:ADG) announces that it has closed its previously announced non-brokered flow-through private placement. A total of 4,652,843 units were sold at a price of $0.13 per unit for gross proceeds of $604,870. The units consisted of one flow-through common share and one warrant. Each warrant entitles the holder to purchase one additional flow-through common share at a price of $0.20 at any time on or before August 12, 2010. All securities issued as part of this private placement are subject to a hold period until December 13, 2009.

Of the 4,652,843 units sold as part of the placement, 2,692,306 units were purchased by the MineralFields Group through MineralFields 2009 Super Flow Through Limited Partnerships 1 through 4. The MineralFields Group is based in Toronto, Ontario and has business offices at 210 - 1110 Finch Avenue West. The aggregate 2,692,306 shares purchased by the MineralFields Group as part of the units represent 14.64% of the issued and outstanding common shares of Arcus. Prior to this private placement, the MineralFields Group did not own any Arcus shares.

Pursuant to the policies of the TSX Venture Exchange, shareholder approval is required in advance of the completion of a private placement where the placement will result in the creation of a person or group controlling greater than 20% of the issued shares of a listed company (a Control Person). The Arcus shares that may be issued following the exercise of warrants acquired by the MineralFields Group under the placement could potentially result in the MineralFields Group becoming a Control Person of Arcus. To prevent the MineralFields Group from becoming a Control Person of Arcus without prior shareholder approval, the MineralFields Group and Limited Market Dealer Inc. have provided the TSX Venture Exchange and Arcus with an undertaking not to exercise any Arcus warrants if doing so will result in the MineralFields Group becoming a Control Person of Arcus.

Subject to the foregoing undertaking, the MineralFields Group has purchased Arcus shares for investment purposes only. The MineralFields Group may increase or decrease its investment in Arcus depending on market conditions and other relevant factors.

Cash finder's fees of $21,300 and $1,280 were paid to Limited Market Dealer Inc. and Canaccord Capital Corporation, respectively, related to the sale of a portion of the placement. Limited Market Dealer Inc. and Canaccord Capital Corporation were also granted 218,461 and 9,840 finder's options respectively. If exercised, the finder's options entitle the finders to receive one Arcus share at a price of $0.13 and one-half of a share purchase warrant. Each whole finder's warrant entitles the finders to purchase one Arcus share at a price of $0.20. The finder's options and the underlying finder's warrants may be exercised at any time on or before August 12, 2010.

Arcus also announces that it has received TSX Venture Exchange acceptance of its option to acquire a 50% interest in the Dawson Gold project. The Dawson Gold project consists of four claim blocks covering an area of approximately 77 square kilometres adjacent to or near the Underworld Resources Inc. White Gold and Black Fox properties in west-central Yukon (see June 10, 2009 news release).

The proceeds from the private placement and any proceeds from the exercise of the warrants will be used to fund the Company's work programs on the Dawson Gold project. Proceeds for the exercise of any of the finder's options and underlying finder's warrants will be used as general working capital.

Work programs on the four claim blocks comprising the Dawson Gold project are currently underway or will commence shortly. Preliminary results will be announced as they are received by Arcus.

On behalf of Arcus Development Group Inc.

Ian J. Talbot, President & CEO

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

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.

Contact Information