Arcus Development Group Inc. (TSXV:ADG) says shareholders approved the proposed arrangement with Core Silver Corp. (CSE:CC) at the company’s annual general and special meeting on August 25, 2026. The transaction has not yet closed and remains dependent on court approval, stock exchange approvals and other conditions under the arrangement agreement.
#Shareholders approve proposed transaction
The approved arrangement would see Core Silver acquire all issued and outstanding common shares of Arcus. If the arrangement closes, Arcus shareholders would receive one (1) Core Silver Share for each Arcus Share held immediately before the arrangement takes effect.
Shareholders representing 14,909,720 Arcus Shares attended the meeting in person or through proxy. Those holdings represented approximately 70.26% of Arcus’s issued and outstanding shares. The special resolution approving the transaction received 96.93% of the votes cast on the resolution.
#Closing remains conditional
Arcus said completion remains subject to a final order from the Supreme Court of British Columbia approving the arrangement. The transaction also requires all necessary stock exchange approvals, including Canadian Securities Exchange approval to list the Core Silver Shares that would be issued under the arrangement agreement.
The parties must also satisfy or waive the other customary closing conditions set out in the arrangement agreement. Further terms, conditions and restrictions apply under that agreement and the related shareholder materials.
Arcus said the court hearing for the final order is expected to take place before the Supreme Court of British Columbia on August 28, 2026 or shortly thereafter. Subject to receiving the final order and satisfying or waiving the remaining closing conditions, the parties expect the transaction to be completed shortly after the final order is received.
These timing and completion statements are forward-looking statements made by Arcus. The company said there can be no assurance that they will prove accurate. Factors identified by Arcus include the ability to meet all closing conditions, obtain required regulatory approvals and avoid an event that could allow either party to terminate the arrangement agreement. The company also cited changes in general economic, market and business conditions and other risks described in its public disclosure documents.
#Other meeting resolutions
Arcus shareholders approved several additional matters. These included setting the board at four directors, electing management’s director nominees and re-appointing D&H Group LLP, Chartered Professional Accountants, as the company’s auditor.
Shareholders also re-approved Arcus’s 10% rolling stock option plan and ratified the grant of an aggregate of 600,000 stock options under that plan.
#United States securities restrictions
Arcus stated that securities issued in connection with the transaction have not been and will not be registered under the United States Securities Act of 1933, as amended, or under state securities laws. Securities issuable under the transaction are expected to be issued using the exemption provided by Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws.
The company also stated that its release does not constitute an offer to sell securities or a solicitation of an offer to buy securities.
#Key Takeaways
- Arcus shareholders approved the proposed arrangement with Core Silver at the August 25, 2026 meeting.
- The special resolution received 96.93% of votes cast, with 14,909,720 Arcus Shares represented at the meeting, equal to approximately 70.26% of issued and outstanding shares.
- The proposed exchange would provide one (1) Core Silver Share for each Arcus Share held immediately before the arrangement takes effect.
- Completion remains subject to the Supreme Court of British Columbia’s final order, required stock exchange approvals and other closing conditions.
- The final-order hearing is expected on August 28, 2026 or shortly thereafter, although Arcus said there can be no assurance that the expected timing will prove accurate.
#What did Arcus shareholders approve at the meeting?
Arcus Development Group Inc. (TSXV:ADG) reported that shareholders approved the matters presented at the annual general and special meeting held on August 25, 2026. The approvals included the previously announced plan of arrangement with Core Silver Corp. (CSE:CC).
#What is the proposed transaction under the arrangement?
Under the proposed arrangement, Core Silver agreed to acquire all issued and outstanding Arcus common shares in exchange for Core Silver Shares. Upon closing, Arcus shareholders would be entitled to receive one (1) Core Silver Share for each Arcus Share held immediately before the arrangement becomes effective.
#How many Arcus shares were represented at the meeting?
Arcus shareholders holding an aggregate of 14,909,720 Arcus Shares were present in person or represented by proxy. Those holdings accounted for approximately 70.26% of the issued and outstanding Arcus Shares. The special resolution approving the transaction received 96.93% of the votes cast on the resolution.
#Has the transaction been completed?
No. Completion remains subject to the final order of the Supreme Court of British Columbia approving the arrangement, all required stock exchange approvals, including Canadian Securities Exchange approval for listing the Core Silver Shares issuable under the arrangement agreement, and the satisfaction or waiver of the other customary closing conditions set out in that agreement.
#When is the final-order hearing expected?
Arcus said the hearing for the final order is expected to take place before the Supreme Court of British Columbia on August 28, 2026 or shortly thereafter. The company said the transaction is expected to be completed shortly following receipt of the final order, subject to the final order being received and the remaining closing conditions being satisfied or waived by the parties. Arcus also stated that there can be no assurance that these forward-looking statements will prove accurate.
#What other resolutions did shareholders approve?
Shareholders approved fixing the number of directors at four, electing management’s director nominees and re-appointing D&H Group LLP, Chartered Professional Accountants, as auditor. They also re-approved Arcus’s 10% rolling stock option plan and ratified the grant of an aggregate of 600,000 stock options under the plan.
#What risks and conditions did Arcus identify?
Arcus identified the need to satisfy all closing conditions and obtain the required regulatory approvals. The company also noted that an event could occur that would permit either party to terminate the arrangement agreement. Other risks cited include changes in general economic, market and business conditions and risks described in the company’s public disclosure documents. Arcus said actual results and future events could differ materially from those anticipated in its forward-looking statements.
#What did Arcus say about United States securities registration?
Arcus said the securities to be issued under the transaction have not been and will not be registered under the United States Securities Act of 1933, as amended, or under state securities laws. The company said securities issuable in the transaction are expected to be issued in reliance on Section 3(a)(10) of the U.S. Securities Act and applicable state-law exemptions. Arcus also stated that the release does not constitute an offer to sell or a solicitation of an offer to buy securities.
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