Quimbaya Gold Grants Option to Sell Non-Core Berrio Project for Up to US$3.75 Million in Cash and Shares

Quimbaya signs option to sell Berrio project for up to US$3.75M, value contingent on execution.

What the company is saying

Quimbaya Gold Inc. frames the announcement as a strategic divestment of its non-core Berrio project to 37 Capital Inc. for up to US$3.75 million in cash and shares, emphasizing the transaction’s non-dilutive nature and retention of a 19.9% equity stake in the purchaser. The company positions this move as freeing up capital and technical resources for its flagship Tahami Project, highlighting ongoing drill testing and advancement of high-grade targets but providing no supporting data for these claims. The language is confident, focusing on the exclusivity of the option, the size of the land package, and the district-scale potential of its Colombian assets. The announcement details the structure of the option agreement, including deposits, share consideration, and a concurrent private placement by the purchaser. There is no discussion of operational risks, historical performance, or financial health outside the transaction. The tone is positive and forward-looking, but the core narrative relies on contingent future events rather than realised value.

What the data suggests

The disclosed figures confirm an option agreement dated August 18, 2026, granting 37 Capital Inc. the right to acquire the Berrio project for up to US$3.75 million, split between cash and shares. Immediate value to Quimbaya is limited to non-refundable deposits totaling US$250,000 during the option period. The bulk of the consideration—7,600,000 shares of the purchaser at a deemed C$0.10 per share and the remaining cash—only materializes if the option is exercised within 12 months. Quimbaya’s retained 19.9% equity interest in the purchaser is explicitly stated, but there is no valuation or liquidity analysis of this stake. The concurrent private placement by 37 Capital aims to raise up to C$300,000, but its completion and Quimbaya’s participation remain uncertain. No operational, financial, or exploration results are disclosed for either the Berrio or Tahami projects. The data quality is typical for a transaction update but insufficient for assessing ongoing financial health or operational momentum.

Analysis

The announcement is generally positive in tone, highlighting an option agreement for the potential sale of a non-core asset and the company's focus on its flagship project. The core realised fact is the signing of the option agreement, with non-refundable deposits providing some immediate value. However, the majority of the financial benefit (up to US$3.75 million) is contingent on the purchaser exercising the option within 12 months, making this a forward-looking claim. There is no disclosure of profitability, cash flow, or operational metrics, so the true_signal cannot exceed weak_positive. The language around the flagship project and district-scale potential is aspirational, with no supporting operational or financial data. The capital outlays referenced (option consideration, private placement) are modest and not paired with long-dated, uncertain returns, so the capital_intensity_flag is false. The gap between narrative and evidence is moderate: the transaction is not yet value-realising beyond the deposits, and the flagship project claims are not substantiated by measurable progress.

Risk flags

• ●The majority of the transaction value (over US$3.5 million) is contingent on the purchaser exercising the option within 12 months; if the option is not exercised, Quimbaya retains the project but only receives the non-refundable deposits. This creates uncertainty about the realisable value of the deal.
• ●No financial or operational data is provided for the flagship Tahami Project, making the claim of capital and technical resource redeployment unsubstantiated. Investors lack evidence of progress or return on the core asset.
• ●The concurrent private placement by the purchaser, intended to raise up to C$300,000, is not yet completed and may not be fully subscribed. This introduces funding risk for the purchaser and, by extension, for the transaction’s execution.
• ●The announcement omits any discussion of the financial health, liquidity, or operational capacity of 37 Capital Inc., leaving open the risk that the purchaser may not be able to complete the acquisition or meet its payment obligations.

Bottom line

Quimbaya’s option agreement to sell the Berrio project offers a potential cash and equity inflow of up to US$3.75 million, but only US$250,000 in deposits is guaranteed at this stage. The rest of the consideration depends on 37 Capital exercising the option within a year and securing its own financing, which is not assured. The company’s narrative of focusing resources on the Tahami Project is not backed by operational or financial data, so investors have no basis to assess progress or value creation there. The lack of information on the purchaser’s financial strength or the likelihood of the private placement’s success compounds execution risk. For investors, this announcement signals a possible future liquidity event but does not provide enough evidence to treat the transaction as realised value. The most important takeaway is that the deal’s upside is entirely contingent on future actions by the purchaser, and no material change to Quimbaya’s financial position has yet occurred.

Announcement summary

(CSE: QIM) (OTCQX: QIMGF) Quimbaya Gold Inc. has entered into an option agreement dated August 18, 2026 granting 37 Capital Inc. (CSE: JJJ) the exclusive right to acquire the Company's non-core Berrio project in the Department of Antioquia, Colombia, for total consideration of up to US$3.75 million in cash and shares if the option is exercised. The transaction is non-dilutive to Quimbaya, which retains an approximately 19.9% equity interest in the purchaser as of the date of this news release. Quimbaya is concentrating its capital and technical resources on its flagship Tahami Project in the Segovia Gold District, where it is drill testing a copper-molybdenum-gold porphyry system and advancing on high-grade gold and silver vein targets. The Berrio project comprises mining concession contract No. 6822 (approximately 1,218.88 hectares) together with five related mining concession applications submitted to Colombia's National Mining Agency. Under the option agreement, the purchaser may exercise the option at any time within twelve (12) months of the date of the agreement and may elect to acquire the project either by a direct transfer of the concession contract and related applications or by acquiring 100% of the issued and outstanding shares of the subsidiary. Total consideration of up to US$3.75 million is payable in a combination of cash and common shares of the purchaser, comprising a non-refundable deposit of US$100,000 and a further non-refundable deposit of US$150,000 (US$250,000 in aggregate) payable to the Company during the option period and, on closing upon exercise of the option, 7,600,000 common shares of the purchaser (representing approximately 19.9% of its issued and outstanding shares) at a deemed price of C$0.10 per share, together with the balance of the purchase price in cash. In connection with the transaction, the purchaser is undertaking a concurrent non-brokered private placement to raise up to C$300,000, in which certain arm's-length and non-arm's-length parties to Quimbaya may participate.

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