Mr. Jake Kalpakian reports

37 CAPITAL ANNOUNCES OPTION TO PURCHASE MINERAL PROPERTY IN COLOMBIA

37 Capital Inc. has entered into an option and asset purchase agreement dated Aug. 18, 2026, with Quimbaya Gold Corp. and its wholly owned subsidiary, Golden Pacifico Exploration SAS, by which 37 Capital was granted the exclusive option to acquire an undivided 100-per-cent legal and beneficial right, title and interest in and to a mineral exploration property located in Colombia.

The property covers an area of approximately 1,218.88 hectares, together with five related mining concession applications submitted to Colombia's National Mining Agency, and is known as the Berrio project. Golden Pacifico, a company incorporated under the laws of Colombia, is the sole legal, beneficial and registered owner of the property pursuant to the mining concession contract No. 6822 registered with the National Mining Agency in Colombia.

The option is exercisable for 12 months from the date of the agreement. Quimbaya has agreed to guarantee the obligations of Golden Pacifico under the agreement. The property is subject to a 2-per-cent net smelter return royalty held by Anglo Gold Ashanti.

Project description

The Berrio project is located in the department of Antioquia, northern Colombia, the country's foremost gold district, approximately 110 kilometres east-northeast of Medellin, about a two-to-three-hour drive on a well-built paved road and 250 kilometres north-northwest of Bogota. It lies 10 kilometres east of the community of Floresta and 21 kilometres west of Puerto Berrio, a port city on the Magdalena River. The project covers approximately 8,746 hectares, a granted mining concession of 1,218.88 hectares (concession contract No. 6822), together with approximately 7,529 hectares under application.

Berrio sits at the southern end of the gold-endowed Segovia batholith, a tonalite-diorite intrusive complex, within the Minas del Vapor (El Vapor) gold district of the Segovia gold belt. This belt is the structural corridor defined by the regional, north-south Palestina fault system and its splays, which has sourced multimillion-ounce gold endowments across the belt.

Two styles of gold mineralization have been identified on the property: structurally controlled quartz-sulphide veins (pyrite/galena/chalcopyrite/sphalerite) hosted in the intrusive and metamorphic rocks and shear-zone-hosted mineralization developed in the sedimentary units. Gold is actively mined in the area today, with at least five small-scale mines in production immediately south of the property, and early exploration has already identified gold on the property itself -- mapped gold-bearing quartz-sulphide veins and gold panned from streams draining ground within concession 6822.

A 2021 helicopter-borne high-resolution magnetic and radiometric survey, together with surface mapping and sampling that returned gold-in-soil values of up to 1.67 grams per tonne, has defined a pipeline of structural drill targets. With targets defined and strong local support for mining across the district, the property is well positioned to advance to maiden drilling, subject to permitting and surface-access agreements.

A 2021 helicopter-borne magnetic and radiometric survey has defined structural drill targets, and initial metallurgical test work has returned gold recoveries of over 90 per cent.

The scientific and technical information contained in this news release has been reviewed and approved by Ricardo Sierra, BSc, MAusIMM (No. 3078246), a qualified person as defined under National Instrument 43-101, Standards of Disclosure for Mineral Projects. Mr. Sierra is Quimbaya's qualified person and is independent of the company.

Private placement

In connection with the option, the company is undertaking a non-brokered private placement of up to five million units at a price of 10 Canadian cents per unit to raise gross proceeds of up to $500,000 (Canadian). Each unit consists of one common share and one common share purchase warrant, with every two warrants exercisable to purchase one additional common share at a price of 15 cents per share for three years from the date of issuance.

Under the agreement, Quimbaya has agreed to use its reasonable best efforts to arrange for subscriptions for at least three million units in the private placement to raise gross proceeds of at least $300,000 (Canadian). The private placement has been supported by parties associated with Quimbaya, who bring direct operating experience in Colombia and detailed knowledge of the Berrio project -- aligning their interests with the project and underscoring the strength of the group advancing it.

A portion of the proceeds of the private placement will be applied toward the initial payments under the agreement, due diligence, advancement of the property and other related costs. The company may pay a finder's fee in securities in connection with the private placement.

The securities offered under the private placement and the finder securities will be subject to a hold period in accordance with applicable Canadian securities laws.

If the minimum subscription is not raised, the company will not proceed with the private placement and will terminate the agreement with Quimbaya and Golden Pacifico.

Purchase price for property

The agreement provides that the purchase price for the property will be $3.75-million (U.S.), payable by the company to Golden Pacifico as follows:

1. Subject to Quimbaya arranging the minimum subscription, a cash payment of $100,000 (U.S.) as a non-refundable deposit, payable within five business days of the date of closing of the minimum subscription;
2. Subject to Quimbaya arranging the minimum subscription, a cash payment of $150,000 (U.S.) as a further non-refundable deposit, payable not later than six months from the date of the agreement if the acquisition of the property has not by then closed;
3. If 37 Capital elects to exercise the option and acquire the property, on closing of the acquisition, it will: (i) issue to Golden Pacifico 7.6 million common shares at a deemed price of 10 Canadian cents per share; and (ii) make a final cash payment equal to the balance of the purchase price ($3.75-million (U.S.) less: (i) the cash amounts previously paid in accordance with (1) and (2) above; and (ii) the value of the consideration shares of $542,857 (U.S.) ($760,000 (Canadian))).

The option is an option only and the agreement may be terminated by the company at any time prior to exercise of the option. Completion of the acquisition by the company will be subject to a number of closing conditions, including Canadian Securities Exchange approval. If the acquisition of the property completes, a finder's fee payable in common shares of the company will be paid.

We seek Safe Harbor.