6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of June 2020

Commission File No. 000-16353

37CAPITAL INC.

(Translation of registrant's name into English)

Suite400, 570 Granville Street, Vancouver, BC, Canada V6C 3P1

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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SUBMITTED HEREWITH

Exhibit 33.1	Annual Certification of CEO
Exhibit 33.2	Annual Certification of CFO
Exhibit 99.1	Audited Annual Financial Statements December 31, 2019
Exhibit 99.2	Annual MD&A December 31, 2019

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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37Capital Inc.

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/s/ Jake H. Kalpakian

Jake H. Kalpakian

President

June 3, 2020

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CERTIFICATIONPURSUANT TO

Rule13a-14(b) and Section 1350 of Chapter 63

ofTitle18 of the United States Code (18 U.S.C. 1350).

I, Jake H. Kalpakian, certify that:

1. I have reviewed these consolidated financial statements for the year ended December 31, 2019 on Form 6-K of 37 Capital Inc.

2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
3.	Based<br> on my knowledge, the consolidated financial statements, and other financial information<br> included in this report, fairly present in all material respects the financial condition,<br> results of operations and cash flows of the company as of, and for, the periods presented<br> in this report;
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4.	The<br> Company’s other certifying officer(s) and I, are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the company, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
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b)	Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide a reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluation;<br> and
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d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the<br>period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s<br>internal control over financial reporting; and
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5.	The<br> Company’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the company’s auditors<br> and the audit committee of the company’s board of directors (or persons performing<br> the equivalent functions):
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a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> company’s ability to record, process, summarize and report financial information;<br> and
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b)	Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the company’s internal control over financial reporting.
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37Capital Inc.

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/s/ Jake H. Kalpakian

Jake H. Kalpakian

Chief Executive Officer

June 3, 2020

CERTIFICATIONPURSUANT TO

Rule13a-14(b) and Section 1350 of Chapter 63

ofTitle18 of the United States Code (18 U.S.C. 1350).

I, Neil Spellman, certify that:

1. I have reviewed these consolidated financial statements for the year ended December 31, 2019 on Form 6-K of 37 Capital Inc.

2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
3.	Based<br> on my knowledge, the consolidated financial statements, and other financial information<br> included in this report, fairly present in all material respects the financial condition,<br> results of operations and cash flows of the company as of, and for, the periods presented<br> in this report;
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4.	The<br> Company’s other certifying officer(s) and I, are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the company, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
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b)	Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide a reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
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c)	Evaluated<br> the effectiveness of the company’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures, as of the end of the period covered by this report based on such evaluation;<br> and
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d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the<br>period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s<br>internal control over financial reporting; and
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5.	The<br> Company’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the company’s auditors<br> and the audit committee of the company’s board of directors (or persons performing<br> the equivalent functions):
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a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> company’s ability to record, process, summarize and report financial information;<br> and
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b)	Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the company’s internal control over financial reporting.
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37Capital Inc.

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/s/ Jake H. Kalpakian

Jake H. Kalpakian

Chief Financial Officer

June 3, 2020

37CAPITAL INC.

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FinancialStatements

December 31,2019 and 2018

(Expressedin Canadian Dollars)

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Index	Page
Report of Independent Registered Accounting Firm	1
Financial Statements
Balance Sheets	2
Statements of Comprehensive Loss	3
Statements of Changes in Stockholders’ Deficiency	4
Statements of Cash Flows	5
Notes to Financial Statements	7 – 22

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Reportof Independent Registered Public Accounting Firm

To the shareholders and the board of directors of -37 Capital Inc.

Opinionon the Financial Statements

We have audited the accompanying balance sheets of 37 Capital Inc. (the "Company") as of December 31, 2019 and 2018, the statements of comprehensive loss, changes in shareholders’ deficiency and cash flows, for the years ended December 31, 2019, 2018 and 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2019 and 2018, and its financial performance and its cash flows for the years ended December 31, 2019, 2018 and 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

GoingConcern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

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Basisfor Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2016.

Vancouver, Canada

May 22, 2020

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37CAPITAL INC.

BalanceSheets

December31,

(Expressedin Canadian Dollars)

	2019			2018
Assets
Current
Cash	$	38		$	2,045
GST receivable		640			913
		678			2,958
Mineral Property Interests (note 5)		32,501			1
Investment		1			1
Total Assets	$	33,180		$	2,960
Liabilities and Stockholders’ Deficiency
Current
Accounts payable and accrued liabilities (note 6)	$	204,761		$	189,139
Due to related parties (note 7)		291,087			181,852
Refundable subscription (note 8)		10,000			10,000
Loan payable (note 9)		103,924			103,924
Convertible debentures (note 10)		594,191			549,191
Total Liabilities		1,203,963			1,034,106
Stockholders’ Deficiency
Capital stock (note 11)		25,857,450			25,849,950
Equity portion of convertible debentures (note 10)		33,706			33,706
Deficit		(27,061,939	)		(26,914,802	)
Total Stockholders’ Deficiency		(1,170,783	)		(1,031,146	)
Total Liabilities and Stockholders’ Deficiency	$	33,180		$	2,960

Commitments (note 14)

Subsequent events (Note 17)

See notes to the financial statements.

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37CAPITAL INC.

Statementsof Comprehensive Loss

YearsEnded December 31,

(Expressedin Canadian Dollars)

	2019			2018			2017
Expenses
Office (note 7)	$	44,058		$	63,515		$	111,434
Finance and interest (notes 7 and 10)		55,265			54,339			42,372
Legal, accounting and audit		27,204			18,090			30,246
Rent (note 7)		12,000			17,600			28,627
Regulatory and transfer fees		4,596			5,440			6,051
Consulting		879			509			823
Shareholder communication		3,135			1,363			758
		(147,137	)		(160,856	)		(220,311	)
Other Income (note 7)		—			—			36,377
Net and comprehensive Loss	$	(147,137	)	$	(160,856	)	$	(183,934	)
Basic and Diluted Loss per Common Share	$	(0.02	)	$	(0.02	)	$	(0.07	)
Weighted Average Number of Common<br> Shares Outstanding		7,116,819			6,889,421			2,782,996

See notes to the financial statements.

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37CAPITAL INC.

Statementsof Changes in Stockholders’ Deficiency

(Expressedin Canadian Dollars)

	Capital Stock
	Common Shares		Amount		Equity Portion of Convertible Debentures Reserve		Reserves			Deficit			Total Stockholders’ Deficiency
Balance, December 31, 2017	6,492,709	$	25,770,450	$	33,706	$	5,115		$	(26,759,061	)	$	(949,790	)
Net loss for the year	—		—		—		—			(160,856	)		(160,856	)
Warrants expired	—		—		—		(5,115	)		5,115			—
Warrants exercised	600,000		79,500		—		—			—			79,500
Balance, December 31, 2018	7,092,709		25,849,950		33,706		—			(26,914,802	)		(1,031,146	)
Net loss for the year	—		—		—		—			(147,137	)		(147,137	)
Shares issued for mineral property interest	100,000		7,500		—		—			—			7,500
Balance, December 31, 2019	7,192,709	$	25,857,450	$	33,706	$	—		$	(27,061,939	)	$	(1,170,783	)

See notes to the financial statements.

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37CAPITAL INC.

Statementsof Cash Flows

YearsEnded December 31,

(Expressedin Canadian Dollars)

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	2019			2018			2017
Operating Activities
Net loss	$	(147,137	)	$	(160,856	)	$	(183,934	)
Items not involving cash
Interest expense on convertible debentures		45,000			45,000			33,976
Changes in non-cash working capital (note12)		125,130			37,510			149,537
Cash provided by (used in) operating activities		22,993			(78,346	)		(421	)
Investing Activities
Purchase of mineral property interest		(25,000	)		—			—
Cash used in investing activities		(25,000	)		—			—
Financing Activities
Warrants exercised		—			79,500			—
Cash provided by financing activities		—			79,500			—
Net increase (decrease) in cash		(2,007	)		1,154			(421	)
Cash, beginning		2,045			891			1,312
Cash, ending	$	38		$	2,045		$	891

Supplemental information (note 12)

See notes to the financial statements.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

1. NATURE OF BUSINESS

37 Capital Inc. (“37 Capital” or the “Company”) was incorporated on August 24, 1984 in British Columbia, Canada. The principal business of the Company is the acquisition and exploration of exploration and evaluation assets.

The shares of the Company trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “JJJ”, and trade on the OTCQB tier of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 3200-650 West Georgia Street, Vancouver BC V6B 4P7.

2. GOING CONCERN

These financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the past three fiscal years. As of December 31, 2019, the Company has an accumulated deficit of $27,061,939 a working capital deficiency of $1,203,285 and is in default of its convertible debentures. As the Company has limited resources and no sources of operating cash flow, there can be no assurances whatsoever that sufficient funding will be available for the Company to continue operations for an extended period of time.

The application of the going concern concept is dependent upon the Company’s ability to raise sufficient funding to pay creditors and to satisfy its liabilities as they become due. Management is actively engaged in the review and due diligence on opportunities of merit and is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance whatsoever that management’s plan will be successful.

If the going concern assumption were not appropriate for these financial statements then adjustments may be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

3. BASIS OF PRESENTATION

(a) Statement of compliance

These financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

(b) Basis of presentation

These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value.

In addition, these financial statements have been prepared on the accrual basis, except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company’s functional currency.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

3. BASIS OF PRESENTATION (Continued)

(c) Approval of the financial statements

These financial statements were approved and authorized for issue by the Board of Directors on May 22, 2020.

(d) Reclassification

Certain prior period amounts in these financial statements have been reclassified to conform to current period’s presentation. These reclassifications had no net effect on the results of operations or financial position for any period presented.

(e) Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The key area of judgment applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:

•	assessment<br>of the Company’s ability to continue as a going concern and whether there are events or conditions that give rise to significant<br>uncertainty;
•	the<br>classification/allocation of expenses as exploration and evaluation expenditures or operating expenses; and
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•	the<br>determination whether there have been any events or changes in circumstances that indicate the impairment of its exploration and<br>evaluations assets.
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The key estimates applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

•	The<br>recoverability of the carrying value of exploration and evaluation assets;
•	The<br>provision for income taxes and recognition of deferred income tax assets and liabilities; and
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•	The<br>inputs in determining the liability and equity components of the convertible debentures.
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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company include the following:

(a) Financial instruments

(i) Recognition and classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

(ii) Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive loss in the period in which they arise.

Debt investments at FVTOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in other comprehensive loss (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss

Equity investments at FVTOCI

These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(a) Financial instruments (Continued)

(iii) Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

(iv) Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

Gains and losses on derecognition are generally recognized in profit or loss.

(b) Mineral property interests

Costs directly related to the acquisition, exploration and evaluation of resource properties are capitalized once the legal rights to explore the resource properties are acquired.

If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined impairment in value, the property is written down to its recoverable amount.

From time to time, the Company acquires or disposes of properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee, and accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balance of the payments received is recorded as a gain on option or disposition of mineral property.

Once the technical feasibility and commercial viability of the extraction of mineral resources are demonstrable, mineral property interests attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment. To date, none of the Company’s mineral property interests has demonstrated technical feasibility and commercial viability. The recoverability of the carrying amount of any mineral property interests is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4.SIGNIFICANT ACCOUNTING POLICIES (Continued)

(c) Impairment

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

(d) Decommissioning liabilities

An obligation to incur decommissioning and site rehabilitation costs occurs when environmental disturbance is caused by exploration, evaluation, development or ongoing production.

Decommissioning and site rehabilitation costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided when the obligation to incur such costs arises and are capitalized into the cost of the related asset. These costs are charged against operations through depreciation of the asset and unwinding of the discount on the provision.

Depreciation is included in operating costs while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the cost of the related asset. The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against operations as extraction progresses.

Changes in the measurement of a liability, which arise during production, are charged against operating profit. The discount rate used to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. To date the Company does not have any decommissioning liabilities.

(e) Income taxes

Income tax expense consisting of current and deferred tax expense is recognized to profit or loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4.SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

(f) Share-based payments

The Company grants stock options to directors, officers, employees and consultants of the Company. The fair value of share-based payments to employees is measured at grant date, using the Black-Scholes Option Pricing Model, and is recognized over the vesting period using the graded method. Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes Option Pricing Model.

For both employees and non-employees, the fair value of share-based payments is recognized as either an expense or as mineral property interests with a corresponding increase in option reserves. The amount to be recognized as expense is adjusted to reflect the number of share options expected to vest. Consideration received on the exercise of stock options is recorded in capital stock and the related share-based payment is transferred from the stock option reserve to capital stock. For unexercised options that expire, the recorded value is transferred to deficit.

(g) Convertible debentures

The liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have a conversion option. The equity component is recognized initially, as the difference between the fair value of the convertible debenture as a whole and the fair value of the liability component. Transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the convertible debenture is measured at amortized cost using the effective interest method. The equity component is not re-measured subsequent to initial recognition.

(h) Loss per share

Loss per share is calculated by dividing net loss attributable to common shares of the Company by the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per share. Under this method, the dilutive effect on earnings per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4. SIGNIFICANTACCOUNTING POLICIES (Continued)

common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

(i) Capital stock

Proceeds from the exercise of stock options and warrants are recorded as capital stock. The proceeds from the issuance of units of the Company are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to capital stock based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants. When the warrants are exercised, the related value is transferred from the warrant reserve to capital stock. For unexercised warrants that expire, the recorded value is transferred from the warrant reserves to deficit.

(j) Foreign currency translation

Amounts recorded in foreign currency are translated into Canadian dollars as follows:

(i) Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

(ii) Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

(iii) Revenues and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

Exchange differences are recognized in profit or loss in the period which they arise.

(k) Adoption of New Standards

IFRS 16, Leases

Effective January 1, 2019, the Company adopted IFRS 16 which supersedes IAS 17 Leases (“IAS 17”). The Company has applied the new standard using the modified retrospective approach with no restatement of comparative periods. There were no adjustments to retained earnings as a result of adoption. The Company has elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its previous assessment made under IAS 17 and IFRIC 4 Determining whether an arrangement contains a lease. The definition of a lease under IFRS 16 was applied only to contracts entered into or modified on or after January 1, 2019.

The Company applied the following practical expedients in adopting IFRS 16 to leases previously classified as operating leases under IAS 17:

•	Rely on<br>previous assessments on whether leases are onerous; and
•	Apply the<br>exemption to not recognize right-of-use asset and liabilities for leases where the lease term ends within 12 months of the date<br>of initial application.
---	---

On transition to IFRS 16, the Company did not recognize any lease assets or liabilities as its operating leases had a remaining term of less than 12 months from the date of initial application.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

4. SIGNIFICANTACCOUNTING POLICIES (Continued)

(l) Accounting standards issued but not yet effective

At the date of the approval of the financial statements, a number of standards and interpretations were issued but not effective. The Company considers that these new standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

5. MINERAL PROPERTY INTERESTS

	Acacia Property		Extra High Property		Total
Balance, December 31, 2017 and 2018	$	—	$	1	$	1
Acquisition costs		7,500		25,000		32,500
Balance, December 31, 2019	$	7,500	$	25,001	$	32,501

AcaciaProperty

On September 30, 2019, the Company entered into a property option agreement (the “Option Agreement”) with Eagle Plains Resources ltd. (“Eagle Plains”) to acquire a 60% interest in the Acacia Property (“Acacia Property”) in Adams Plateau Area of the Province of British Columbia. The following is required to exercise the option:

•	Issuance<br>of 100,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property NI 43-101 Technical Report;
•	Incur of<br>a total of $100,000 in property related expenditures on or before the first anniversary of the Option Agreement;
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•	Issuance<br>of 50,000 common shares to Eagle Plains and incur a total of $100,000 in property related expenditures on or before the second<br>anniversary of the Option Agreement;
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•	Issuance<br>of 50,000 common shares to Eagle Plains and incur a total of $300,000 in property related expenditures on or before the third<br>anniversary of the Option Agreement;
---	---
•	Issuance<br>of 50,000 common shares to Eagle Plains and incur a total of $750,000 in property related expenditures on or before the fourth<br>anniversary of the Option Agreement; and
---	---
•	Issuance<br>of 50,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related expenditures on or before the fifth<br>anniversary of the Option Agreement.
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Within a period of 30 days after each annual anniversary of the Option Agreement, the Company shall decide whether or not it wishes to continue with the agreement.

ExtraHigh Property

Previously the Company held a 33% interest in the Extra High Claims, located in the Kamloops Mining Divisions of the Province of British Columbia (“Extra High Property”).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

5. MINERAL PROPERTY INTERESTS (Continued)

On October 31, 2019, as amended on November 4, 2019, the Company entered into an agreement with Colt Resources Inc. (“Colt Resources”) to purchase the remaining 67% right, interest and title in and to the Extra High Property. The following is required to complete the purchase:

•	a cash consideration<br>of $100,000 of which $25,000 was paid on the closing date and the remaining balance of $75,000 is payable after eighteen months;<br>and
•	a 0.5% NSR<br>from commercial production which may be purchased by the Company at any time by making a payment of $500,000.
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The Extra High Property claims have been renewed and are to expire on December 25, 2021. The agreement can be terminated by the Company at anytime without any monetary repercussions. As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property.

The Extra High Property is subject to a 1.5% Net Smelter Royalty (“NSR”) payable to a third party, 50% of which, or 0.7%, can be purchased by the Company at any time by paying $500,000.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITES

	December 31, 2019		December 31, 2018
Trade payables	$	170,940	$	165,220
Accrued liabilities		33,821		23,919
	$	204,761	$	189,139

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7. RELATED PARTY TRANSACTIONS

As at December 31, 2019 and 2018, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2019		2018
Advances from directors (interest at prime plus 1%)	$	160,643	$	93,391
Entities controlled by directors (non-interest-bearing)		130,444		88,461
	$	291,087	$	181,852

Included in convertible debentures and accrued interest is $399,589 (2018 - $369,589) owing to the Chief Executive Officer and to a former director of the Company (note 10).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

7. RELATED PARTY TRANSACTIONS (Continued)

During the years ended December 31, 2019, 2018 and 2017, the following amounts were charged by related parties.

	2019		2018		2017
Interest charged on amounts due to related parties	$	5,452	$	4,312	$	3,301
Interest on convertible debentures		30,000		30,000		30,000
Rent charged by entities with common directors (note 14)		12,000		17,600		28,627
Office expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 14)		28,784		38,279		85,186
	$	76,236	$	90,191	$	147,114

The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement with an arm’s length party (Note 14).

During the year ended December 31, 2017, the Company executed consulting agreements with 27 Red and 4 Touchdowns, entities with former common directors, whereby the Company charged 2019 - $nil (2018 - $nil; and 2017 - $36,377) consulting fees for services provided. The consulting income has been recorded in other income. ****

8. REFUNDABLE SUBSCRIPTION

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During the year ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement totalling $45,000 and the Company refunded $35,000. As of December 31, 2019, the remaining $10,000 (2018 - $10,000) is owing and is due on demand.

9. LOAN PAYABLE

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During the year ended December 31, 2016, the Company entered into an agreement with an arm’s length party whereby the party would pay certain debts owed by the Company. The loan is non-interest bearing, unsecured and due on demand. As of December 31, 2019, the balance payable is $103,924 (2018 - $103,924).

10. CONVERTIBLE DEBENTURES FINANCING

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ConvertibleDebentures Financing 2015

On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 25%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

10. CONVERTIBLE DEBENTURES FINANCING (Continued)

During the year ended December 31, 2019, the Company recorded interest expense of $30,000 (2018 - $30,000). As of December 31, 2019, $250,000 of the convertible note is outstanding and past due plus accrued interest of $149,589 (2018 - $119,589). These convertible debentures are in default.

ConvertibleDebentures Financing 2013

During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

During the year ended December 31, 2019, the Company recorded interest expense of $15,000 (2018 - $15,000). As of December 31, 2019, $100,000 of the convertible notes are outstanding and past due plus accrued interest of $94,602 (2018 - $79,602 ). One convertible debenture is in default and another convertible debenture has been extended indefinitely.

The following table reconciles the fair value of the debentures to the carrying amount.

	Liability Component		Equity Component		Total
Balance, December 31, 2017	$	504,191	$	33,706	$	537,897
Interest accrued		45,000		—		45,000
Balance, December 31, 2018		549,191		33,706		582,897
Interest accrued		45,000		—		45,000
Balance, December 31, 2019	$	594,191	$	33,706	$	627,897

11. CAPITAL STOCK

(a) Authorized

Unlimited number of common and preferred shares without par value.

As of December 31, 2019, there are no preferred shares issued.

(b) Issued

As of December 31, 2019, there are 7,192,709 common shares issued and outstanding.

During the year ended December 31, 2019, the Company 100,000 common shares at $0.075 per share to Eagle Plain pursuant to the Acacia Property Option Agreement (Note 5).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

11. CAPITAL STOCK (Continued)

During the year ended December 31, 2018, the Company issued 600,000 shares pursuant to exercise of share purchase warrants at prices ranging from $0.12 - $0.135 per share for proceeds of $79,500.

During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors and shareholders. The Company issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,499 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share until November 2, 2022.

During the year ended December 31, 2019, Jackpot sold 3,400,000 common shares of the Company through the facilities of the Exchange (2018

• sold 800,000 units of the Company to an arm’s length party). As at December 31, 2019, Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. ****

(c) Warrants

Warrants activity is as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, December 31, 2017		5,428,318		$	0.12
Issued		3,333		$	1.50
Exercised		(600,000	)		0.13
Balance, December 31, 2018		4,824,985		$	0.12
Expired		—			—
Balance, December, 2019		4,824,985		$	0.12

As of December 31, 2019, the following warrants were outstanding:

Expiry Date	Exercise Price		Number of Warrants Outstanding
January 4, 2021		0.135		500,000
November 2, 2022		0.12		4,324,985
				4,824,985

The weighted average remaining contractual life for warrants outstanding at December 31, 2019 is 2.65 years.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

11. CAPITAL STOCK (Continued)

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(d) Stock options

The Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.

As of December 31, 2019, there were no stock options outstanding (December 31, 2018: Nil).

12. CHANGES IN NON-CASH WORKING CAPITAL

	2019		2018			2017
GST receivable	$	273	$	1,206		$	2,489
Accounts payable and accrued liabilities		15,622		(11,261	)		435,409
Due to related parties		109,235		47,565			(288,361	)
	$	125,130	$	37,510		$	149,537
Supplemental information
Non-cash items
Interest expense included in convertible debt	$	45,000	$	45,000		$	33,976
Interest expense included in due to related parties	$	5,452	$	4,312		$	3,301
Shares issued for mineral property interests	$	7,500	$	—		$	—

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13. INCOME TAXES

Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rates of 27.00% and 26.00% to income before income taxes.

For the years ended December 31,	2019			2018			2017
Loss before income taxes	$	147,137		$	160,856		$	183,934
Statutory income tax rate		27.00	%		27.00	%		26.00	%
Expected income tax benefit		39,727			43,431			47,823
Items not deductible for income tax purposes		(8	)		(82	)		—
Effect of change in tax rates		—			80,776			—
Underprovided in prior years		107,695			13,017			(125,118	)
Unrecognized benefit of deferred tax assets		(147,414	)		(137,142	)		77,295
Income tax expense	$	—		$	—		$	—

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| --- |

---

37 CAPITAL INC.
Notes to Financial Statements
Years Ended December 31, 2019 and 2018
(Expressed in Canadian Dollars)

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13. INCOME TAXES (Continued)

The Company recognizes tax benefits on losses or other deductible amounts where it is probable the Company will generate sufficient taxable income to utilize deferred tax assets. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

For the years ended December 31,	2019		2018
Excess of unused exploration expenditures over carrying value of mineral property interests	$	2,656,168	$	2,656,168
Excess of undepreciated capital cost over carrying value of fixed assets		698,593		698,593
Non-refundable mining investment tax credits		247		247
Non-capital losses carried forward		4,085,102		3,937,688
Capital losses carried forward		999,649		993,649
Unrecognized deductible temporary differences	$	8,433,759	$	8,286,345

At December 31, 2019, the Company has non-capital losses of $4,085,000 (2018 - $3,938,000), that have not been recognized and may be carried forward and applied against Canadian taxable income of future years. The non-capital losses have expiry dates as follows:

2027	$	590,000	$	590,000
2028		306,000		306,000
2029		487,000		487,000
2030		454,000		454,000
2031		336,000		336,000
2032		122,000		122,000
2033		213,000		213,000
2034		457,000		457,000
2035		344,000		344,000
2036		284,000		284,000
2037		184,000		184,000
2038		161,000		161,000
2039		147,000		—
	$	4,085,000	$	3,938,000

The Company has available approximate net capital losses of $994,000 that may be carried forward indefinitely. The Company has available resource-related deductions of approximately $2,656,000 that may be carried forward indefinitely.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

14. COMMITMENTS

(a) During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement has a three-year term with a commencement date of August 1, 2017. The annual basic rent shall be $121,396 plus estimated annual operating costs of approximately $88,000. The Company’s share of the office basic rent and operating costs shall be $28,800 plus applicable taxes per annum.

In respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company entered into an amending agreement where the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company shall pay a monthly rent of $1,000 plus applicable taxes to Jackpot, and either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

(b) The Company had an agreement for office support services with Jackpot, a company with common directors. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This agreement expired on April 30, 2018.

Effective as of May 1, 2018, the Company entered into an agreement for office support services with Jackpot for a term of one year. On May 1, 2019, the agreement was extended which expires on April 30, 2020. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes.

15. CAPITAL MANAGEMENT

The Company considers its capital to be comprised of stockholders’ deficiency and convertible debenture.

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity and debt financing. Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the year ended December 31, 2019. The Company is not subject to externally imposed capital requirements.

16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Risk management overview

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Years Ended December 31, 2019 and 2018 | | (Expressed in Canadian Dollars) |

16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

(b) Fair value of financial instruments

The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their carrying values due to the short-term maturity of these instruments.

(b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.

At December 31, 2019, the Company had cash of $38 (2018 - $2,045) available to apply against short-term business requirements and current liabilities of $1,203,963 (2018 - $1,034,106). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2019, three convertible debentures are in default, and the loan payable and the refundable subscription are due on demand.

(d) Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2019, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and fixed interest rate on the convertible debentures.

17. SUBSEQUENT EVENTS

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a) During January 2020, the Company received $20,000 of subscription funds for 400,000 flow-through units at $0.05 per unit in respect to the financing. As of the date of this report no securities have been issued.

b) In March 2020, the World Health Organization declared a global pandemic related to the virus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread stock market declines and the movement of people and goods has become restricted.

As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity or going concern uncertainty. The Company continues to work on revisions to forecasts and plans in light of the current conditions and will use these updated assumptions and forecasts in the measurement of our assets going forward.

The Company has not reflected these subsequent conditions in the measurement of assets or liabilities as at December 31, 2019.

c) The Company has renewed its office support services agreement with Jackpot for a period of one year.

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Form51-102F1

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37CAPITAL INC.

Management’s Discussion & Analysis

Audited Consolidated Financial Statements for the

Year ended December 31, 2019

Thefollowing discussion and analysis of the financial condition and financial position and results of operations of 37 Capital Inc.(the “Company” or “37 Capital”) should be read in conjunction with the annual audited consolidated financialstatements for the years ended December 31, 2019 and 2018 and the notes thereto.

Thefinancial statements, including comparatives, have been prepared using accounting policies in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’sconsolidated financial statements are expressed in Canadian (CDN) Dollars which is the Company’s functional currency. Allamounts in this MD&A are in CDN dollars unless otherwise stated.

Thefollowing information is prepared as at June 3, 2020.

Forward-LookingStatements

Certain statements contained herein are “forward-looking” and are based on the opinions and estimates of management, or on opinions and estimates provided to and accepted by management. Forward-looking statements may include, among others, statements regarding future plans, costs, projections, objectives, economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as “may”, “would”, “could”, “will”, “likely”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “hopeful”, “objective”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “optimistic” and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of significant risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections and estimations, there can be no assurance that these assumptions, projections or estimations are accurate. Readers, shareholders and investors are therefore cautioned not to place reliance on any forward-looking statements in this MD&A as the plans, assumptions, intentions, estimations, projections, expectations or factors upon which they are based might vary or might not occur. The forward-looking statements contained in this MD&A are made as of the date of this MD&A, and are subject to change after such date. The Company undertakes no obligation to update or revise any forward-looking statements, except in accordance with applicable securities laws.

Descriptionof Business

The Company is a junior mineral exploration company.

The Company was incorporated on August 24, 1984 in British Columbia, Canada. The principal business of the Company is the acquisition, exploration and, if warranted, the development of natural resource properties.

37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=825171 will give you direct access to the Company’s filings with the United States Securities and Exchange Commission (“U.S. SEC”).

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In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ”, and in the USA, the Company's common shares trade on the OTCQB tier of the OTC markets under the trading symbol “HHHEF”. The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 3200 - 650 West Georgia Street, Vancouver BC V6B 4P7. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

Pursuant to the policies of the Canadian Securities Exchange, the Company has been deemed to be inactive, and as a result, the Company’s current trading symbol is “JJJ.X”.

SelectedAnnual Information

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Selected annual information from the consolidated financial statements (audited) for the three years ended December 31, 2019, 2018 and 2017 is shown in the following table:

	Year<br> Ended December 31, 2019			Year<br> Ended December 31, 2018			Year<br> Ended December 31, 2017
Revenue	$	0			0			0
Interest income		0			0			0
Expenses		(147,137	)		(160,856	)		(220,311	)
Basic and diluted loss<br> per common share before other items		(0.02	)		(0.02	)		(0.07	)
Comprehensive<br> loss		(147,137	)		(160,856	)		(183,934	)
Total assets		33,180			2,960			3,012
Long-term financial<br> obligations		0			0			0
Cash dividends		0			0			0

Resultsof Operations

For the year ended December 31, 2019:

•	The<br> Company’s operating expenses were $147,137 as compared to $160,856 for the corresponding<br> period in 2018 and as compared to $220,311 for the corresponding period in 2017.
•	The<br> Company recorded a comprehensive loss of $147,137 as compared to a comprehensive loss<br> of $160,856 during the corresponding period in 2018 as compared to a comprehensive loss<br> of $183,934 during the corresponding period in 2017.
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•	The<br> Company’s basic and diluted loss per common share was $0.02 as compared to a basic<br> and diluted loss of $0.02 during the corresponding period in 2018 as compared to a basic<br> and diluted loss of $0.07 during the corresponding period in 2017.
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•	The<br> Company’s total assets were $33,180 as compared to $2,960 during the corresponding<br> period in 2018 as compared to $3,012 during the corresponding period in 2017.
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•	The<br> Company’s total liabilities were $1,203,963 as compared to $1,034,106 during the<br> corresponding period in 2018 as compared to $952,802 during the corresponding period<br> in 2017.
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•	The<br> Company had a working capital deficiency of $1,203,285 as compared to a working capital<br> deficiency of $1,031,148 during the corresponding period in 2018 as compared to a working<br> capital deficiency of $949,792 during the corresponding period in 2017.
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The Company is presently not a party to any legal proceedings whatsoever.

On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red Capital Inc. (“27 Red”), a formerly related company, whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement.

On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns Capital Inc. (“4 Touchdowns”), a formerly related company, whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement.

On January 13, 2017, a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s solicitor Clark Wilson LLP. On February 21, 2017, an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and JAMCO Capital Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40 was assigned to JAMCO. The Company has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial accounts and records to reflect this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. and Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.

On April 1, 2017, Mr. Bedo H. Kalpakian stepped down as the Company’s President, CEO & CFO. In replacement to Mr. Bedo H. Kalpakian, effective as of April 1, 2017 Mr. Jacob H. Kalpakian has become the President & CEO of the Company, and Mr. Neil Spellman has become the CFO of the Company.

The Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants, 1700 - 475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3. The telefax number is (604) 688-4675.

During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”), and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors. The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.12 per share for a period of five years. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.12 per share for a period of five years. The securities were subject to a hold period which expired on March 3, 2018. During September 2018, Jackpot sold 800,000 units of 37 Capital to JAMCO, an arm’s length party, and during the nine months ended September 30, 2019 Jackpot sold 3,400,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2019 Jackpot owns 49,985 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022.

At the Company’s Annual General Meeting, which was held on November 18, 2019, the Company’s shareholders passed all the resolutions presented including the re-election of Jake H. Kalpakian, Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

During January 2019, the Company announced its intention to enter into a non-brokered private placement financing to raise up to $2,500,000 by the issuance of up to 10,000,000 units of the Company. However, this proposed non-brokered private placement financing did not take place and has expired.

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During June 2019, the Board of Directors of the Company passed resolutions approving the consolidation of the Company’s share capital on a five (5) old shares for one (1) new share basis and the changing of the Company’s name from 37 Capital Inc. to “Bronx Capital Inc.”. As of the date of this MD&A, the share consolidation and the name change of the Company have not taken place.

During December 2019, the Company announced that it intends to raise funds for the Company which will consist of up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000. Each flow-through unit will consist of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one common share of the Company at a price of $0.10 per share for a period of two years. All securities that may be issued in connection with this financing will be subject to a four-month and a day hold period. This financing is subject to the approval of the Canadian Securities Exchange (CSE). In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this financing. The funds raised from this financing will be used towards exploration work expenditures on the Acacia Property, which is located in central British Columbia. During January 2020, the Company received $20,000 of subscription funds for 400,000 flow-through units at $0.05 per unit. As of the date of this MD&A, no securities have been issued.

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MineralProperties

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1.Extra High Claims

Previously the Company held a 33% interest in the Extra High Claims which are located in the Kamloops Mining Divisions of the Province of British Columbia (“Extra High Property”).

On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months. Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000. As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.

The Company withdrew from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totalling $ 51,920.64 to extend the expiry date of the Extra High Property until December 25, 2021.

The Extra High Property is subject to a 1.5% Net Smelter Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can be purchased by the Company at any time by paying $500,000.

2.Ontario Mineral Leases (Lithium)

During the year ended December 31, 2008, the Company sold all of its Ontario Mineral Leases (Lithium). In the event that at a future date the Ontario Mineral Leases (Lithium) are placed into commercial production, then the Company is entitled to receive a 0.5% gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Mineral Leases (Lithium).

3.Acacia Property

On September 30, 2019, the Company has entered into and has executed a Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company shall have the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years.

During November 2019, the Company issued 100,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.075 per share which are subject to a hold period expiring on February 5, 2020.

The Acacia Property covers an area of approximately 4,715 hectares and is located in the Adams Plateau area of British Columbia, about 60 kms northeast of Kamloops and 22 kms east of the town of Barriere.

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Investment

In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of its investment and recorded impairment of $799,999 on its investment due to nominal royalty payments received by the Company. As of the date of this MD&A, the Company does not expect to recover its investment in the Mexican gaming company.

FourthQuarter (December 31, 2019)

During the three months [fourth quarter] period ended December 31, 2019:

•	The<br> Company had a comprehensive loss of $46,782 or $ 0.01 per share as compared to a comprehensive<br> loss of $45,671 or $0.01 per share during the same three-month period (fourth period)<br> ended December 31, 2018 and as compared to a comprehensive loss of $30,082 or $0.01 per<br> share during the same three-month period (fourth period) ended December 31, 2017.
•	The<br> Company’s Operating costs were $46,782 as compared to $45,671 for the same period<br> in 2018 as compared to $66,459 for the same period in 2017.
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Summaryof Quarterly Results

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For<br> the Quarterly Periods ended:	December<br> 31, <br>2019			September<br> 30, <br>2019			June<br> 30, <br>2019			March<br> 31, <br>2019
Total<br> Revenues		0			0			0			0
Net<br> loss and comprehensive loss		(46,782	)		(32,518	)		(30,513	)		(37,324	)
Loss<br> per common share		(0.01	)		(0.00	)		(0.00	)		(0.01	)
For<br> the Quarterly Periods ended:		December<br> 31,<br> <br>2018			September<br> 30,<br> <br>2018			June<br> 30,<br> <br>2018			March<br> 31,<br> <br>2018
Total<br> Revenues		0			0			0			0
Net<br> loss and comprehensive loss		(45,671	)		(22,660	)		(35,820	)		(56,705	)
Loss<br> per common share		(0.01	)		(0.00	)		(0.01	)		(0.01	)

The Company’s business is not of a seasonal nature.

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Risksrelated to our Business

The Company, and the securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's securities:

•	The<br> Company does not anticipate to generate any revenue in the foreseeable future. In the<br> event that the Company generates any revenues in the future, then the Company intends<br> to retain its earnings in order to finance growth.
•	There<br> are a number of outstanding securities and agreements pursuant to which common shares<br> of the Company may be issued in the future. This will result in further dilution to the<br> Company's shareholders.
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•	Governmental<br> regulations, including those regulations governing the protection of the environment,<br> taxes, labour standards, occupational health, waste disposal, mine safety and other matters,<br> could have an adverse impact on the Company.
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•	Trading<br> in the common shares of the Company may be halted or suspended or may be subject to cease<br> trade orders at any time and for any reason, including, but not limited to, the failure<br> by the Company to submit documents to the Regulatory Authorities within the required<br> time periods.
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•	The<br> exploration of mineral properties involves significant risks which even experience, knowledge<br> and careful evaluation may not be able to avoid. The prices of metals have fluctuated<br> widely, particularly in recent years as it is affected by numerous factors which are<br> beyond the Company’s control including international, economic and political trends,<br> expectations of inflation or deflation, currency exchange fluctuations, interest rate<br> fluctuations, global or regional consumptive patterns, speculative activities and increased<br> production due to new extraction methods. The effect of these factors on the price of<br> metals, and therefore the economic viability of the Company’s interests in mineral<br> exploration properties cannot be accurately predicted. Furthermore, changing conditions<br> in the financial markets, and Canadian Income Tax legislation may have a direct adverse<br> impact on the Company’s ability to raise funds for its interests in mineral exploration<br> properties. A drop in the availability of equity financings will likely impede spending<br> on mineral properties. As a result of all these significant risks, it is quite possible<br> that the Company may lose its investments in the Company’s interest in the Extra<br> High Property and the Acacia Property.
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•	Due<br> to the current difficult market conditions for junior mineral exploration companies,<br> the Company may not be able to raise sufficient funds to meet its ongoing obligations.
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•	The<br> Company has outstanding debts, has working capital deficiency, has no revenues, has incurred<br> operating losses, and has no assurances whatsoever that sufficient funding can be available<br> for the Company to continue its operations uninterruptedly.
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•	In<br> respect to the Company’s investment in the Mexican gaming company, there are no<br> assurances whatsoever that in the future the Company can recover its investment or that<br> the Company can receive any royalty revenues.
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•	The<br> market price of the Company’s common shares has experienced considerable volatility<br> and may continue to fluctuate in the future. Furthermore, there is a limited trading<br> market for the Company’s common shares and as such, the ability of investors to<br> sell their shares cannot be assured.
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•	In<br> March 2020, the World Health Organization declared a global pandemic related to the virus<br> known as COVID-19. The expected impacts on global commerce are anticipated to be far<br> reaching. To date there have been significant wide-spread stock market declines and the<br> movement of people and goods has become restricted.
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As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity or going concern uncertainty. The Company continues to work on revisions to forecasts and plans in light of the current conditions and will use these updated assumptions and forecasts in the measurement of our assets going forward

Liquidityand Capital Resources

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The Company has incurred operating losses over the past three fiscal years, has limited resources, and does not have any source of operating cash flow.

During 2020, the Company shall require at least $300,000 to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.

As at December 31, 2019:

•	the<br> Company’s total assets were $33,180 as compared to $2,960 for the year ended December<br> 31, 2018 and as compared to $3,012 for the year ended December 31, 2017.
•	the<br> Company’s total liabilities were $1,203,963 as compared to $1,034,106 for the year<br> ended December 31, 2018 and as compared to $952,802 for the year ended December 31, 2017.
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•	the<br> Company had $38 in cash as compared to $2,045 in cash for the year ended December 31,<br> 2018 and as compared to $891 in cash for the year ended December 31, 2017.
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•	the<br> Company had GST receivable in the amount of $640 as compared to $913 for the year ended<br> December 31, 2018 and as compared to $2,119 for the year ended December 31, 2017.
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Sharesfor Debt Financing

During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot and Kalpakian Bros. whereby the Company issued a total number of 4,424,985 units of the Company in settlement of the Company’s outstanding debts totaling $398,249. For further particulars, please see Results of Operations of this MD&A.

PrivatePlacement Financing

There were no private placement financings during the years ended December 31, 2019 and 2018.

Warrants

As at December 31, 2019, a total of 4,824,985 warrants with a weighted average exercise price of $0.12 per warrant share were outstanding.

While there are no assurances whatsoever that warrants may be exercised, however if any warrants are

exercised in the future, then any funds received by the Company from the exercising of warrants shall be used for general working capital purposes.

Loan2016

The Company has borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company to some of its creditors. The borrowed amount of $103,924 is non-interest bearing, unsecured and is payable on demand.

RefundableSubscription

During the twelve months ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement financing totalling $45,000. The Company has refunded $35,000. As of December 31, 2019, the remaining $10,000 (2018 - $10,000) is still owing and is due on demand.

ConvertibleDebentures Financing 2015

On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.

During the year ended December 31, 2019, the Company recorded interest expense of $30,000 (2018 - $30,000). As of December 31, 2019, $250,000 of the convertible note is outstanding and past due plus accrued interest of $149,589 (2018 - $119,589). As of December 31, 2019, the two convertible debentures are in default.

ConvertibleDebentures Financing 2013

During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

Pursuant to the financing, the Company made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitled the holder to purchase one additional common share of the Company at a price of $1.50 per share until July 23, 2018 (expired). The amount of transaction costs directly attributable to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that the liability component will equal the face value of the debentures at maturity plus accrued interest.

On September 4, 2013, the amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount of $52,562.

During the year ended December 31, 2019, the Company recorded interest expense of $15,000 (2018 - $15,000). As of December 31, 2019, $100,000 of the convertible note is outstanding and past due plus accrued interest of $94,602 (2018 - $79,602). One convertible debenture is in default and another convertible debenture has been extended indefinitely.

StockOptions

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As at December 31, 2019, there were no outstanding stock options (December 31, 2018 - Nil).

As of the date of this MD&A there are no outstanding stock options.

SignificantAccounting Policies

The Annual Audited Consolidated Financial Statements for the year ended December 31, 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

The Significant Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Consolidated Financial Statements for the year ended December 31, 2019.

Effective January 1, 2019, the Company adopted IFRS 16 which supersedes IAS 17 Leases (“IAS 17”). The Company has applied the new standard using the modified retrospective approach with no restatement of comparative periods. There were no adjustments to retained earnings as a result of adoption. The Company has elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its previous assessment made under IAS 17 and IFRIC 4 Determining whether an arrangement contains a lease. The definition of a lease under IFRS 16 was applied only to contracts entered into or modified on or after January 1, 2019.

On transition to IFRS 16, the Company did not recognize any lease assets or liabilities as its operating leases had a remaining term of less than 12 months from the date of initial application.

Off-BalanceSheet Arrangements

The Company does not have any off-balance sheet arrangements.

Trends

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During the last several years commodity prices have fluctuated significantly, and should this trend continue or should commodity prices remain at current levels, then companies such as 37 Capital will have difficulty in raising funds and/or acquiring mineral properties of merit at reasonable prices.

RelatedParty Transactions

The Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.

During April 2017, the Company together with Jackpot entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement has a three-year term with a commencement date of August 1, 2017. The annual basic rent is $121,396 plus estimated annual operating costs of approximately $88,000. In respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company have agreed that the Company shall pay a monthly rent of $1,000 plus applicable taxes to Jackpot, and either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

As at December 31, 2019 and 2018, the amounts due to related parties are unsecured, payable on demand which consist of the following:

****	****	2019	****	2018
Advances<br> from directors (interest at prime plus 1%)	$	160,643	$	93,391
Entities controlled<br> by directors (non-interest-bearing)		130,444		88,461
	$	291,087	$	181,852

Included in convertible debentures is $399,589 (December 31, 2018 - $369,589) owing to the Chief Executive Officer and to a former director of the Company.

During the years ended December 31, 2019, 2018 and 2017, the following amounts were charged by related parties.

	2019		2018		2017
Interest<br> charged on amounts due to related parties	$	5,452	$	4,312	$	3,301
Interest<br> on convertible debentures		30,000		30,000		30,000
Rent<br> charged by entities with common directors		12,000		17,600		28,627
Office<br> expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors		28,784		38,279		85,186
	$	76,236	$	90,191	$	147,114

Pursuant to Debt Settlement Agreements with Jackpot and Kalpakian Bros., the Company issued 4,249,985 units of the Company to Jackpot and 175,000 units of the Company to Kalpakian Bros. For further particulars please see Results of Operations of this MD&A.

During the year ended December 31, 2017, the Company executed consulting agreements with 27 Red and 4 Touchdowns, entities with former common directors, whereby the Company charged $36,377 (2016 - $nil) consulting fees for services provided. The consulting income has been recorded in other income. As at December 31, 2017, 27 Red and 4 Touchdowns are no longer related to the Company.

On January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate of 20%. The amount of $222,006 has been recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve. The Principal amount of $250,000 together with the accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However, on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. Effective as of November 15, 2017, Bedo Kalpakian is no longer a director of the Company. As of the date of this MD&A, the Company has not repaid to the Company’s CEO Jake Kalpakian and to its former director Bedo Kalpakian the Principal amount of $250,000 together with the accrued interest.

The Company had an agreement for office support services with Jackpot. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This agreement expired on April 30, 2018. Effective as of May 1, 2018 the Company entered into a new agreement for office support services with Jackpot for a term of one year. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. The agreement expired on April 30, 2019. On May 1, 2019, the Company and Jackpot renewed the office support services agreement, and as of the date of this MD&A, the agreement has been further renewed for a period of one year which expires on April 30, 2021.

Jackpot is related to the Company by virtue of the fact that Jackpot has certain directors and officers who are also directors and officers of the Company.

During June and July 2019, Jake Kalpakian, through one of his private companies, acquired a total of 2,565,000 common shares of the Company through the facilities of the CSE.

FINANCIALINSTRUMENTS AND RISK MANAGEMENT

(a) Risk management overview

The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.

(b) Fair value of financial instruments

The fair values of cash, accounts payable and accrued liabilities and due to related parties approximate their carrying values due to the short-term maturity of these instruments.

(c) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations.

The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.

At December 31, 2019, the Company had cash of $38 (2018 - $2,045) available to apply against short-term business requirements and current liabilities of $1,203,963 (2016 - $1,034,106). All of the current liabilities are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2019, three convertible debentures are in default, and the loan payable and the refundable subscription are due on demand.

(e) Market risk

Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2019, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and fixed interest rate on the convertible debentures.

Analysis of expenses

For a breakdown of general and administrative expenditures, please refer to the Consolidated Statements of Comprehensive Loss in the Company’s Annual Audited Consolidated Financial Statements for the years ended December 31, 2019 and 2018.

CapitalStock

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Authorized<br> share capital:	Unlimited number of common<br> shares without nominal or par value
	Unlimited number of preferred shares without<br> nominal or par value

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Outstanding<br> Share Data	No.<br> of <br>Common Shares	No.<br> of <br>Preferred Shares	Exercise<br> Price <br>per Share	Expiry<br> Date
Issued<br> and Outstanding as at June 3, 2020	7,192,709	Nil	N/A	N/A
Warrants<br> as at June 3, 2020	500,000	Nil	Cdn<br> $0.13	January<br> 4, 2021
	4,324,985	Nil	Cdn<br> $0.12	November<br> 2, 2022
Fully<br> Diluted as at June 3, 2020	12,017,694	Nil

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DirectorApproval

The contents of this MD&A and the sending thereof to the Shareholders of the Company have been approved by the Company’s Board of Directors.

Outlook

Management’s efforts are directed towards pursuing opportunities of merit for the Company, and Management is hopeful that, in due course, the Company shall be able to acquire an opportunity of merit. However, there are no assurances whatsoever that Management’s efforts shall succeed.