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 August 2021

Commission File No. 000-16353

37CAPITAL INC.

(Translation of registrant's name into English)

Suite303, 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 31.1	Certification of CEO
Exhibit 31.2	Certification of CFO
Exhibit 99.1	Interim Financial Statements June 30, 2021
Exhibit 99.2	Interim MD&A June 30, 2021

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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.

/s/ Jake H. Kalpakian

Jake H. Kalpakian

President

August 24, 2021.

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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<br> have reviewed these financial statements for the period ended June 30, 2021 on Form 6-K of<br> 37 Capital Inc.
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
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3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the company as of, and for, the periods presented in this report;
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4.	The<br> company’s other certifying officer and I, are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> 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 the<br> company, including its consolidated subsidiaries, is made known to us by others within those<br> 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 financial<br> reporting to be designed under our supervision, to provide a reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> 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 procedures,<br> as of the end of the period covered by this report based on such evaluation; 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 period covered by the interim report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The<br> company’s other certifying officer and I have disclosed, based on our most recent evaluation<br> of internal control over financial reporting, to the company’s auditors and the audit<br> committee of the company’s board of directors (or persons performing the equivalent<br> functions):
a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the company’s<br> ability to record, process, summarize and report financial information; and
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b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the company’s internal control over financial reporting.
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Date: August 24, 2021.

/s/ Jake H. Kalpakian

Jake H. Kalpakian

Chief Executive Officer

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CERTIFICATION PURSUANTTO

Rule 13a-14(b) andSection 1350 of Chapter 63

of Title18 of theUnited States Code (18 U.S.C. 1350).

I, Neil Spellman, certify that:

1.	I have reviewed these financial statements<br> for the period ended June 30, 2021 on Form 6-K of 37 Capital Inc.
2.	Based on my knowledge, this report does<br> not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were<br> made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements,<br> and other financial information included in this report, fairly present in all material respects<br> the financial condition, results of operations and cash flows of the company as of, and for,<br> the periods presented in this report;
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4.	The company’s other certifying officer<br> and I, are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial<br> reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and<br> 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 the<br> company, including its consolidated subsidiaries, is made known to us by others within those<br> 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 financial<br> reporting to be designed under our supervision, to provide a reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> 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 procedures,<br> as of the end of the period covered by this report based on such evaluation; 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 period covered by the interim report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The<br> company’s other certifying officer and I have disclosed, based on our most recent evaluation<br> of internal control over financial reporting, to the company’s auditors and the audit<br> committee of the company’s board of directors (or persons performing the equivalent<br> functions):
a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the company’s<br> ability to record, process, summarize and report financial information; and
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b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the company’s internal control over financial reporting.
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Date: August 24, 2021.

/s/ Neil Spellman

Neil Spellman

Chief Financial Officer

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37CAPITAL INC.

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CondensedInterim Financial Statements

SixMonths Ended June 30, 2021 and 2020

(Expressedin Canadian Dollars)

(Unaudited)

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Index	Page
Notice<br> of No Auditor Review	2
Condensed<br> Financial Statements
Condensed<br> Balance Sheets	3
Condensed<br> Statements of Comprehensive Loss	4
Condensed<br> Statements of Changes in Stockholders’ Deficiency	5
Condensed<br> Statements of Cash Flows	6
Notes<br> to Condensed Financial Statements	7<br> - 20

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Noticeof No Auditor Review of Condensed Interim Financial Statements

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed these unaudited condensed interim financial statements as at June 30, 2021 and for the six months ended June 30, 2021 and 2020.

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37CAPITAL INC.

CondensedBalance Sheets

(Expressedin Canadian Dollars)

(Unaudited)

	June<br> 30,			December<br> 31,
	2021			2020
					(audited)
Assets
Current
Cash	$	3,685		$	9
GST<br> receivable		1,002			562
		4,687			571
Mineral<br> Property Interests (note 5)		40,001			40,001
Investment		1			1
Total<br> Assets	$	44,689		$	40,573
Liabilities<br> and Stockholders’ Deficiency
Current
Accounts<br> payable and accrued liabilities	$	119,178		$	255,184
Due<br> to related parties (note 7)		18,900			308,936
Refundable<br> subscription (note 8)		—			30,000
Loan<br> payable (note 9)		50,452			103,924
Convertible<br> debentures (note 10)		444,589			639,191
Total<br> Liabilities		633,119			1,337,235
Stockholders’<br> Deficiency
Capital<br> stock (note 11)		26,624,047			25,864,950
Equity<br> portion of convertible debentures (note 10)		33,706			33,706
Deficit		(27,246,183	)		(27,195,318	)
Total<br> Stockholders’ Deficiency		(588,430	)		(1,296,662	)
Total<br> Liabilities and Stockholders’ Deficiency	$	44,689		$	40,573

see notes to condensed financial statements

Going Concern (note 2)

Commitments (note 12)

On behalf of the Board:

”JakeH. Kalpakian” (signed)

..................................................................... Director

Jake H. Kalpakian

“GregoryT. McFarlane” (signed)

..................................................................... Director

Gregory T. McFarlane

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37CAPITAL INC.

CondensedInterim Statements of Comprehensive Loss

(Expressedin Canadian Dollars)

	Three<br> Months Ended June 30						Six<br> Months Ended June 30
	2021			2020			2021			2020
Expenses
Finance<br> and interest (notes 7 and 10)		8,178			12,376			14,540			25,235
Foreign<br> exchange loss		318			—			318			—
Legal,<br> accounting and audit		400			13,276			3,223			13,276
Office,<br> rent and miscellaneous (note 7)		6,165			6,179			12,358			12,371
Regulatory<br> and transfer fees		15,891			8,495			20,426			11,329
		30,952			40,236			50,865			62,211
Net<br> and comprehensive Loss for the Period		(30,952	)		(40,326	)		(50,865	)		(62,211	)
Basic<br> and Diluted Loss per Common Share		(0.00	)		(0.03	)		(0.01	)		(0.04	)
Weighted<br> Average Number of Common <br>Shares Outstanding		3,652,224			1,423,364			4,076,417			1,423,364

see notes to condensed financial statements

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37CAPITAL INC.

Statementsof Changes in Stockholders’ Deficiency

(Expressedin Canadian Dollars)

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	Capital Stock
	<br><br><br><br><br><br>Common<br> <br>Shares			Amount		Equity Portion of Convertible Debentures Reserve		Deficit			Total Stockholders’ Deficiency
Balance,<br> December 31, 2019	1,438,542		$	25,857,450	$	33,706	$	(27,061,939	)	$	(1,170,783	)
Net<br> loss for the period	—			—		—		(62,211	)		(62,211	)
Balance,<br> June 30, 2020	1,438,542			25,857,450		33,706		(27,124,150	)		(1,232,994	)
Net<br> loss for the period	—			—		—		(71,168	)		(71,168	)
Shares<br> issued for mineral   property interest	20,000			7,500		—		—			7,500
Balance,<br> December 31, 2020	1,458,542			25,864,950		33,706		(27,195,318	)		(1,296,662	)
Net<br> loss for the period	—			—		—		(50,865	)		(50,865	)
Private<br> placement,net of issuance of costs	80,000			20,000		—		—			—
Shares<br> issued in settlement of debts	2,957,406			739,097		—		—			759,097
Fractional<br> shares adjustment	(1	)		—		—		—			759,097
Balance,<br> June 30, 2021	4,495,947		$	26,624,047	$	33,706	$	(27,246,183	)	$	(588,430	)

see notes to condensed financial statements

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37CAPITAL INC.

CondensedInterim Statements of Cash Flows

(Expressedin Canadian Dollars)

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	Six Months Ended<br> <br>June 30, 2021			Six Months Ended<br> <br>June 30, 2020
Operating<br> Activities
Net<br> loss	$	(50,865	)	$	(62,211	)
Items<br> not involving cash:
Interest<br> expense on convertible debentures		(194,602	)		22,500
		(245,467	)		(39,711	)
Changes<br> in non-cash working capital
GST/HST<br> receivable		(440	)		(959	)
Accounts<br> payable and accrued liabilities		(219,478	)		39,989
Due<br> to related parties		469,061			1,050
		249,143			40,080
Cash<br> provided by (used in) operating activities		3,676			369
Net<br> increase (decrease) in cash		3,676			369
Cash,<br> beginning of period		9			38
Cash,<br> end of period	$	3,685		$	407

see notes to condensed financial statements

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (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, exploration, and if warranted, the development of natural resource prospects.

The shares of the Company trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “JJJ.X”, and trade on the OTC Pink tier of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located at 303 – 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.

Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. All the figures as to the number of common shares, stock options, warrants, prices of issued shares, exercise prices of stock options and warrants, as well as loss per share, in the financial statements are post-consolidation amounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.

On March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, 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. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interests in a timely manner. 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 thus creating further going concern uncertainty.

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 six months (June 30, 2021 - $50,865) (June 30, 2020 - $ 62,211 ) (June 30, 2019 - $67,837) and has incurred significant losses over the past three fiscal years (December 31, 2020 - $133,379; December 31, 2019 - $147,137; December 31, 2018 - $160,856), has a deficit of $27,246,183 as at June 30, 2021 (December 31, 2020 - $27,195,318; December 31, 2019 - $27,061,939), a working capital deficiency of $628,432 (December 31, 2020 - $1,336,664; December 31, 2019 - $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.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020<br><br> <br>(Expressed in Canadian Dollars) |

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3.BASIS OF PRESENTATION

(a) Statement of compliance

These condensed interim 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 condensed interim financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements.

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

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

(c) Approval of the financial statements

These condensed interim financial statements were approved and authorized for issue by the Board of Directors on August 23, 2021.

(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 condensed interim 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:

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•	assessment<br> of the Company’s ability to continue as a going concern and whether there are events<br> or conditions that give rise to significant uncertainty;
·	the<br> classification/allocation of expenses as exploration and evaluation expenditures or operating<br> expenses; and
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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

**3.BASIS OF PRESENTATION (**Continued)

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•	the<br> determination whether there have been any events or changes in circumstances that indicate<br> the impairment of its exploration and evaluations assets.

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;<br> and
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•	The<br> inputs in determining the liability and equity components of the convertible debentures.
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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<br> fair value through profit and loss (“FVTPL”): cash
•	At<br> fair value through other comprehensive income (loss) (“FVTOCI”)
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•	Amortized<br> cost: accounts payable and accrued liabilities, due to related parties, refundable subscription,<br> loan payable and convertible debentures .
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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

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

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**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

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 recognized in profit or loss. Other net gains and losses are recognized 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 recognized 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 recognized in OCI and are never reclassified to profit or loss.

(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.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

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.

(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.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

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.

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

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

**4.SIGNIFICANT ACCOUNTING POLICIES (**Continued)

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 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) Accounting standards issued but not yet effective

At the date of the approval of the condensed interim 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 condensed interim financial statements.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

5.MINERAL PROPERTY INTERESTS

	Acacia<br> Property		Extra<br> High Property		Total
Balance,<br> December 31, 2018	$	—	$	1	$	1
Acquisition<br> costs		7,500		25,000		32,500
Balance,<br> December 31, 2019	$	7,500	$	25,001	$	32,501
Acquisition<br> costs		7,500		—		7,500
Balance,<br> December 31, 2020 and <br>June 30, 2021	$	15,000	$	25,001	$	40,001

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 20,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property NI 43-101 Technical Report;
•	Incur<br> of 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 10,000 common shares to Eagle Plains and incur a total of $100,000 in property related expenditures on or before the second anniversary<br> of the Option Agreement;
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•	Issuance<br> of 10,000 common shares to Eagle Plains and incur a total of $300,000 in property related expenditures on or before the third anniversary<br> of the Option Agreement;
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•	Issuance<br> of 10,000 common shares to Eagle Plains and incur a total of $750,000 in property related expenditures on or before the fourth anniversary<br> of the Option Agreement; and
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•	Issuance<br> of 10,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related expenditures on or before the fifth anniversary<br> 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.

On October 15, 2020, the Company entered into an amendment to the Option Agreement with Eagle Plains as the Company was not able to incur the required amount of $100,000 in property related expenditure during the 1^st^ Anniversary. The following are the amendments which are required to exercise the option:

•	Issuance<br> of 20,000 common shares (issued) to Eagle Plans.
•	Commitment<br> to incur $200,000 in property related expenditures during the 2nd period of the agreement.
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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

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5.MINERAL PROPERTY INTERESTS (Continued)

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ExtraHigh Property

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

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<br> cash consideration of $100,000 of which $25,000 was paid on the closing date and the remaining balance of $75,000 is payable after<br> eighteen months; and
•	a<br> 0.5% NSR 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 June 30, 2021, 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 0.75%, can be purchased by the Company at any time by paying $500,000.

6.ACCOUNTS PAYABLE AND ACCRUED LIABILITES

	June 30,<br> <br>2021		December<br> 31, 2020
Trade<br> payables	$	90,161	$	306,737
Accrued<br> liabilities		47,917		104,091
	$	138,078	$	410,828

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7.RELATED PARTY TRANSACTIONS

The amounts due to related parties are unsecured, payable on demand which consist of the following:

	June 30,<br> <br>2021		December<br> 31, 2020
Advances<br> from directors (interest at prime plus 1%)	$	—	$	153,291
Entities<br> controlled by directors (non-interest-bearing)		18,900		155,645
	$	18,900	$	308,936

Included in convertible debentures and accrued interest is $444,589 (June 30, 2020 - $414,589) owing to the Chief Executive Officer and to a director of the Company (note 10).

During the six months period ended June 30, the following amounts were charged by related parties.

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

7.RELATED PARTY TRANSACTIONS (Continued)

	2021		2020
Interest<br> charged on amounts due to related parties	$	70	$	2,736
Rent<br> charged by entities with common directors (note 12)		6,000		6,000
Office<br> expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 12)		6,000		6,000
	$	12,070	$	14,736

The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement, and an office support services agreement.

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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 totaling $45,000 and the Company refunded $35,000. As of December 31, 2020, the remaining $10,000 was still owing and was due on demand. On January 25, 2021, the $10,000 was settled by the issuance of 40,000 common shares at a deemed price of $0.25 per share pursuant to a debt settlement agreement dated December 11, 2020. The common shares issued were subject to a hold period which expired on May 26, 2021.

During the year ended December 31, 2020, the Company received $20,000 of subscription funds for 80,000 flow-through units of the Company at $0.25 per unit, each unit consisting of one common share and one share purchase warrant exercisable at $0.50 per share for two years. On January 15, 2021, the Company issued 80,000 flow-through units of the Company at $0.25 per unit. The securities issued were subject to a hold period which expired on May 16, 2021.

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 paid certain debts owed by the Company. The loan was non-interest bearing, unsecured and due on demand. On January 25, 2021, the principal amount of $103,924 plus accrued interest were settled by the issuance of 415,697 common shares at a deemed price of $0.25 per share pursuant to a debt settlement agreement dated December 11, 2020. The common shares issued were subject to a hold period which expired on May 26, 2021.

During May 2021, an arm’s length party has lent the Issuer the amount of $50,000. As of June 30, 2021, the loan is outstanding and has accrued interest in the amount of $452.05.

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 $1.50 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 Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

10.CONVERTIBLE DEBENTURES FINANCING (Continued)

As of June 30, 2021, the Company recorded interest expense of $15,000 (December 31, 2020 - $30,000). As of June 30, 2021, $250,000 of the convertible debentures are outstanding and are past due plus accrued interest of $194,589 (December 31, 2020 - $179,589). 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 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.

As of June 30, 2021, the Company recorded interest expense of $nil (December 31, 2020 - $15,000). On January 31, 2021, the Company issued an aggregate of 833,409 common shares of the Company at a deemed price of $0.25 per share in settlement of debts totaling $100,000 plus accrued interest pursuant to debt settlements agreement dated December 11, 2020. The common shares issued were subject to a hold period which expired on May 26, 2021.

11.CAPITAL STOCK

(a) Authorized

Unlimited number of common and preferred shares without par value.

As of June 30, 2021, there are no preferred shares issued.

(b) Issued

As of June 30, 2021, there are 4,495,947 common shares issued and outstanding.

On January 15, 2021, the Company issued 80,000 flow-through units for proceeds of $20,000. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.50 for a period of two years.   On January 25, 2021, the Company issued 2,957,406 common shares of the Company at a deemed price of $0.25 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company.

During the year ended December 31, 2020, the Company issued 20,000 common shares at $0.375 per share to Eagle Plains pursuant to the Acacia Property Option Agreement (Note 5).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Financial Statements | | Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

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11.CAPITAL STOCK (Continued)

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During the year ended December 31, 2019, Jackpot sold 680,000 common shares of the Company through the facilities of the Exchange. As at December 31, 2020, Jackpot owned 9,997 common shares in the capital of the Company. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. During the six months ended June 30, 2021, Jackpot acquired 597,380 common shares of the Company at a deemed price of $0.25 per share pursuant to a debt settlement agreement dated December 11, 2020. As of June 30, 2021, Jackpot owns 607,377 common shares in the capital of the Company representing approximately 13.51% of the Company’s issued and outstanding common shares.

(c) Warrants

Warrants activity is as follows:

	Number<br> of Warrants			Weighted<br> Average Exercise Price
Balance,<br> December 31, 2018		964,997		$	0.60
Balance,<br> December 31, 2019 and 2020		964,997		$	0.60
Expired		(100,000	)	$	0.675
Issued		80,000		$	0.25
		944,997		$	0.55

As of June 30, 2021, the following warrants were outstanding:

Expiry<br> Date	Exercise<br> Price		Number<br> of Warrants Outstanding
November<br> 2, 2022		0.60		864,997
January<br> 15, 2023		0.50		80,000
				944,997

The weighted average remaining contractual life for warrants outstanding at June 30, 2021 is 2.21 years (June 30, 2020 – 2.16 years).

(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 June 30, 2021, there were no stock options outstanding (June 30, 2020 – Nil).

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| --- | | 37 CAPITAL INC. | | --- | | Notes to Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

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12.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 had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $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 whereby the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company is required to 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 for a period of one year and has subsequently been extended up to April 30, 2022. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. Either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

13.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 six months ended June 30, 2021. The Company is not subject to externally imposed capital requirements.

14.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 Condensed Interim Financial Statements<br><br> <br>Six Months Ended June 30, 2021 and 2020 | | (Expressed in Canadian Dollars) |

14.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.

IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(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 June 30 2021, the Company had cash of $3,685 (December 31, 2020 - $9) available to apply against short-term business requirements and current liabilities of $633,119 (December 31, 2020 - $1,337,235). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of June 30, 2021, two convertible debentures are in default, and are due on demand. Liquidity risk is assessed as high.

(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 June 30, 2021, 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.

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Form 51-102F1

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37 CAPITAL INC.

Management’s Discussion & Analysis

Condensed Interim Financial Statements for the

Six months ended June 30, 2021

The following discussion and analysis of the financialcondition and financial position and results of operations of 37 Capital Inc. (the “Company” or “37 Capital”)should be read in conjunction with the condensed interim unaudited financial statements for the six months ended June 30, 2021 and 2020and the notes thereto, and the audited financial statements and notes thereto for the years ended December 31, 2020 and 2019. The condensedinterim unaudited financial statements and the notes thereto for the six months ended June 30, 2021 and 2020 have not been reviewed bythe Company’s auditors.

The condensed interim unaudited financial statements,including comparatives, have been prepared using accounting policies in accordance with International Financial Reporting Standards (“IFRS”)as issued by the International Accounting Standards Board (“IASB”). The Company’s condensed interim unaudited financialstatements are expressed in Canadian (CDN) Dollars which is the Company’s functional currency. All amounts in this MD&A arein CDN dollars unless otherwise stated.

The following information is prepared as at August 23,2021.

Forward-Looking Statements

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.

Description of 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 prospects.

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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Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. All the figures as to the number of common shares, stock options, warrants, prices of issued shares, exercise prices of stock options and warrants, as well as loss per share, in the Company’s unaudited financial statements and in this Management Discussion and Analysis are post-consolidation amounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.

In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ.X”, and in the USA, the Company's common shares trade on the OTC Pink tier of the OTC markets under the trading symbol “HHHEF”. The Company’s office is located at 303 – 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. 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.

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”.

Results of Operations

For the six months ended June 30, 2021:

•	The Company’s operating expenses were $50,865 as compared to $62,211 for the corresponding<br>period in 2020.
•	The Company recorded a net loss and comprehensive loss of $50,865 as compared to a net loss<br>and comprehensive loss $62,211 during the corresponding period in 2020.
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•	The basic and diluted loss per common share was $0.01 as compared to basic and diluted loss<br>of $0.04 during the corresponding period in 2020.
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•	The Company’s total assets were $44,689 as compared to total assets of $34,508 during<br>the corresponding period in 2020 (December 31, 2020: $$40,573).
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•	The Company’s total liabilities were $633,119_as compared<br>to total liabilities of $1,267,502 during the corresponding period in 2020 (December 31, 2020: $1,337,235).
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•	The Company had a working capital deficiency of $628,432 as compared to a working capital<br>deficiency of $1,265,496 during the corresponding period in 2020 (December 31, 2020: working capital deficiency of $1,336,664).
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The Company is presently not a party to any legal proceedings whatsoever.

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 issued 849,997 units of the Company to Jackpot at the price of $0.45 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 $0.60 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 issued 35,000 units of the Company at the price of $0.45 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 $0.60 per share for a period of five years. During September 2018, Jackpot sold 160,000 units of 37 Capital to Kape Family Holdings Inc. (formerly JAMCO Capital Partners Inc.) (“Kape”), an arm’s length party, and during the nine months ended September 30, 2019 Jackpot sold 680,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2020 Jackpot owned 9,997 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 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. Pursuant to debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, including Jackpot and the Company’s President and CEO, on January 25, 2021 the Company issued 2,957,406 common shares of the Company at a deemed price of $0.25 per common share (the “Debt Settlement Shares of the Company”). On January 25, 2021, Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired a total of 615,395 Debt Settlement Shares of the Company. As of the date of this MD&A, Jackpot owns 607,377 commons shares of the Company representing 13.51% of the Company’s issued and outstanding common shares, and the Company’s President & CEO owns directly and indirectly 614,039 common shares of the Company representing 13.66% of the Company’s issued and outstanding common shares. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

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At the Company’s Annual General Meeting, which was held on November 20, 2020, 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.

Effective as of May 1, 2021, Fred A.C. Tejada has resigned from the Board of Directors of the Company, and effective as of May 25, 2021, Mr. Bedo H. Kalpakian has been appointed as a director of the Company.

During 2019 the Company had intended to issue up to 800,000 flow-through units of the Company at a price of $0.25 per unit for gross proceeds to the Company of $200,000 in order to use the proceeds of this financing towards mineral exploration work expenditures located in the Province of British Columbia. However, due to the Covid-19 pandemic the Company was able to raise only the amount of $20,000 which the Company intends to incur towards mineral exploration work expenditures in the Province of British Columbia during the Company’s 2021 fiscal year. As such, on January 15, 2021, the Company has issued 80,000 flow-through units of the Company. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.50 for a period of two years. All securities issued in connection with this financing were subject to a hold period which expired on May 16, 2021.

Mineral Properties

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1.  Extra HighClaims

Previously the Company held a 33% interest in the Extra High Claims which are located in the Kamloops Mining Division 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 the date of this MD&A, 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 totaling $ 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).

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3. Acacia Property

On September 30, 2019, the Company 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 has the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 60,000 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 20,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.375 per share which were subject to a hold period which expired on February 5, 2020.

On October 15, 2020, the Company entered into an Amendment Agreement to the Acacia Property Option Agreement with Eagle Plains whereby the Company a) shall issue to Eagle Plains 10,000 common shares in lieu of not having incurred the required $100,000 in property related expenditures during the 1st Anniversary of the Acacia Property Option Agreement, b) shall issue to Eagle Plains an additional 10,000 common shares in order to continue with the 2nd Period of the Acacia Property Option Agreement, and c) has made a firm commitment to incur a total amount of $200,000 in property related expenditures during the 2nd Period of the Acacia Property Option Agreement. All the other terms and conditions of the Acacia Property Option Agreement shall remain unchanged and shall be in full force and effect. Consequently, on October 16, 2020, the Company issued 20,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.375 per share which were subject to a hold period which expired on February 17, 2021.

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 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.

Second Quarter (June 30, 2021)

•	The Company had a net loss and comprehensive loss of $30,952<br>or $0.00 per share as compared to a net loss and comprehensive loss of $40,326 or $ 0.03 per share per share during the same three month<br>[second quarter] period ended June 30, 2020.
•	The Company’s Operating costs were $30,952 as compared<br>to $40,326 for the same three month [second quarter] period ended June 30, 2020.
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Summary of Quarterly Results

	June 30,			March 31,			December 31,			September 30,
	2021			2021			2020			2020
For the Quarterly Periods ended:
Total Revenues		0			—			—			—
Net loss and comprehensive loss		(30,952	)		(19,913	)		(45,030	)		(26,138	)
Loss per share		(0.00	)		(0.01	)		(0.03	)		(0.02	)
		June 30,			March 31,			December 31,			September 30,
		2020			2020			2019			2019
For the Quarterly Periods ended:
Total Revenues		—			—			—			—
Net loss and comprehensive loss		(40,236	)		(21,885	)		(46,782	)		(32,518	)
Loss per share		(0.03	)		(0.02	)		(0.02	)		(0.02	)

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

Risks related 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 Company does not anticipate to generate any revenue in the foreseeable future. In the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance growth.

• There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.

• Governmental regulations, including those regulations governing the protection of the environment, taxes, labour standards, occupational health, waste disposal, mine safety and other matters, could have an adverse impact on the Company.

• Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade orders at any time and for any reason, including, but not limited to, the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.

• The exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid. The prices of metals have fluctuated widely, particularly in recent years as it is affected by numerous factors which are beyond the Company’s control including international, economic and political trends, expectations of inflation or deflation, currency exchange fluctuations, interest rate fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction methods. The effect of these factors on the price of metals, and therefore the economic viability of the Company’s interests in mineral exploration properties cannot be accurately predicted. Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its interests in mineral exploration properties. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all these significant risks, it is quite possible that the Company may lose its investments in the Company’s interests in the Extra High Property and the Acacia Property.

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• The Company has outstanding debts, has working capital deficiency, has no revenues, has incurred operating losses, and has no assurances whatsoever that sufficient funding can be available for the Company to continue its operations uninterruptedly.

• In respect to the Company’s investment in the Mexican gaming company, there are no assurances whatsoever that in the future the Company can recover its investment.

• The market price of the Company’s common shares has experienced considerable volatility and may continue to fluctuate in the future. Furthermore, there is a limited trading market for the Company’s common shares and as such, the ability of investors to sell their shares cannot be assured.

• In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, 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. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interests in a timely manner. The impact on 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 thus creating further going concern uncertainty.

Liquidity and 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 2021, the Company shall require at least $400,000 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 June 30, 2021:

•	the Company’s total assets were $44,689 as compared<br>to $34,508 for the corresponding period in 2020 (December 31, 2020: $40,573).
•	the Company’s total liabilities were $633,119<br>as compared to $1,267,502 for the corresponding period in 2020 (December 31, 2020: $1,337,235).
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•	the Company had $3,685 in cash as compared to $407 in<br>cash for the corresponding period in 2020 (December 31, 2020: $9).
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•	the Company had GST/HST receivable in the amount of<br>$1,002 as compared to $1,599 for corresponding period in 2020 (December 31, 2020: $562).
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Shares for Debt Financing

Pursuant to debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, on January 25, 2021, the Company issued 2,957,406 common shares of the Company (the “Debt Settlement Shares of the Company”) at a deemed price of $0.25 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

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Private Placement Financing

There were no private placement financings during the year ended December 31, 2020 and 2019.

As at June 30, 2021, the Company issued 80,000 flow-through units of the Company. Each flow-through unit consists of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.50 for a period of two years. All securities issued in connection with this financing were subject to a hold period which expired on May 16, 2021.

Loan Payable

The Company had 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 was non-interest bearing, unsecured and was payable on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 415,697 common shares of the Company at a deemed price of $0.25 per shares in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

During May 2021, an arm’s length party has lent the Issuer the amount of $50,000. As of June 30, 2021, the loan is outstanding and has accrued interest in the amount of $452.05.

Refundable Subscription

During the twelve months ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement financing totaling $45,000 and the Company refunded $35,000. As of December 31, 2020, the remaining $10,000 was still owing and was due on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 40,000 common shares of the Company at a deemed price of $0.25 per share in full settlement of the $10,000 refundable subscription (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

Convertible Debentures 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.

As at June 30, 2021, the Company recorded interest expense of $15,000 (December 31, 2020 - $30,000). As of June 30, 2021, $250,000 of the convertible debentures are outstanding and are past due plus accrued interest of $194,589 (December 31, 2020 -$179,589). As of the date of this MD&A, the two convertible debentures are in default.

Convertible Debentures 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 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.

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Pursuant to the financing, the Company made cash payments of $48,000 and issued 400 common shares of the Company and 667 agent warrants of the Company with fair value of $8,115 as finders’ fees. The agent warrants expired unexercised. 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. On September 4, 2013, the amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest were converted into 122,145 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount of $52,562.

As at June 30, 2021, the Company recorded interest expense of $nil (December 31, 2020 - $15,000). Pursuant to debt settlement agreements dated December 11, 2020 with the Company and the two debenture holders, on January 25, 2021, the Company issued a total of 833,409 common shares of the Company to the two debenture holders in full settlement of debts totaling the amount of $208,352.20 (the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

Warrants

As at June 30, 2021, a total of 944,997 warrants with exercise prices ranging from $0.50 to $0.60 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.

Stock Options

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As at June 30, 2021, there were no outstanding stock options (December 31, 2020 – Nil).

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

Significant Accounting Policies

The condensed interim financial statements for the six months ended June 30, 2021 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 condensed interim financial statements were prepared in accordance with International Accounting Standard 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements.

The Significant Accounting Policies are detailed in Note 4 of the Company’s condensed interim financial statements for the six months ended June 30, 2021.

Off-Balance Sheet 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.

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Related Party 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, 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 had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $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 whereby the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company is required to 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.

The amounts due to related parties are unsecured, payable on demand which consist of the following:

	June 30,<br> <br>2021		December 31, 2020
Advances from directors (interest at prime plus 1%)	$	—	$	153,291
Entities controlled by directors (non-interest-bearing)		18,900		155,645
	$	18,900	$	308,936

Included in convertible debentures and accrued interest is $444,589 (June 30, 2020 - $414,589) owing to the Chief Executive Officer and to a director of the Company.

During the six months period ended June 30, the following amounts were charged by related parties.

	2021		2020
Interest charged on amounts due to related parties	$	70	$	2,736
Rent charged by entities with common directors		6,000		6,000
Office expenses charged by, and other expenses paid on behalf of the Company by a company with common directors		6,000		6,000
	$	12,070	$	14,736

Pursuant to Debt Settlement Agreements dated December 11, 2020 with Jackpot, Jake Kalpakian, Kalpakian Bros. and 30 Rock Management Inc. (“30 Rock”), a private company controlled by Jake Kalpakian, during January 2021 the Company issued 597,380 common shares of the Company to Jackpot; 83,979 common shares to Jake Kalpakian; 301,652 common shares to Kalpakian Bros. and 229,764 common shares of the Company to 30 Rock (collectively the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

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 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.. As of the date of this MD&A, the Company is in default as the Company has not repaid to the two directors the Principal amount of $250,000 and the accrued interest.

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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, 2022. Either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.

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.

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.

(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.

IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

(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 June 30, 2021, the Company had cash of $3,685 (December 31, 2020 - $9) available to apply against short-term business requirements and current liabilities of $633,119 (December 31, 2020 - $1,337,235). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of June 30, 2021, two convertible debentures are in default, and are due on demand. Liquidity risk is assessed as high.

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| --- | | (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 June 30, 2021, 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 Statements of Comprehensive Loss in the Company’s condensed interim financial statements as at June 30, 2021 and 2020.

Capital Stock

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

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Outstanding Share Data	No. of Common Shares	No. of Preferred Shares	Exercise Price per Share	Expiry Date
Issued and Outstanding as at<br><br> <br>August 23, 2021	4,495,947	Nil	N/A	N/A
Warrants as at August 23, 2021	864,997<br><br> <br>80,000	Nil	Cdn $0.60<br><br> <br>Cdn $0.50	November 2, 2022 January 15, 2023
Fully Diluted as at<br><br> <br>August 23, 2021	5,440,944	Nil

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Director Approval

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.

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