HHHEF 0001607062-22-000322 6-K Filing: May 5, 2022

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 May 2022

Commission File No. 000-16353

37CAPITAL INC.

(Translation of registrant's name into English)

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

(Address of principal executive office)

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

Form 20-F ☒ Form 40-F ☐

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

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

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SUBMITTED HEREWITH

Exhibit 99.1 Audited Annual Financial Statements December 31, 2021

Exhibit 99.2 Annual MD&A December 31, 2021

Exhibit 99.3 CEO Certification for December 31, 2021

Exhibit 99.4 CFO Certification for December 31, 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.

37 CapitalInc.

“Jake H. Kalpakian”

Jake H. Kalpakian

President

May 5, 2022.

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37 CAPITAL INC.

Audited Financial Statements

December 31, 2021 and 2020

(Expressed in Canadian Dollars)

Report<br> of Independent Registered Public Accounting Firm	1
Financial<br> Statements
Balance<br> Sheets	3
Statements<br> of Comprehensive Loss	4
Statements<br> of Changes in Stockholders’ Deficiency	5
Statements<br> of Cash Flows	6
Notes<br> to Financial Statements	7-23

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying balance sheets of 37 Capital Inc. (the "Company") as of December 31, 2021 and 2020, the statements of comprehensive loss, changes in stockholders’ deficiency and cash flows, for the years ended December 31, 2021, 2020 and 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2021 and 2020, and its financial performance and its cash flows for the years ended December 31, 2021, 2020 and 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and has a working capital deficiency. The Company has limited resources and no sources of cash from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

Basis for Opinion

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

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

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

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

/s/DMCL LLP

DALE MATHESON CARR-HILTON LABONTE LLP

CHARTERED PROFESSIONAL ACCOUNTANTS

We have served as the Company’s auditor since 2016 Vancouver, Canada

May 4, 2022

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37 CAPITAL INC.

Balance Sheets

December 31,

(Expressedin Canadian Dollars)

As<br> at	2021			2020
Assets
Current
Cash	$	1,611		$	9
GST<br> receivable		502			562
		2,113			571
Mineral<br> Property Interests (note 5)		—			40,001
Investment<br> (note 17)		—			1
Total<br> Assets	$	2,113		$	40,573
Liabilities<br> and Stockholders’ Deficiency
Current
Accounts<br> payable and accrued liabilities (note 6)	$	150,001		$	255,184
Due<br> to related parties (note 7)		34,756			308,936
Refundable<br> subscription (note 8)		—			30,000
Loan<br> payable (note 9)		52,973			103,924
Convertible<br> debentures (note 10)		459,589			639,191
Total<br> Liabilities		697,319			1,337,235
Stockholders’<br> Deficiency
Capital<br> stock (note 11)		27,511,269			25,864,950
Equity<br> portion of convertible debentures (note 10)		33,706			33,706
Deficit		(28,240,181	)		(27,195,318	)
Total<br> Stockholders’ Deficiency		(695,206	)		(1,296,662	)
Total<br> Liabilities and Stockholders’ Deficiency	$	2,113		$	40,573

Going Concern (note 2)

Commitments (note 14)

On behalf of the Board:

”JakeH. Kalpakian” (signed)

Jake H. Kalpakian, Director

“GregoryT. McFarlane” (signed)

Gregory T. McFarlane, Director

Theaccompanying notes form an integral part of these financial statements.

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37 CAPITAL INC.

Statements of Comprehensive Loss

Years Ended December 31,

(Expressed in Canadian Dollars)

	2021			2020			2019
Expenses
Finance<br> and interest (notes 7, 9 and 10)	$	36,227		$	54,618		$	55,265
Foreign<br> exchange loss		318			—			—
Legal,<br> accounting and audit		21,545			31,702			27,204
Office,<br> rent and miscellaneous (note 7)		26,133			39,847			56,058
Regulatory<br> and transfer fees		30,992			3,340			4,596
Consulting		—			—			879
Travel,<br> meals and entertainment		12			—			—
Loss<br> on debt settlement (note 11)		887,222			—			—
Impairment<br> loss (note 5 and 17)		40,002			—			—
Shareholder<br> communications		2,412			3,872			3,135
		1,044,863			133,379			147,137
Net<br> and comprehensive Loss for the Year	$	(1,044,863	)	$	(133,379	)	$	(147,137	)
Basic<br> and Diluted Loss per Common Share	$	(0.24	)	$	(0.09	)		(0.10	)
Weighted<br> Average Number of Common Shares Outstanding		4,287,906			1,427,571		$	1,423,364

Theaccompanying notes form an integral part of these financial statements.

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37 CAPITAL INC.

Statementsof Changes in Stockholders’ Deficiency

(Expressedin Canadian Dollars)

	Capital<br> Stock
****	Common Shares	****	****	Amount	****	Equity Portion of Convertible Debentures Reserve	****	Deficit	****	****	Total Stockholders’ Deficiency	****
Balance,<br> December 31, <br>2018	1,418,542		$	25,849,950	$	33,706	$	(26,914,802	)	$	(1,031,146	)
Net<br> loss for the year	—			—		—		(147,137	)		(147,137	)
Shares<br> issued for mineral property interest	20,000			7,500		—		—			7,500
Balance,<br> December 31, <br>2019	1,438,542			25,857,450		33,706		(27,061,939	)		(1,170,783
Net<br> loss for the year	—			—		—		(133,379	)		(133,379	)
Shares<br> issued for mineral property interest	20,000			7,500		—		—			7,500
Balance,<br> December 31, <br>2020	1,458,542			25,864,950		33,706		(27,195,318	)		(1,296,662	)
Net<br> loss for the year	—			—		—		(1,044,863	)		(1,044,863	)
Private<br> placement, net of issuance of costs	80,000			20,000		—		—			20,000
Shares<br> issued in settlement of debts, net of issuance of costs	2,957,406			1,626,319		—		—			1,626,319
Fractional<br> share <br>adjustment	(1	)		—		—		—			—
Balance,<br> December 31, <br>2021	4,495,947		$	27,511,269	$	33,706	$	(28,240,181	)	$	(695,206	)

Theaccompanying notes form an integral part of these financial statements.

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37 CAPITAL INC.

Statementsof Cash Flows Years Ended December 31,

(Expressedin Canadian Dollars)

	2021			2020			2019
Operating<br> Activities
Net<br> loss	$	(1,044,863	)	$	(133,379	)	$	(147,137	)
Items<br> not involving cash:
Interest<br> expense on loan and convertible debentures		31,723			45,000			45,000
Impairment<br> loss of investment (note 17)		1			—			—
Impairment<br> loss of mineral property (note 5)		40,001			—			—
Loss<br> on debt settlement		887,222
		(85,916	)		(88,379	)		(102,137	)
Changes<br> in non-cash working capital (note 12)		37,489			88,350			125,130
Cash<br> provided by (used in) operating activities		(48,427	)		(29	)		22,993
Investing<br> Activities
Purchase<br> of mineral property interest		—			—			(25,000	)
Cash<br> used in investing activities		—			—			(25,000	)
Financing<br> Activities
Share<br> issue cost		(254	)		—			—
Proceeds<br> from loan payable		50,000			—			—
Proceed<br> from related party loan		44,240			—			—
Repayment<br> of loan from related party		(43,957	)		—			—
Cash<br> provided by financing activities		50,029			—			—
Net<br> increase (decrease) in cash		1,602			(29	)		(2,007	)
Cash,<br> beginning		9			38			2,045
Cash,<br> ending	$	1,611		$	9		$	38
The<br> accompanying notes form an integral part of these financial statements.

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Notesto Financial Statements

YearsEnded December 31, 2021 and 2020

(Expressedin 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.

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 interest 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 three fiscal years. As of December 31, 2021, the Company has an accumulated deficit of $28,240,181, and a working capital deficiency of $695,206. 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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37CAPITAL INC.

Notesto Financial Statements

YearsEnded December 31, 2021 and 2020

(Expressedin Canadian Dollars)

BASIS OF PRESENTATION

(a) Statement of compliance

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

(b) Basis of presentation

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

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

These financial statements were approved and authorized for issue by the Board of Directors on May 4, 2022.

(d) Reclassification

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

(e) Use of estimates and judgments

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

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

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

•	assessment<br> of the Company’s ability to continue as a going concern and whether there are events<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
---	---
•	the<br> determination whether there have been any events or changes in circumstances that indicate<br> the impairment of its exploration and evaluations assets.
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37CAPITAL INC.

NotesFinancial Statements

YearsEnded December 31, 2021 and 2020

(Expressedin Canadian Dollars)

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

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
---	---
•	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”)
---	---
•	Amortized<br> cost: accounts payable and accrued liabilities, due to related parties, refundable subscription,<br> loan payable and convertible debentures.
---	---

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

(ii) Measurement

Financial assets and liabilities at amortized cost

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

Financial assets and liabilities at FVTPL

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

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

**4. SIGNIFICANTACCOUNTING POLICIES (**Continued)

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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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

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

From time to time, the Company acquires or disposes 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, the Company’s mineral property interest has not 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.

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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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

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 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.

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37 CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

(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<br> assets and liabilities, at the rate of exchange in effect as at the balance sheet date;
(ii)	Non-monetary<br> assets and liabilities, at the exchange rates prevailing at the time of the acquisition of<br> the assets or assumption of the liabilities; and
---	---
(iii)	Revenues<br> and expenses (excluding amortization, which is translated at the same rate as the related<br> 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 financial statements, a number of standards and interpretations were issued but not effective. The Company considers that these new standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

5.MINERAL PROPERTY INTERESTS

****	Acacia Property			Extra 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	$	15,000		$	25,001		$40,001
Impairment		(15,000	)		(25,001	)	(40,001)
Balance,<br> December 31, 2021	$	—		$	—		$-

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 was required to exercise the option:

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

Within a period of 30 days after each annual anniversary of the Option Agreement, the Company was required to decide whether or not it wishes to continue with the Option Agreement.

On October 15, 2020, the Company entered into an amendment agreement 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 were 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.
---	---

During November 2021, by mutual consent, the Company and Eagle Plains terminated the Option Agreement dated September 30, 2019 and the Amendment Agreement to the Option Agreement dated October 15, 2020. Accordingly, the Company recorded an impairment loss of $15,000.

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

5.MINERAL PROPERTY INTERESTS (Continued)

Extra High 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<br> balance of $75,000 is payable after eighteen months (unpaid); and
•	a<br> 0.5% NSR from commercial production which may be purchased by the Company at any time by<br> making a payment of $500,000.
---	---

The Extra High Property claims are to expire on July 31, 2022. The agreement can be terminated by the Company at anytime without any monetary repercussions. As at December 31, 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.

During the year ended December 31, 2021, the Company recorded an impairment loss of $25,001 as the Company has decided not to conduct any further exploration work on the Extra High Property.

6.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

****	December 31, 2021		December 31, 2020
Trade<br> payables	$	77,549	$	151,093
Accrued<br> liabilities		72,452		104,091
	$	150,001	$	255,184

7.RELATED PARTY TRANSACTIONS

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

	December<br> 31, 2021		December<br> 31, 2020
Advances<br> from directors (interest at prime plus 1%)	$	—	$	153,291
Entities<br> controlled by directors (non-interest-bearing)		34,756		155,645
	$	34,756	$	308,936

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37 CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

7.RELATED PARTY TRANSACTIONS (Continued)

Included in convertible debentures and accrued interest is $459,589 (2020 - $429,589) owing to the Chief Executive Officer and to a director of the Company (note 10).

During the years ended December 31, the following amounts were charged by related parties.

	2021		2020		2019
Interest<br> charged on amounts due to related parties	$	275	$	4,733	$	5,452
Interest<br> on convertible debentures		30,000		30,000		30,000
Rent<br> charged by entities with common <br>directors (note 14)		12,000		12,000		12,000
Office<br> expenses charged by, and other expenses paid on behalf of the Company by <br>a company with common directors (note 14)		13,901		12,000		28,784
	$	56,176	$	58,733	$	76,236

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 (Note 14).

8.REFUNDABLE SUBSCRIPTION

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 owing and was due on demand. On January 25, 2021, the $10,000 was settled by the issuance of 40,000 common shares with a fair value of $0.55 per share pursuant to a debt settlement agreement dated December 11, 2020. A loss of $12,000 was recognized by the Company. 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

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 with a fair value of $0.55 per share pursuant to a debt settlement agreement dated December 11, 2020. The Company recognized a loss of $124,709 by the Company, 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 Company the amount of $50,000. As of December 31, 2021, the loan is outstanding and has accrued interest in the amount of $2,973.

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

CONVERTIBLE DEBENTURES FINANCING

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.

On October 29, 2021 the Company entered into an Addendum to the convertible debentures whereby the maturity date of the principal amount totaling $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely, until mutual consent of the Company and Lender has been reached.

At December 31, 2021, the Company recorded interest expense of $30,000 (2020 - $30,000). As of December 31, 2021, $250,000 of the convertible debentures are outstanding plus the accrued interest of $209,589 (2020 - $179,589).

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 had a maturity date of 18 months from the date of closing, and bore 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.

During the year ended December 31 2021, the Company recorded interest expense of $nil (2020 - $15,000). Pursuant to debt settlement agreements dated December 11, 2020 in respect to the convertible debentures 2013, on January 25, 2021 the Company issued an aggregate of 833,409 common shares of the Company with a fair value of $0.55 per share in settlement of the outstanding convertible debentures 2013 totaling $100,000 plus accrued interest. The Company recognized a loss of $250,023. The common shares issued were subject to a hold period which expired on May 26, 2021.

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

	Liability<br> Component			Equity<br> Component		Total
Balance,<br> December 31, 2019	$	594,191		$	33,706	$	627,897
Interest<br> accrued		45,000			—		45,000
Balance,<br> December 31, 2020		639,191			33,706		672,897
Interest<br> accrued		30,000			—		30,000
Shares<br> for debt issue		(209,602	)		—		(209,602	)
Balance,<br> December 31, 2021	$	459,589		$	33,706	$	493,295

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

(a) Authorized

Unlimited number of common and preferred shares without par value. As of December 31, 2021, there are no preferred shares issued.

(b) Issued

As of December 31, 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 price of $0.25 per common share in settlement of debts totaling the amount of $739,351 to certain creditors, including to a related party and a director and officer of the Company. The fair value of the 2,957,406 common shares was $1,626,573. As a result, the Company recorded a loss on debt settlement of $887,222.

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).

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 January 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 December 31, 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.

Warrants activity is as follows:

			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		$	0.50
Balance,<br> December 31, 2021	944,997		$	0.59

As of December 31, 2021, the following warrants were outstanding:

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| --- |

37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

Expiry<br> Date
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 December 31, 2021 is 0.86 years (2020 -1.65 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 December 31, 2021, there were no stock options outstanding (2020 – Nil).

12.CHANGES IN NON-CASH WORKING CAPITAL

	2021		2020		2019
GST<br> receivable	$	60	$	78	$	273
Accounts<br> payable and accrued liabilities		8,698		226,068		15,622
Due<br> to related parties		28,731		137,796		109,235
	$	37,489	$	88,350	$	125,130
Supplemental<br> information
Non-cash<br> items
Interest<br> expense included in convertible debt	$	30,000	$	45,000	$	45,000
Interest<br> expense included in due to related parties	$	—	$	3,961	$	5,452
Shares<br> issued for mineral property interests	$	—	$	7,500	$	7,500
Shares<br> issued for debt	$	1,626,319		—		—

13.INCOME TAXES

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

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

13.INCOME TAXES (Continued)

For<br> the years ended December 31,	2021			2020			2019
Loss<br> before income taxes	$	1,044,863		$	133,379		$	147,137
Statutory<br> income tax rate		27.00	%		27.00	%		27.00	%
Expected<br> income tax benefit		(282,113	)		36,012			39,727
Items<br> not deductible for income tax purposes		250,350			—			(8	)
Underprovided<br> in prior years		117,667			97,367			107,695
Unrecognized<br> benefit of deferred tax assets		(85,905	)		(133,379	)		(147,414	)
Income<br> tax expense	$	—		$	—		$	—

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

For<br> the years ended December 31,	2021		2020
Excess<br> of unused exploration expenditures over carrying value of mineral property interests	$	2,656,168	$	2,656,168
Excess<br> of undepreciated capital cost over carrying value of fixed assets		698,593		698,593
Non-refundable<br> mining investment tax credits		247		247
Non-capital<br> losses carried forward		4,336,148		4,218,481
Capital<br> losses carried forward		993,649		993,649
Unrecognized<br> deductible temporary differences	$	8,684,805	$	8,567,138

At December 31, 2021, the Company has non-capital losses of $4,336,148 (2020 - $4,218,000), that have not been recognized and may be carried forward and applied against Canadian taxable income of future years. The non-capital losses have expiry dates as follows:

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37 CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

13.INCOME TAXES (Continued)

2027	$	590,000	$	590,000
2028		306,000		306,000
2029		487,000		487,000
2030		454,000		454,000
2031		336,000		336,000
2032		122,000		122,000
2033		213,000		213,000
2034		457,000		457,000
2035		344,000		344,000
2036		284,000		284,000
2037		184,000		184,000
2038		161,000		161,000
2039		147,000		147,000
2040		133,000		133,000
2041		118,000		118,000
	$	4,336,000	$	4,336,000

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

14.COMMITMENTS

(a) During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement 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) 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.

(c) With respect to the 80,000 flow-through units of the Company that were issued, the Company is committed to incur Canadian qualifying exploration expenditures during 2022 for the amount of $20,000.

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37 CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

15.CAPITAL MANAGEMENT

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

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity and debt financing. Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the year ended December 31, 2021. The Company is not subject to externally imposed capital requirements.

16.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Risk management overview

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

(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).

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.

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37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2021 and 2020

(Expressedin Canadian Dollars)

16.FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)

(d) Liquidity risk

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

At December 31, 2021, the Company had cash of $1,611 (2020 - $9) available to apply against short-term business requirements and current liabilities of $697,319 (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 December 31, 2021, two convertible debentures together with the accrued interest are outstanding , and the loan payable in the amount of $50,000 plus accrued interest in the amount of $2,973 are due. 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 December 31, 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 the fixed interest rate on the outstanding convertible debentures.

17. 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 the investment and recorded impairment of $799,999 on the investment due to nominal royalty payments received up to that date. On December 31, 2021, the Company received confirmation that the purchase and sale agreement with the Mexican gaming company has been terminated and is of no further effect. Accordingly, the Company recorded an impairment loss of $1.

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Form 51-102F1

37CAPITAL INC.

Management’s Discussion & Analysis

Audited Financial Statements for the

Year ended December 31, 2021

Thefollowing discussion and analysis of the financial condition and financial position and results of operations of 37 Capital Inc. (the“Company” or “37 Capital”) should be read in conjunction with the annual audited financial statements for theyears ended December 31, 2021 and 2020 and the notes thereto.

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

Thefollowing information is prepared as at May 4, 2022.

Forward-LookingStatements

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

Descriptionof Business

The Company is a junior mineral exploration company.

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

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| --- |

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”).

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”.

SelectedAnnual Information

Selected annual information from the financial statements (audited) for the three years ended December 31, 2021, 2020 and 2019 is shown in the following table:

	Year<br> Ended December 31, 2021
Revenue	$	0		0		0
Interest<br> income		0		0		0
Expenses		1,044,863		133,379		147,137
Basic<br> and diluted loss per common <br>share before other items		(0.24	)	(0.09	)	(0.10	)
Comprehensive<br> loss		(1,044,863	)	(133,379	)	(147,137	)
Total<br> assets		2,113		40,573		33,180
Long-term<br> financial obligations		0		0		0
Cash<br> dividends		0		0		0

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Resultsof Operations

For the year ended December 31, 2021:

•	The<br> Company’s operating expenses were $1,044,863 as compared to $133,379 for the corresponding<br> period in 2020 and as compared to $147,137 for the corresponding period in 2019.
•	The<br> Company recorded a comprehensive loss of $1,044,863 as compared to a comprehensive loss of<br> $133,379 for the corresponding period in 2020 and as compared to a comprehensive loss of<br> $147,137 during the corresponding period in 2019.
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•	The<br> Company’s basic and diluted loss per common share was $0.24 as compared to a basic<br> and diluted loss of $0.09 during the corresponding period in 2020 and as compared to a basic<br> and diluted loss of $0.10 during the corresponding period in 2019.
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•	The<br> Company’s total assets were $2,113 as compared to $40,573 during the corresponding<br> period in 2020 and as compared to $33,180 during the corresponding period in 2019.
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•	The<br> Company’s total liabilities were $697,319 as compared to $1,337,235 during the corresponding<br> period in 2020 and as compared $1,203,963 during the corresponding period in 2019.
---	---
•	The<br> Company had a working capital deficiency of $695,206 as compared to a working capital deficiency<br> of $1,336,664 during the corresponding period of 2020 and as compared to a working capital<br> deficiency of $1,203,285 during the corresponding period in 2019.
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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 439,039 common shares of the Company representing 9.76% 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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Effective as of May 1, 2021, Fred A.C. Tejada resigned from the Board of Directors of the Company, and effective as of May 25, 2021, Bedo H. Kalpakian was appointed as a director of the Company.

At the Company’s Annual General Meeting, which was held on December 3, 2021, the Company’s shareholders passed all the resolutions presented including the re-election of Jake H. Kalpakian, Gregory T. McFarlane, Neil Spellman and Bedo H. Kalpakian as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

During 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 for which 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.

MineralProperties

1.Extra High Claims

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 (unpaid as of the date of this MD&A). 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 agreement can be terminated by the Company at anytime.

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. Subsequently, the Company requested to extend the expiry date of the claims covering the Extra High Property which was accepted on December 1, 2021 by the Deputy Chief Gold Commissioner of the Government of British Columbia. As such, the expiry date of the Company’s Extra High mineral claims has been extended up to July 31, 2022.

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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.

During the year ended December 31, 2021, the Company recorded the impairment loss of $25,001 as the Company has decided not to conduct any further exploration works on the Extra High Property.

2.Ontario Mineral Leases (Lithium)

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

3.Acacia Property

•	Issuance<br> of 20,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property<br> NI 43-101 Technical Report;
•	Incur<br> of a total of $100,000 in property related expenditures on or before the first 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 $100,000 in property related<br> expenditures on or before the second anniversary 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<br> expenditures on or before the third anniversary 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<br> expenditures on or before the fourth anniversary 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<br> expenditures on or before the fifth anniversary of the Option Agreement.
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Within a period of 30 days after each annual anniversary of the Option Agreement, the Company was required to decide whether or not it wishes to continue with the Option Agreement.

•	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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Investment

FourthQuarter (December 31, 2021)

During the three months [fourth quarter] period ended December 31, 2021:

•	The<br> Company had a comprehensive loss of $969,942 or $0.22 per share as compared to a comprehensive<br> loss of $45,030 or $0.01 per share during the same three-month period (fourth period) ended<br> December 31, 2020 and as compared to comprehensive loss of $46,782 or $ 0.01 per share during<br> the same three-month period (fourth period) ended December 31, 2019.
•	The<br> Company’s Operating costs were $969,942 as compared to $45,030 for the same period<br> in 2020 and as compared to $46,782 for the same period in 2019
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Summaryof Quarterly Results

For<br> the Quarterly Periods ended:
Total<br> Revenues	0		0		0		0
Net<br> loss and comprehensive loss	(969,942	)	(24,056	)	(30,952	)	(19,913	)
Loss<br> per share	(0.22	)	(0.01	)	(0.01	)	(0.01	)
For<br> the Quarterly Periods ended:	December<br> 31, 2020		September<br> 30, 2020		June<br> 30, 2020		March<br> 31, 2020
Total<br> Revenues	0		0		0		0
Net<br> loss and comprehensive loss	(45,030	)	(26,138	)	(40,236	)	(21,885	)
Loss<br> per share	(0.01	)	(0.02	)	(0.03	)	(0.02	)

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

Risksrelated to our Business

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

The 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 interest in the Extra High mineral exploration property. A drop in the availability of equity financings will likely impede spending on mineral properties which can affect the Company.
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, as a result the Company has written-off its investment in the Mexican gaming company.
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 Extra High mineral property 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.

7

Liquidityand Capital Resources

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 2022, 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 December 31, 2021:

•	the<br> Company’s total assets were $2,113 as compared to $40,573 for the year ended December<br> 31, 2020 and as compared to $33,180 for the year ended December 31, 2019.
•	the<br> Company’s total liabilities were $697,319 as compared to $ $1,337,235 for the period<br> ended December 31, 2020 and as compared to $1,203,963 for the period ended December 31, 2019.
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•	the<br> Company had $1,611 in cash as compared to $9 in cash for the year ended December 31, 2020<br> and as compared to $38 in cash for the year ended December 31, 2019.
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•	the<br> Company had GST receivable in the amount of $502 as compared to $562 for the year ended December<br> 31, 2020 and as compared to $640 for the year ended December 31, 2019.
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Sharesfor 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 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. The fair value of the 2,957,406 common shares was $1,626,573. As a result, the Company recorded a loss on debt settlement of $887,222.

PrivatePlacement Financing

On January 15, 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.

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LoanPayable

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 with a fair value of $0.55 per shares in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Company recognized a loss of $124,709. 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 December 31, 2021, the loan is outstanding and has accrued interest in the amount of $2,973.

RefundableSubscription

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 with a fair value of $0.55 per share in full settlement of the $10,000 refundable subscription (the “Debt Settlement Shares of the Company”). A loss of $12,000 was recognized by the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

ConvertibleDebentures Financing 2015

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

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ConvertibleDebentures Financing 2013

During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bore 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.

Warrants

As at December 31, 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 any 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.

StockOptions

As at December 31, 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.

SignificantAccounting Policies

The Annual Audited Financial Statements for the year ended December 31, 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 Significant Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Financial Statements for the year ended December 31, 2021.

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

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

Off-BalanceSheet Arrangements

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

Trends

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

RelatedParty Transactions

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

During April 2017, the Company together with Jackpot, 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:

****	December 31, 2021		December 31, 2020
Advances<br> from directors (interest at prime plus 1%)	$	—	$	153,291
Entities<br> controlled by directors (non-interest-bearing)		34,756		155,645
	$	34,756	$	308,936

Included in convertible debentures and accrued interest is $459,589 (2020 - $429,589) owing to the Chief Executive Officer and to a director of the Company.

During the years ended December 31, the following amounts were charged by related parties.

	2021		2020		2019
Interest<br> charged on amounts due to related parties	$	275	$	4,733	$	5,452
Interest<br> on convertible debentures		30,000		30,000		30,000
Rent<br> charged by entities with common directors		12,000		12,000		12,000
Office<br> expenses charged by, and other expenses paid on behalf of the Company by a company with common directors		13,901		12,000		28,784
	$	56,176	$	58,733	$	76,236

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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. On October 29, 2021 the Company entered into an Addendum to the Convertible Debentures whereby the maturity date of the principal amount of $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely.

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 four months which expires on August 31, 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.

FINANCIALINSTRUMENTS AND RISK MANAGEMENT

(a) Risk management overview

(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).

(d) Liquidity risk

(e) Market risk

Analysis of expenses

For a breakdown of general and administrative expenditures, please refer to the Statements of Comprehensive Loss in the Company’s Annual Audited Financial Statements for the years ended December 31, 2021 and 2020.

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CapitalStock

Authorizedshare capital:

Unlimited number of common shares without nominal or par value

Unlimited number of preferred shares without nominal or par value

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

DirectorApproval

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

Outlook

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

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Form 52-109FV1

Certificationof Annual Filings

VentureIssuer Basic Certificate

I, Jake H. Kalpakian, President & C.E.O of 37 Capital Inc., certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A,<br> including, for greater certainty, all documents and information that are incorporated by<br> reference in the AIF (together, the “annual filings”) of 37 Capital Inc.<br> (the “issuer”) for the financial year ended December 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence,<br> the annual filings do not contain any untrue statement of a material fact or omit to state<br> a material fact required to be stated or that is necessary to make a statement not misleading<br> in light of the circumstances under which it was made, for the period covered by the annual<br> filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual<br> financial statements together with the other financial information included in the annual<br> filings fairly present in all material respects the financial condition, financial performance<br> and cash flows of the issuer, as of the date of and for the periods presented in the annual<br> filings.
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Date: May 4, 2022.

/s/“Jake H. Kalpakian”

Jake H. Kalpakian

President & C.E.O.

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

I, Neil Spellman, C.F.O. of 37 Capital Inc., certify the following:

1.	Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A,<br>including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual<br>filings”) of 37 Capital Inc. (the “issuer”) for the financial year ended December 31, 2021.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the<br>annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is<br>necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual<br>filings.
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3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual<br>financial statements together with the other financial information included in the annual filings fairly present in all material respects<br>the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual<br>filings.
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Date: May 4, 2022.

/s/ “Neil Spellman”

Neil Spellman

C.F.O.

HHHEF 6-K