UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549



FORM20-F/A

(AmendmentNo. 1)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 31, 2023

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Forthe transition period from ___ to ___

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

Dateof event requiring this shell company report: _______

Commissionfile number 000-16353

37CAPITAL INC.

(Exactname of Registrant as specified in its charter)



BritishColumbia, Canada

(Jurisdictionof Incorporation or organization)



Suite575, 510Burrard Street, Vancouver,British Columbia,CanadaV6C3A8

(Addressof principal executive offices)



JacobKalpakian,Tel: (604)681-0204,Email: info@37capitalinc.com, Facsimile (604) 681-9428,

Suite575, 510Burrard Street, Vancouver,BC,CanadaV6C3A8

(Name,Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securitiesregistered or to be registered pursuant to Section 12(b) of the Act:

|Title    of each class | Trading    Symbol(s) | Name    of each exchange on which registered
|----------------------- | --------------------- | ---------------------------------------------
|                        |                       |                                              



Securitiesregistered or to be registered pursuant to Section 12(g) of the Act:

| | Common    Stock, Fully Paid and Non-Assessable Common Shares Without Par Value | 
| | ------------------------------------------------------------------------------- | 
| | (Title    of Class)                                                            | 



Securitiesfor which there is a reporting obligation pursuant to  Section 15(d) of the Act:

| |                      | 
| | -------------------- | 
| | (Title    of Class) | 



Indicatethe number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered bythe annual report: 13,745,947common shares as of December 31, 2023. No preferred sharesissued and outstanding.

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes☐  No ☒

If thisreport is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934.

Yes☐  No ☒

Indicateby check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past ninety days.

Yes☒  No ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

|Large    accelerated filer ☐ | Accelerated    filer ☐ | Non-accelerated    filer ☒  
|----------------------------- | ----------------------- | -----------------------------
|                              |                         | Emerging    growth company ☐



Indicateby check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

|U.S.    GAAP ☐ | International Financial Reporting Standards as issued By the International Accounting Standards Board ☒ | Other    ☐
|--------------- | ------------------------------------------------------------------------------------------------------- | -----------



If“Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.

|Item    17 ☐ |  | Item    18 ☐
|------------- |  | -------------



If thisis an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes☒ No ☐

Indicateby check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).

Yes☒No ☐



1







EXPLANATORY NOTE



This AmendmentNo. 1 to the annual report on Form 20-F for the fiscal year ended December 31, 2023 (the “Amendment No. 1”) of 37 CapitalInc. (the “Company”), as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May13, 2024 (the “Original Filing”), is being filed for purposes of expanding the mineral property disclosures in Item 4.D andthe results of operations in Item 5.A, and confirmation under Item 15 of the Original Filing regarding management’s conclusionsregarding the effectiveness of internal control over financial reporting that the internal control over financial reporting was not effectiveas of December 31, 2023 due to lack of segregation of duties given the size of the Company and its limited resources.



As required by Rule12b-15 of the Securities and Exchange Act of 1934, as amended, we are also filing as exhibits to this Amendment No. 1 the certificationsrequired under Section 302 of the Sarbanes-Oxley Act of 2002 executed and re-filed as of the date of this Amendment.



Except as describedabove, no other changes have been made to the Original Filing. This Amendment No. 1 speaks as of the filing date of the Original Filing,or May 13, 2024. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restatethe information in any other item of the Original Filing, or reflect any event that has occurred after the filing of the Original Filing.Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s filings with the SECsubsequent to the filing of the Original Filing.



2





37CAPITAL INC.

FORM20-F ANNUAL REPORT 2023

TABLEOF CONTENTS

|ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                        |  |  | 3  | 
|------------------------------------------------------------------------------------- |  |  | -- | 
|ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE                                      |  |  | 3  | 
|ITEM 3.  KEY INFORMATION                                                              |  |  | 4  | 
|ITEM 4.  INFORMATION ON THE COMPANY                                                   |  |  | 6  | 
|ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 |  |  | 11 | 
|ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   |  |  | 17 | 
|ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                            |  |  | 20 | 
|ITEM 8.  FINANCIAL INFORMATION                                                        |  |  | 24 | 
|ITEM 9.  THE  OFFER & LISTING                                                         |  |  | 25 | 
|ITEM 10. ADDITIONAL INFORMATION                                                       |  |  | 28 | 
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   |  |  | 36 | 
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       |  |  | 37 | 
|ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              |  |  | 37 | 
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |  |  | 37 | 
|ITEM 15. CONTROLS AND PROCEDURES                                                      |  |  | 38 | 
|ITEM 16.  AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.                           |  |  | 38 | 
|ITEM 17. FINANCIAL STATEMENTS                                                         |  |  | 39 | 
|ITEM 18. FINANCIAL STATEMENTS                                                         |  |  | 39 | 
|ITEM 19. LIST OF EXHIBITS                                                             |  |  | 40 | 
|Exhibit 99.1*                                                                         |  |  |    | 
|Exhibit 99.2*                                                                         |  |  |    | 
|Exhibit 99.3*                                                                         |  |  |    | 
|Exhibit 11.1*                                                                         |  |  |    | 
|Exhibit 12.1*                                                                         |  |  |    | 
|Exhibit 12.2*                                                                         |  |  |    | 
|Exhibit 13.1*                                                                         |  |  |    | 
|Exhibit 13.2*                                                                         |  |  |    | 
|SIGNATURE PAGE                                                                        |  |  | 78 | 



3







ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

|Name    of Directors and/or Officers of the Issuer         | Position    Held as at the date of this Annual Report
|----------------------------------------------------------- | ------------------------------------------------------
|Jacob    H. Kalpakian, Vancouver, British Columbia, Canada | President,    CEO and Director                       
|Neil    Spellman*, Carlsbad, CA, USA                       | CFO    & Director                                    
|Bedo    H. Kalpakian*1, Delta, British Columbia, Canada    | Director                                              
|Gregory    T. McFarlane*, Washington, Utah, USA            | Director                                              
|Maria    P. Arenas, Surrey, British Columbia, Canada       | Corporate    Secretary                               

*Membersof the Audit Committee

1BedoKalpakian was appointed to the Board of Directors on May 25, 2021

FredTejada stepped down from the Board of Directors on May 1, 2021.

ITEM2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM3. KEY INFORMATION

Item3.A. Selected Financial Data

Theselected financial data in Table I has been derived from the audited financial statements of 37 Capital Inc. (hereinafter referred toas the “Company” or the “Registrant” or “37 Capital”). The financial data under 2023, 2022, 2021,2020 and 2019 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by theInternational Accounting Standards Board (“IASB”). The information should be read in conjunction with the Registrant's financialstatements and notes thereto included in Item 17 of this Annual Report.

Allfinancial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified.All common shares and per share amounts included in this Annual Report on Form 20F (2023) have been restated to give retroactive effectto the 5:1 share consolidation, which took effect on June 20, 2021 as further described in Results of Operations in Item 4.(a) of thisdocument.

TABLEI

The financialdata under the tables 2023, 2022, 2021, 2020 and 2019 have been prepared in accordance with IFRS.

|                                                               |  | Year    Ended December 31, 2023 |            | Year                                            Ended December 31, 2022 |  | Year                                            Ended December 31, 2021 |            | Year    Ended December 31, 2020 |  | Year    Ended December 31, 2019
|-------------------------------------------------------------- |  | -------------------------------- | ---------- | ------------------------------------------------------------------------ |  | ------------------------------------------------------------------------ | ---------- | -------------------------------- |  | --------------------------------
|Operating    Revenue                                          |  | $                                | 0          |                                                                          |  |                                                                          | 0          |                                  |  |                                 
|Interest    Income                                            |  | $                                | 0          |                                                                          |  |                                                                          | 0          |                                  |  |                                 
|Comprehensive    loss                                         |  | $                                | (48,820    | )                                                                        |  |                                                                          | (125,036   | )                                |  |                                 
|Basic    and diluted loss per common share before other items |  | $                                | (0.00      | )                                                                        |  |                                                                          | (0.03      | )                                |  |                                 
|Total    Assets                                               |  | $                                | 121,374    |                                                                          |  |                                                                          | 55,683     |                                  |  |                                 
|Capital    Stock                                              |  | $                                | 27,736,269 |                                                                          |  |                                                                          | 27,536,269 |                                  |  |                                 
|Number    of common shares at year-end                        |  |                                  | 13,745,947 |                                                                          |  |                                                                          | 5,745,947  |                                  |  |                                 
|Long-term    obligations                                      |  | $                                | 0          |                                                                          |  |                                                                          | 0          |                                  |  |                                 
|Cash    dividends                                             |  | $                                | 0          |                                                                          |  |                                                                          | 0          |                                  |  |                                 



4





Bankof Canada Exchange Rates

|                   |  | Monthly    High ($)(1) |        | Monthly    Low ($)(1)
|------------------ |  | ----------------------- | ------ | ----------------------
|July    2023      |  |                         | 0.7617 |                       
|August    2023    |  |                         | 0.7524 |                       
|September    2023 |  |                         | 0.7450 |                       
|October    2023   |  |                         | 0.7358 |                       
|November    2023  |  |                         | 0.7363 |                       
|December    2023  |  |                         | 0.7573 |                       

(1)The high and low exchange rates have been calculated using the rates of the Bank of Canada.

|                        |  | For    Year Ended December 31, 2023 |  | For    Year Ended   December 31, 2022 |  | For    Year Ended December 31, 2021 |  | For    Year Ended December 31, 2020 |  | For    Year Ended December 31, 2019
|----------------------- |  | ------------------------------------ |  | -------------------------------------- |  | ------------------------------------ |  | ------------------------------------ |  | ------------------------------------
|Average    rate ($)(2) |  |                                      |  | 0.7446                                 |  |                                      |  | 0.7692                               |  |                                     
|High    ($)(3)         |  |                                      |  | 0.7573                                 |  |                                      |  | 0.8031                               |  |                                     
|Low    ($)(3)          |  |                                      |  | 0.7353                                 |  |                                      |  | 0.7217                               |  |                                     

(2)Theaverage exchange rate for the period has been calculated using the yearly rate of the Bank of Canada.

(3)Thehigh and low exchange rates in each period were determined from the yearly rate of the Bank of Canada.

Allof the amounts in the Exchange rates tables above are stated in U.S. currency. Accordingly, at the closing on December 31, 2023, theUS $1.00 was equal to Cdn $1.3243.

Item3.D. Risk Factors

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:

1).RISKS RELATED TO THE COMPANY’S BUSINESS

-Regulations:Mineral exploration programs are subject to extensive federal, provincial and local laws and regulationsgoverning such exploration, development and operation of mining activities as well as the protection of the environment, including lawsand regulations relating to obtaining permits to mine, protection of air and water quality, hazardous waste management, mine reclamationand the protection of endangered or threatened species.

-Exploration and Development: The resource properties in which the Company has an interest are in the exploration stages onlyand do not have a known body of commercial ore. Exploration and development of natural resource properties involve a high degree of riskand few properties which are explored are ultimately developed into producing properties. Substantial expenditures are required to establishreserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extractionand processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from thediscovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities or grades to justifycommercial operations or that the funds required for development can be obtained on a timely basis.

5







-Operating Hazards and Risks:Exploration for natural resources involves many risks, which even a combination of experience,knowledge and careful evaluation may not be able to overcome.

-Fluctuating Metal Prices: The prices of those commodities have fluctuated widely, particularly in recent years, and are affectedby numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation ordeflation, currency exchange rate fluctuations, interest rates fluctuations, global or regional consumptive patterns, speculative activitiesand increased production due to new extraction developments and improved extraction and production methods. The effect of these factorson the prices of metals determines the economic viability of exploration projects, which cannot be accurately predicted.

-Environmental Factors: Should the Company decide to conduct any mineral exploration work then all phases of the Company'smineral exploration work shall be subject to environmental regulations. Environmental legislation is evolving in a manner which willrequire stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessmentsof proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.

-Competition: The resource industry is intensely competitive in all of its respective phases, and the Company competes withmany companies possessing much greater financial resources and technical facilities than the Company. As such, competition is adverselyaffecting the Company's ability to acquire suitable mineral exploration properties at reasonable prices.

-Management: The Company is dependent on a relatively small number of key employees, the loss of any of whom could have anadverse effect on the Company.

-Dilution: 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.

-Revenues and Dividends: The Company does not anticipate to generate any revenue in the future and has not recognized any revenuein fiscal 2019, 2020, 2021, 2022 and 2023. 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. Furthermore, apart from the Arrangement Agreement, the Company has not paid any dividendsin the past and does not expect to pay any dividends in the future.

-Requirement of New Capital: As a company without any revenues, the Company typically needs more capital than it has availableto it or can expect to generate through the sale of its assets. In the past, the Company has had to raise, by way of debt and equityfinancings, considerable funds to meet its capital needs. There is no assurance that the Company will be able to continue to raise fundsneeded for its business. Failure to raise the necessary funds in a timely fashion will limit the Company's growth or may jeopardize theCompany’s ability to continue as a going concern. The Company has outstanding debts, has working capital deficiency, has no revenues,has incurred operating losses, and has no assurances that sufficient funding will be available to the Company to continue its operationsfor an extended period of time.

-U.S. Federal Income Tax Considerations: The Company is classified as a Passive Foreign Investment Company ("PFIC")for U.S. Federal Income Tax purposes. Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Companythat are unique to the PFIC provisions and that are not encountered in other investments. Prospective investors are advised to consulttheir own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.

6







-Penny Stock: The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rulesas defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the levelof trading activity of the Company's securities in the secondary market. Penny Stocks are low-priced shares of small companies not tradedon a U.S. national exchange or quoted on Nasdaq. The Company's securities were quoted for trading on the OTCQB tier of the OTC MarketsGroup (“OTCQB”) until June 1, 2020. Presently, the Company’s securities are quoted on the PINK Sheets on the OTC market.Penny Stocks, such as the Company's securities, can be very risky. Prices of Penny Stocks are often not available. Investors in PennyStocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks.There is no guaranteed rate of return on Penny Stocks. Before an investor purchases any Penny Stock, U.S. Federal law requires a salespersonto tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation"the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to the investor after thetrade. The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statementtitled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is requiredby the U.S. Securities and Exchange Commission ("SEC") and contains important information on Penny Stocks. Furthermore, underpenalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buyor sell a Penny Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock,and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation receivedby the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor's brokerage firm must send theinvestor monthly account statements and a written statement of the investor's financial situation and investment goals as required bythe Securities Enforcement and Penny Stock Reform Act of 1990.

-Disruption in Trading: Trading in the common shares of the Company may be halted or suspended or may be subject to ceasetrade order at any time for certain reasons, including, but not limited to, the failure by the Company to submit documents to the RegulatoryAuthorities within the required time periods.

-Market Price Volatility: 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.

- TaxConsiderations –Persons considering the purchase of the Company’s common shares should consult their tax advisorswith regard to the application of Canadian, U.S. and other tax laws to their particular situation.

- Investment in Mexican Gaming Company:The Company has determined that it will not recover its investment in the Mexican gamingcompany, as a result the Company has written-off its investment in the Mexican gaming company.

- TheCompany’s investment in its mineral exploration property: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 Extra High mineral explorationproperty. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all thesesignificant risks, it is quite possible that the Company shall lose its investment in the Company’s Extra High mineral explorationproperty.

ITEM4. INFORMATION ON THE COMPANY

Item4.A. History and Development of the Company

TheCompany was incorporated by memorandum under the Company Act of the Province of British Columbia, Canada on August 24, 1984 (Exhibit3.1 – Incorporated by reference) and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984.On May 31, 1988, the Company adopted the French form of its name to "Ressources Armeno Inc.". On May 25, 1992, the name ofthe Company was changed to “Ag Armeno Mines and Minerals Inc”. in the English form, and "Les Mines et Mineraux Ag ArmenoInc." in the French form. On April 25, 2000, the name of the Company was changed from “Ag Armeno Mines and Minerals Inc”.in the English form, and "Les Mines et Mineraux Ag Armeno Inc.", in the French form, to “Golden Nugget Exploration Inc”.On May 2, 2002, the name of the Company was changed from “Golden Nugget Exploration Inc.” to “Lucky 1 Enterprises Inc.”On January 17, 2005, the name of the Company was changed to “Bronx Ventures Inc”. and the Company adopted new Articles (Exhibit3.2 - Incorporated by reference). On March 19, 2007, the Company changed its name to “Zab Resources Inc”. On April 16, 2009,the Company changed its name to “Kokomo Enterprises Inc”. On August 31, 2012, the Company changed its name to “High5 Ventures Inc.” (Exhibit 3.5 – Incorporated by reference). On July 7, 2014, the Company changed its name to 37 Capital Inc.(see Exhibit 3.6 – Incorporated by reference).

7







OnApril 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchangeon January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its commonshares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market. EffectiveOctober 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board and were listed for trading on the OTCQBtier of the OTC Markets Group Inc. (“OTCQB) until June 1, 2020. Presently, the Company’s shares are listed for trading onthe PINK Sheets on the OTC Markets. Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange(hereinafter referred to as the “CDNX”) as a result of the merger between the Vancouver Stock Exchange and the Alberta StockExchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’scommon shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNXeffective at the close of trading on July 31, 2001.

OnJuly 30, 1986, the Company's share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company's sharecapital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidatedon the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s share capital was consolidated on the basisof five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares withoutpar value. On January 17, 2005, the Company’s share capital was consolidated on the basis of thirty-five-old-for-one-new commonshare and its authorized share capital was increased to an unlimited number of common and preferred shares without par value. On March19, 2007, the Company subdivided its capital stock on a 1 (old) share for 50 (new) shares basis. As a result, the shares of Bronx VenturesInc. were de-listed from trading and the shares of Zab Resources Inc. (“Zab”) commenced trading on March 22, 2007 on theOTC Bulletin Board in the USA under the symbol “ZABRF”.

Asof November 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”)(formerly known as the Canadian National Stock Exchange (CNSX)) under the trading symbol “ZABK”. On October 17, 2008, theCompany’s trading symbol on the CSE was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.

OnApril 16, 2009, the Company’s share capital was consolidated on the basis of 25 (old) shares for 1 (new) share and the Companychanged its name to Kokomo Enterprises Inc. (“Kokomo”). As a result, the shares of Zab were de-listed from trading and theshares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commencedtrading on the OTC Bulletin Board under the symbol “KKOEF”.

OnAugust 31, 2012, the Company’s share capital was consolidated on the basis of 15 (old) common shares for 1 (new) common share andthe Company changed its name to High 5 Ventures Inc. (“High 5”). As a result, the shares of Kokomo were de-listed from tradingand the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH”, and in the U.S.A. the shares of High5 traded on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105.

OnApril 8, 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchasea royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casinofor a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capitalpurposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the yearended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of the investment and recorded impairment of $799,999on the investment due to nominal royalty payments received. 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 as at December 31, 2021.

OnJuly 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and theCompany changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from tradingand the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the sharesof 37 Capital started trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shareswas 88429G102.

8







OnJune 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’strading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol“HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on theOTC market under the same trading symbol “HHHEF”.

OnJune 15, 2021, the Company’s share capital was consolidated on the basis of 5 (old) common shares for 1 (new) common share. Asa result of the consolidation, the shares of the Company commenced trading on a consolidated basis in Canada on the CSE under the symbol“JJJ.X”, and in the U.S.A. the shares of 37 Capital are listed for trading on the PINK Sheets on the OTC market under thetrading symbol “HHHEF. The Cusip number of the Company’s common shares is 88429G201.

Subsequentlyon February 5, 2024, the CSE has deemed the Company to meet its minimum listing requirements and, as a result, the Company is now tradingunder the symbol “JJJ”.

Sinceits incorporation, the Company has been engaged primarily in the identification, acquisition, exploration and, if warranted, the developmentof natural resource properties and, for a brief period of time from 1991 to 1994, the Company, through its formerly owned Ecuadoreansubsidiary, Armenonic del Ecuador S.A. (“Armenonic”) operated the San Bartolome lead/zinc/silver mine in Ecuador.

37Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Provinceof British Columbia, and the Company has a one-half percent (1/2%) gross receipts royalty interest in certain lithium mineral explorationproperties located in the Province of Ontario. Furthermore, the Company had entered into a Property Option Agreement and an AmendmentAgreement to the Property Option Agreement in respect to the Acacia Property in British Columbia, Canada whereby the Company had theright and option to acquire a 60% interest in the subject property on certain terms and conditions (see Item 4.D II). The Property OptionAgreement and the Amendment Agreement to the Property Option Agreement in respect to the Acacia Property were mutually terminated asof November 1, 2021. The principal business of 37 Capital is in mineral exploration. The Company’s ability to pursue its statedprimary business and to meet its obligations as they come due is dependent upon the ability of management to obtain the necessary financingseither through private placements or by means of public offerings of the Company’s securities or through the exercise of incentivestock options or warrants or through debt financings or through the sale of its assets or through the issuance of the Company’ssecurities.

ArrangementAgreement

OnFebruary 26, 2015, the Company incorporated then two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 TouchdownsCapital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement agreement (the “ArrangementAgreement”) (see Exhibit 12 – Incorporated by reference)with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2) on February 12, 2016 (the “EffectiveDate”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class2 Reorganization Share of the Company. As a result of the completion of the Arrangement on February 12, 2016, 27 Red and 4 Touchdownsare independent entities and are no longer subsidiaries of the Company.

Acopy of the Arrangement Agreement is available on www.sedarplus.ca.

CompanyInformation

OnAugust 23, 2016, Mr. Neil Spellman of Carlsbad, California, joined the Board of Directors of the Company. Mr. Spellman was appointedas the CFO of the Company effective as of April 1, 2017.

9







Effectiveas of August 1, 2021, the Company’s office is located at Suite 575, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C3A8. The telephone number is (604) 681-0204 (ext. 6105) and the telefax number is (604) 681-9428. The contact person is Jake H. Kalpakian.

TheCompany’s registered and records office is located at Suite 3200-650 West Georgia Street, Vancouver BC V6B 4P7. The telefax numberis (604) 669-9385.

TheRegistrar and Transfer Agent of the Company is Computershare Investor Services Inc., at 510 Burrard Street, Vancouver, BC, Canada V6C3B9. The telefax number is (604) 661-9407.

Asof March 28, 2017, the Company’s auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, at 1500-1140W. Pender Street, Vancouver, BC V6E 4G1 (the “Auditors”). The telefax number is (604) 689-2778.

Item4.B. Business Overview

Summary

37Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Provinceof British Columbia, and the Company is entitled to receive a one-half percent (1/2%) gross receipts royalty interest after six monthsfrom the date of commencement of commercial production from certain lithium mineral properties located in the Province of Ontario. Furthermore,the Company had entered into a Property Option Agreement and an Amendment Agreement to the Property Option Agreement in respect to theAcacia Property in British Columbia, Canada whereby the Company had the right and option to acquire a 60% interest in the subject propertyon certain terms and conditions (see Item 4.D II). By mutual consent, the Property Option Agreement and the Amendment Agreement to theProperty Option Agreement were terminated effective November 1, 2021. The principal business of 37 Capital is in mineral exploration.However, the Company had a minority investment in a non-mining related project located in Mexico. The Company has determined that itwill not recover its investment in the non-mining related project located in Mexico, and has written-off its investment.

37Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.sedarplus.ca.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 at the following link:

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000825171&owner=exclude&count=40will give you direct access to the Company’s filings.

Presently,37 Capital is seeking opportunities of merit to get involved with. It should be noted that there are no assurances whatsoever that 37Capital shall be successful in its attempts of seeking opportunities of merit.

Item4. C. Organizational Structure

ArrangementAgreement

OnFebruary 26, 2015, the Company incorporated then two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 TouchdownsCapital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement agreement (the “ArrangementAgreement”) (see Exhibit 12 – Incorporated by reference)with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2) on February 12, 2016 (the “EffectiveDate”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class2 Reorganization Share of the Company. As a result of the completion of the Arrangement on February 12, 2016, 27 Red and 4 Touchdownsare independent entities and are no longer subsidiaries of the Company.

Acopy of the Arrangement Agreement is available on www.sedarplus.ca.

10







Item4.D. Property, Plants and Equipment

I.Extra High Claims, Kamloops Mining Division, British Columbia, Canada

Location

The Extra High property is located in south-central BritishColumbia, approximately 60 kilometres north of the City of Kamloops, British Columbia, Canada and 22 km east of the town of Barriere.It lies on the southwest side of Samatosum Mountain, located north of Skwaam Bay on Adams Lake. It is centred at 51°08'03" N latitudeand 119°49'16" W longitude. It consists of five contiguous BC MTO mineral titles in the Kamloops Mining Division and covers an areaof 649 hectares. A map showing the general location of the Property, see Figure 1 below.



Existing Property Infrastructure

The property contains no infrastructure. It is located on Crownland that is forested with local patches of clear cut and new growth forest from logging operations of previous years.

Work completed on the Property

Exploration work in 2023 exploration program comprised two gridded soil geochemical surveys across the central portion of the Property, southwest of the K7 deposit, carried out in June and September 2023. Phase 1 comprised a soil survey consisting of a western grid of 13 east-west lines at 100-metre spacing; and an eastern grid of 12 east- west lines of similar spacing. Soils were sampled at 25-metre intervals. The grids were designed to overlie the Rea and Silver zones, south of the K7 deposit, to determine the geochemical response along the two structural / mineralized trends. Fieldwork was performed by a 3-man crew managed by Discovery Consultants of Vernon, BC, who carried out the survey from June 21 to 23, 2023. In total, 162 soil samples were collected.

The Phase 2 exploration program, consisting of a gridded soil survey, was carried out over the Extra High property from September 29 to October 2, 2023, with a 4-person crew from Discovery Consultants of Vernon, BC. The work was a continuation of the Phase 1 soil survey. In total, 219 soil samples were collected.

Phase 2 of the 2023 exploration program expanded the Phase 1 grid. The western portion of the grid was extended with 10 east-west lines at 50-metre spacing; and the eastern grid was extended with another 8 east-west lines of similar spacing and 4 in-fill lines. Soils were sampled at 25-metre intervals. Expenditures of Phase 1 and 2 totaled$CAN 50,000.

The Company's 2023 Exploration Work Program consisted of 2 Phases.The Company incurred $20,000 of exploration related expenditures for Phase 1, and the Company incurred $24,991 of exploration relatedexpenditures for Phase 2, for a total amount of $44,991.

History of Previous Work

Exploration on the Property began in the mid 1980s, after the discovery of the Samatosum and Rea deposits north of the Property. Around this time, the K7 sulphide lens, located on the Property, was outlined from 1983 to 1985 by Kamad Silver Company, using geophysical surveys, trenching and diamond drilling. In 1986, Esso Minerals Canada optioned the property and the following year completed line-cutting, geochemical sampling, and HLEM-EM and VLF-EM geophysical surveying, followed by 1,814 metres of diamond drilling in eleven drill holes. In 1987 the company completed five drill holes totalling 1,125 m, and the following year the company drilled a further seventeen holes with total length of 2,094 metres.

Homestake Canada Ltd acquired Esso's interest in the propertyin 1989 and completed 11 km of Genie EM geophysical surveys, 785 metres of backhoe trenching in 14 trenches, and drilled 25 holes witha total length of 4,972 metres, focusing on the down-dip extension of the K7 lens. In 1990, Homestake completed a further 2,961 metresof NQ diamond drilling in four holes and attempted down-hole Pulse EM geophysics. In 2004, Bronx Ventures Inc. (now 37 Capital) completedtrenching over the K7 lens in 12 trenches and two phases of diamond drilling, for a total of 1,874 m of NQ diamond drilling in 18 holes.Results indicated good continuity of mineralization over a strike length of 175 metres. In 2007, Colt Resources drilled 8 holes totalling1,293 m of drilling, in an effort to expand the size of the K7 lens.

The nature of the information obtainedfrom this work

Mineralization on the Property includes the K7 developed prospect, which is a sulphide lens consisting of precious and base metal mineralization. It lies within the Rea zone. The K7 prospect was drilled in the 1980s and defined a gold-silver-copper-lead-zinc mineralization to a depth of 150 metres. Two other mineralized zones called the Silver Zone and the Twin Mountain Zone, lie parallel and to the east.  The 2023 geochemical soil program was designed to test for lead-zinc-silver-copper-gold anomalies along trend to the southeast of the K7 lens along the western grid, which overlies the Rea Zone. The surface trace of the zone was successful in outlining anomalous lead, zinc, silver and gold values in soils. Copper and barium show localized anomalies.

The eastern grid, which overlies the Silver Zone was also successfullytested but geochemical results were more subdued. It was found that the surface trace of the zone is not as well defined geochemicallyas in the western grid, with fewer base metal anomalies.

Implications for future exploration

Based on the overall positive geochemical results, it is recommended that the soil grids be extended to the southeast, to further outline the extent of the Rea and Silver zones. Geochemical anomalies suggest mineralization at depth and along strike of the known mineralization at the K7 developed prospect. It is recommended that the gridded soil survey be extended along strike, in conjunction with an induced polarization geophysical survey. Positive geochemical and geophysical results may produce drill targets that when drilled may lead to the discovery of additional sulphide horizons on the property. The positive geochemical results warrant further exploration.

Management continues to seek financing for general working capitalrequirements, and ideally to raise up to $400,000 to also be able to carry out additional mineral exploration programs on the Extra HighProperty based upon the recommendation of Discovery Consultants.

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”) (see Exhibits 10.5.1; 10.5.2; 10.11.2; 10.11.3; 10.11.4 – Incorporated by references).

In 2016, Colt Resources Resources Inc. ("Colt Resources") completed a petrological study and preliminary metallurgical testing.

OnOctober 31, 2019, as amended on November 4, 2019, the Company entered into an agreement with Colt Resources to purchase theremaining 67% right, interest and title in and to the Extra High Property, giving 37 Capital 100% ownership of the Extra HighProperty.

Asat December 31, 2023, the Company owns a 100% undivided right, interest and title in and to the Extra High Property.

Themineral claims covering the Extra High Property are valid until December 28, 2028. 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.

LegalDescription

TheExtra High Mineral Claims tenures are as follows:

|TENURE    NUMBER |        | NAME    OF CLAIM |  | Property    Size (in hectares) |  | CONVERSION    DATE OR DATE STAKED |         | BC    MAP # |  | EXPIRY    DATE
|----------------- | ------ | ----------------- |  | ------------------------------- |  | ---------------------------------- | ------- | ------------ |  | ---------------
|                  | 509949 |                   |  | Extra    High                  |  |                                    | 60.829  |              |  |                
|                  | 509961 |                   |  | Extra    High                  |  |                                    | 121.664 |              |  |                
|                  | 509969 |                   |  | Extra    High                  |  |                                    | 344.834 |              |  |                
|                  | 510214 |                   |  | Extra    High                  |  |                                    | 40.557  |              |  |                
|                  | 510215 |                   |  | Extra    High                  |  |                                    | 81.124  |              |  |                
|                  | Total: |                   |  |                                 |  |                                    | 650     |              |  |                





11







II.Acacia Property, Adams Plateau, British Columbia

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.

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 1st Anniversary.

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 during theyear ended December 31, 2021.

III.Ontario, Canada Lithium Properties (Mineral Leases)

TheseMineral Leases were previously written off at the end of fiscal 2000. During the year ended December 31, 2008, the Company sold all ofits Mineral Leases for gross proceeds of $54,500. However, in the event that at a future date the Mineral Leases are placed into commercialproduction, then the Company is entitled to receive a 0.50% gross receipts royalty after six months from the date of commencement ofcommercial production.

ITEM5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item.5.A. Results of Operations

Thefollowing table contains selected annual information for the three years ended December 31, 2023, 2022 and 2021 which are in accordancewith IFRS:

|                                                               |  | Year                                            Ended December 31, 2023 |         | Year    Ended December 31, 2022 |  | Year    Ended December 31, 2021
|-------------------------------------------------------------- |  | ------------------------------------------------------------------------ | ------- | -------------------------------- |  | --------------------------------
|Revenue                                                        |  | $                                                                        | 0       |                                  |  | $                               
|Interest    income                                            |  |                                                                          | 0       |                                  |  |                                 
|Expenses                                                       |  |                                                                          | 48,820  |                                  |  |                                 
|Basic    and diluted loss per common share before other items |  |                                                                          |         |                                  |  |                                 
|Comprehensive    loss                                         |  |                                                                          | (48,820 | )                                |  |                                 
|Total    assets                                               |  |                                                                          | 121,374 |                                  |  |                                 
|Long-term    financial obligations                            |  |                                                                          | 0       |                                  |  |                                 
|Cash    dividends                                             |  |                                                                          | 0       |                                  |  |                                 

All financialfigures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.

InCanada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ”, and in theUSA, the Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June1, 2020. Presently, the Company’s common shares are listed for trading in the USA on the PINK Sheets on the OTC market. The Cusipnumber of the Company’s common shares is 88429G201. The Company’s office is located at Suite 575 – 510 Burrard Street,Vancouver, British Columbia, Canada, V6C 3A8 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.

12







Forthe year ended December 31, 2023:

| | • | The                                            Company’s operating expenses were $48,820 as compared to $125,036 for the corresponding                                            period in 2022 and as compared to $1,044,863 for the corresponding period in 2021.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The                                            Company recorded a comprehensive loss of $48,820 as compared to a comprehensive loss of $125,036                                            for the corresponding period in 2022 and as compared to a comprehensive loss of $1,044,863                                            for the corresponding period in 2021.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The                                            Company’s basic and diluted loss per common share was $0.00 as compared to a basic                                            and diluted loss per common share of $0.03 and as compared to a basic and diluted loss of                                            $0.24 during the corresponding period in 2021.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The                                            Company’s total assets were $121,374 as compared to $55,683 during the corresponding                                            period in 2022 and as compared to $2,113 during the corresponding period in 2021.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The                                            Company’s total liabilities were $741,436 as compared to $826,925 during the corresponding                                            period in 2022 and as compared to $697,319 during the corresponding period in 2021.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The                                            Company had a working capital deficiency of $719,054 as compared to a working capital deficiency                                            of $825,243 during the corresponding period of 2022 and as compared to a working capital                                            deficiency of $695,206 during the corresponding period of 2021.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

TheCompany’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’sAuditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1.The telefax number is (604) 689-2778.

Pursuantto debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, includingJackpot Digital Inc. (“Jackpot’) and the Company’s President and CEO, on January 25, 2021 the Company issued a totalof 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”),of which Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired 615,395 DebtSettlement Shares of the Company. As of the date of this Annual Report, Jackpot owns 607,377 common shares of the Company representingapproximately 4.42% of the issued and outstanding common shares of the Company.

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.

Atthe Company’s Annual General Meeting, which was held on November 14, 2022, 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.

Atthe Company’s Annual General Meeting, which was held on December 12, 2023 (see Exhibit 13.7* - Attached), 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.

13







DuringDecember 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 only able to raise the amount of $20,000 whichthe Company intended to incur towards mineral exploration work expenditures during the Company’s 2021 fiscal year. As such, theCompany issued 80,000 flow-through units. Each flow-through unit consisted 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. As the Company was notable to utilize the $20,000 towards mineral exploration expenditures, during the year-ended December 31, 2022, the Company made a formalapplication to Canada Revenue Agency (the “CRA”) and cancelled the Company’s flow-through share application which wassubmitted to the CRA during the year ended December 31, 2020 (see Exhibit 10.21* - Attached). Subsequent to the year-endedDecember 31, 2022, the non-flow share purchase warrants expired unexercised.

TheCompany is presently not a party to any legal proceedings whatsoever.

Summaryof Quarterly Results

|For    the Quarterly Periods ended:                  |  | December    31, 2023 |                                                               | September    30, 2023 |  | June                                            30, 2023 |                                                                | March    31, 2023
|----------------------------------------------------- |  | --------------------- | ------------------------------------------------------------- | ---------------------- |  | --------------------------------------------------------- | -------------------------------------------------------------- | ------------------
|Total    Revenues                                    |  |                       | 0                                                             |                        |  |                                                           | 0                                                              |                   
|Net    income/(loss) and Comprehensive income/(loss) |  |                       | (35,061                                                       | )                      |  |                                                           | (21,948                                                        | )                 
|Income/(loss)    per share                           |  |                       | (0.00                                                         | )                      |  |                                                           | (0.00                                                          | )                 
|                                                      |  |                       |                                                               |                        |  |                                                           |                                                                |                   
|                                                      |  |                       |                                                               |                        |  |                                                           |                                                                |                   
|For    the Quarterly Periods ended:                  |  |                       | December                                            31, 2022 |                        |  |                                                           | September                                            30, 2022 |                   
|Total    Revenues                                    |  |                       | 0                                                             |                        |  |                                                           | 0                                                              |                   
|Net    loss and comprehensive loss                   |  |                       | (57,456                                                       | )                      |  |                                                           | (20,694                                                        | )                 
|Loss    per share                                    |  |                       | (0.01                                                         | )                      |  |                                                           | (0.00                                                          | )                 

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

Extra High Property

Due to the Company's limited resources and the uncertainty of the renewal of the claims, the Company did not budget nor plan for any activities for 2022 during its 2021 year-end audit. These conditions led to impairment indicators, resulting in the Extra High Property's book value being written down to $Nil. During the year ended December 31, 2021, the Company recorded an impairment loss of $25,001 relating to the Extra High Property.

Pursuant to the Company's offer letter to Colt Resources dated July 6, 2022 which was accepted by Colt Resources, the Company has made a cash payment of $15,000 and, has issued 50,000 common shares in the capital of the Company to Colt Resources as consideration for the full and final settlement of all matters between the Company and Colt Resources in respect to the Extra High Property. The 50,000 common shares in the capital of the Company were valued at $1,000 and were subject to a hold period from trading which expired on December 10, 2022.

During the year ended December 31, 2022, the Company incurred $38,001 to extend the expiry date of the Extra High Property to June 30, 2023.

During 2023, the Company was determined to further extend the expiry of the Extra High Property and secured a financing, The Company committed $50,000 towards an exploration work program in two phases and spent $44,991 during 2023 and the costs were capitalized, and the expiry of the Extra High Property was further extended as a  result of the work performed on the property, with the remaining $5,009 being spent subsequent to December 31, 2023.

As at December 31, 2023, the Company has recorded a book value of $98,992 on the Extra High Property.

Item5.B. Liquidity and Capital Resources

Liquidityand Capital Resources

TheCompany has incurred significant operating losses over the past three fiscal years, has limited resources, and no sources of operatingcash flow.

During2024, the Company shall require at least $400,000 so as 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.

14







Asat December 31, 2023:

|• |  | the                                            Company’s total assets were $121,374 as compared to $55,683 for the year ended December                                            31, 2022 and as compared to $2,113 for the year ended December 31, 2021.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company’s total liabilities were $741,436 as compared to $826,925 for the year ended                                            December 31, 2022 and as compared to $697,319 for the year ended December 31, 2021.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company had $18,304 in cash as compared to $122 in cash for the year ended December 31, 2022                                            and as compared to $1,611 in cash for the year ended December 31, 2021.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company had GST receivable in the amount of $4,078 as compared to $1,560 for the year ended                                            December 31, 2023 and as compared to $502 for the year ended December 31, 2021.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sharesfor Debt Financing

Pursuantto debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, onJanuary 25, 2021, the Company issued 2,957,406 common shares of the Company (the “Debt Settlement Shares of the Company”)at a 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.

PrivatePlacement Financings

Duringthe year ended December 31, 2023, the following transactions have occurred:

|• |  | On                                            July 24, 2023, the Company closed a non-brokered private placement financing which was announced                                            on June 5, 2023 for gross proceeds of $50,000 through the issuance of 2,000,000 flow-through                                            units of the Company at $0.025 per unit. Each unit consists of one flow-through common share                                            in the capital of the Company and non-flow-through share purchase warrant to purchase an                                            additional common share in the capital of the Company at the price of $0.05 per common share                                            for a period of 5 years. All securities issued in connection with this financing include                                            a hold period in accordance with applicable securities laws. Based on the residual method                                            the warrants were valued at $nil. The units were issued below the then market price of the                                            Company shares, therefore a flow-through premium was recorded.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | On                                            May 15, 2023, the Company closed the non-brokered private placement financing which was announced                                            in December 2022 for gross proceeds of $150,000 through the issuance of 6,000,000 units of                                            the Company at $0.025 per unit. Each unit consists of one common share in the capital of                                            the Company and one share purchase warrant to purchase an additional common share in the                                            capital of the Company at the price of $0.05 per common share for a period of 5 years. All                                            securities issued in connection with this financing included a hold period in accordance                                            with applicable securities laws. Based on the residual value the warrants were valued at                                            $nil.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duringthe year ended December 31, 2022, the following share transactions occurred:

i)During August and October 2022, the Company issued in aggregate 1,200,000 non flow-through units of the Company. Each non flow-throughunit consists of one common share and one share purchase warrant to acquire one common share of the Company at a price of $0.05 for aperiod of five years. All securities issued in connection with this financing were subject to four-months and one day hold period.

ii)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.

15







LoanPayable

TheCompany had borrowed the sum of $103,924 from a 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 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 during the year ended December 31, 2021. 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, 2023, the loan is outstanding andhas accrued interest in the amount of $12,973.

ConvertibleDebentures Financing 2015

OnJanuary 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. Theconvertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertibledebentures are convertible into common shares of the Company at a conversion price of $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.

Asat December 31, 2023, the Company recorded interest expense of $30,000 (December 31, 2022 - $30,000). As of December 31, 2023, $250,000of the convertible debentures are outstanding plus the accrued interest of $269,589 (December 31, 2022 - $239,589).

ConvertibleDebentures Financing 2013

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 during the year ended December 31,2021.

Warrants

Asat December 31, 2023, a total of 9,200,000 warrants exercisable at the price of $0.05 per warrant share were outstanding. As of the dateof this MD&A, there are 9,200,000 share purchase warrants 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.

StockOptions

Asat December 31,2023, there were no outstanding stock options (December 31, 2022 – Nil).

16







Item5.C. Research and development, patents and licences

TheCompany does not have a research and development department nor does it have any patents or licenses.

Item5.D. Trend Information

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.

Item5.E. Off balance sheets arrangements.

TheCompany has no off balance sheets arrangements and the Company’s financial information including its balance sheets and statementsof comprehensive loss have been fairly represented in accordance with IFRS.

Item5.F. Tabular disclosure of contractual obligations

TheCompany has two convertible debentures totalling $250,000 plus accrued interest, which have been extended indefinitely (see Exhibit 10.15.1 - Incorporated by reference). The Company has no Capital Lease Obligations or Purchase Lease Obligations reflected on the Company’sBalance Sheets, however the Company has Obligations pursuant to the 2015 Convertible Debentures Financing (see Exhibit 10.15 –Incorporated by reference). During the year ended December 31, 2021, the Company entered into Debt Settlements Agreements to settle certainoutstanding debts and loans (see Exhibit 10.20 – Incorporated by reference).

Furthermore,pursuant to the Property Purchase Agreement with Colt, the Company was obligated to pay $75,000 to Colt within eighteen months from theclosing date of the Property Option Agreement (see Exhibit 10.11.5 – Incorporated by reference). Pursuant to the Company’soffer letter to Colt dated July 6, 2022 which was accepted by Colt (see Exhibit 10.11.6* - Attached), the Company has madea cash payment of $15,000 and, has issued 50,000 common shares in the capital of the Company to Colt as consideration for the full andfinal settlement of all matters between the Company and Colt in respect to the Extra High Property located in the Province of BritishColumbia. The 50,000 common shares in the capital of the Company were subject to a hold period from trading which expired on December10, 2022.

Inrespect to information covered by Items 5.E. and 5.F., all financial information and statements have been fairly represented in accordancewith IFRS.

Item5.G. Safe Harbour

SpecialNote regarding Forward-Looking Statements

Wemake certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, andSection 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources,business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and othermatters. The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements. To comply withthe terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantiallyfrom the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,”“expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,”“goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,”“may,” “could,” “should,” “might,” “likely,” “enable” or similarwords or expressions are used in this Form 20-F, as well as statements containing phrases such as “in our view,” “therecan be no assurances,” “although no assurances can be given,” or “there is no way to anticipate with certainty,”forward-looking statements are being made. These forward-looking statements speak as of the date of this Form 20-F.

17







Theforward-looking statements are not guarantees of future performance and involve risk and uncertainties. These risks and uncertaintiesmay affect the operation, performance, development and results of our business and could cause future outcomes to differ materially fromthose set forth in our forward-looking statements. These statements are based on our current beliefs as to the outcome projected or impliedin the forward-looking statements. Furthermore, some forward-looking statements are based upon assumptions of future events which maynot prove to be accurate. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks anduncertainties referred to in “Item 3.D. RISK FACTORS,” and elsewhere within the document and in other of our filings withthe Securities and Exchange Commission.

Newrisk factors emerge from time to time and it is not possible for us to predict all such risk factors which can cause actual results todiffer significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, investors should notoverly rely or attach undue weight to forward-looking statements as an indication of our actual future results.

ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Asof December 31, 2023, the name, municipality of residence and the principal occupation of the directors and officers of the Company arethe following:

|Name    and municipality of residence                                                           | Position    with the Registrant                           | Date    of Birth                                            | Principal    occupation                                                                     | Term    of Office with the Registrant                                          
|------------------------------------------------------------------------------------------------ | ---------------------------------------------------------- | ------------------------------------------------------------ | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------
|Jacob                                            H. Kalpakian(1)    Vancouver,    B.C. Canada | President,    CEO and Director                            | October                                            18, 1968 | President                                            & CEO                                  | April                                            2017 to Present               
|                                                                                                 |                                                            |                                                              | Vice    President of Registrant                                                             | 1991    to April 2017                                                          
|                                                                                                 |                                                            |                                                              | President    of Jackpot Digital Inc. (“Jackpot”)                                            | 1991    to Present                                                             
|                                                                                                 |                                                            |                                                              | CEO    of Jackpot                                                                           | 2004    to Present                                                             
|                                                                                                 |                                                            |                                                              | President    of Yo Eleven Gaming Inc.                                                       | June    2021 to Present                                                        
|                                                                                                 |                                                            |                                                              |                                                                                              |                                                                                 
|Neil                                            Spellman*(2)    Carlsbad,    CA, USA          | CFO                                            & Director | January                                            24, 1953 | Director                                            of the Registrant CFO of the Registrant | Aug                                            2016 to Present                 
|                                                                                                 |                                                            |                                                              | Director    of Jackpot                                                                      | April    2017 to Present                                                       
|                                                                                                 |                                                            |                                                              | Senior    Vice President of DB Financial                                                    | 2002    to July 2020                                                           
|                                                                                                 |                                                            |                                                              | CFO    of Yo Eleven Gaming Inc.                                                             | June    2021 to Present                                                        
|Gregory                                            T. McFarlane*    Washington,    Utah, USA  | Director                                                   | November    13, 1968                                        | Director                                            of the Registrant Director of Jackpot   | 1992                                            to Present                     
|                                                                                                 |                                                            |                                                              | Principal    of McFarlane Media, LLC (2005)                                                 | 2005    to Present                                                             
|                                                                                                 |                                                            |                                                              | Director    of Yo Eleven Gaming Inc.                                                        | June    2021 to Present                                                        
|Bedo                                            H. Kalpakian* (2)    Delta,    B.C. Canada    | Director                                                   | May    14, 1946                                             | Director                                            of the Registrant                       | 2021                                            to Present    1984    to 2017
|Maria                                            P. Arenas    Surrey,    B.C. Canada          | Corporate    Secretary                                    | September    29, 1969                                       | Corporate                                            Secretary of the Registrant            | 2008                                            to Present                     
|                                                                                                 |                                                            |                                                              | Corporate    Secretary of Jackpot                                                           | 2008    to Present                                                             
|                                                                                                 |                                                            |                                                              | Corporate    Secretary of Yo Eleven Gaming Inc.                                             | June    2021 to Present                                                        



*Membersof the Company’s audit committee.

(1)Upon Bedo H. Kalpakian stepping down as President & CEO, as of April 1, 2017, Mr. Jacob H. Kalpakian was appointed as President &CEO.

(2)Upon Bedo H. Kalpakian stepping down as CFO, as of April 1, 2017, Mr. Neil Spellman has been appointed as CFO. As of May 25, 2021, BedoH. Kalpakian was appointed to the Board of Directors.

Alldirectors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occursfirst.

Thereare no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred toabove was selected as a director or member of senior management.

Item6.B. Compensation

OnAugust 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated bymutual consent (see Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of KalpakianBros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and directorof the Company was a principal of Kalpakian Bros. until December 31, 2019.

Pursuantto indemnity agreements dated April 1, 1993, January 7, 2008, August 2 2016, and May 25, 2021 between the Company and each of Bedo H.Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, Maria P. Arenas, and Neil Spellman (collectively “the directors and officers”),the Company agreed to indemnify and save the directors and officers, their heirs and personal representatives harmless from and againstall costs, charges and expenses arising out of their association with the Registrant. These costs, charges and expenses include any amountspaid to settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settlean administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of the Company.The Company Act requires a Court Order to be obtained prior to the Company making payment under the indemnity agreements. To date, theCompany has not made any payments under the indemnity agreements.

During2023, 2022 and 2021, there were no stock options granted to Directors, Officers and Employees.

TheCompany has no long-term incentive plans in place and, has not granted any stock appreciation rights.

18







Item6.C. Board Practices

6.C.1.Directors’ Terms of service.

Alldirectors are elected annually by the Company’s shareholders to serve for a term of one year until the next annual general meetingof the shareholders. All directors may be annually re-elected by the Company’s shareholders at the annual general meeting of theshareholders for additional one year terms. Jacob H. Kalpakian has served as a director since 1991; Gregory T. McFarlane has served asa director since 1992; Neil Spellman has served as a director since August 2016 and Bedo H. Kalpakian served as director from 1984 until2017 and again since May 25, 2021.

6.C.2.Details of Directors’ Service Contracts.

OnAugust 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated bymutual consent (Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of KalpakianBros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and directorof the Company was a principal of Kalpakian Bros. until December 31, 2019.

6.C.3.Details relating to the Company’s audit committee and remuneration committee.

Alldirectors are elected annually by the Company’s shareholders to act as directors of the Company for a term of one year. The Company’saudit committee is appointed on an annual basis by the Company’s directors. Presently, the Company’s audit committee consistsof the following directors; Neil Spellman, Gregory T. McFarlane and Bedo H. Kalpakian. The majority of the members of the audit committeemust be made up of directors who are not officers of the Company. The audit committee is also responsible to monitor compliance of theCompany’s Code of Ethics (see Exhibit 14.1 – Incorporated by reference).

Pursuantto Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee andother information required to be disclosed have been disclosed in the Company’s Annual Information Circular with respect to theCompany’s Annual General Shareholder’s meeting which was held on December 12, 2023. The Company’s 2023 Annual InformationCircular (see Exhibit 13.7* - Attached) includes the Company’s Audit Committee Disclosure under Form 52-110F2.

TheCompany does not have a remuneration committee or an executive committee largely due to its size.

Item6.D. Employees

TheCompany’s employees are not represented by a union or other collective bargaining organization and the Company has not experiencedany work stoppage by its employees. The Company believes that its employee relations are good.

19







Item6.E. Share Ownership

Thenumber of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2023are as follows:

|Name    of Director/Officer and Municipality |  | Number    of Issued Shares |           | Percentage    of the total Issued Share Capital*
|--------------------------------------------- |  | --------------------------- | --------- | -------------------------------------------------
|Jacob    H. Kalpakian Vancouver, BC, Canada  |  |                             | 5,403,039 | (1)                                              
|Gregory    T. McFarlane, Washington, UT, USA |  |                             | 25        |                                                  
|Bedo    Kalpakian, Delta, BC, Canada         |  |                             | 140,786   |                                                  
|Neil    Spellman Carlsbad, CA, USA           |  |                             | 0         |                                                  
|Maria    P. Arenas Surrey, BC, Canada        |  |                             | 114       |                                                  

Notes:*Based on 13,745,947issued and outstanding common shares as of December 31, 2023.

(1)Of these common shares, 126,264 are held by 30 Rock Management Inc., 2,217,656 are held by Kalpakian Bros.and 302,831 are held by a familymember.

(2)Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.

Thenumber of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2022are as follows:

|Name    of Director/Officer and Municipality |  | Number    of Issued Shares |           | Percentage    of the total Issued Share Capital*
|--------------------------------------------- |  | --------------------------- | --------- | -------------------------------------------------
|Jacob    H. Kalpakian Vancouver, BC, Canada  |  |                             | 1,802,039 | (1)                                              
|Gregory    T. McFarlane, Washington, UT, USA |  |                             | 25        |                                                  
|Bedo    Kalpakian, Delta, BC, Canada         |  |                             | 140,786   |                                                  
|Neil    Spellman Carlsbad, CA, USA           |  |                             | 0         |                                                  
|Maria    P. Arenas Surrey, BC, Canada        |  |                             | 114       |                                                  

Notes:*Based on 5,745,947issued and outstanding common shares as of December 31, 2022.

(1)Of these common shares, 126,264 are held by 30 Rock Management Inc., 1,416,656 are held by Kalpakian Bros.and 2,831 are held by a familymember.

(2)Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.

Thenumber of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2021were as follows:

|Name    of Director/Officer and Municipality |  | Number    of Issued Shares |         | Percentage    of the total Issued Share Capital*
|--------------------------------------------- |  | --------------------------- | ------- | -------------------------------------------------
|Jacob    H. Kalpakian Vancouver, BC, Canada  |  |                             | 439,039 | (1)                                              
|Gregory    T. McFarlane, Washington, UT, USA |  |                             | 25      |                                                  
|Bedo    Kalpakian, Delta, BC, Canada         |  |                             | 140,786 |                                                  
|Neil    Spellman Carlsbad, CA, USA           |  |                             | 0       |                                                  
|Maria    P. Arenas Surrey, BC, Canada        |  |                             | 114     |                                                  

Notes:*Based on 4,495,947issued and outstanding common shares as of December 31, 2021.

(1)Of these common shares, 126,264 were held by 30 Rock Management Inc., 303,656 were held by Kalpakian Bros.and 2,831 were held by a familymember.

(2)Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.

Item6.E.2. Stock Options for Employees

Fromtime to time the Company grants Incentive Stock Options to its directors, officers, employees and consultants. The incentive stock optionsentitle the holders to acquire common shares of the Company from treasury. The incentive stock options are a means of rewarding futureservices provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past servicesrendered.

Atthe Company’s Annual General Meeting of shareholders held on April 30, 2004, the shareholders of the Company approved the Company’s2004 Stock Option Plan (Exhibit 10.7 – Incorporated by reference). Shareholders of the Company adopted and approved the 2015 StockOption Plan at the Company’s Annual and Special General Meeting of Shareholders which took place on June 4, 2015 (see Exhibit 12– Incorporated by reference) and was re-approved by the Shareholders of the Company at the Annual General Meeting of Shareholderswhich took place on Wednesday, November 18, 2019 see Exhibit 13.3 – Incorporated by reference), at the Annual General Meeting ofShareholders which took place on Friday, November 20, 2020 (see Exhibit 13.4 -Incorporated by reference), at the Annual GeneralMeeting of Shareholders which took place on Friday, December 3, 2021 (see Exhibit 13.5 – Incorporated by reference), at the AnnualGeneral Meeting of Shareholders which took place on Monday, November 14, 2022 (see Exhibit 13.6 – Incorporated by reference) andat the last Annual General Meeting of Shareholders which took place on Tuesday, December 12, 2023 (see Exhibit 13.7* - Attached).

20







TheCompany’s 2015 Stock Option Plan reserves for granting to directors, officers, employees and consultants 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.

During2023, 2022 and 2021 there were no stock options granted to Directors, Officers, Employees and Consultants.

ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.1.The Company is a publicly-owned corporation, the common shares of which are owned by Canadian residents, U.S. residents, and residentsof other countries. The Company is not directly or indirectly controlled by any foreign government. However, Jackpot owned 48.64% ofthe Company’s issued and outstanding common shares as at December 31, 2018. During the twelve months ended December 31, 2019, Jackpotsold a total of 680,000 of the Company’s common shares. As at December 31, 2019 and 2020, Jackpot owned 9,997 common shares ofthe Company. In addition, Jackpot owned 689,997 share purchase warrants of the Company exercisable at $0.60 per share which expired unexercisedon November 2, 2022. Subsequent to the year-ended December 31, 2020, Jackpot acquired 597,380 (post-consolidated) additional shares pursuantto a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).

Asof the date of this Annual Report, Jackpot owns 607,377 common shares of the Company representing 4.42% of the issued and outstandingcommon shares of the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.

Asat December 31, 2023, the following persons or corporations beneficially own, directly or indirectly, or exercise control overshares carrying more than 5% of the issued and outstanding shares of the Company:

|Name    of Shareholder and Municipality                              |  | Number    of Issued Capital |           | Percentage    of the Total Issued Share Capital*
|--------------------------------------------------------------------- |  | ---------------------------- | --------- | -------------------------------------------------
|Bedo    H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC |  |                              | 5,543,825 | (1)                                              
|Roberto    Fia, Toronto, ON                                          |  |                              | 4,040,000 |                                                  

(1)Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 2,756,288 common shares are held by Jacob H. Kalpakiandirectly, 2,343,920 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 302,831 common sharesare held by a family member of Jacob H. Kalpakian.

*Based on 13,745,947issued and outstanding common shares as of December 31, 2023.

Asat December 31, 2022, the following persons or corporations beneficially own, directly or indirectly, or exercise control overshares carrying more than 5% of the issued and outstanding shares of the Company:

|Name of Shareholder and Municipality                              |  | Number of Issued Capital |           | Percentage of the Total Issued Share Capital*
|----------------------------------------------------------------- |  | ------------------------ | --------- | ---------------------------------------------
|Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC |  |                          | 1,942,825 | (1)                                          
|Jackpot Digital Inc., Vancouver, BC                               |  |                          | 607,377   |                                              



(1)Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 256,288 common shares are held by Jacob H. Kalpakian directly,1,542,920 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 2,831 common shares are held bya family member of Jacob H. Kalpakian.

*Based on 5,745,947issued and outstanding common shares as of December 31, 2022.

21







Asat December 31, 2021, the following persons or corporations beneficially own, directly or indirectly, or exercise control overshares carrying more than 5% of the issued and outstanding shares of the Company:

|Name of Shareholder and Municipality                                                                 |  | Number of Issued Capital |           | Percentage of the Total Issued Share Capital*
|---------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | ---------------------------------------------
|Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC |  |                          | 1,317,249 | (1)                                          
|Jackpot Digital Inc., Vancouver, BC                                                                  |  |                          | 607,377   |                                              



(1)Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 6,288 common shares are held by Jacob H. Kalpakian directly,737,424 common shares are held by Isabel Kalpakian, 429,920 common shares are held by private companies which are controlled by JacobH. Kalpakian, and 2,831 common shares are held by a family member of Jacob H. Kalpakian.

*Based on 4,495,947issued and outstanding common shares as of December 31, 2021.

7.A.1.(c)All shareholders of the Company have equal voting rights. Holders of common shares of the Company are entitled to one vote per shareat all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assetsof the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company.There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.

7.A.2.As of December 31, 2023, the Company had 13,745,947 issued and outstanding common shares. The number of outstanding common sharesof the Company held in the United States and the number of registered holders thereof were 919 outstanding common shares and 2 registeredshareholders (which include depository trusts which hold shares on behalf of non-registered shareholders).

7.A.3.To the best of the Company’s knowledge the Company is not controlled directly or indirectly by any foreign government or byany natural or legal person severally or jointly other than as disclosed in 7.A.1. in this Annual Report.

7.A.4.To the best of the Company’s knowledge, there are no known arrangements which may at a subsequent date result in a change ofcontrol of the Company.

Item7.B. Related Party Transactions

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

TheCompany has an office lease agreement with Jackpot. Under the agreement, the Company is entitled to have office space from Jackpot ata monthly rate of $1,000 plus applicable taxes. Furthermore, Jackpot or the Company may terminate this agreement by giving each othera three months’ notice in writing.

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 September 30, 2024. 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.

Duringthe year ended December 31, 2023 the Company settled accounts payable and recognized a gain of $53,371 (December 31, 2022 and 2021 -$nil).

22







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

|                                                            |  | December    31, 2023 |        | December    31, 2022
|----------------------------------------------------------- |  | --------------------- | ------ | ---------------------
|Advances    from directors (interest at prime plus 1%)     |  | $                     | —      |                      
|Entities    controlled by directors (non-interest-bearing) |  |                       | 82,328 |                      
|                                                            |  |                       | 82,328 |                      



Theconvertible debentures and accrued interest of $519,589 (December 31, 2022 - $489,589) is owed 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.

|                                                                                                                    |  | 2023 |        | 2022 |  | 2021
|------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | ----
|Interest    charged on amounts due to related parties                                                              |  | $    | 1,100  |      |  | $   
|Interest    on convertible debentures                                                                              |  |      | 30,000 |      |  |     
|Rent    charged by entities with   common directors                                                                |  |      | 12,000 |      |  |     
|Office    expenses charged by, and other expenses paid on behalf of the Company by a company with common directors |  |      | 15,081 |      |  |     
|                                                                                                                    |  | $    | 58,181 |      |  | $   

TheCompany, together with Jackpot a related company with certain common directors, have entered into an office lease agreement, and an officesupport services agreement.

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 (see Exhibit 10.15.1 – Incorporated by reference) 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, 2023, the Company recorded interest expense of $30,000 (2022 - $30,000). As of December 31, 2023, $250,000 of the convertibledebentures are outstanding plus the accrued interest of $269,589 (2022 - $239,589).

Pursuantto debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, includingJackpot Digital Inc. (“Jackpot’) and the Company’s President and CEO, on January 25, 2021 the Company issued a totalof 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”),of which Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired 615,395 DebtSettlement Shares of the Company. As of the date of this Annual Report, Jackpot owns 607,377 common shares of the Company representingapproximately 4.42% of the issued and outstanding common shares of the Company. The Debt Settlement Shares of the Company were subjectto a hold period which expired on May 26, 2021.

23







Jackpotis related to the Company by virtue of the fact that Jackpot’s CEO and President, namely Jacob H. Kalpakian, is the President &CEO of the Company. Furthermore, Gregory T. McFarlane and Neil Spellman are directors of both the Company and Jackpot.

Previously,the Company hired the services of J.W. Murton & Associates to provide geological services. J.W. Murton & Associates is a privatecompany owned by J.W. Murton, a former director of the Company.

Coltwas previously related to the Company by virtue of the fact that Bedo H. Kalpakian was the President and CEO of Colt and was the formerPresident, CEO and CFO of the Company, and Jacob H. Kalpakian was the Vice President and Director of Colt and is the President, CEO andDirector of the Company. Furthermore, J. Wayne Murton was a former Director of the Company and was a director of Colt.

TheCompany is or was related to the following companies by common management and/or directors and/or officers:

|- |  | Jackpot                                            Digital Inc. (“Jackpot”), a public company listed on the TSX Venture Exchange,                                            also quoted in the U.S.A. on the OTCQB of the OTC Markets Group and on the Frankfurt Stock                                            Exchange. Jacob H. Kalpakian is an officer, director and shareholders of Jackpot and Gregory                                            T. McFarlane and Neil Spellman are directors of Jackpot. Bedo H. Kalpakian was a director                                            and officer of the Company and was an officer and director of Jackpot. As of May 25, 2021,                                            Bedo Kalpakian was appointed to the Board of Directors of the Company.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | Kalpakian                                            Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British                                            Columbia, the principal shareholder is Jacob H. Kalpakian, director of the Company;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | Yo                                            Eleven Gaming Inc. (“Yo Eleven”), a reporting issuer incorporated under the laws                                            of the Province of British Columbia. Jacob Kalpakian, Neil Spellman and Greg McFarlane are                                            directors of Yo Eleven and Maria Arenas is the Corporate Secretary of Yo Eleven;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | BHK                                            Management Inc., was a private company incorporated under the laws of the Province of British                                            Columbia, the principal shareholder of which was Bedo H. Kalpakian, who is currently a director                                            of the Company;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | 30                                            Rock Management Inc., a private company incorporated under the laws of the Province of British                                            Columbia, the principal shareholder of which is Jacob H. Kalpakian, a director of the Company;
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | Colt                                            Resources Inc. (“Colt”), is a public company. Colt was formerly related to the                                            Company by certain directors and officers as more particularly described in this Annual Report;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | J.W.                                            Murton & Associates, a private company incorporated under the laws of the Province of                                            British Columbia, the principal shareholder of which is J. Wayne Murton, a former director                                            of the Company;
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | Green                                            Arrow Resources Inc. (“Green Arrow”) is a public company listed on the TSX Venture                                            Exchange. Jacob H. Kalpakian was a former President and director of Green Arrow from April                                            2012 until November 2017. Neil Spellman and Bedo Kalpakian were also former directors of                                            Green Arrow until March 14, 2017 and November 30, 2017, respectively.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | 27                                            Red Capital Inc., a reporting issuer incorporated under the laws of the Province of British                                            Columbia. Jacob Kalpakian was a former officer and director. Bedo H. Kalpakian and Neil Spellman                                            were former directors of 27 Red Capital Inc.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- |  | 4                                            Touchdowns Capital Inc., a reporting issuer incorporated under the laws of the Province of                                            British Columbia. Jacob Kalpakian was a former officer and director. Bedo H. Kalpakian and                                            Neil Spellman were former directors of 4 Touchdowns Capital Inc.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



24







Item7.C. Interests of Experts and Counsel

NotApplicable.

ITEM8. FINANCIAL INFORMATION

Item8.A. Financial Statements and Other Information

TheCompany’s Audited Financial Statements together with the Management’s Discussion & Analysis for the year ended December31, 2023, are included in Item 17 of this Annual Report.

Item8.A.7. Legal Proceedings

OnJanuary 17, 2017 a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company forthe sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s solicitorClark Wilson LLP.

OnFebruary 21, 2017 an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and Jamco CapitalInc. (formerly Kape Holdings Inc.) (“Jamco”) whereby the outstanding debt in the amount of $53,024.40 was assigned to Jamco.The Company had acknowledged this assignment to Jamco and agreed to adjust the Company’s financial accounts and records to reflectthis assignment. Jamco is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuancewas filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. and Clark Wilson LLP whereby the Civil Claimthat was filed by 310047 B.C. Ltd. against the Company was discontinued. On January 25, 2021, the Company issued 212,098 common sharesto Jamco in settlement of the $53,023.40 pursuant to a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).

TheCompany’s corporate legal counsel is Harper Grey LLP, (Attention: Michael Kennedy), Suite 3200-650 West Georgia Street, VancouverBC V6B 4P7. The telefax number is (604) 669-9385.

Item8.A.8. Dividends

TheCompany entered into an Arrangement Agreement. For further particulars, please see Item 4. C. Organizational Structure.

Item8. B. Significant Changes

Asa result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of theCompany.

During2018, Jackpot owned 689,997 common shares of the Company which represented 48.64% of the Company’s then issued and outstandingcommon shares as at December 31, 2018. As such, Jackpot had direct control of the Company. During the year ended December 31, 2019, Jackpotsold 680,000 common shares of the Company. As at December 31, 2020, Jackpot owned 49,985 common shares in the capital of the Companyrepresenting approximately 0.69% of the then Company’s issued and outstanding common shares. In addition, Jackpot owned 689,997share purchase warrants of the Company exercisable at $0.60 per share which expired unexercised on November 2, 2022. On January 25, 2021,Jackpot acquired additional 597,380 common shares pursuant to a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).As of the date of this Report, Jackpot owns 607,377 common shares of the Company representing approximately 4.42% of the issued and outstandingcommon shares of the Company.

25







ITEM9. THE OFFER & LISTING

Item9.A. (4) Listing Details

OnApril 4, 1985, the Company’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the MontrealExchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listedits common shares from the Montreal Exchange, and, on October 3, 1994, the Company’s shares were delisted from the Nasdaq SmallCapMarket. Effective October 4, 1994, the Company’s shares have been listed for trading on the OTC Bulletin Board, and were listedon the OTCQB tier of the OTC Markets Group (“OTCQB”) until June 1, 2020. Presently, the Company’s common shares arelisted for trading on the PINK Sheets on the OTC market. Effective on November 29, 1999 the Vancouver Stock Exchange became known asthe CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Companymade a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX,as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of trading on July31, 2001. The trading symbol of the Company’s common shares when they were listed on the CDNX was “GGG”.

OnJuly 30, 1986, the Company’s share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company’sshare capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capitalwas consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s name was changed to Lucky1 Enterprises Inc. and its share capital was consolidated on the basis of five-old-for-one-new common share and its authorized sharecapital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s name waschanged to Bronx Ventures Inc. and its share capital was consolidated on the basis of thirty-five-old-for-one-new-common share, and itsauthorized share capital was subsequently increased to an unlimited number of common and preferred shares without par value. Effectiveat the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed, and the common shares ofBronx Ventures Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the U.S.A. under the tradingsymbol “BRXVF”. On March 19, 2007, the Company changed its name to Zab Resources Inc. and subdivided its stock on a one (1)old for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab ResourcesInc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the USA under the symbol “ZABRF”on March 22, 2007.

EffectiveNovember 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”)(formerly Canadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSEsymbol was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.

OnApril 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”)and the Company’s share capital was consolidated on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result,the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”,and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’scommon shares was 500323100.

OnAugust 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE underthe symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”.The Cusip number of the Company’s common shares was 42966V105.

OnJuly 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and theCompany changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from tradingand the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the tradingsymbol of the Company’s shares remained unchanged on the OTCQB under the trading symbol “HHHEF”. The Cusip number ofthe Company’s common shares was 88429G102.

26







OnJune 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’strading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol“HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on theOTC market under the trading symbol “HHHEF”.

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 this Report are post-consolidationamounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.

Thefollowing tables set forth the market price range and trading volumes of the common shares of the Company on the OTC Pink Sheets andon the CSE for the periods indicated.

OTCPink Sheets – OTC Markets Group

TradingRange

|Five    Most Recent Financial Years |  | U.S.$    High |        | U.S.$    Low |  | Volume
|------------------------------------ |  | -------------- | ------ | ------------- |  | ------
|2019                                 |  |                | 0.76   |               |  |       
|2020                                 |  |                | 0.2805 |               |  |       
|2021                                 |  |                | 0.8415 |               |  |       
|2022                                 |  |                | 0.132  |               |  |       
|2023                                 |  |                | N/A    |               |  |       
|                                     |  |                |        |               |  |       
|Two    Most Recent Financial Years  |  |                |        |               |  |       
|Year    2022                        |  |                |        |               |  |       
|Jan    1 – Mar 31                   |  |                | 0.132  |               |  |       
|Apr    1 – Jun 30                   |  |                | N/A    |               |  |       
|Jul    1 – Sept 30                  |  |                | N/A    |               |  |       
|Oct    1 – Dec 31                   |  |                | N/A    |               |  |       
|                                     |  |                |        |               |  |       
|Year    2023                        |  |                |        |               |  |       
|Jan    1 – Mar 31                   |  |                | N/A    |               |  |       
|Apr    1 – Jun 30                   |  |                | N/A    |               |  |       
|Jul    1 – Sept 30                  |  |                | N/A    |               |  |       
|Oct    1 – Dec 31                   |  |                | N/A    |               |  |       



CSE

CanadianStock Exchange

TradingRange

|                                     |  | Cdn    $ High |       | Cdn    $ Low |  | Volume
|------------------------------------ |  | -------------- | ----- | ------------- |  | ------
|Five    Most Recent Financial Years |  |                |       |               |  |       
|2019                                 |  |                | 1.45  |               |  |       
|2020                                 |  |                | 0.30  |               |  |       
|2021                                 |  |                | 1.15  |               |  |       
|2022                                 |  |                | 0.17  |               |  |       
|2023                                 |  |                | 0.075 |               |  |       
|Two    Most Recent Financial Years  |  |                |       |               |  |       
|Year    2022                        |  |                |       |               |  |       
|Jan    1 – Mar 31                   |  |                | 0.17  |               |  |       
|Apr    1 – Jun 30                   |  |                | 0.095 |               |  |       
|Jul    1 – Sep 30                   |  |                | 0.04  |               |  |       
|Oct    1 – Dec 31                   |  |                | 0.04  |               |  |       
|                                     |  |                |       |               |  |       
|Year    2023                        |  |                |       |               |  |       
|Jan    1 – Mar 31                   |  |                | 0.05  |               |  |       
|Apr    1 – Jun 30                   |  |                | 0.05  |               |  |       
|Jul    1 – Sep 30                   |  |                | 0.06  |               |  |       
|Oct    1 – Dec 31                   |  |                | 0.075 |               |  |       



27





Item9.C. Markets

OnApril 4, 1985, the Company’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the MontrealExchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listedits common shares from the Montreal Exchange, and, on October 3, 1994, the Company’s shares were de-listed from the Nasdaq SmallCapMarket. On October 4, 1994, the Company’s shares were listed for trading on the OTC Bulletin Board. On November 29, 1999 the VancouverStock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common sharesfrom trading on the CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective atthe close of trading on July 31, 2001.

OnNovember 28, 2007, the common shares of the Company were listed for trading on the Canadian Stock Exchange (“CSE”) (formerlyCanadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSE symbol waschanged to “ZAB” pursuant to the CSE adopting a three-character symbol format.

OnApril 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”),and the Company consolidated its capital stock on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the sharesof Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”,and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’scommon shares was 500323100.

OnAugust 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE underthe symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”.The Cusip number of the Company’s common shares was 42966V105.

OnJuly 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. (“37 Capital”)and consolidated its share capital on the basis of one new 37 Capital common share for every six old High 5 common shares (1:6). As aresult, the Company’s trading symbol on the CSE is “JJJ” and in the USA, the trading symbol of the Company’sshares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s commonshares was 88429G102.

OnJune 21, 2019 the CSE deemed the Company inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’strading symbol to “JJJ.X”. Effective February 5, 2024, the Company has satisfied the continuous listing requirements of theCSE and is an active issuer trading under the trading symbol “JJJ”. The Company's common shares traded on the OTCQB tierof the OTC markets under the trading symbol “HHHEF” until June 1, 2020.

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. Presently, the Company’s common shares are listed fortrading on the CSE under the trading symbol to “JJJ”, and on the the PINK Sheets on the OTC market under the trading symbol“HHHEF”.

OnFebruary 5, 2024, the CSE has deemed the Company to meet its minimum listing requirements and, as a result, the Company is now tradingunder the symbol “JJJ”.

28







ITEM10. ADDITIONAL INFORMATION

Item10. A. Share Capital

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.

OnJuly 7, 2014, the Company’s name was changed to 37 Capital Inc. (“37 Capital”), its share capital was consolidatedon the basis of 6 (old) shares of High 5 for 1 (new) share of 37 Capital.

Atthe Company’s 2005 Special General Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-ExistingCompany Provisions in the notice of Articles of the Company and approved the alteration of the Company’s Notice of Articles. Theshareholders approved the increase of the Company’s authorized capital to an unlimited number of Common and Preferred Shares, bothwithout par value, approved the adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2 – Incorporatedby reference).

Theauthorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 13,745,947common shares are issued and outstanding as of December 31, 2023. No preferred shares have been issued.

Holdersof common shares of the Company are entitled to one vote per share at all meetings of shareholders of the Company, to receive dividendsas and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to commonshareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrenderrights attached to the common shares of the Company.

Allshares have been issued pursuant to resolutions of the Board of Directors of the Company.

|Outstanding    Share Data                                                              | No.    of Common Shares                                                  | No.    of Preferred Shares | Exercise    Price per Share                  | Expiry    Date                                                                                                                                        
|--------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | --------------------------- | --------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|Issued                                            and Outstanding as at April 29, 2024 | 13,745,947                                                                | Nil                         | N/A                                           | N/A                                                                                                                                                    
|Warrants                                                                                | 250,000    750,000    200,000    6,000,000    2,000,000    9,200,000 | Nil                         | $0.05    $0.05    $0.05    $0.05    $0.05 | August                                            31, 2027    October    7, 2027    October    31, 2027    May    15, 2028    July    24, 2028
|Stock                                            Options                               | 1,750,000                                                                 | Nil                         | $0.10                                         | January                                            29, 2027                                                                                           
|Fully                                            Diluted as at April 29, 2024          | 24,695,947                                                                | Nil                         |                                               |                                                                                                                                                        



29





Item10.A.4. Warrants

Allwarrants have been issued pursuant to resolutions of the Board of Directors of the Company.

Thefollowing summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31,2023, 2022and 2021:

Warrantsactivity for the years ended December 31, 2023, 2022 and 2021 are as follows:

|                               |  | Number    of Warrants |  | Weighted    Average Exercise Price
|------------------------------ |  | ---------------------- |  | -----------------------------------
|Balance,    December 31, 2021 |  |                        |  | 944,997                            
|Issued                         |  |                        |  | 1,200,000                          
|Expired                        |  |                        |  | (864,997                           
|Balance,    December 31, 2022 |  |                        |  | 1,280,000                          
|Expired                        |  |                        |  | (80,000                            
|Issued                         |  |                        |  | 8,000,000                          
|Balance,    December 31, 2023 |  |                        |  | 9,200,000                          

Asof December 31, 2023, the following warrants were outstanding:

|Expiry    Date      |  | Exercise    Price |      | Number    of Warrants Outstanding
|-------------------- |  | ------------------ | ---- | ----------------------------------
|August    31, 2027  |  | $                  | 0.05 |                                   
|October    7, 2027  |  | $                  | 0.05 |                                   
|October    31, 2027 |  | $                  | 0.05 |                                   
|May    15, 2028     |  | $                  | 0.05 |                                   
|July    24, 2028    |  | $                  | 0.05 |                                   
|                     |  |                    |      |                                   

Theweighted average remaining contractual life for warrants outstanding at December 31, 2023 is 4.34 years (2022 – 4.46 years).

Item10.A.5. Stock Options

Fromtime to time, the Company grants stock options to its directors, employees and consultants on terms and conditions acceptable to theRegulatory Authorities. The stock options entitle the holders to acquire common shares of the Company from treasury (see Exhibit 13.3– Incorporated by reference).

The2015 Stock Option Plan was re-approved by the Shareholders at the Company’s Annual General Meeting held on November 14, 2022. 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 (see Exhibit 13.6 – Incorporatedby reference).

As of December31, 2023, there were no stock options outstanding (December 31, 2022: Nil) (December 31, 2021: Nil).

Item10. A.6. History of Share Capital

Thereare no special voting rights attached to any of the Company’s issued and outstanding shares. All shares which were issued fromthe Company’s Treasury were issued for cash or in the case of Finder’s Fees for services rendered or shares for debt in thecase of outstanding debts.

30







CAPITALSTOCK

Authorized:Unlimited number of Common and Preferred shares without par value. No preferred shares have been issued.

Reserves

|                                                     |  |                   |            |        |  | Reserves                                            
|---------------------------------------------------- |  | ----------------- | ---------- | ------ |  | ----------------------------------------------------
|                                                     |  | Common    Shares |            | Amount |  | Equity    Portion of Convertible Debentures Reserve
|Balance,    December 31, 2020                       |  |                   | 1,458,542  |        |  | $                                                   
|Net    loss for the year                            |  |                   | —          |        |  |                                                     
|Private    placement, net of issuance of costs      |  |                   | 80,000     |        |  |                                                     
|Shares    issued for debt, net of issuance of costs |  |                   | 2,957,406  |        |  |                                                     
|Fractional    share adjustment                      |  |                   | (1         | )      |  |                                                     
|Balance,    December 31, 2021                       |  |                   | 4,495,947  |        |  |                                                     
|Net    loss for the year                            |  |                   | —          |        |  |                                                     
|Shares    issued for mineral property interest      |  |                   | 50,000     |        |  |                                                     
|Private    placement, net of issuance of costs      |  |                   | 1,200,000  |        |  |                                                     
|Balance,    December 31, 2022                       |  |                   | 5,745,947  |        |  |                                                     
|Net    loss for the year                            |  |                   | —          |        |  |                                                     
|Private    placement, net of issuance of costs      |  |                   | 8,000,000  |        |  |                                                     
|Balance,    December 31, 2023                       |  |                   | 13,745,947 |        |  | $                                                   

Item10.B. Articles of Association

TheCompany’s shareholders considered and approved a special resolution to adopt new Articles for the Company at the Company’sSpecial Meeting which was held on January 10, 2005, (Exhibit 3.2 – Incorporated by reference). On September 18, 2014, the Company’sshareholders considered and approved a resolution to adopt an Amendment to the Articles for the implementation of the Advance NoticeProvisions (see Exhibit 3 – Incorporated by reference).

31







Item10. C. Material Contracts

Previouslythe Company entered into an Option Agreement, as amended , with Colt on the Extra High Claims, (see Exhibits 10.5; 10.11; 10.5.1; 10.5.2;10.11.2; 10.11.3; 10.11.5)

Pursuantto the Company’s offer letter to Colt dated July 6, 2022 which was accepted by Colt (see Exhibit 10.11.6* - Attached), theCompany has made a cash payment of $15,000 and, has issued 50,000 common shares in the capital of the Company to Colt as considerationfor the full and final settlement of all matters between the Company and Colt in respect to the Extra High Property located in the Provinceof British Columbia. The 50,000 common shares in the capital of the Company were subject to a hold period from trading which expiredon December 10, 2022.

Duringthe year ended December 31, 2008, the Company sold all of its Ontario Lithium Properties to an arm’s length party for gross proceedsof $54,500 consisting of $50,000 cash payment and marketable securities of $4,500 valued at the quoted market price at receipt (see Exhibit10.12 – Incorporated by reference). Furthermore, the arm’s length party is obligated to pay to the Company one-half percent(1/2%) gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Lithium Properties.These properties were previously written-off at the end of fiscal year 2000.

OnSeptember 30, 2019, the Company entered into and executed a Property Option Agreement with Eagle Plains Resources Inc. of Cranbrook,BC (“Eagle Plains”) in respect to the Acacia Property whereby the Company had the right and option to acquire a 60% interestin the Acacia Property by issuing to Eagle Plains in stages a total of 60,000 common shares in the capital of the Company and by incurringa total amount of $2,500,000 in property related expenditures over a period of five years (see Exhibit 10.19 – Incorporated byreference).

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

OnAugust 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated bymutual consent (Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of KalpakianBros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and directorof the Company was a principal of Kalpakian Bros. until December 31, 2019.

TheCompany has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certaincommon directors (see Exhibit 10.18 - Incorporated by reference). 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 to Jackpot 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. 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 consisted of one common share and one sharepurchase warrant. Each warrant was exercisable at the price of $0.60 per share until November 2, 2022. The securities issued were subjectto a hold period in accordance with applicable securities laws. During September 2018, Jackpot sold 160,000 units of 37 Capital to anarm’s length party, and during the year ended December 31, 2019, Jackpot sold 680,000 common shares of the Company. In addition,Jackpot owned 689,997 share purchase warrants of the Company exercisable at $0.60 which expired unexercised on November 2, 2022.

32







OnDecember 11, 2020, the Company entered into debt settlement agreements with certain creditors (the “Company’s Creditors”)whereby the Company’s Creditors agreed to accept common shares in the capital of the Company as full and final settlement of amountsowing to the Company’s Creditors. Pursuant to the debt settlement agreements, on January 25, 2021, the Company issued 2,957,406common shares of the Company (the “Debt Settlement”) with a fair value of $0.55 per common share to certain creditors, includingto a related party and a director and officer of the Company (the “Creditors”) (see Exhibit 10.20 – Incorporated byreference), of which Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired615,395 Debt Settlement Shares of the Company. As of the date of this Annual Report, Jackpot owns 607,377 common shares of the Companyrepresenting approximately 10.5% of the issued and outstanding common shares of the Company. The Debt Settlement Shares of the Companywere subject to a hold period which expired on May 26, 2021.

OnJune 6, 2023 and September 29, 2023, the Company entered into a Geological and Exploration Consulting Contracts (the “Agreements”)(with Discovery Consultants, to provide geological and exploration related services in respect to the Company’s Extra High propertyin British Columba (see Exhibits 21 & 21.2* - Attached).

Item10. D. Exchange Controls

|(a) |  | No                                            governmental laws, decrees or regulations in the Province of British Columbia, Canada, restrict                                            export or import of capital, including, but not limited to, foreign exchange controls, or                                            affect the remittance of dividends, interest or other payments to non-resident holders of                                            the Registrant’s securities.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | There                                            are no limitations on the right of non-resident or foreign owners to hold or vote such securities                                            imposed by foreign law or by the charter or other constituent document of the Registrant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item10.E. Taxation

General

Thefollowing comments summarize the material Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who isa non-resident of Canada and who is a resident of the United States subject to taxation under the laws of the United States.

Thefollowing is based upon the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and regulations thereunder,the U.S. Internal Revenue Code of 1986 (the “Code”) and regulations thereunder, the Canada-United States Income Tax Convention,1980 (the “Convention”), the current administrative policies and practices published by Canada Revenue Agency or by the U.S.Internal Revenue Service and all specific proposals to amend the Tax Act and regulations thereunder that have been publicly announcedby the Minister of Finance (Canada) prior to the date hereof, and judicial decisions, all of which are subject to change. The followingdoes not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and localjurisdictions of the United States or foreign jurisdictions.

Thefollowing is intended to be a general description of the Canadian and U.S. Federal income tax considerations material to a purchase ofthe common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. The followingdoes not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law. Therefore, prospectiveholders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of 37Capital Inc.

33







CANADIANFEDERAL INCOME TAX CONSIDERATIONS

Dividendson Common Stock

Underthe Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada.The Convention reduces this rate to 15% for a shareholder resident in the United States. Withholding tax is further reduced to 5% ifthe United States resident shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation payingthe dividend.

Exemptionsfrom Withholding Tax

TheConvention provides exemption from Canadian income tax on dividends paid to religious, scientific, literary, educational or charitableorganizations or to an organization constituted and operated exclusively to administer or provide benefits under one or more pension,retirement or employee benefit funds or plans. To qualify for exemption such organizations must be resident in the United States andbe exempt from income tax under the laws of the United States.

Dispositionsof Common Stock

Thefollowing comments apply only to a shareholder whose Common stock constitutes capital property to him/her for purposes of the IncomeTax Act.

Commonstock will generally constitute capital property unless the holder is a trader or dealer in securities or is engaged in a venture inthe nature of trade in respect of Common Stock.

Commonstock of a resident public corporation will constitute taxable Canadian property of a shareholder at a particular time if at any timein the preceding five (5) years, 25% or more of the issued shares of any class of the capital stock of the Registrant belonged to thenon-resident shareholder, persons with whom the non-resident did not deal at arm’s length, or to the non-resident shareholder andpersons with whom the non-resident shareholder did not deal at arm’s length.

Underthe Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian propertyand may deduct allowable capital losses from dispositions of taxable Canadian property. If the shares are considered taxable Canadianproperty, the vendor may be required to withhold tax pursuant to section 116 of the Tax Act.

Upondisposal of capital property the amount, if any, by which a taxpayer’s proceeds of disposition exceed or are exceeded by the adjustedcost base of the capital property (including expenses of disposition) represent the capital gain (or loss) on disposition of the capitalproperty. One half of the gain (the “taxable capital gain”) is brought into income and taxed at normal rates. One half ofthe loss (the “allowable capital loss”) can be deducted from taxable capital gains realized in the same year. Pursuant tothe Federal Budget which was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate was reducedfrom three-fourths to two-thirds for dispositions after February 27, 2000. On October 18, 2000, the Federal Budget further reduced theinclusion rate from two-thirds to one-half for dispositions after October 17, 2000. For dispositions of taxable Canadian property anyexcess of allowable capital losses over taxable capital gains becomes a “net capital loss” which can be carried to otheryears to reduce taxable capital gains from the disposition of such property.

TheConvention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property. Thereis no protection for a gain on a disposition of shares the value of which is derived principally from real property in Canada. Protectionunder the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listedon a prescribed stock exchange.

CanadaRevenue Agency has indicated that it considers the protection of the Convention with respect to capital gains extend to a “deemeddisposition” under the Tax Act, including the “deemed disposition” arising upon the death of a taxpayer.

34







U.S.FEDERAL INCOME TAX CONSIDERATIONS

37CAPITAL INC. (“37 Capital”) is classified as a Passive Foreign Investment company (“PFIC”) for U.S. federal incometax purposes since the following conditions have applied for at least one taxable year since 1986:

1)75% or more of its gross income has been passive;

2)The average percentage of its assets producing passive income is at least 50%.

Thefollowing is intended to be a general description of the U.S. Federal income tax considerations material to a purchase of the commonshares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. Prospective holdersare urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of 37 Capital.

Since37 Capital has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in 37 Capital,it remains a PFIC as to that shareholder even if it no longer meets the income or asset test. Classification as a PFIC will create U.S.tax consequences to a U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other investments.

Generally,a U.S. shareholder will realize ordinary income on the receipt of cash dividends or property distributions from an investment in theshares of a foreign corporation to the extent such dividends are paid out of the foreign company’s current accumulated earningsand profits. To the extent of any withholding taxes, both individual and corporate investors must include such taxes in income and, inturn, claim a foreign tax credit. Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxesand claim a foreign tax credit.

Thus,under the general rule, no U.S. federal income tax consequences occur until an actual dividend is paid. Although this general rule canapply in a PFIC investment, there are significant deviations from this general rule and many elections available to a U.S. shareholderthat can alter the U.S. federal income tax consequences. Such consequences will be unique to each U.S. shareholder.

Inthe absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess distribution method. Under this method,where a current year dividend exceeds 125% of the average of dividends during the preceding three taxable years, the excess must be allocatedrateably to each day in the taxpayer’s holding period.

Theamount of the excess allocated to the current year and to years when the corporation was not a PFIC is included in the shareholder’sgross income for the year of the distribution. The remainder of the excess is not included in gross income, but the U.S. shareholdermust pay a deferred tax amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computingand paying the resultant interest on the recomputed tax for each PFIC year. As indicated above, foreign tax credit relief is availablefor withholding taxes for both individual and corporate investors. Relief for underlying corporate tax is only available for certaincorporate investors.

Underthe excess distribution method, gain on the disposition of PFIC shares results in the same allocation process; gross income inclusion;tax re-computation; and interest charges as an excess distribution.

Inlieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund (“QEF”)and be taxed under the QEF method. If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of theearnings of the QEF. The current income inclusion eliminates the interest charge under the excess distribution method. Thus, unlike theexcess distribution method that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation withoutthe receipt of cash.

Shareholders,who make a QEF election may, or may not, remain subject to tax under the excess distribution method. If the U.S. shareholder makes theQEF election for the foreign corporation’s first tax year as a PFIC that is included in the shareholder’s holding period,the excess distribution will not apply to the shareholder. Thus, this type of shareholder will include its pro-rata share of PFIC earningsas a dividend, claim the appropriate foreign tax credit, and not face any interest charge.

35







Ifthe shareholder makes the QEF election at a later time, in the absence of any other PFIC election, current taxation under the QEF methodwill apply prospectively. However, the excess distribution method continues to apply prior to the effective date of the QEF election.

Ifthe shareholder makes the QEF election at a later time, the shareholder has an additional option to make a purging election. If a purgingelection is made, the PFIC stock would be treated as if it were sold and the gain treated as an excess distribution requiring: a grossincome inclusion; allocation to PFIC years in the shareholder’s holding period, a tax re-computation for PFIC years in the shareholder’sholding period; and an interest charge payment. As a result of the purging election, thereafter the excess distribution method wouldnot apply to that shareholder.

Underthe QEF method, the U.S. shareholder has another option. In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholderin a QEF on the last day of the QEF’s tax year may elect to extend the time for payment of any of its undistributed PFIC earningstax liability for the tax year. If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S.shareholder is liable for interest.

Inlieu of any of the above-described methods, since 37 Capital is regularly traded on a national securities exchange, U.S. shareholdersmay wish to make an election to mark to market.

AU.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock. If the election is made, the shareholder includesin income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax yearover the shareholder’s adjusted basis in the stock. Decreases in market value are allowed as deductions, within certain prescribedlimits.

Generally,under the mark to market election, the general PFIC rules under the excess distribution method and QEF method do not apply. However,if the mark to market election is made after a U.S. shareholder has maintained its investment, there are provisions that ensure thatthe interest charge on amounts attributable to periods before the election is not avoided.

PERSONSCONSIDERING THE PURCHASE OF THE COMPANY’S COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN,U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.

Item10. F. Dividends and Paying Agents.

TheCompany’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, BritishColumbia, Canada, V6C 3B9. The telefax number is (604) 661-9407.

Item10. G. Statement by Experts

NotApplicable.

Item10. H. Documents on Display.

Wehave filed this 2023 Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934.Statements made in this Annual Report as to the contents of any contract, agreement or other document referred to are not necessarilycomplete. With respect to each such contract, agreement or other document filed as an exhibit to this Annual Report, reference is madeto the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entiretyby such reference.

Weare subject to the informational requirements of the Securities Exchange Act and file reports and other information with the Securitiesand Exchange Commission. Reports and other information which we file with the Securities and Exchange Commission, including this AnnualReport on Form 20-F, may be inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth StreetN.W., Room 1024, Washington, D.C. 20549. Additionally, copies of this material may also be obtained from the Securities and ExchangeCommission’s Investor Site at http://www.sec.gov . The Commission’s telephone number is 1-800-SEC-0330.

36







Item10. I Subsidiary Information

OnFebruary 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 TouchdownsCapital Inc. (“4 Touchdowns”).

OnApril 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) (see Exhibit 12 – Incorporatedby reference)with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).

Atthe Company’s annual and special meeting which was held on June 4, 2015 (see Exhibit 12 - Incorporated by reference), theCompany’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointmentof the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and4 Touchdowns.

Inrespect to the Plan of Arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court ofBritish Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement (see Exhibit 12 - Incorporatedby reference),.

Acopy of the Arrangement Agreement is available on www.sedarplus.ca.

Asa result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of theCompany.

ITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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).

37







(c)  Credit risk

Creditrisk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractualobligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist ofcash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d)Liquidity risk

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

AtDecember 31, 2023, the Company had cash of $18,304 (December 31, 2022 - $122) available to apply against short-term business requirementsand current liabilities of $741,436 (December 31, 2022 - $826,925). All of the current liabilities are due within 90 days. Amounts dueto related parties are due on demand. As of December 31, 2023, two convertible debentures together with the accrued interest for a totalamount of $519,589 are outstanding, and the loan payable in the amount of $50,000 plus accrued interest in the amount of $12,973 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, 2023, 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.

ITEM12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Asat the date of this Annual Report, the Company has two Convertible Debentures totalling the principal amount of $250,000 plus accruedinterest outstanding (see Exhibits 10.15 & 10.15.1 – Incorporated by reference).

ITEM13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Exceptfor outstanding loans, accounts payable, accrued liabilities and two convertible debentures totalling the principal amount of $250,000plus accrued interest, the Company is not in default in the payment of principal, interest, sinking fund instalment or any other defaultwith respect to any other indebtedness of the Company.

ITEM14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Therehave been no changes in the constituent instruments defining the rights of holders of common stock and no issuance of any other securitiesthat has modified the rights of holders of common stock.

Useof Proceeds from Offering

NotApplicable.

38







ITEM15. CONTROLS AND PROCEDURES

|a) |  | EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.                                                                                                                                                                Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures [(as defined in Rules 13a-15(d) and 15d -15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)] as of the end of the period covered by this Annual Report on Form 20-F.                                                                                                                                                                Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, due to size of the Company and limited segregation of duties, our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|b) |  | MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.                                                                                                                                                                Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.  Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).                                                                                                                                                                All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effectivemay not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation andpresentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.                                                                                                                                                                Based on our assessment, our Chief Executive Officer and our Chief Financial Officer determined that, as of December 31, 2023, our internalcontrol over financial reporting was not effective due to lack of segregation of duties given the size of the Company and its limitedresources.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ThisAnnual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal controlover financial reporting. Management’s report was not subject to attestation by the Company’s registered public accountingfirm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

|c) |  | CHANGES IN INTERNAL CONTROLS.                                                                                                                                                                There were no changes during the period covered by this Annual Report in our company's internal controls over financial reporting thathave materially affected or are reasonably likely to materially affect our company's internal control over financial reporting.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

[Exhibit13.1* – Attached herewith]

[Exhibit13.2* – Attached herewith]

ITEM16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.

16.A.Audit Committee Financial Expert

Thefinancial experience of Neil Spellman (Chairman of the Audit Committee), including his experience as a member of the audit committeeof another public company determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Actof 2002. (See Item 6.C.3. in this Annual Report for further details on the Audit Committee.)

16.B.Code of Ethics

OnMay 31, 2004, the Company’s Board of Directors adopted a Code of Ethics (the “Code”) for the Company’s ChiefExecutive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function(the “Senior Financial Officers”) to deter wrongdoing and promote honest and ethical conduct in the practice of financialmanagement, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. TheseSenior Financial Officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies,standards and guidelines. (Exhibit 14.1 –Incorporated by reference).

39







The Codeof Ethics can be accessed electronically at http://www.37capitalinc.com.

Item16.C. Auditor’s Fees & Services

|(a) |  | Audit                                            Fees: The aggregate fees billed for each of the last three fiscal years by the Company’s                                            Auditors were (2023:  $21,000) (2022: $21,000) and (2021: $17,000)
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Audit                                            Related Fees were (2023: $Nil) (2022: $Nil) and (2021: $Nil)
|--- |  | --------------------------------------------------------------------------------------------------------------

|(c) |  | Tax                                            Fees: Tax fees were (2023: $1,700) (2022:  $1,700)  and (2021:$1,050)
|--- |  | ---------------------------------------------------------------------------------------------------------------------

|(d) |  | All                                            other Fees were (2023: $Nil) (2022: $Nil) and (2021: $Nil).
|--- |  | -----------------------------------------------------------------------------------------------------------

Furtherdetails with respect to the Audit Committee’s Charter is included in the Company’s Management Information Circulars datedOctober 20, 2021, October 7, 2022 and November 6, 2023 (see Exhibits 13.5 and 13.6 – Incorporated by reference) and Exhibit13.7*– Attached).

TheAudit Committee’s pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit servicesand all non-audit related services to be rendered by the Company’s external auditors. The Chairman of the Audit Committee has beendelegated authority to pre-approve audit services up to a maximum cost of $30,000 and individual assignments up to a maximum cost of$5,000. All other assignments must be pre-approved by the Audit Committee. All amounts which exceed the authorized amounts require furtherapproval from the Audit Committee.

ITEM17. FINANCIAL STATEMENTS

TheCompany’s Audited Financial Statements for the year ended December 31, 2023 and 2022, together with the report of the auditors,Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, are filed as part of this Annual Report. The Company’sfinancial statements are stated in Canadian dollars (Cdn $).

|A)    Index to Financial Statements                                                                       | Page 
|---------------------------------------------------------------------------------------------------------- | -----
|i)    Financial Statements                                                                                | 45   
|Report    of Independent Registered Public Accounting Firm to the Shareholders                            | 46-47
|Balance    Sheets as at December 31, 2023 and 2022                                                        | 48   
|Statements    of Comprehensive Loss for the years ended December 31, 2023, 2022 and 2021                  | 49   
|Statements    of Changes in Stockholders’ Deficiency for the years ended December 31, 2023, 2022 and 2021 | 50   
|Statements    of Cash Flows for the years ended December 31, 2023, 2022 and 2021                          | 51   
|Notes    to the Financial Statements                                                                      | 52-67
|ii)    Management’s Discussion & Analysis for the year ended December 31, 2023                            |      



ITEM18. FINANCIAL STATEMENTS

TheCompany's financial statements which are required to be filed hereunder are listed in Item 17 and are specifically incorporated hereinby this reference. The Company's financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with theInternational Financial Reporting Standards as issued by the International Accounting Standards Board.

40







ITEM19. LIST OF EXHIBITS

|3.1                  | Certificate    of Incorporation and Memorandum and Articles (Incorporated by reference – Previously filed on Registration Statement on Form    20-F, May 1988)                                          
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2                  | New    Articles (Incorporated by reference) –Static Copy of British Columbia Business Corporations Act (BCBCA). Previously filed on    Form 20-F 2004 (SEC Accession No. 0000945234-05-000483)          
|3                    | Amendment    to the Articles for the implementation of Advance Notice Provisions. SEC Accession No. 0001607062-15-000191                                                                                 
|3.4                  | Certificate    of Name Change to Kokomo Enterprises Inc. SEC Accession No. 0001137171-09-000478                                                                                                          
|3.5                  | Certificate    of Name Change to High 5 Ventures Inc. SECAccessionNo.0001137171-13-000179                                                                                                                
|3.6                  | Certificate    of Name Change to 37 Capital Inc                                                                                                                                                          
|10.1                 | 2003    Stock Option Plan (Incorporated by reference previously filed on Form 20-F/A, June 2003)                                                                                                         
|10.4                 | Management    Services Agreement, (Incorporated by reference - previously filed on Form 20-F, 2001 as amended on August 14, 2003 and July 1, 2005)                                                       
|10.4.1               | Addendum    to the Management Services Agreement dated July 31, 2005 – Previously filed on Form 20F 2005)(US Sec Accession No. 0001137171-06-001515)                                                     
|10.4.2               | Addendum    to the Management Services Agreement dated November 1, 2010. SEC Accession No. 0001137171-11-000333                                                                                          
|10.4.3               | Addendum    to the Management Services Agreement dated February 16, 2012. SEC Accession No. 0001137171-12-000177                                                                                         
|10.4.4               | Addendum    to the Management Services Agreement dated March 28, 2012. SEC Accession No. 0001137171-12-000177                                                                                            
|10.4.5               | Addendum    to the Management Services Agreement dated September 14, 2012. SEC Accession No. 0001137171-13-000179                                                                                        
|10.4.6               | Addendum    to the Management Services Agreement dated July 17, 2014. SEC Accession No.0001607062-14-000048                                                                                              
|10.5                 | Property    Option Agreement – Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)                                                                                              
|10.5.1               | Amendment    to the Property Option Agreement dated September 12, 2006 – (SEC Accession No. 0001137171-07-000906)                                                                                        
|10.5.2               | Amendment    to the Property Option Agreement dated April 17, 2007 – (SEC Accession No. 0001137171-07-000906)                                                                                            
|10.7                 | 2004    Stock Option Plan - Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850)                                                                                                 
|10.9.1               | Debt    Settlement Agreements dated July 12, 2007 – (SEC Accession No. 0001137171-08-000659)                                                                                                             
|10.11                | Property    Option Agreement with Colt Capital Corp. dated September 8, 2006 – (SEC Accession No. 0001137171-07-000906)                                                                                  
|10.11.1              | First    Amendment dated September 22, 2006 to the Property Option Agreement(SEC Accession No. 0001137171-07-000906)                                                                                     
|10.11.2              | Second    Amendment dated October 31, 2006 to the Property Option Agreement(SEC Accession No. 0001137171-07-000906)                                                                                      
|10.11.3              | Option    Agreement with Colt Resources Inc. dated January 21, 2008 – (SEC Accession No. 0001137171-08-000659)                                                                                           
|10.11.4              | Amending    Agreement dated March 30, 2016 with Colt Resources Inc. – (SEC Accession No. 0001607062-16-000823)                                                                                           
|10.11.5              | Property    Purchase Agreement with Colt Resources Inc. dated October 31, 2019, as amended on November 29, 2019 - SEC Accession No. 0001607062-20-000146                                                 
|10.11.6*             | Offer    Letter to Colt Inc. dated July 6, 2022.                                                                                                                                                         
|10.12                | Property    Purchase Agreement with James Bay Midarctic Developments Inc. dated July 31, 2008 –(SEC Accession No. 0001137171-09-000478)                                                                  
|10.13                | Purchase    and Sale Agreement with Grand Odyssey Casino, S.A. De C.V. dated April 8, 2013. SECAccessionNo.0001607062-14-000003                                                                          
|10.14                | 2013    Convertible Debenture Financing SEC Accession No .0001607062-14-000003                                                                                                                           
|10.15                | 2015    Convertible Debenture Financing                                                                                                                                                                  
|10.15.1              | Addendum    to Convertible Debentures dated October 29, 2021                                                                                                                                             
|10.16                | Consulting    Agreement entered into with 27 Red Capital Inc                                                                                                                                             
|10.17                | Consulting    Agreement entered into with 4 Touchdowns Capital Inc                                                                                                                                       
|10.18                | Debt    settlement agreements entered into with Jackpot Digital Inc. and Kalpakian Bros. of BC Ltd                                                                                                       
|10.19                | Property    Option Agreement with Eagle Plains Resources Inc. dated September 30, 2019 SEC Accession No. 0001607062-20-000146                                                                            
|10.19.1              | Amendment    to the Property Option Agreement with Eagle Plains Resources Inc. dated October 15, 2020                                                                                                    
|10.20                | Debt    Settlement Agreements dated December 11, 2020 with various Creditors                                                                                                                             
|10.21*               | Letter    of cancellation to Canada Revenue Agency dated December 21, 2022.                                                                                                                              
|11.1*                | Statement    explaining in reasonable detail how earnings/loss per share is calculated                                                                                                                   
|12                   | Notice    of Annual General and Special Meeting 2015 and Management Proxy Materials                                                                                                                      
|13                   | Notice    of Annual General Meeting 2016 and Management Proxy Materials                                                                                                                                  
|13.1                 | Notice    of Annual General Meeting 2017 and Management Proxy Materials                                                                                                                                  
|13.2                 | Notice    of Annual General Meeting 2018 and Management Proxy Materials                                                                                                                                  
|13.3                 | Notice    of Annual General Meeting 2019 and Management Proxy Materials                                                                                                                                  
|13.4                 | Notice    of Annual General Meeting 2020 and Management Proxy Materials                                                                                                                                  
|13.5                 | Notice    of Annual General Meeting 2021 and Management Proxy Materials                                                                                                                                  
|13.6                 | Notice    of Annual General Meeting 2022 and Management Proxy Materials                                                                                                                                  
|13.7*                | Notice    of Annual General Meeting 2023 and Management Proxy Material                                                                                                                                   
|14                   | Notice    of Annual General Meeting 2014 and Management Proxy Materials                                                                                                                                  
|14.1                 | Code    of Ethics - Previously filed on Form 20-F 2003                                                                                                                                                   
|15                   | Notice    of Annual General Meeting 2013 and Management Proxy Materials. SECAccessionNo.0001607062-14-000003                                                                                             
|16                   | Notice    of Annual General Meeting 2012 and Management Proxy Materials. (SEC Accession No. 0001137171-12-000249)                                                                                        
|17                   | Notice    of Annual General Meeting 2011 and Management Proxy Materials. (SEC Accession No. 0001137171-11-000333)                                                                                        
|18                   | Notice    of Annual General Meeting, 2010 and Management Proxy Materials (Incorporated by reference- SEC Accession No. 0001137171-10-000418)                                                             
|19                   | Notice    of Annual General Meeting, 2009 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K for    the month of May, 2009 (SEC Accession No. 0001137171-09-000424)
|20                   | Notice    of Annual General Meeting, 2008 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K June    16, 2008 (SEC Accession No. 0001137171-08-000573)             
|20.1                 | Notice    of Annual General Meeting, 2007 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K May    31, 2007 (Accession Number 0001137171-07-000842)               
|20.4                 | Notice    of Special General Meeting, 2005 and Management Proxy Materials (Incorporated by reference - previously filed on Form 6-K December    3, 2004)                                                
|21*                  | Geological    and Exploration Consulting Contract with Discovery Consultants dated June 6, 2023.                                                                                                         
|21.2*                | Geological    and Exploration Consulting Contract with Discovery Consultants dated September 29, 2023.                                                                                                   
|31.1*                | Sarbanes    Oxley Act Section 302, Certified by Jacob H. Kalpakian, President & C.E.O. (Attached)                                                                                                        
|32.2*                | Sarbanes    Oxley Act Section 906, Certified by Neil Spellman, C.F.O. (Attached)                                                                                                                         
|99.    *            | Financial    Exhibits: – (unaudited)                                                                                                                                                                     
|99.1*                | Schedules    I - Marketable Securities - Other Investments                                                                                                                                               
|99.2*                | Schedules    II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees other than Related Parties                                                                           
|99.3*                | Schedules    III & IV - Property, Plant and Equipment and Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment                                                          
|                     |                                                                                                                                                                                                           
|*    Filed Herewith



41









37 CAPITALINC.

AuditedFinancial Statements

December31, 2023 and 2022

(Expressedin Canadian Dollars)



|Report    of Independent Registered Public Accounting Firm | F-2           
|----------------------------------------------------------- | --------------
|Financial    Statements                                    |               
|Balance    Sheets                                          | F-3           
|Statements    of Comprehensive Loss                        | F-4           
|Statements    of Changes in Stockholders’ Deficiency       | F-5           
|Statements    of Cash Flows                                | F-6           
|Notes    to Financial Statements                           | F-7    - F-23



F-1









Reportof Independent Registered Public Accounting Firm

Tothe stockholders 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, 2023 and 2022, the relatedstatements of comprehensive loss, changes in stockholders’ deficiency, and cash flows, for each of the three years in the periodended December 31, 2023, 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 of December 31, 2023 and 2022,and its financial performance and its cash flows for each of the three years in the period ended December 31, 2023, 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 Matter

Thecritical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicatedor required to be communicated to the audit committee and: (1) relates to accounts or disclosures that are material to the financialstatements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matterdoes not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical auditmatters below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

|CRITICAL    AUDIT MATTER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | HOW    THE MATTER WAS ADDRESSED IN THE AUDIT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Assessment                                            of Mineral property interests for potential impairment indicators    As    described in Notes 4 and 5 to the financial statements, management reviews and evaluates the net carrying value of mineral property    interests for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts    may not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment.    In    its review and evaluation, management determined that there were no indicators that the carrying amount of mineral property interests,    which has a carrying value of $98,992 as of December 31, 2023, may not be recoverable.    We    identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter due to the    materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures    to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present. | The                                            primary procedures we performed to address this critical audit matter included:    •    Evaluation of the Company’s identification of significant events or changes in circumstances that have occurred indicating    the underlying mineral property interests may not be recoverable by performing an independent assessment.    •    Discussion with management of future business plans for the mineral property interests.    •    Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.



/s/DMCL LLP

DALEMATHESON CARR-HILTON LABONTE LLP

CHARTEREDPROFESSIONAL ACCOUNTANTS

PCAOB#1173

Wehave served as the Company’s auditor since 2016

Vancouver,Canada

April29, 2024



F-2







37CAPITAL INC.

BalanceSheets December 31,

(Expressedin Canadian Dollars)





|                                                              |  |      |             |     
|------------------------------------------------------------- |  | ---- | ----------- | ----
|As    at                                                     |  | 2023 |             | 2022
|Assets                                                        |  |      |             |     
|Current                                                       |  |      |             |     
|Cash                                                          |  | $    | 18,304      |     
|GST    receivable                                            |  |      | 4,078       |     
|                                                              |  |      | 22,382      |     
|Mineral    Property Interests (note 5)                       |  |      | 98,992      |     
|Total    Assets                                              |  | $    | 121,374     |     
|Liabilities    and Stockholders’ Deficiency                  |  |      |             |     
|Current                                                       |  |      |             |     
|Accounts    payable and accrued liabilities (notes 6 and 13) |  | $    | 76,546      |     
|Due    to related parties (note 7)                           |  |      | 82,328      |     
|Loan    payable (note 8)                                     |  |      | 62,973      |     
|Convertible    debentures (note 9)                           |  |      | 519,589     |     
|Total    Liabilities                                         |  |      | 741,436     |     
|Stockholders’    Deficiency                                  |  |      |             |     
|Capital    stock (note 10)                                   |  |      | 27,736,269  |     
|Equity    portion of convertible debentures (note 9)         |  |      | 33,706      |     
|Reserves                                                      |  |      | 24,000      |     
|Deficit                                                       |  |      | (28,414,037 | )   
|Total    Stockholders’ Deficiency                            |  |      | (620,062    | )   
|Total    Liabilities and Stockholders’ Deficiency            |  | $    | 121,374     |     





On behalfof the Board:

”JakeH. Kalpakian” (signed)

JakeH. Kalpakian, Director



“GregoryT. McFarlane” (signed)

GregoryT. McFarlane, Director



Theaccompanying notes form an integral part of these financial statements.

F-3







37CAPITAL INC.

Statementsof Comprehensive Loss

YearsEnded December 31,

(Expressedin Canadian Dollars)





|                                                                             |  |      |            |      |  |     
|---------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ----
|                                                                             |  | 2023 |            | 2022 |  | 2021
|Expenses                                                                     |  |      |            |      |  |     
|Finance    and interest (notes 7, 8 and 9)                                  |  | $    | 36,109     |      |  | $   
|Foreign    exchange loss                                                    |  |      | —          |      |  |     
|Legal,    accounting and audit                                              |  |      | 19,566     |      |  |     
|Office,    rent and miscellaneous (note 7)                                  |  |      | 26,013     |      |  |     
|Regulatory    and transfer fees                                             |  |      | 20,503     |      |  |     
|Travel,    meals and entertainment                                          |  |      | —          |      |  |     
|Loss    (gain) on debt settlement (note 6 and 10)                           |  |      | (53,371    | )    |  |     
|Impairment    loss (notes 5)                                                |  |      | —          |      |  |     
|Shareholder    communications                                               |  |      | —          |      |  |     
|                                                                             |  |      | 48,820     |      |  |     
|Net    and Comprehensive Loss for the Year                                  |  | $    | (48,820    | )    |  | $   
|Basic    and Diluted Loss per Common Share                                  |  | $    | (0.00      | )    |  | $   
|Weighted    Average Number of Common Shares Outstanding - Basic and Diluted |  |      | 10,403,481 |      |  |     



Theaccompanying notes form an integral part of these financial statements.

F-4







37CAPITAL INC.

Statementsof Changes in Stockholders’ Deficiency

(Expressedin Canadian Dollars)





|                                                     |  |                   |            |        |  |                                                      |            |          |  |         |        |                                             |  |   |        |  |  |   |             |   |  |   |            |  
|---------------------------------------------------- |  | ----------------- | ---------- | ------ |  | ---------------------------------------------------- | ---------- | -------- |  | ------- | ------ | ------------------------------------------- |  | - | ------ |  |  | - | ----------- | - |  | - | ---------- | -
|                                                     |  | Reserves         
|                                                     |  | Common    Shares |            | Amount |  | Equity    Portion of Convertible Debentures Reserve |            | Warrants |  | Deficit |        | Total    Stockholders' Equity (Deficiency)
|Balance,    December 31, 2020                       |  |                   | 1,458,542  |        |  | $                                                    | 25,864,950 |          |  | $       | 33,706 |                                             |  | $ | —      |  |  | $ | (27,195,318 | ) |  | $ | (1,296,662 | )
|Net    loss for the year                            |  |                   | —          |        |  |                                                      | —          |          |  |         | —      |                                             |  |   | —      |  |  |   | (1,044,863  | ) |  |   | (1,044,863 | )
|Private    placement, net of issuance of costs      |  |                   | 80,000     |        |  |                                                      | 20,000     |          |  |         | —      |                                             |  |   | —      |  |  |   | —           |   |  |   | 20,000     |  
|Shares    issued for debt, net of issuance of costs |  |                   | 2,957,406  |        |  |                                                      | 1,626,319  |          |  |         | —      |                                             |  |   | —      |  |  |   | —           |   |  |   | 1,626,319  |  
|Fractional    share adjustment                      |  |                   | (1         | )      |  |                                                      | —          |          |  |         | —      |                                             |  |   | —      |  |  |   | —           |   |  |   | —          |  
|Balance,    December 31, 2021                       |  |                   | 4,495,947  |        |  |                                                      | 27,511,269 |          |  |         | 33,706 |                                             |  |   | —      |  |  |   | (28,240,181 | ) |  |   | (695,206   | )
|Net    loss for the year                            |  |                   | —          |        |  |                                                      | —          |          |  |         | —      |                                             |  |   | —      |  |  |   | (125,036    | ) |  |   | (125,036   | )
|Shares    issued for mineral property interest      |  |                   | 50,000     |        |  |                                                      | 1,000      |          |  |         | —      |                                             |  |   |        |  |  |   | —           |   |  |   | 1,000      |  
|Private    placement, net of issuance of costs      |  |                   | 1,200,000  |        |  |                                                      | 24,000     |          |  |         | —      |                                             |  |   | 24,000 |  |  |   | —           |   |  |   | 48,000     |  
|Balance,    December 31, 2022                       |  |                   | 5,745,947  |        |  |                                                      | 27,536,269 |          |  |         | 33,706 |                                             |  |   | 24,000 |  |  |   | (28,365,217 | ) |  | $ | (771,242   | )
|Net    loss for the year                            |  |                   | —          |        |  |                                                      | —          |          |  |         | —      |                                             |  |   | —      |  |  |   | (48,820     | ) |  |   | (48,820    | )
|Private    placement, net of issuance of costs      |  |                   | 8,000,000  |        |  |                                                      | 200,000    |          |  |         | —      |                                             |  |   | —      |  |  |   | —           |   |  |   | 200,000    |  
|Balance,    December 31, 2023                       |  |                   | 13,749,947 |        |  | $                                                    | 27,736,269 |          |  | $       | 33,706 |                                             |  | $ | 24,000 |  |  | $ | (28,414,037 | ) |  | $ | (620,062   | )





Theaccompanying notes form an integral part of these financial statements.

F-5







37CAPITAL INC.

Statementsof Cash Flows

YearsEnded December 31,

(Expressedin Canadian Dollars)





|                                                        |  |      |         |      |  |     
|------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|                                                        |  | 2023 |         | 2022 |  | 2021
|Operating    Activities                                |  |      |         |      |  |     
|Net    loss for the year                               |  | $    | (48,820 | )    |  | $   
|Items    not involving cash:                           |  |      |         |      |  |     
|Interest    expense on loan and convertible debentures |  |      | 36,109  |      |  |     
|Impairment    loss of investment                       |  |      | —       |      |  |     
|Impairment    loss of mineral property (note 5)        |  |      | —       |      |  |     
|Loss/(Gain)    on debt settlement                      |  |      | (53,371 | )    |  |     
|                                                        |  |      | (66,082 | )    |  |     
|Changes    in non-cash working capital (note 11)       |  |      | (29,263 | )    |  |     
|Cash    used in operating activities                   |  |      | (95,345 | )    |  |     
|Investing    Activities                                |  |      |         |      |  |     
|Purchase    of mineral property interest               |  |      | (44,991 | )    |  |     
|Cash    used in investing activities                   |  |      | (44,991 | )    |  |     
|Financing    Activities                                |  |      |         |      |  |     
|Private    placement, net of share issue costs         |  |      | 200,000 |      |  |     
|Share    issue cost                                    |  |      | —       |      |  |     
|Proceeds    from loan payable                          |  |      | —       |      |  |     
|Proceed    from related party loan                     |  |      | —       |      |  |     
|Repayment    of loan from related party                |  |      | (41,482 | )    |  |     
|Cash    provided by financing activities               |  |      | 158,518 |      |  |     
|Net    increase (decrease) in cash                     |  |      | 18,182  |      |  |     
|Cash,    beginning                                     |  |      | 122     |      |  |     
|Cash,    ending                                        |  | $    | 18,304  |      |  | $   





Theaccompanying notes form an integral part of these financial statements.

F-6







37CAPITAL INC.

Notesto Financial Statements

YearsEnded December 31, 2023 and 2022

(Expressedin Canadian Dollars)



1.NATURE OF BUSINESS

37Capital Inc. (“37 Capital” or the “Company”) was incorporated on August24, 1984 in British Columbia, Canada. The principalbusiness of the Company is the acquisition, exploration, and if warranted, the development of natural resource prospects.

Thecommon shares of the Company trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “JJJ”,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 575 – 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3A8, and its registered office is locatedat 3200 - 650 West Georgia Street, Vancouver BC V6B 4P7.

2.GOING CONCERN

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

Severaladverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the pastthree fiscal years. As of December 31, 2023, the Company has an accumulated deficit of $28,414,037,and a working capital deficiency of $719,054.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.

F-7





37CAPITAL INC.

Notesto Financial Statements

YearsEnded December 31, 2023 and 2022

(Expressedin Canadian Dollars)



3.BASIS OF PRESENTATION

(a)Statement of compliance

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

(b)Basis of presentation

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

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

(c)Approval of the financial statements

Thesefinancial statements were approved and authorized for issue by the Board of Directors on April 29, 2024.

(d)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                                            of the Company’s ability to continue as a going concern and whether there are events                                            or conditions that give rise to significant uncertainty;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            classification/allocation of expenses as exploration and evaluation expenditures or operating                                            expenses; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



F-8





37CAPITAL INC.

NotesFinancial Statements

YearsEnded December 31, 2023 and 2022

(Expressedin 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                                            recoverability of the carrying value of exploration and evaluation assets;
|- |  | --------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            provision for income taxes and recognition of deferred income tax assets and liabilities;                                            and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            inputs in determining the liability and equity components of the convertible debentures.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------



4.MATERIAL ACCOUNTING POLICY INFORMATION

EffectiveJanuary 1, 2023, the Company adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2), which requireentities to disclose material accounting policies instead of significant accounting policies. The amendments also provide guidance onthe application of materiality to disclosure of accounting policies that provide useful, entity-specific accounting policy informationthat users need to understand other information in the financial statements. While the amendments did not result in any changes to theCompany’s accounting policies themselves, they impacted the accounting policy information disclosed in the Company’s financialstatements.

Thematerial accounting policies of the Company include the following:

(a)Financial instruments

(i) Recognitionand classification

TheCompany classifies its financial instruments in the following categories:

|• |  | At                                            fair value through profit and loss (“FVTPL”): cash
|- |  | -------------------------------------------------------------------------------------------------

|• |  | Amortized                                            cost: accounts payable and accrued liabilities, due to related parties, 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.

F-9





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



4.SIGNIFICANT ACCOUNTING POLICIES(Continued)

(iii) Impairmentof financial assets at amortized cost

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

(iv) Derecognition

Financialassets

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

Financialliabilities

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

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

(b)Mineral property interests

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

The mineralproperty interests are tested for impairment if facts or circumstances indicate that impairment exists:

|• |  | the                                            period for which the Company has the right to explore in the specific area has expired during                                            the period or will expire in the near future, and is not expected to be renewed
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | substantive                                            expenditure on further exploration for and evaluation of mineral resources in the specific                                            area is neither budgeted nor planned
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | exploration                                            for and evaluation of mineral resources in the specific area have not led to the discovery                                            of commercially viable quantities of mineral resources and the entity has decided to discontinue                                            such activities in the specific area; and
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | sufficient                                            data exist to indicate that, although a development in the specific area is likely to proceed,                                            the carrying amount of the exploration and evaluation asset is unlikely to be recovered in                                            full from successful development or by sale.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-10





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



4.SIGNIFICANT ACCOUNTING POLICIES(Continued)

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

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.

(c)Impairment

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

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

(d)Decommissioning liabilities

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

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

F-11







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



4.SIGNIFICANT ACCOUNTING POLICIES(Continued)

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

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

(e)Income taxes

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

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.

F-12







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



4.SIGNIFICANT ACCOUNTING POLICIES(Continued)

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

(g)Convertible debentures

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

(h)Loss per share

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

Onthe issuance of flow-through shares, any premium received in excess of the market price of the Company’s common shares is initiallyrecorded as a liability (“flow-through tax liability”). Provided that the Company has renounced the related expenditures,or that there is a reasonable expectation that it will do so, the flow-through tax liability is reduced on a pro-rata basis as the expendituresare incurred. If such expenditures are capitalized, a deferred tax liability is recognized. To the extent that the Company has suitableunrecognized deductible temporary differences, an offsetting recovery of deferred income taxes would be recorded.

(j)Foreign exchange  translation

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

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

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

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



F-13







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



4.SIGNIFICANT ACCOUNTING POLICIES(Continued)

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.

5.MINERAL PROPERTY INTERESTS

|                               |  | Extra                                            High Property
|------------------------------ |  | ---------------------------------------------------------------
|Balance,    December 31, 2021 |  | $                                                              
|Acquisition    costs          |  |                                                                
|Balance,    December 31, 2022 |  | $                                                              
|Exploration costs              |  |                                                                
|Balance,    December 31, 2023 |  | $                                                              



AcaciaProperty

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 Columba:

F-14







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



5.MINERAL PROPERTY INTERESTS (Continued)

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 $100,000in property related expenditure during the 1stAnniversary.

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 $15,000during the year ended December 31, 2021.

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.

Duringthe year ended December 31, 2021, the Company recorded an impairment loss of $25,001relating to the Extra High Property.

Pursuantto the Company’s offer letter to Colt Resources dated July 6, 2022, the Company has made a cash payment of $15,000and issued 50,000common shares in the capital of the Company toColt Resources as consideration for the full and final settlement of all matters between the Company and Colt Resources in respect tothe Extra High Property.

During2023 the Company hired the services of Discovery Consultants of Vernon, British Columbia (“Discovery “) to plan, conduct, and completethe Company’s exploration work program on the Extra High Property (the “Company’s 2023 Exploration Work Program”). The Company’s 2023Exploration Work Program consisted of 2 Phases. The Company incurred $20,000 of exploration related expenditures for Phase 1, and theCompany incurred $24,991 of exploration related expenditures for Phase 2, for a total amount of $44,991.The mineral claims covering the Extra High Property are valid until December 28, 2028.

Asat December 31, 2023, 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.

F-15







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



6.ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

|                        |  | December    31, 2023 |        | December    31, 2022
|----------------------- |  | --------------------- | ------ | ---------------------
|Trade    payables      |  | $                     | 15,184 |                      
|Accrued    liabilities |  |                       | 61,362 |                      
|                        |  | $                     | 76,546 |                      



Duringthe year ended December 31, 2023 the Company settled accounts payable and recorded a gain of $53,371(December 31, 2022 and 2021 - $nil).



7.RELATED PARTY TRANSACTIONS

During the year ended December 31, 2023 the Company settled accounts payable and recognized a gain of$53,371 (December 31, 2022 and 2021 - $nil).





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

|                                                            |  | December    31, 2023 |        | December    31, 2022
|----------------------------------------------------------- |  | --------------------- | ------ | ---------------------
|Advances    from directors (interest at prime plus 1%)     |  | $                     | —      |                      
|Entities    controlled by directors (non-interest-bearing) |  |                       | 82,328 |                      
|                                                            |  | $                     | 82,328 |                      



The convertibledebentures and accrued interest of $519,589(December 31, 2022 - $489,589)is owed to the Chief Executive Officer and to a director of the Company (note 9).

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

|                                                                                                                              |  | 2023 |        | 2022 |  | 2021
|----------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | ----
|Interest    charged on amounts due to related parties                                                                        |  | $    | 1,100  |      |  | $   
|Interest    on convertible debentures                                                                                        |  |      | 30,000 |      |  |     
|Rent    charged by entities with common directors (note 13)                                                                  |  |      | 12,000 |      |  |     
|Office    expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 13) |  |      | 15,081 |      |  |     
|                                                                                                                              |  | $    | 58,181 |      |  | $   



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 13).

F-16





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



8.LOAN PAYABLE

Duringthe year ended December 31, 2016, the Company entered into an agreement with a 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 $103,924plus 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 duringthe year ended December 31, 2021 (Note 10).

DuringMay 2021, a party lent the Company $50,000.As of December 31, 2023, the loan is outstanding and has accrued interest in the amount of $12,973(2022- $7,973).

9.CONVERTIBLE DEBENTURES FINANCING

ConvertibleDebentures Financing 2015

OnJanuary 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000.The convertible debentures matured on January6, 2016, and bear interest at the rate of 12%per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversionprice of $1.50per 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 $222,006was recorded under convertible debentures andthe amount of $27,994has 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, 2023, the Company recorded interest expense of $30,000(December31, 2022 - $30,000). As of December 31, 2023,$250,000(December 31, 2022 - $250,000)of the convertible debentures are outstanding plus the accrued interest of $269,589(December31, 2022 - $239,589).

ConvertibleDebentures Financing 2013

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 $250,023during the year ended December 31, 2021.





F-17





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



9.CONVERTIBLE DEBENTURES FINANCING (Continued)

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

|Reconciles    of fair value of debentures to carrying amount |  |                         |         |                      |  |       |        |  |  |   |         | 
|------------------------------------------------------------- |  | ----------------------- | ------- | -------------------- |  | ----- | ------ |  |  | - | ------- | 
|                                                              |  | Liability    Component |         | Equity    Component |  | Total
|Balance,    December 31, 2021                                |  | $                       | 459,589 |                      |  | $     | 33,706 |  |  | $ | 493,295 | 
|Interest    accrued                                          |  |                         | 30,000  |                      |  |       | —      |  |  |   | 30,000  | 
|Balance,    December 31, 2022                                |  |                         | 489,589 |                      |  |       | 33,706 |  |  |   | 523,295 | 
|Interest    accrued                                          |  |                         | 30,000  |                      |  |       |        |  |  |   | 30,000  | 
|Balance,    December 31, 2023                                |  | $                       | 519,589 |                      |  | $     | 33,706 |  |  | $ | 553,295 | 



10.CAPITAL STOCK

(a) Authorized

Unlimitednumber of common and preferred shares without par value.

As of December31, 2023, there are no preferred shares issued.

(b) Issued

Asof December 31, 2023, there are 13,745,947 common shares issued and outstanding.

OnJuly 24, 2023, the Company closed a non-brokered private placement financing, for gross proceeds of $50,000through the issuance of 2,000,000flow-through units of the Company at $0.025per unit to related parties. Each unit consistsof one flow-through common share in the capital of the Company and non-flow-through share purchase warrant to purchase an additionalcommon share in the capital of the Company at the price of $0.05 per common share for a period of 5 years. All securities issued in connectionwith this financing include a hold period in accordance with applicable securities laws. Based on the residual method the warrants werevalued at $nil. The units were issued below the then market price of the Company shares, therefore a flow-through premium was not recorded.

OnMay 15, 2023, the Company closed a non-brokered private placement financing for gross proceeds of $150,000through the issuance of 6,000,000units of the Company at $0.025per unit of which 5,600,000were subscribed to related parties. Each unitconsists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in thecapital of the Company at the price of $0.05 per common share for a period of 5 years. All securities issued in connection with thisfinancing include a hold period in accordance with applicable securities laws. Based on the residual value the warrants were valued at$nil.

OnOctober 7, 2022 and October 31, 2022, the Company closed the second, third and final tranches of the non-brokered private placement financingwhich was announced on August 8, 2022 for gross proceeds of $38,000 through the issuance of 950,000 non-flow throughunits of the Company at $0.04 per unit to related parties. Each non-flow through unit consists of one common share in the capital ofthe Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.05per common share for a period of 5 years. All securities issued in connection with this financing included a hold period in accordancewith applicable securities laws.

OnAugust 31, 2022 the Company closed the first tranche of the non-brokered private placement financing which was announced on August 8,2022 for gross proceeds of $10,000 through the issuance of 250,000 non-flow through units of the Company at $0.04 per unit to related parties. Each non-flow through unit consists of one common share in the capital of the Company and one share purchasewarrant to purchase an additional common share in the capital of the Company at the price of $0.05 per common share for a period of 5years. All securities issued in connection with this financing included a hold period in accordance with applicable securities laws.

F-18







37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



10.CAPITAL STOCK (Continued)

(b)Issued (Continued)

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. During the year-endedDecember 31, 2022, the Company made a formal application to Canada Revenue Agency and cancelled the Company’s flow-through shareapplication which was submitted during the year ended December 31, 2020.

OnJanuary 25, 2021, the Company issued 2,957,406common shares of the Company at a price of $0.25per 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 2,957,406common shares was $1,626,319.As a result, the Company recorded a loss on debt settlement of $887,222.

(c) Warrants

Warrantsactivity is as follows:

|                               |  | Number    of Warrants |  | Weighted    Average Exercise Price
|------------------------------ |  | ---------------------- |  | -----------------------------------
|Balance,    December 31, 2021 |  |                        |  | 944,997                            
|Issued                         |  |                        |  | 1,200,000                          
|Expired                        |  |                        |  | (864,997)                          
|Balance,    December 31, 2022 |  |                        |  | 1,280,000                          
|Expired                        |  |                        |  | (80,000                            
|Issued                         |  |                        |  | 8,000,000                          
|Balance,    December 31, 2023 |  |                        |  | 9,200,000                          



As of December31, 2023, the following warrants were outstanding:

|Expiry    Date      |  | Exercise    Price |      | Number    of Warrants Outstanding
|-------------------- |  | ------------------ | ---- | ----------------------------------
|August    31, 2027  |  | $                  | 0.05 |                                   
|October    7, 2027  |  | $                  | 0.05 |                                   
|October    31, 2027 |  | $                  | 0.05 |                                   
|May    15, 2028     |  | $                  | 0.05 |                                   
|July    24, 2028    |  | $                  | 0.05 |                                   
|                     |  |                    |      |                                   



The weightedaverage remaining contractual life for warrants outstanding at December 31, 2023 is 4.34years (2022 - 4.46years).

F-19







37CAPITAL INC.

Notesto Financial Statements

Years Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



11.CAPITAL STOCK (Continued)



(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, 2023, there were no stock options outstanding (2022 – Nil).

11.CHANGES IN NON-CASH WORKING CAPITAL

|                                                        |  | 2023 |         | 2022 |  | 2021
|------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|GST    receivable                                      |  | $    | (2,518  | )    |  | $   
|Accounts    payable and accrued liabilities            |  |      | (46,245 | )    |  |     
|Due    to related parties                              |  |      | 19,500  |      |  |     
|                                                        |  | $    | (29,263 | )    |  | $   
|Supplemental    information                            |  |      |         |      |  |     
|Non-cash    items                                      |  |      |         |      |  |     
|Interest    expense included in convertible debt       |  | $    | 30,000  |      |  | $   
|Interest    expense included in due to related parties |  | $    | —       |      |  | $   
|Shares    issued for mineral property interests        |  | $    | —       |      |  | $   
|Shares    issued for debt                              |  | $    | —       |      |  | $   



12.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.

|For    the years ended December 31,             |  | 2023 |          | 2022 |  | 2021
|------------------------------------------------ |  | ---- | -------- | ---- |  | ----
|Loss    before income taxes                     |  | $    | 48,820   |      |  | $   
|Statutory    income tax rate                    |  |      | 27       | %    |  |     
|Expected    income tax benefit                  |  |      | (13,181  | )    |  |     
|Items    not deductible for income tax purposes |  |      | —        |      |  |     
|Tax    effect of flow-through shares            |  |      | 13,500   |      |  |     
|Underprovided    in prior years                 |  |      | (112,126 | )    |  |     
|Unrecognized    benefit of deferred tax assets  |  |      | 111,807  |      |  |     
|Income    tax expense                           |  | $    | —        |      |  | $   



F-20







37                                            CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



12.INCOME TAXES (Continued)

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

|For    the years ended December 31,                                                            |  | 2023 |           | 2022
|----------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|Excess    of unused exploration expenditures over carrying value of mineral property interests |  | $    | 2,646,167 |     
|Excess    of undepreciated capital cost over carrying value of fixed assets                    |  |      | 698,593   |     
|Non-refundable    mining investment tax credits                                                |  |      | 247       |     
|Non-capital    losses carried forward                                                          |  |      | 4,646,655 |     
|Capital    losses carried forward                                                              |  |      | 1,368,931 |     
|Unrecognized    deductible temporary differences                                               |  | $    | 9,360,593 |     



At December31, 2023, the Company has non-capital losses of $4,646,655(2022 - $4,587,836), that have not been recognized and may be carriedforward and applied against Canadian taxable income of future years. The non-capital losses expire in the years 2027-2043.

The Companyhas available approximate net capital losses of $1,368,931that may be carried forward indefinitely. TheCompany has available resource-related deductions of approximately $2,745,000that may be carried forward indefinitely.

13.COMMITMENTS

|a) |  | The Company has an office lease agreement with Jackpot. Under the agreement, the Company is entitled to have office space from Jackpot at a monthly rate of $1,000 plus applicable taxes. Furthermore, Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b) |  | The                                            Company has an office support services agreement with Jackpot which has been extended until                                            September 30, 2024. 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-month’ notice                                            in writing.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c) |  | In                                            relation to the flow-through private placement completed during January 2021, the Company                                            was committed to incur and renounce $20,000in                                            Canadian exploration expenditures by December 31, 2022. The Company was unable to incur the                                            $20,000.                                            The Company has agreed to indemnify the flow-through shareholder for certain costs incurred                                            by the shareholder as a result of the Company not meeting its obligation to spend the flow-through                                            share proceeds on qualifying Canadian exploration expenditures in compliance with the applicable                                            tax rules and pursuant to the share subscription agreement. As at December 31, 2022 the Company                                            has included a provision for indemnification of the flow through shareholder for an amount                                            of $10,000in                                            accounts payable.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|d) |  | In                                            relation to the flow-through private placement completed during July 2023, the Company is                                            committed to incur and renounce $50,000in                                            Canadian exploration expenditures by December 31, 2024. As at December 31, 2023, the Company                                            had incurred $44,991and                                            had renounced the $50,000 with the remaining $5,009 being spent subsequent to December 31,                                            2023.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





F-21





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



14.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, 2023. The Company is not subjectto externally imposed capital requirements.

15.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, loan payable and convertible debentures approximatetheir carrying values due to the short-term maturity of these instruments.

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

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

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

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

(c) Creditrisk

Creditrisk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractualobligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist ofcash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

F-22





37CAPITAL INC.

Notesto Financial Statements

ForYears Ended December 31, 2023 and 2022

(Expressedin Canadian Dollars)



15.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, 2023, the Company had cash of $18,304(December 31, 2022 - $122)available to apply against short-term business requirements and current liabilities of $741,436(December 31, 2022 -$826,925).All of the current liabilities are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2023, twoconvertible debentures together with the accrued interest for a total amount of $519,589 are outstanding, and the loan payable in theamount of $50,000 plus accrued interest in the amount of $12,973are 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, 2023, 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.

16.SUBSEQUENT EVENTS

Subsequentto December 31, 2023:

a)the Company granted a total of 1,750,000incentive stock options to directors, officersand consultants exercisable at the price of $0.10per share for a period of three years.

b)the Company announced a private placement and intends to raise gross proceeds of up to $30,000by issuing up to 300,000 units of the Company,at the price of $0.10 per unit. Each unit will consist of one (1) common share of the Company and one (1) share purchase warrant to purchasean additional common share of the Company, at the price of $0.15 per common share, for a period of three (3) years from the closing date.To date, the Company has received $19,000ofsubscription funds.



F-23







Form51-102F1

37CAPITAL INC.

Management’sDiscussion & Analysis

AuditedFinancial Statements for the

Yearended December 31, 2023



Thefollowing 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 theyears ended December 31, 2023 and 2022 and the notes thereto.

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

Thefollowing information is prepared as at April 29, 2024.

Forward-LookingStatements

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

Descriptionof Business

The Companyis a junior mineral exploration company.

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

42







37Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.sedarplus.ca.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 condensedinterim 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”, 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 Suite 575, 510 Burrard Street, Vancouver, British Columbia V6C 3A8, Canada, and its registered and records officeis located at Suite 3200 - 650 West Georgia Street, Vancouver, British Columbia V6B 4P7. The Company’s registrar and transfer agentis Computershare Investor Services Inc., at 510 Burrard Street, Vancouver, British Columbia, V6C 3B9. The Company’s auditors areDale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, at 1500-1140 West Pender Street, Vancouver, British ColumbiaV6E 4G1. The facsimile number is (604) 689-2778.

EffectiveFebruary 5, 2024, the CSE has deemed the Company to meet its minimum listing requirements and, as a result, the Company is now tradingunder the symbol “JJJ”.

SelectedAnnual Information

Selectedannual information from the financial statements (audited) for the three years ended December 31, 2023, 2022 and 2021 is shown in thefollowing table:

|                                                               |  | Year    Ended December 31, 2023 |         | Year    Ended December 31, 2022 |  | Year    Ended December 31, 2021
|-------------------------------------------------------------- |  | -------------------------------- | ------- | -------------------------------- |  | --------------------------------
|Revenue                                                        |  |                                  | 0       |                                  |  |                                 
|Interest    income                                            |  |                                  | 0       |                                  |  |                                 
|Expenses                                                       |  |                                  | 48,820  |                                  |  |                                 
|Basic    and diluted loss per common share before other items |  |                                  | (0.00   | )                                |  |                                 
|Comprehensive    loss                                         |  |                                  | (48,820 | )                                |  |                                 
|Total    assets                                               |  |                                  | 121,374 |                                  |  |                                 
|Long-term    financial obligations                            |  |                                  | 0       |                                  |  |                                 
|Cash    dividends                                             |  |                                  | 0       |                                  |  |                                 



43





Resultsof Operations

For theyear ended December 31, 2023:

|• |  | The                                            Company’s operating expenses were $48,820 as compared to $125,036 for the corresponding                                            period in 2022 and as compared to $1,044,863 for the corresponding period in 2021.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The Company recorded a comprehensive loss of $48,820 as compared to a comprehensive loss of $125,036 for the corresponding period in 2022and as compared to a comprehensive loss of $1,044,863 for the corresponding period in 2021.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            Company’s basic and diluted loss per common share was $0.00 as compared to a basic                                            and diluted loss per common share of $0.03 and as compared to a basic and diluted loss of                                            $0.24 during the corresponding period in 2021.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            Company’s total assets were $121,374 as compared to $55,683 during the corresponding                                            period in 2022 and as compared to $2,113 during the corresponding period in 2021.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            Company’s total liabilities were $741,436 as compared to $826,925 during the corresponding                                            period in 2022 and as compared to $697,319 during the corresponding period in 2021.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            Company had a working capital deficiency of $719,054 as compared to a working capital deficiency                                            of $825,243 during the corresponding period of 2022 and as compared to a working capital                                            deficiency of $695,206 during the corresponding period of 2021.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Companyis presently not a party to any legal proceedings whatsoever.

Pursuantto debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, includingJackpot Digital Inc. (“Jackpot’) and the Company’s President and CEO, on January 25, 2021 the Company issued a totalof 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”),of which Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired 615,395 DebtSettlement Shares of the Company. As of the date of this MD&A, Jackpot owns 607,377 common shares of the Company representing 4.42%of the issued and outstanding common shares of the Company. The Debt Settlement Shares of the Company were subject to a hold period whichexpired on May 26, 2021.

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 12, 2023, 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.

44







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 consisted 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. During the year-ended December 31, 2022, the Company made a formal application to Canada Revenue Agency and cancelledthe Company’s flow-through share application which was submitted during the year ended December 31, 2020. On January 15, 2023,the non-flow through share purchase warrants expired unexercised.

Inrelation to the flow-through share private placement completed during January 2021, the Company was committed to incur and renounce $20,000in Canadian exploration expenditures by December 31, 2022.  The Company was unable to incur the $20,000.  The Company has agreedto indemnify the flow-through shareholder for certain costs incurred by the shareholder as a result of the Company not meeting its obligationto spend the flow-through share proceeds on qualifying Canadian exploration expenditures in compliance with the applicable tax rulesand pursuant to the share subscription agreement.  As at December 31, 2023 and 2022, the Company has included a provision for indemnificationof the flow through shareholder for an amount of $10,000 in accounts payable.

OnAugust 8, 2022, the Company announced that it intended to offer a non-brokered private placement financing whereby the Company may raisegross proceeds of up to $400,000 by issuing up to 10,000,000 units of the securities of the Company at the price of $0.04 per unit. DuringAugust and October 2022, the Company closed the private placement financing in three tranches by the issuance in aggregate of 1,200,000non-flow through units of the Company at $0.04 per unit for total gross proceeds of $48,000. Each Unit consists of one common share inthe capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at theprice of $0.05 per common share for a period of five years. All securities that have been issued were subject to a four-month and oneday hold period.

OnMay 15, 2023, the Company closed the non-brokered private placement financing which was announced in December 2022 for gross proceedsof $150,000 through the issuance of 6,000,000 units of the Company at $0.025 per unit. Each unit consists of one common share in thecapital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the priceof $0.05 per common share for a period of 5 years. All securities issued in connection with this financing include a hold period in accordancewith applicable securities laws.

OnJune 1 & 5, 2023, the Company announced a non-brokered private placement of up to $100,000 through the issuance of up to 4,000,000units of the Company at the price of $0.025 per unit whereby each unit would have consisted of one common share and one share purchasewarrant to purchase an additional common share in the capital of the Company at the price of $0.05 per share for a period of five yearsfrom closing. The proposed private placement did not close.

OnJune 5, 2023, the Company announced a non-brokered private placement offering to raise funds for gross proceeds of up to $100,000 bythe issuance of up to 4,000,000 flow-through units of the Company at the price of $0.025 per unit. On July 24, 2023, the Company closedthe flow-through share offering through the issuance of 2,000,000 flow-through units of the Company at $0.025 per unit for gross proceedsof $50,000. 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 $0.05 for a period of five years. The funds raised from thisfinancing were utilized towards exploration work expenditures on the Company’s mineral property located in the Province of BritishColumbia. In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive tradingdays, a forced exercise provision will come into effect for the warrants issued in connection with this financing. All securities issuedin connection with this financing include a hold period in accordance with applicable securities laws. In relation to the flow-throughprivate placement, the Company is committed to incur and renounce $50,000 in Canadian exploration expenditures by December 31, 2024.As at December 31, 2023, the Company had incurred $44,991 and had renounced the $50,000 with the remaining $5,009 being spent subsequentto December 31, 2023.

45







MineralProperties

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 an agreement with Colt Resources Inc. (“Colt Resources”)to purchase the remaining 67% right, interest and title in and to the Extra High Property.

Duringthe year ended December 31, 2021, the Company recorded an impairment loss of $25,001 relating to the Extra High Property.

Pursuantto the Company’s offer letter to Colt Resources dated July 6, 2022 which was accepted by Colt Resources, the Company has made acash payment of $15,000 and, has issued 50,000 common shares in the capital of the Company to Colt Resources as consideration for thefull and final settlement of all matters between the Company and Colt Resources in respect to the Extra High Property. The 50,000 commonshares in the capital of the Company were subject to a hold period from trading which expired on December 10, 2022.

During 2023 the Company hired the services of Discovery Consultants of Vernon, British Columbia (“Discovery “) to plan, conduct, and complete the Company’s exploration work program on the Extra High Property (the “Company’s 2023 Exploration Work Program”).

The mineral claims covering the Extra High Property are valid until December 28, 2028.

Asat December 31, 2023, 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 Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%,can be purchased by the Company at any time by paying $500,000.

2. OntarioMineral Leases (Lithium)

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

46







3. AcaciaProperty

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                                            of 20,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property                                            NI 43-101 Technical Report;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Incur                                            a total of $100,000 in property related expenditures on or before the first anniversary of                                            the Option Agreement;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Issuance                                            of 10,000 common shares to Eagle Plains and incur a total of $100,000 in property related                                            expenditures on or before the second anniversary of the Option Agreement;
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Issuance                                            of 10,000 common shares to Eagle Plains and incur a total of $300,000 in property related                                            expenditures on or before the third anniversary of the Option Agreement;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Issuance                                            of 10,000 common shares to Eagle Plains and incur a total of $750,000 in property related                                            expenditures on or before the fourth anniversary of the Option Agreement; and
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | Issuance                                            of 10,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related                                            expenditures on or before the fifth anniversary 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 1st Anniversary. The following are theamendments which were required to exercise the option:

|• |  | Issuance                                            of 20,000 common shares (issued) to Eagle Plans.
|- |  | -----------------------------------------------------------------------------------------------------

|• |  | Commitment                                            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 at year-endDecember 31, 2021.

FourthQuarter (December 31, 2023)

Duringthe three months [fourth quarter] period ended December 31, 2023:

|• |  | The                                            Company had a comprehensive loss of $35,061 as compared to comprehensive loss of $57,456                                            or $0.01 per share during the same three-month period (fourth period) ended December 31,                                            2022 and as compared to a comprehensive loss of $969,942 or $0.22 per share during the same                                            three-month period (fourth period) ended December 31, 2021.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The                                            Company’s Operating costs were $35,061 as compared to $57,456 for the same period in                                            2022 and as compared to $969,942 for the same period in 2021.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



47





Summaryof Quarterly Results

|For    the Quarterly Periods ended:                  |  | December    31, 2023 |         | September    30, 2023 |  | June    30, 2023 |         | March    31, 2023
|----------------------------------------------------- |  | --------------------- | ------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total    Revenues                                    |  |                       | 0       |                        |  |                   | 0       |                   
|Net    income/(loss) and Comprehensive income/(loss) |  |                       | (35,061 | )                      |  |                   | (21,948 | )                 
|Income/(loss)    per share                           |  |                       | (0.00   | )                      |  |                   | (0.00   | )                 



|For    the Quarterly Periods ended: |  | December    31, 2022 |         | September    30, 2022 |  | June    30, 2022 |         | March    31, 2022
|------------------------------------ |  | --------------------- | ------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total    Revenues                   |  |                       | 0       |                        |  |                   | 0       |                   
|Net    loss and comprehensive loss  |  |                       | (57,456 | )                      |  |                   | (20,694 | )                 
|Loss    per share                   |  |                       | (0.01   | )                      |  |                   | (0.00   | )                 

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

Risksrelated to our Business

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

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

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

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

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

|• |  | The                                            exploration of mineral properties involves significant risks which even experience, knowledge                                            and careful evaluation may not be able to avoid. The prices of metals have fluctuated widely,                                            particularly in recent years as it is affected by numerous factors which are beyond the Company’s                                            control including international, economic and political trends, expectations of inflation                                            or deflation, currency exchange fluctuations, interest rate fluctuations, global or regional                                            consumptive patterns, speculative activities and increased production due to new extraction                                            methods. The effect of these factors on the price of metals, and therefore the economic viability                                            of the Company’s interest in its mineral exploration property 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.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | 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.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



48





Liquidityand 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2024, 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, 2023:

|• |  | the                                            Company’s total assets were $121,374 as compared to $55,683 for the year ended December                                            31, 2022 and as compared to $2,113 for the year ended December 31, 2021.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company’s total liabilities were $741,436 as compared to $826,925 for the year ended                                            December 31, 2022 and as compared to $697,319 for the year ended December 31, 2021.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company had $18,304 in cash as compared to $122 in cash for the year ended December 31, 2022                                            and as compared to $1,611 in cash for the year ended December 31, 2021.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the                                            Company had GST receivable in the amount of $4,078 as compared to $1,560 for the year ended                                            December 31, 2023 and as compared to $502 for the year ended December 31, 2021.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



49





Sharesfor Debt Financing

Pursuantto debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, onJanuary 25, 2021, the Company issued 2,957,406 common shares of the Company (the “Debt Settlement Shares of the Company”)at a 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.

PrivatePlacement Financings

Duringthe year ended December 31, 2023 and up to the date of the MD&A, the following transactions have occurred:

|i) |  | On                                            July 24, 2023, the Company closed a non-brokered private placement financing which was announced                                            on June 5, 2023 for gross proceeds of $50,000 through the issuance of 2,000,000 flow-through                                            units of the Company at $0.025 per unit. Each unit consists of one flow-through common share                                            in the capital of the Company and non-flow-through share purchase warrant to purchase an                                            additional common share in the capital of the Company at the price of $0.05 per common share                                            for a period of 5 years. All securities issued in connection with this financing include                                            a hold period in accordance with applicable securities laws. Based on the residual method                                            the warrants were valued at $nil. The units were issued below the then market price of the                                            Company shares, therefore a flow-through premium was recorded.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii) |  | On                                            May 15, 2023, the Company closed the non-brokered private placement financing which was announced                                            in December 2022 for gross proceeds of $150,000 through the issuance of 6,000,000 units of                                            the Company at $0.025 per unit. Each unit consists of one common share in the capital of                                            the Company and one share purchase warrant to purchase an additional common share in the                                            capital of the Company at the price of $0.05 per common share for a period of 5 years. All                                            securities issued in connection with this financing included a hold period in accordance                                            with applicable securities laws. Based on the residual value the warrants were valued at                                            $nil.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Duringthe year ended December 31, 2022, the following share transactions occurred:

|i) |  | During                                            August and October 2022, the Company issued in aggregate 1,200,000 non flow-through units                                            of the Company. Each non flow-through unit consists of one common share and one share purchase                                            warrant to acquire one common share of the Company at a price of $0.05 for a period of five                                            years. All securities issued in connection with this financing were subject to four-months                                            and one day hold period.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|ii) |  | 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.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

50





LoanPayable

TheCompany had borrowed the sum of $103,924 from a 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 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 during the year ended December 31, 2021. 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, 2023, the loan is outstanding andhas accrued interest in the amount of $12,973.

ConvertibleDebentures Financing 2015

OnJanuary 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. Theconvertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertibledebentures are convertible into common shares of the Company at a conversion price of $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.

Asat December 31, 2023, the Company recorded interest expense of $30,000 (December 31, 2022 - $30,000). As of December 31, 2023, $250,000of the convertible debentures are outstanding plus the accrued interest of $269,589 (December 31, 2022 - $239,589).

ConvertibleDebentures Financing 2013

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 during the year ended December 31,2021.

Warrants

Asat December 31, 2023, a total of 9,200,000 warrants exercisable at the price of $0.05 per warrant share were outstanding. As of the dateof this MD&A, there are 9,200,000 share purchase warrants 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.

51







StockOptions

Asat December 31, 2023, there were no outstanding stock options (December 31, 2022 – Nil). Subsequent to the year ended December31, 2023, the Company granted a total of 1,750,000 incentive stock options to directors, officers and consultants exercisable at theprice of $0.10 per share for a period of three years.

MaterialAccounting Policy Information

TheAnnual Audited Financial Statements for the year ended December 31, 2023 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Material Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Financial Statements for the year ended December31, 2023.

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

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

Off-BalanceSheet 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.

RelatedParty Transactions

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

TheCompany has an office lease agreement with Jackpot. Under the agreement, the Company is entitled to have office space from Jackpot ata monthly rate of $1,000 plus applicable taxes. Furthermore, Jackpot or the Company may terminate this agreement by giving each othera three months’ notice in writing.

TheCompany has an office support services agreement with Jackpot which has been extended until September 30, 2024. 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.

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.

52







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

|                                                            |  | December    31, 2023 |        | December    31, 2022
|----------------------------------------------------------- |  | --------------------- | ------ | ---------------------
|Advances    from directors (interest at prime plus 1%)     |  | $                     | —      |                      
|Entities    controlled by directors (non-interest-bearing) |  |                       | 82,328 |                      
|                                                            |  | $                     | 82,328 |                      



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

|                                                                                                                    |  | 2023 |        | 2022 |  | 2021
|------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- |  | ----
|Interest    charged on amounts due to related parties                                                              |  | $    | 1,100  |      |  | $   
|Interest    on convertible debentures                                                                              |  |      | 30,000 |      |  |     
|Rent    charged by entities with common directors                                                                  |  |      | 12,000 |      |  |     
|Office    expenses charged by, and other expenses paid on behalf of the Company by a company with common directors |  |      | 15,081 |      |  |     
|                                                                                                                    |  | $    | 58,181 |      |  | $   



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, until mutual consent of the Company and Lender has been reached.

Theconvertible debentures and accrued interest of $519,589 (December 31, 2022 - $489,589) is owed to the Chief Executive Officer, and toa director of the Company.

Asof the date of this MD&A, Jackpot owns 607,377 common shares of the Company representing 4.42% of the Company’s issued andoutstanding common shares.

InsiderParticipation

Inconnection with the non-brokered private placement which was announced on June 5, 2023, two Insiders of the Company acquired 2,000,000flow-through units at $0.025 per unit in the capital of 37 Capital. For further particulars please see Private Placement Financings onpage 9 of this MD&A.

Inconnection with the non-brokered private placement which was announced on December 16, 2022, an Insider of the Company, a family memberand his private company, acquired in aggregate 2,600,000 units at $0.025 per unit in the capital of 37 Capital. For further particularsplease see Private Placement Financings on page 9 of this MD&A.

Inconnection with the non-brokered private placement which was announced on August 8, 2022, an Insider of the Company and his private company,acquired in aggregate 1,200,000 units at $0.04 per unit in the capital of 37 Capital. For further particulars please see Private PlacementFinancings on page 9 of this MD&A.

53







FINANCIALINSTRUMENTS AND RISK MANAGEMENT

(a)  Riskmanagement overview

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

(b) Fairvalue of financial instruments

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

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

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

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

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

(c)  Creditrisk

Creditrisk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractualobligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist ofcash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d) Liquidityrisk

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

AtDecember 31, 2023, the Company had cash of $18,304 (December 31, 2022 - $122) available to apply against short-term business requirementsand current liabilities of $741,436 (December 31, 2022 - $826,925). All of the current liabilities are due within 90 days. Amounts dueto related parties are due on demand. As of December 31, 2023, two convertible debentures together with the accrued interest for a totalamount of $519,589 are outstanding, and the loan payable in the amount of $50,000 plus accrued interest in the amount of $12,973 aredue. Liquidity risk is assessed as high.

54







(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, 2023, 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.

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, 2023 and 2022.

CapitalStock

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

Unlimitednumber of preferred shares without nominal or par value

|Outstanding    Share Data                      |  | No.    of Common Shares |                                                                                                                                                                                                 | No.    of Preferred Shares |  | Exercise    Price per Share |     | Expiry    Date
|----------------------------------------------- |  | ------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- |  | ---------------------------- | --- | ---------------
|Issued    and Outstanding as at April 29, 2024 |  |                          | 13,745,947                                                                                                                                                                                      |                             |  |                              | Nil |                
|Warrants                                        |  |                          | 250,000                                                                                                                                          750,000 200,000 6,000,000 2,000,000 9,200,000 |                             |  |                              | Nil |                
|Stock    Options                               |  |                          | 1,750,000                                                                                                                                                                                       |                             |  |                              | Nil |                
|Fully    Diluted as at April 29, 2024          |  |                          | 24,695,947                                                                                                                                                                                      |                             |  |                              | Nil |                



DirectorApproval

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

Outlook

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

55







SIGNATUREPAGE

Pursuantto the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirementsfor filing on Form 20-F (2023) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

37 CAPITALINC.

“JacobH. Kalpakian”

JacobH. Kalpakian

President& Chief Executive Officer



Dated this 10th day of January, 2025.

56