UNITED
STATES SECURITIES AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
20-F



☐
	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, 2014



☐	
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 016353



37
CAPITAL INC.

(formerly
High 5 Ventures Inc.)

(Exact
name of Registrant as specified in its charter)



British
Columbia, Canada

(Jurisdiction
of Incorporation or organization)



Suite
300, 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1

(Address
of principal executive offices)



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



None



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 reporting obligation pursuant to Section 15(d) of the Act: None



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: 1,067,724 common shares as of December 31, 2014. 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 ☒



Note-
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

____________________________________________________________________________________



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  ☒
|------------------------------ | ------------------------ | ----------------------------





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




37
CAPITAL INC.



FORM
20-F ANNUAL REPORT 2014



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                                                               | 3 
|ITEM
    4.  INFORMATION ON THE COMPANY                                                   | 7 
|ITEM
    5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                 | 13
|ITEM
    6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                   | 20
|ITEM
    7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                             | 25
|ITEM
    8.  FINANCIAL INFORMATION                                                        | 30
|ITEM
    9.  THE  OFFER & LISTING                                                         | 29
|ITEM
    10. ADDITIONAL INFORMATION                                                       | 33
|ITEM
    11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 43
|ITEM
    12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 44
|ITEM
    13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                              | 44
|ITEM
    14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 44
|ITEM
    15. CONTROLS AND PROCEDURES                                                      | 45
|ITEM
    16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.                            | 45
|ITEM
    17. FINANCIAL STATEMENTS                                                         | 46
|ITEM
    18. FINANCIAL STATEMENTS                                                         | 48
|ITEM
    19. LIST OF EXHIBITS                                                             | 48
|                                                                                          |   
|SIGNATURE PAGE                                                                            | 89

2


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
|-------------------------------------------------------------------------------- | ------------------------------------------------------
|Bedo
        H. Kalpakian(1)*
        Richmond,
        British Columbia, Canada | President,
        CEO,CFO and Director               
|Jacob
        H. Kalpakian
        Vancouver,
        British Columbia, Canada   | Vice
        President and Director                   
|Gregory
        T. McFarlane*
        Las
        Vegas, Nevada, USA             | Director                                              
|Fred
        A. C. Tejada*
        Surrey,
        British Columbia, Canada      | Director                                              
|Maria
        P. Arenas
        Surrey,
        British Columbia, Canada         | Corporate
        Secretary                           
|(1)
    Chairman of the Audit Committee                                          |                                                       
|*
    Members of the Audit Committee                                             |                                                       



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 2010, 2011,
2012, 2013 and 2014 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. On August 31, 2012 the Company’s share capital was consolidated on the basis of fifteen old common shares for
one new common share, and on July 7, 2014 the Company’s share capital was consolidated on the basis of six old common shares
for one new common share. All common shares and per share amounts included in this Annual Report on Form 20-F (2014) have been
restated to give retroactive effect to the 6:1 share consolidation, which took effect on July 7, 2014 as further described in
Results of Operations in Item 4.(a) of this document.









3




TABLE
I



The
financial data under the tables 2014, 2013, 2012, 2011 and 2010 have been prepared in accordance with IFRS.



|                                                               |   | Year
    Ended December 31, 2014 |            | Year
    Ended December 31, 2013 |  | Year
    Ended December 31, 2012 |            | Year
    Ended December 31, 2011 |  | Year
    Ended December 31, 2010
|-------------------------------------------------------------- | - | -------------------------------- | ---------- | -------------------------------- |  | -------------------------------- | ---------- | -------------------------------- |  | --------------------------------
|Operating
    Revenue                                          | $ |                                  | 4,157      |                                  |  |                                  | 0          |                                  |  |                                 
|Interest
    Income                                            | $ |                                  | 0          |                                  |  |                                  | 0          |                                  |  |                                 
|Net
    loss                                                   | $ |                                  | (1,046,790 | )                                |  |                                  | (324,031   | )                                |  |                                 
|Basic
    and diluted loss per common share before other items | $ |                                  | (0.98      | )                                |  |                                  | (0.50      | )                                |  |                                 
|Total
    Assets                                               | $ |                                  | 3,530      |                                  |  |                                  | 853,725    |                                  |  |                                 
|Capital
    Stock                                              | $ |                                  | 25,272,401 |                                  |  |                                  | 25,272,401 |                                  |  |                                 
|Number of common
    shares at year-end                        |   |                                  | 1,067,724  |                                  |  |                                  | 1,067,725  |                                  |  |                                 
|Long-term obligations                                          | $ |                                  | 0          |                                  |  |                                  | 0          |                                  |  |                                 
|Cash
    dividends                                             | $ |                                  | 0          |                                  |  |                                  | 0          |                                  |  |                                 

Note:
All common shares and per share amounts included in the above table have been restated to give retroactive effect to the 6:1
consolidation described in Information on the Company under Item 4. of this Annual Report.



Exchange
Rates



| |                                                                                                                                         | Monthly
    High ($) (1) |  | Monthly
    Low ($)(1)
| | --------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ |  | ----------------------
| | July
                                         2014                                                                                      |                          |  |                       
| | August
                                         2014                                                                                    |                          |  |                       
| | September
                                         2014                                                                                 |                          |  |                       
| | October
                                         2014                                                                                   |                          |  |                       
| | November
                                         2014                                                                                  |                          |  |                       
| | December
                                         2014                                                                                  |                          |  |                       
| | (1)The high and low exchange rates have been calculated using the rates of the Bank
                                         of Canada. |                         







4






| |                                                              | For
    Year Ended December 31, 2014 |  | For
    Year Ended December 31, 2013 |        | For
    Year Ended December 31, 2012 |  | For
    Year Ended December 31, 2011 |        | For
    Year Ended December 31, 2010
| | ------------------------------------------------------------ | ------------------------------------ |  | ------------------------------------ | ------ | ------------------------------------ |  | ------------------------------------ | ------ | ------------------------------------
| | Average
                                         rate ($)(2) |                                      |  |                                      | 0.9399 |                                      |  |                                      | 0.9710 |                                     
| | High
                                         ($)(3)         |                                      |  |                                      | 0.9053 |                                      |  |                                      | 1.0165 |                                     
| | Low
                                         ($)(3)          |                                      |  |                                      | 0.8579 |                                      |  |                                      | 0.9342 |                                     

(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, 2014,
the U.S. $1.00 was equalto Cdn $1.1601.



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: 37 Capital’s proposed 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.



-
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. Operations in which the Company has a direct or indirect interest
will be subject to all the hazards and risks normally incidental to exploration, development and production of resources, any
of which could result in work stoppages, damages to persons or property and possible environmental damages. Although the Company
may obtain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities might
exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself
against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs
that could have a material adverse effect upon its financial condition.



-
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, and therefore the economic viability of the Company's interest in exploration
projects, cannot be accurately predicted.



5




-
Environmental Factors: Should the Company decide to conduct any mineral exploration works then all phases of the Company's
mineral exploration works shall besubject to environmental regulation in the various jurisdictions in which the Company
operates. 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: Although during Q4 of 2014 the Company generated a minimal revenue of $4,157, however 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. Furthermore, 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.



-
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.



-
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 are quoted for trading on the OTCQB
tier of the OTC Markets Group (“OTCQB”). 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.



6




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.



- 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:In respect to the Company’s investment in the Mexican gaming company, as there are
no assurances whatsoever that in the foreseeable future the Company shall receive any casino royalty revenues from the
Mexican land based casino, on December 31, 2014 the Company has recorded impairment of $799,999 in regards to the
Company’s investment in the Mexican gaming company.





ITEM
4. INFORMATION ON THE COMPANY



Item
4.A. History and Development of the Company



The legal
and commercial name of the company is 37 CAPITAL INC. (“37 Capital”).



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 as the French form of its name "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 from Lucky 1 Enterprises Inc. 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 from Zab Resources Inc. to Kokomo Enterprises Inc. On August 31, 2012, the Company changed
its name from Kokomo Enterprises Inc. 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* – Attached).



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 are now listed
for trading on the OTCQB tier of the OTC Markets Group Inc. (“OTCQB). 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.



7




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 CSE symbol 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 trade 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 to date.



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 trade on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s
common shares is 88429G102.



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, the Company, through its formerly owned Ecuadorean
subsidiary, Armenonic del Ecuador S.A. (“Armenonic”) operated the San Bartolome lead/zinc/silver mine in Ecuador.



8




37
Capital is a junior mineral exploration company. The Company has a 33% undivided interest in the Extra High Property 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 properties located in the Province of Ontario. 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.



Effective
as of April 26, 2013, the Company’s office is located at Suite 300, 570 Granville Street, Vancouver, British Columbia, Canada,
V6C 3P1. The telephone number is (604) 681-1519 (ext. 6106) and the telefax number is (604) 681-9428. The contact person is Bedo
H. Kalpakian.



The
Company's registered office and records office is located at: P.O. Box 10068, #1600 -609 Granville Street, Vancouver, British
Columbia, Canada V7Y 1C3. The telefax number is (604) 669-3877.



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



The
Auditors of the Company are Smythe Ratcliffe LLP, Chartered Accountants, 7th floor, Marine Building, 355 Burrard Street,
Vancouver, British Columbia, Canada V6C 2G8. The telefax number is (604) 688-4675.



Item
4.B. Business Overview



Summary



37
Capital is a junior mineral exploration company. The Company has a 33% undivided interest in the Extra High Property 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 properties located in the Province of Ontario. The principal business of 37 Capital is in mineral exploration. However,
as of December 31, 2014 and 2013, the Company has a minority investment in a non-mining related project located in Mexico.
As at December 31, 2014, the Company assessed the fair value of its investment and has recorded impairment of $799,999 on its
investment due to nominal royalty payments received to date.



37
Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents,
including an AIF in its alternate form, on www.Sedar.com . The Company is a foreign private issuer in the United States of America
and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=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 in. It should be noted that there are no assurances that 37 Capital
shall be successful in its attempts of seeking opportunities of merit to get involved in.



Item
4. C. Organizational Structure



Not
Applicable.



9




Item
4.D. Property, Plants and Equipment



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



On
March 26, 2004, the Company entered into an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s
length party (the “Arm’s Length Party”) in respect to certain mineral claims, which are situated in the Kamloops
Mining Division in British Columbia (the “Extra High Property”). Pursuant to the terms of the Option Agreement as
amended on March 8, 2005, the Company obtained the right to acquire a 100% undivided interest in the Extra High Property, subject
to a 1.5% net smelter returns royalty (the “Arm’s Length Royalty”), by making staged cash payments totalling
$150,000 and incurring exploration expenditures on the Extra High Property totalling $500,000 over a period of three years. Upon
the Company earning a 100% undivided interest in the Extra High Property, the Company obtained the right to purchase at any time
50% of the Arm’s Length Royalty by paying to the Arm’s Length Party the sum of $500,000 leaving the Arm’s Length
Party with a 0.75% NSR royalty.



In
the spring of 2004, the Company commissioned an independent review of the Extra High Mineral Property by Erik Ostensoe, P. Geo.,
who prepared a report, dated the 22nd day of April, 2004 titled “National Policy 43-101 Report, Extra High Mineral
Property, Kamloops Mining Division, British Columbia”. The report recommended exploration work programs be carried out on
the Extra High Mineral Property in order to evaluate the mineral potential of the Extra High Mineral Property. This report has
been filed on www.Sedar.com by the Company.



From
May, 2005 up to December, 2005, the Company conducted its exploration program on the Extra High Property. The exploration program
consisted of soil sampling, geological mapping, trenching and diamond drilling. A total of 1,874.3 metres of NQ diamond drilling
and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High Mineral
Property. The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng, a qualified
person as defined by National Instrument 43-101. At the time, Mr. J.W. Murton was a director of the Company. Mr. J. W. Murton
has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained from the
2005 exploration program. Mr. J. W. Murton has prepared for the Company a Technical Report (NI 43-101) on the Extra High Property
(2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com, and on the Company’s
corporate website, www.37capitalinc.com. For further particulars about the Extra High Mineral Property and the 2005 Exploration
Program, please visit either www.sedar.com or www.37capitalinc.com.



On
September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources
Inc. (“Colt”), a company formerly related by certain directors and officers, whereby Colt obtained the right to acquire
a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Property by incurring exploration expenditures
of $240,000 on the Extra High Property by no later than February 28, 2007 and by making cash payments to the Company
totalling $133,770 by no later than March 26, 2007.



On
September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated
by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to
make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra
High Property.



On
October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference)
whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra High Property
and to make the cash payments to the Company.



On
April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated
by reference) by entering into an Amending Agreement whereby the Company was released of the requirement to incur the remaining
exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s Length Party.



10




On
June 14, 2007, the Company amended its Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest
in the Extra High Property by making cash payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending
Agreement released Colt of the requirement to incur $240,000 in exploration expenditures on the Extra High Property.



On
June 26, 2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in
the Extra High Property subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned
its 34% interest in the Extra High Property, thus reducing the Company’s interest to 66%.



During
2007, the Company and its joint venture partner Colt conducted a diamond drilling program on the Extra High Property. A total
of 1,293.59 metres were drilled in 8 NQ diamond drill holes. The diamond drilling program was targeted at expanding the previously
indicated mineralization in the K7 lens and was successful in revealing the potential for larger zones of lower grade mineralization
lying adjacent to the massive sulphide mineralization indicated in earlier work. The diamond drilling program was conducted by
and was under the direct supervision of J. W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101. At
the time, Mr. J. W. Murton was a director of the Company. For further particulars about the diamond drilling program please see
the report on the 2007 Diamond Drilling Program dated February 28, 2008 that was prepared for the Company and Colt by J. W. Murton,
P. Eng. which has been filed by the Company on its corporate website www.high5ventures.com



At
December 31, 2007, the Company held a 66% interest in the Extra High Property.



On
January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) (Exhibit 10.11.3
- Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches,
the Company’s 66% undivided interest in the Extra High Property. Pursuant to the 2008 Option Agreement, Colt exercised the
first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided
interest in the Extra High Property. As a result of Colt exercising the first tranche of the option, Colt increased its undivided
interest in the Extra High Property to 67% and has become the operator of the Extra High Property.



In
order to exercise the second tranche of the option, Colt was required to make a cash payment of $250,000 to the Company on or
before December 31, 2008. Colt did not exercise the second tranche of the option. Consequently, Colt now holds a 67% undivided
interest in the Extra High Property and the Company now holds a 33% undivided interest in the Extra High Property. Pursuant to
the Joint Venture which the Company and Colt have formed, each party shall henceforth contribute its proportionate share of property
related expenditures. If any party fails to contribute its share of future property related expenditures, then its interest will
be diluted on a straight-line basis. If any party’s interest is diluted to less than 10%, then that party’s interest
in the Extra High Property will be converted into a 0.5% net smelter returns royalty.



As
at December 31, 2011, 2012, 2013 and 2014, the Company held a 33% undivided interest in the Extra High Property.



Neither
the Company nor the operator of the Extra High Property has incurred any meaningful exploration or evaluation expenditures in
recent years with respect to the Extra High Property. Accordingly, during the fiscal year-ended 2011 the Company recognized an
impairment provision of $151,339 to reduce the carrying amount to $1. If there is an indication in the future that the impairment
loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property
will be increased to its recoverable amount. The Company did not incur any expenditures on the Extra High Property during the
years 2014, 2013 and 2012.



On
August 1, 2014, the Company entered into a Property Option Agreement with Green Arrow Resources Inc. (“Green Arrow”),
a related company by certain common directors and officers, whereby Green Arrow was granted an irrevocable and exclusive right
and option to acquire the Company’s 33% right, title and interest in the Extra High Property. Subsequently, on September
24, 2014, the Property Option Agreement was terminated by mutual consent.



11




As
of the date of this Annual Report, the Company holds a 33% undivided interest in the Extra High Property.



The
Extra High Property, consisting of a total area of approximately 1,074 hectares, is located on Samatosum Mountain, immediately
south of the formerly producing Samatosum Mine, 60 km northeast of Kamloops, British Columbia.



Legal
Description



The
Extra High Mineral Property 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  |              |  |                
|              | 509956 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 182.52  |              |  |                
|              | 509961 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 121.664 |              |  |                
|              | 509963 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 40.569  |              |  |                
|              | 509969 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 344.834 |              |  |                
|              | 510213 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 20.289  |              |  |                
|              | 510214 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 40.557  |              |  |                
|              | 510215 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 81.124  |              |  |                
|              | 510306 |                   |  | Extra
    High                                                                                                |  |                                                                                                                                                                                                                               | 60.857  |              |  |                
|              |        |                   |  |                                                                                                               |  |                                                                                                                                                                                                                               |         |              |  |                
|              | 509952 |                   |  | Super
    High  #1                                                                                            |  |                                                                                                                                                                                                                               | 60.824  |              |  |                
|              | 520184 |                   |  | Super
    High  #2                                                                                            |  |                                                                                                                                                                                                                               | 20.275  |              |  |                
|              | 520186 |                   |  | Super
    High  #3                                                                                            |  |                                                                                                                                                                                                                               | 40.544  |              |  |                



| | II. | 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.



| | III. | Investment
                                         in Mexican Gaming Company
| | ---- | -----------------------------------------------------------------------------



In
April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to
purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican
land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200
for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty
revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of the investment
and recorded impairment of $799,999 on the investment due to nominal royalty payments received to date (see Exhibit 10.13 –
Incorporated by reference).





12






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, 2014, 2013 and 2012 which are in accordance
with IFRS:



|                                                               |  | Year
                                         Ended December
                                         31, 2014 |            | Year
                                         Ended December
                                         31, 2013 |  | Year
                                         Ended December
                                         31, 2012
|-------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------- | ---------- | -------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------
|Revenue                                                        |  |                                                                                                                | 4,157      |                                                                                                                |  |                                                                                                               
|Interest
    income                                            |  |                                                                                                                | 0          |                                                                                                                |  |                                                                                                               
|Expenses                                                       |  |                                                                                                                | (1,050,947 | )                                                                                                              |  |                                                                                                               
|Basic
    and diluted loss per common share before other items |  |                                                                                                                | (0.98      | )                                                                                                              |  |                                                                                                               
|Net
                                         loss              |  |                                                                                                                | (1,046,790 | )                                                                                                              |  |                                                                                                               
|Total
    assets                                               |  |                                                                                                                | 3,530      |                                                                                                                |  |                                                                                                               
|Long-term
    financial obligations                            |  |                                                                                                                | 0          |                                                                                                                |  |                                                                                                               
|Cash
    dividends                                             |  |                                                                                                                | 0          |                                                                                                                |  |                                                                                                               

Note:
All common shares and per share amounts included in the above table for the years ended December 31, 2014, 2013 and 2012 have
been restated to give retroactive effect to the 6:1 share consolidation described in Information on the Company under Item 4.
of this Annual Report. Earnings (loss) per common share calculations in the above table are based on the weighted average
number of shares outstanding as shown in the Annual Statements of Comprehensive Loss for the above mentioned periods.



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



Effective
August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High
5”) and consolidated its share capital on the basis of fifteen (old) Kokomo common shares for one (new) High 5 common share.
The common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “HHH”, and in
theUSA, the Company's common shares trade on the OTCQB tier of the OTC markets under the trading symbol “HHHEF”.
The Cusip number of the Company’s common shares is 42966V105. The Company’s office is located at Suite 300, 570 Granville
Street, Vancouver, BC, Canada, V6C 3P1. The Company’s registrar and transfer agent is Computershare Investor Services Inc.
located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.



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 trade on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s
common shares is 88429G102.



All
common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect
on July 7, 2014.



13




In
April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to
purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican
land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200
for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty
revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of the investment
and recorded impairment of $799,999 on the investment due to nominal royalty payments received to date (see Exhibit 10.13 –
Incorporated by reference).



At
the Annual General Meeting of the Company’s shareholders which was held on September 18, 2014, the shareholders received
the Audited Financial Statements for the fiscal year ended December 31, 2013 and the Auditor’s Report thereon; fixed the
number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane and Fred
A.C. Tejada as Directors of the Company; re-appointed the Company’s Auditor, Smythe Ratcliffe LLP, Chartered Accountants
for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor, re-approved the Company’s
2004 Stock Option Plan, and approved and adopted Amendments to the Company’s Articles to implement Advance Notice Provisions.



For the
year ended December 31, 2014:



| | • | The
                                         Company’s operating expenses were $1,050,947 as compared to $324,031 for the corresponding
                                         year in 2013 and as compared to $163,147 for the corresponding year in 2012. The impairment
                                         of the investment in Mexico in the amount of $799,999 mainly contributed to the increase
                                         of the expenses during the year ended December 31, 2014.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company recorded a net loss and comprehensive loss of $1,046,790 as compared to a net
                                         loss and comprehensive loss of $324,031 during the corresponding year in 2013 and as
                                         compared to $163,147 during the corresponding year in 2012. The impairment of the investment
                                         in Mexico in the amount of $799,999 mainly contributed to the increase of the net loss
                                         during the year ended December 31, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s basic and diluted loss per common share was $0.98 as compared to a basic
                                         and diluted loss of $0.50 during the corresponding year in 2013 and as compared to a
                                         basic and diluted loss of $0.89 during the corresponding year in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total assets were $3,530 as compared to $853,725 during the corresponding
                                         year in 2013 and as compared to $12,707 during the corresponding year in 2012. The impairment
                                         provision of the Mexican investment in the amount of $799,999 during the year ended December
                                         31, 2014 mainly contributed to the decrease of the Company’s total assets.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total liabilities were $529,764 as compared to $333,169 during the corresponding
                                         year in 2013 and as compared to $364,703 during the corresponding year in 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company had a working capital deficiency of $526,236 as compared to a working capital
                                         deficiency of $328,645 during the corresponding year in 2013 and as compared to a working
                                         capital deficiency of $351,997 during the corresponding year in 2012.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



14








Summary
of Quarterly Results



|For
    the Quarterly Periods ended: |   | December
    31, 2014 |          | September
    30, 2014 |  | June
    30, 2014 |         | March
    31, 2014
|------------------------------------ | - | --------------------- | -------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total
    Revenues                   | $ |                       | 4,157    |                        |  |                   | 0       |                   
|Net
    loss and comprehensive loss  |   |                       | (892,875 | )                      |  |                   | (61,466 | )                 
|Loss
    per common share            |   |                       | (0.84    | )                      |  |                   | (0.06   | )                 





|For
    the Quarterly Periods ended: |   | December
    31, 2013 |         | September
    30, 2013 |  | June
    30, 2013 |         | March
    31, 2013
|------------------------------------ | - | --------------------- | ------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total
    Revenues                   | $ |                       | 0       |                        |  |                   | 0       |                   
|Net
    loss and comprehensive loss  |   |                       | (67,327 | )                      |  |                   | (90,303 | )                 
|Loss per common
    share            |   |                       | (0.06   | )                      |  |                   | (0.13   | )                 



|For
    the Quarterly Periods ended: |   | December
    31, 2012 |         | September
    30, 2012 |  | June
    30, 2012 |         | March
    31, 2012
|------------------------------------ | - | --------------------- | ------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total
    Revenues                   | $ |                       | 0       |                        |  |                   | 0       |                   
|Net
    loss and comprehensive loss  |   |                       | (43,951 | )                      |  |                   | (36,586 | )                 
|Loss
    per common share            |   |                       | (0.04   | )                      |  |                   | (0.03   | )                 





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



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
2015, the Company shall require at least $350,000 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.



15




As
at December 31, 2014:



| | • | The
                                         Company’s operating expenses were $1,050,947 as compared to $324,031 for the corresponding
                                         year in 2013 and as compared to $163,147 for the corresponding year in 2012. The impairment
                                         of the investment in Mexico in the amount of $799,999 mainly contributed to the increase
                                         of the expenses during the year ended December 31, 2014.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company recorded a net loss and comprehensive loss of $1,046,790 as compared to a net
                                         loss and comprehensive loss of $324,031 during the corresponding year in 2013 and as
                                         compared to $163,147 during the corresponding year in 2012. The impairment of the investment
                                         in Mexico in the amount of $799,999 mainly contributed to the increase of the net loss
                                         during the year ended December 31, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s basic and diluted loss per common share was $0.98 as compared to a basic
                                         and diluted loss of $0.50 during the corresponding year in 2013 and as compared to a
                                         basic and diluted loss of $0.89 during the corresponding year in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total assets were $3,530 as compared to $853,725 during the corresponding
                                         year in 2013 and as compared to $12,707 during the corresponding year in 2012. The impairment
                                         provision of the Mexican investment in the amount of $799,999 during the year ended December
                                         31, 2014 mainly contributed to the decrease of the Company’s total assets.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total liabilities were $529,764 as compared to $333,169 during the corresponding
                                         year in 2013 and as compared to $364,703 during the corresponding year in 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company had a working capital deficiency of $526,236 as compared to a working capital
                                         deficiency of $328,645 during the corresponding year in 2013 and as compared to a working
                                         capital deficiency of $351,997 during the corresponding year in 2012.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Private
Placement Financing



There
were no share financings during the year ended December 31, 2014.



During
the year ended December 31, 2013, the following share financings occurred:



| | • | On
                                         January 7, 2013, the Company closed the first tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 125,834 units at $0.90 per unit for gross
                                         proceeds of $113,250. 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 an exercise price of $1.50 until January 7, 2016.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         January 28, 2013, the Company closed the second tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 108,334 units at $0.90 per unit for gross
                                         proceeds of $97,500. 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 an exercise price of $1.50 until January 28, 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         March 4, 2013, the Company closed the third tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until March 4, 2016. In connection to the
                                         closing of the third tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         May 1, 2013, the Company closed the fourth tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until May 1, 2016. In connection to the
                                         closing of the fourth tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 
| |  | 

There
were no share financings during the year ended December 31, 2012.



16




Warrants



As
at December 31, 2014, a total of 270,835 warrants with a weighted average price of $1.50 per share were outstanding.



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. However, there are no assurances whatsoever that any warrants will be exercised before their
expiry.



Convertible
Debentures Financing 2015



On
January 6, 2015 the Company closed a convertible debenture financing with two directors of the Company for a total amount of $250,000.
The convertible debentures have a maturity date of 12 months from the date of closing, and bear interest at the rate of 12% per
annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at the Company’s
option at a conversion price of $0.30 per share.



The
Company did not issue any convertible debentures during 2014.



Convertible
Debentures Financing 2013



On
April 22, 2013, the Company closed the first tranche of the convertible debenture financing with two arm’s length parties
for a total amount of $150,000. The amount of $140,476 has been recorded under convertible debentures and the amount of $9,524
has been recorded under equity portion of convertible debenture reserve.



On
April 14, 2013, the Company closed the second tranche of the convertible debenture financing with seven arm’s length parties
for a total amount of $525,000. In connection with this second tranche closing, the Company has made a cash payment of $38,000
as finder’s fee to an arm’s length party. The amount of $491,665 has been recorded under convertible debentures and
the amount of $33,335 has been recorded under equity portion of convertible debenture reserve.



On
June 10, 2013, the Company closed the third tranche of the convertible debenture financing with an arm’s length party for
the amount of $100,000. In connection with this third tranche closing, the Company has made a cash payment of $8,000 as finder’s
fee to an arm’s length party. The amount of $93,650 has been recorded under Convertible debentures and the amount of $6,350
has been recorded under equity portion of convertible debenture reserve.



On
June 26, 2013, the Company closed the fourth tranche of the convertible debenture financing with three arm’s length parties
for a total amount of $150,000. The amount of $140,461 has been recorded under convertible debentures and the amount of $9,539
has been recorded under equity portion of convertible debenture reserve.



17






On
July 23, 2013, the Company closed the fifth tranche of the convertible debenture financing with an arm’s length party for
the amount of $50,000. In connection with this fifth tranche closing, as finder’s fee, the Company has made a cash payment
of $2,000 and the Company has issued 2,000 common shares at $1.50 per share fair valued at $3,000 and 3,333 agent warrants at
an exercise price of $1.50 per warrant until July 23, 2018 to an arm’s length party fair valued at $5,115. The amount of
$46,820 has been recorded under convertible debentures and the amount of $3,180 has been recorded under equity portion of convertible
debenture reserve.



The
convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum
payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price
of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar
liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate
of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized
in equity. Commission costs directly attributable to the offering of $56,115 were allocated to the liability and equity components
of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that
the liability component will equal the face value of the debentures at maturity plus accrued interest.



On
September 4, 2013, the Company elected to convert the principal amount of $858,118 of certain convertible debentures together
with their corresponding accrued interest into common shares of the Company. Specifically, the Company issued 610,724 common shares
to twelve arm’s length parties in full satisfaction of the Company’s obligations to these twelve arm’s length
parties pursuant to the convertible debentures.



As
at December 31, 2014, the amount of $123,125 has been recorded as convertible debentures and the amount of $5,712 has been recorded
as the equity portion of convertible debentures reserve.



From
time to time, the Company finances its mineral exploration programs through the issuance of flow-through common shares. Income
tax deductions relating to these expenditures are claimable only by the investors. Proceeds from common shares issued pursuant
to flow-through financings are credited to capital stock. Funds raised through the issuance of flow-through shares are required
to be expended on qualified Canadian mineral exploration expenditures, as defined pursuant to Canadian income tax legislation.
As of the date of this Annual Report, the Company has expended on its Canadian mineral properties all funds received by the Company
through the issuance of flow-through common shares.



Stock
Options



As
at December 31, 2014, a total of 33,334 stock options have been granted to consultants exercisable at a price of $1.20 per share
which expire on March 18, 2016 as to 21,667 stock options and May 15, 2016 as to 11,667 stock options. If any stock options are
exercised in the future, then any funds received by the Company shall be used for general working capital purposes. However, there
are no assurances whatsoever that any stock options will be exercised.



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.



18




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 $100,000 plus accrued interest which have matured and are payable on demand (see
Exhibit 10.14 – Incorporated by reference). Apart from these two convertible debentures which have matured and are due,
the Company has no Short Term Debt Obligations, Capital Lease Obligations or Purchase Lease Obligations reflected on the Company’s
Balance Sheets, however the Company has Long Term Obligations pursuant to the 2015 Convertible Debentures Financing (see Exhibit
10.15* - Attached hereto).



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.



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.





19






ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



As
of December 31, 2014,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                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bedo
                                         H. Kalpakian*
        Richmond,
        B.C. Canada  | President,
    CEO, CFO and Director                                 | May
    14, 1946                                          | Vice
                                         President of the Registrant
        
        President
        of Registrant
        
        CEO
        & CFO of the Registrant
        
        Chairman
        of Las Vegas From Home.com Entertainment Inc. (“LVFH”)
        
        CFO
        of LVFH
        
        Director
        of Green Arrow Resources Inc.
        
        Director
        of Alchemist Mining Inc.
        
        Director
        of Active Growth Capital Inc.
        
        President,
        CEO of Colt Resources Inc. | 1984
                                         to 1990
        
        1991
        to Present
        
        2004
        to Present
        
        1991
        to Present
        
        
        
        2004
        to Present
        
        April
        2012 to Present
        
        2010
        to 2012
        
        
        Nov
        2010 to
        July
        2011
        
        2007
        to 2008
|Jacob
                                         H. Kalpakian
        Vancouver,
        B.C. Canada | Vice
                                         President and Director | October
                                         18, 1968 | Vice
                                         President of Registrant;
        
        President
        of LVFH
        CEO
        of LVFH
        
        CEO,
        CFO & Secretary of
        CapGain
        Properties Inc.
        
        President
        & CEO of Green Arrow Resources Inc.
        
        Director
        of Alchemist Mining Inc.
        
        President
        of Active Growth Capital Inc. and
        Director
        
        Vice
        President of Colt Resources Inc.                                           | 1991
                                         to Present
        
        1991
        to Present
        2004
        to Present
        
        2011
        to January 2013
        
        April
        2012 to Present
        
        2010
        to 2012
        
        
        Nov
        2010 to
        June
        2011
        July
        2011
        
        2007
        to 2008                                  
|Gregory
                                         T. McFarlane*
        Las
        Vegas, NV, USA  | Director                                                             | November
    13, 1968                                     | Director
                                         of the Registrant and LVFH;
        
        Principal
        of McFarlane Media, LLC (2005)                                                                                                                                                                                                                                                                                                                                                                                                                         | 1992
                                         to Present
        
        
        2005
        to Present                                                                                                                                                                                                                                                                                                                                    
|Fred
                                         A.C. Tejada*
        Surrey,
        B.C. Canada     | Director                                                             | August
    1, 1958                                        | Director
                                         of the Registrant
        
        
        President
        of Tirex Resources Inc.
        
        Vice
        President Operations and Exploration of Tirex Resources
        
        Vice
        President Exploration of Panoro Minerals Ltd.                                                                                                                                                                                                                                                               | December
                                         2009 to Present
        
        October
        2011 to Present
        
        June
        2011 to October 2011
        
        July
        2007 to June 2011                                                                                                                                                                                                                         
|Maria
                                         P. Arenas
        Surrey,
        B.C. Canada       | Corporate
    Secretary                                              | September
    29, 1969                                    | Corporate
                                         Secretary of the Registrant
        
        Corporate
        Secretary of LVFH
        
        Corporate
        Secretary of Green Arrow Resources Inc.                                                                                                                                                                                                                                                                                                                                                          | 2008
                                         to Present
        
        
        2008
        to Present
        
        2012
        to Present                                                                                                                                                                                                                                                                                           
|*Members of the company’s audit committee.                                                        





20




Jacob
H. Kalpakian is the nephew of Bedo H. Kalpakian. 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



Certain
directors, officers and employees of the Company were covered under a group medical and dental insurance plan until June 30, 2013.
Presently there exists no plan regarding directors' and officers' pension, retirement or other similar benefits. Furthermore,
there are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits.



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



Pursuant
to the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001
(Exhibit 10.4 - Incorporated by reference), as amended on August 18, 2003, July 31, 2005 (Exhibit 10.4.1 - Incorporated by reference)
and November 10, 2010 (Exhibit 10.4.2 - Incorporated by reference)(the “Management Services Agreement”), the
total amount for Management Fees was $6,000 during the year ended December 31, 2013 (2012: $41,500; 2011: $120,000). In February
2012, the Management Services Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable
to Kalpakian Bros. for the services provided to the Company was reduced from $10,000 plus HST per month to $5,000 plus HST per
month effective as of March 1, 2012. Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 - Incorporated
by reference) whereby the remuneration payable to Kalpakian Bros. was further reduced from $5,000 plus HST per month to $2,500
plus HST per month as of April 1, 2012.And, effective October 1, 2012, the Management Services
Agreement was further amended whereby the remuneration payable to Kalpakian Bros. has been reduced from $2,500 plus HST to $500
plus HST per month (Exhibit 10.4.5- Incorporated by reference).Effective as of July
1, 2014, the monthly remuneration payable to Kalpakian Bros. has been increased from $500 plus GST per month to $5,000 plus GST
per month (Exhibit 10.4.6 – Incorporated by reference). The principals of Kalpakian Bros. are Bedo H. Kalpakian
and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The Management Services Agreement is renewable
on an annual basis, and either party may terminate the Management Services Agreement at anytime by giving three months’
notice to the other party.



Pursuant
to indemnity agreements dated April 1, 1993, January 7, 2008 and December 18, 2009, between the Company and each of Bedo H. Kalpakian,
Jacob H. Kalpakian, Gregory T. McFarlane, Maria P. Arenas and Fred A.C. Tejada (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.



21




During
2014, 2013 and 2012, 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.



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. Bedo H. Kalpakian has served as a director since 1984; Jacob H. Kalpakian
has served as a director since 1991; Gregory T. McFarlane has served as a director since 1992 and Fred A.C. Tejada has served
as a director since December 2009.



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



Pursuant
to the Management Services Agreement with Kalpakian Bros. of B.C. (“Kalpakian Bros.”) Ltd. dated November 1, 2001
(Exhibit 10.4 - Incorporated by reference), as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1
and 10.4.2 - Incorporated by reference) (the “Management Services Agreement”), the total amount for Management Fees
was $6,000 during the year ended December 31, 2013 (2012: $41,500; 2011: $120,000). In February 2012, the Management Services
Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the
services provided to the Company was reduced from $10,000 plus HST per month to $5,000 plus HST per month as of March 1, 2012.
Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 – Incorporated by reference) whereby
the remuneration payable to Kalpakian Bros. was further reduced from $5,000 plus HST per month to $2,500 plus HST per month as
of April 1, 2012. On October 1, 2012, the Management Services Agreement was further amended whereby the remuneration payable to
Kalpakian Bros. has been reduced from $2,500 plus HST to $500 plus HST per month (Exhibit 10.4.5 - Incorporated by reference).
Effective as of July 1, 2014, the monthly remuneration payable to Kalpakian Bros. has been increased from $500 plus GST per month
to $5,000 plus GST per month (Exhibit 10.4.6 – Incorporated by reference).The principals
of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The Management
Services Agreement is renewable on an annual basis, and either party may terminate the Management Services Agreement at any time
by giving three months’ notice to the other party.



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; Bedo H. Kalpakian, Gregory T. McFarlane and Fred A.C. Tejada. 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 item 16.B).



22




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 Shareholder’s meeting which was held on September 18, 2014. The Company’s 2014 Annual
Information Circular (see Exhibit 14* – Attached hereto) 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 employs 2 individuals in Management.



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.



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, 2014are as follows:



|Name
                                         of Director/Officer and
        Municipality           | Number
                                         of
        Issued
        Shares                                                                                                                                                                                                                | Percentage
    of the total Issued Share Capital*
|---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------
|Bedo
                                         H. Kalpakian
        Richmond,
        BC, Canada      | 153,931
                                         (directly)
        14,164
        (indirectly)(1)                                                                                                                                                                                              | 15.74%                                           
|Jacob
                                         H. Kalpakian
        Vancouver,
        BC, Canada    | 41,544
                                         (directly)
                                                                                                                                                                     46,044
                                         (indirectly)(2) | 8.20%                                            
|Gregory
                                         T. McFarlane
        Las
        Vegas, Nevada, USA | 126
                                         direct                                                                                                                                                                                                                                             | 0.01%                                            
|Fred
                                         A.C. Tejada
        Surrey,
        BC, Canada         | 0                                                                                                                                                                                                                                                                                               | 0.00%                                            
|Maria
                                         P. Arenas
        Surrey,
        BC, Canada          | 572
                                         direct                                                                                                                                                                                                                                             | 0.05%                                            

Notes:*	Based
on1,067,724 issued and outstanding common shares as of December 31, 2014.

| | (1) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         BHK Management Inc. and 1,700 are held by a family member.    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         30 Rock Management Inc. and 33,580 are held by family members.
| | (3) | Kalpakian
                                         Bros. of B.C. Ltd. is a private company controlled by and in which Bedo H. Kalpakian
                                         and Jacob H. Kalpakian are the principal shareholders.   
| | (4) | BHK
                                         Management Inc. is a private company controlled by Bedo H. Kalpakian.                                                                                                                        
| | (5) | 30
                                         Rock Management Inc. is a private company controlled by Jacob H. Kalpakian.                                                                                                                   



23






The
number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December
31, 2013are as follows:





|Name
                                         of Director/Officer and
        Municipality           | Number
                                         of
        Issued
        Shares                                                                                                                                                                                                                 | Percentage
    of the total Issued Share Capital*
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------
|Bedo
                                         H. Kalpakian
        Richmond,
        BC, Canada      | 71,431
                                         (directly)
        14,164
        (indirectly)(1)                                                                                                                                                                                                | 8.02%                                            
|Jacob
                                         H. Kalpakian
        Vancouver,
        BC, Canada    | 46,877
                                         (directly)
                                                                                                                                                                     141,128
                                         (indirectly)(2) | 17.61%                                           
|Gregory
                                         T. McFarlane
        Las
        Vegas, Nevada, USA | 126
                                         direct                                                                                                                                                                                                                                              | 0.01%                                            
|Fred
                                         A.C. Tejada
        Surrey,
        BC, Canada         | 0                                                                                                                                                                                                                                                                                                | 0.00%                                            
|Maria
                                         P. Arenas
        Surrey,
        BC, Canada          | 572
                                         direct                                                                                                                                                                                                                                              | 0.05%                                            



Notes:*	Based
on1,067,725 issued and outstanding common shares as of December 31, 2013.



| | (1) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         BHK Management Inc. and 1,700 are held by a family member.     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         30 Rock Management Inc. and 128,663 are held by family members.
| | (3) | Kalpakian
                                         Bros. of B.C. Ltd. is a private company controlled by and in which Bedo H. Kalpakian
                                         and Jacob H. Kalpakian are the principal shareholders.    
| | (4) | BHK
                                         Management Inc. is a private company controlled by Bedo H. Kalpakian.                                                                                                                         
| | (5) | 30
                                         Rock Management Inc. is a private company 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, 2012are as follows:



|Name
                                         of Director/Officer and
        Municipality           | Number
                                         of
        Issued
        Shares                                                                                                                                                                                                                 | Percentage
    of the total Issued Share Capital*
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------
|Bedo
                                         H. Kalpakian
        Richmond,
        BC, Canada      | 71,431
                                         (directly)
        14,164
        (indirectly)(1)                                                                                                                                                                                                | 10.28%                                           
|Jacob
                                         H. Kalpakian
        Vancouver,
        BC, Canada    | 46,877
                                         (directly)
                                                                                                                                                                     141,128
                                         (indirectly)(2) | 10.95%                                           
|Gregory
                                         T. McFarlane
        Las
        Vegas, Nevada, USA | 126
                                         direct                                                                                                                                                                                                                                              | 0.07%                                            
|Fred
                                         A.C. Tejada
        Surrey,
        BC, Canada         | 0                                                                                                                                                                                                                                                                                                | 0.00%                                            
|Maria
                                         P. Arenas
        Surrey,
        BC, Canada          | 572
                                         direct                                                                                                                                                                                                                                              | 0.31%                                            





Notes:*	Based
on 184,168 issued and outstanding common shares as of December 31, 2012.



| | (1) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         BHK Management Inc. and 1,700 are held by a family member.   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Of
                                         these common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by
                                         30 Rock Management Inc. and 2,489 are held by family members.
| | (3) | Kalpakian
                                         Bros. of B.C. Ltd. is a private company controlled by and in which Bedo H. Kalpakian
                                         and Jacob H. Kalpakian are the principal shareholders.  
| | (4) | BHK
                                         Management Inc. is a private company controlled by Bedo H. Kalpakian.                                                                                                                       
| | (5) | 30
                                         Rock Management Inc. is a private company 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.



24




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 re-approved the
2004 Stock Option Plan at the Company’s last Annual General Meeting which took place on September 18, 2014 (see Exhibit
14* – Attached hereto).



The
Company’s 2004 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
2013, the Company granted to two consultants a total number of 33,334 stock options exercisable at $1.20 per share of which 21,667
stock options expire on March 18, 2016 and 11,667 stock options expire on May 15, 2016.



During
2014, 2013 and 2012 there were no stock options granted to Directors, Officers and, Employees.

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 neither directly nor indirectly owned nor controlled by any other corporation or
any foreign government. All shares in the following tables have been re-stated to give retroactive effect to the Company’s
6:1 share consolidation on July 7, 2014.



As
atDecember 31, 2014, 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,
                                         Richmond, BC and
        Jacob
        H. Kalpakian
        Vancouver,
        BC | 246,219
        (1)                                                               | 23.06
        %                                                                                       





| | (1) | Of
                                         these shares, 153,931 common shares are held by Bedo H. Kalpakian directly, 41,544 common
                                         shares are held by Jacob H. Kalpakian directly, 15,464 common shares are held by private
                                         companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian
                                         are the principal shareholders and 35,280 common shares are held by family members of
                                         Bedo H. Kalpakian and Jacob H. Kalpakian.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | *   | Based
                                         on 1,067,724 issued and outstanding common shares as of December 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





As
atDecember 31, 2013, 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,
                                         Richmond, BC and
        Jacob
        H. Kalpakian
        Vancouver,
        BC | 264,135
        (1)                                                               | 24.74
        %                                                                                       





| | (1) | Of
                                         these shares, 71,431 common shares are held by Bedo H. Kalpakian directly, 46,877 common
                                         shares are held by Jacob H. Kalpakian directly, 15,464 common shares are held by private
                                         companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian
                                         are the principal shareholders and 130,363 common shares are held by family members of
                                         Bedo H. Kalpakian and Jacob H. Kalpakian.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | *   | Based
                                         on 1,067,725 issued and outstanding common shares as of December 31, 2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



25






As
atDecember 31, 2012, 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,
                                         Richmond, BC and
        Jacob
        H. Kalpakian
        Vancouver,
        BC | 29,627
        (1)                                                                | 16.09
        %                                                                                       





| | (1) | Of
                                         these shares, 4,764 common shares are held by Bedo H. Kalpakian directly, 5,210 common
                                         shares are held by Jacob H. Kalpakian directly, 15,464 common shares are held by private
                                         companies which are controlled by and in which Bedo H. Kalpakian and Jacob H. Kalpakian
                                         are the principal shareholders and 4,189 common shares are held by family members of
                                         Bedo H. Kalpakian and Jacob H. Kalpakian.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | *   | Based
                                         on 184,168 issued and outstanding common shares as of December 31, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               







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, 2014, the Company had 1,067,724 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 4,601 outstanding common shares
and 6 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 another corporation or
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 Las Vegas From Home.com Entertainment Inc. (“Las Vegas”) and
Green Arrow Resources Inc. (“Green Arrow”), companies related by common key management personnel. In addition, the
Company previously shared office with CapGain Properties Ltd. (“CapGain”) from September 2011 until January 2013.



The
Company together with Las Vegas and Green Arrow have entered into a sub-lease agreement with an arm’s length party for office
space which expires on July 30, 2014. Under the sub-lease agreement, the three companies are required to pay a base rent of $5,687
plus property and operating expenses for the leased premised. From May 1, 2013 until July 30, 2014, the Company was charged by
Green Arrow the amount of $2,089 per month for basic rent, operating costs, and applicable taxes.



The
Company together with Las Vegas and Green Arrow have entered into an office lease agreement with an arm’s length party for
office space effective as of August 1, 2014 for a one year period. Under the office lease agreement, the three companies are required
to pay a monthly base rent of $7,769 plus property and operating expenses for the leased premises. A lease deposit of $10,000
has been made by Las Vegas. Effective as of August 1, 2014, the Company is being charged by Las Vegas the amount of $2,559 per
month for basic rent, operating costs, and applicable taxes.



26




The
amounts due to related parties are unsecured, payable on demand as at December 31, consist of the following:



|                                                            |  | 2014 |         | 2013
|----------------------------------------------------------- |  | ---- | ------- | ----
|                                                            |  |      |         |     
|Advances
    from directors (interest at prime plus 1%)     |  | $    | 122,698 |     
|Entities
    controlled by directors (non-interest-bearing) |  |      | 175,360 |     
|                                                            |  |      |         |     
|                                                            |  | $    | 298,058 |     



During
the years ended December 31, 2014, 2013 and 2012, the following amounts were charged by related parties.



|                                                               |  | 2014 |         | 2013 |  | 2012
|-------------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|                                                               |  |      |         |      |  |     
|Interest
    charged on amounts due to related parties         |  | $    | 4,716   |      |  | $   
|Rent charged by entities
    with common directors             |  |      | 26,117  |      |  |     
|Office
    expenses charged by an entity with common directors |  |      | 87,899  |      |  |     
|                                                               |  | $    | 118,732 |      |  | $   



The
Company has an agreement for office support services with Las Vegas. Under the agreement, the Company is entitled to receive office
support services from Las Vegas at a monthly rate of $7,000 plus applicable taxes. The agreement expires April 30, 2015.
The agreement can be terminated by either party upon giving three months’ written notice.



The
remuneration of directors and key management personnel during the years ended December 31, 2014, 2013 and 2012 is as follows:



|                    |  | 2014 |        | 2013 |  | 2012
|------------------- |  | ---- | ------ | ---- |  | ----
|                    |  |      |        |      |  |     
|Management
    fees |  | $    | 33,000 |      |  | $   





Las
Vegas is related to the Company by virtue of the fact that Las Vegas’s CEO and President, namely Jacob H. Kalpakian, is
the Vice-President of the Company, and the Chairman and CFO of Las Vegas namely Bedo H. Kalpakian, is the CEO, CFO and President
of the Company. Furthermore, Gregory T. McFarlane is a director of both the Company and Las Vegas.



Green
Arrow is related to the Company by virtue of the fact that Green Arrow’s CEO and President, namely Jacob H. Kalpakian, is
the Vice President of the Company, and a director of Green Arrow namely Bedo H. Kalpakian, is the CEO, CFO and President of the
Company. Furthermore, Fred A.C. Tejada is a director of both the Company and Green Arrow.



CapGain
was related to the Company by virtue of the fact that CapGain’s former CEO, CFO & Secretary, namely Jacob H. Kalpakian,
is the Vice President of the Company.



27




Active
Growth Capital Inc. (“Active Growth”) was related to the Company by virtue of the fact that the Company’s President,
CEO and CFO namely Bedo H. Kalpakian, was a director of Active Growth from November 2010 up to July 2011, and the Company’s
Vice-President namely Jacob H. Kalpakian was the President and CEO of Active growth from November 2010 up to June 2011 and a director
until July 2011. For the year ended December 31, 2013, Active Growth was charged by the Company for its share of certain expenses
paid by the Company on behalf of Active Growth of $Nil (2012: $Nil; 2011: $3,506).



Pursuant
to the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001
(Exhibit 10.4 - Incorporated by reference), as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1
and 10.4.2 - Incorporated by reference) (the “Management Services Agreement”), the total amount for Management Fees
was $6,000 during the year ended December 31, 2013 (2012 - $41,500; 2011 - $120,000). In February 2012, the Management Services
Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the
services provided to the Company has been reduced from $10,000 plus HST per month to $5,000 plus HST per month effective as of
March 1, 2012. Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 - Incorporated by reference)
whereby the remuneration payable to Kalpakian Bros. has been further reduced from $5,000 plus HST per month to $2,500 plus HST
per month as of April 1, 2012.On October 1, 2012, the Management Services Agreement was further
amended whereby the remuneration payable to Kalpakian Bros. has been reduced from $2,500 plus HST per month to $500 plus GST per
month (Exhibit 10.4.5 - Incorporated by reference).Effective as of July 1, 2014, the
monthly remuneration payable to Kalpakian Bros. has been increased from $500 plus GST per month to $5,000 plus GST per month (Exhibit
10.4.6 – Incorporated by reference).The principals of Kalpakian Bros. are Bedo H. Kalpakian
and Jacob H. Kalpakian, both of whom are directors and officers of the Company. The Management Services Agreement is renewable
on an annual basis, and either party may terminate the Management Services Agreement at any time by giving three months’
notice to the other party.



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.



On
September 8, 2006, the Company entered into an option agreement for the Extra High Property with Colt Resources Inc. (“Colt”);
this agreement was subsequently amended on October 31, 2006 and June 14, 2007. The terms of the agreement were completed in full
on June 26, 2007 (see Item 4.D – I.)



On
January 21, 2008, the Company entered into an option agreement for the Extra High Property with Colt (the “2008 Option Agreement”)
(see Item 4.D – I). During 2008, pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by
making a cash payment of $250,000 however Colt did not exercise the second tranche of the option.



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



In
connection with the non-brokered private placement which closed on January 7, 2013 and January 28, 2013 (see Liquidity and Capital
Resources of this Annual Report), a total of 125,833 Units in the capital of the Company were subscribed for by family members
of two directors of the Company and a total of 108,333 Units were subscribed for by two directors of the Company.



28




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



| | - | Las
                                         Vegas From Home.com Entertainment Inc. (“Las Vegas”), a public company listed
                                         on the TSX Venture Exchange, also quoted in the U.S.A. on the OTC Pink of the OTC Markets
                                         Group and on the Berlin & Frankfurt Stock Exchanges. Jacob H. Kalpakian, and Bedo
                                         H. Kalpakian are officers, directors and shareholders of Las Vegas and Gregory T. McFarlane
                                         is a director of Las Vegas;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Kalpakian
                                         Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of
                                         British Columbia, the principal shareholders of which are Jacob H. Kalpakian and Bedo
                                         H. Kalpakian, directors of the Company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | BHK
                                         Management Inc., a private company incorporated under the laws of the Province of British
                                         Columbia, the principal shareholder of which is Bedo H. Kalpakian, 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 listed on the TSX Venture Exchange
                                         in Canada and on the OTCPINK of the OTC Markets Inc. in the U.S.A. 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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Active
                                         Growth Capital Inc. (“Active Growth”) is a public company listed on the TSX
                                         Venture Exchange. Jacob H. Kalpakian was an officer of Active Growth from November 2010
                                         until June 2011 and a director until July 2011, and Bedo H. Kalpakian was a director
                                         of Active Growth from November 2010 until July 2011;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | CapGain
                                         Properties Inc. (“CapGain”) is a public company listed on the TSX Venture
                                         Exchange. Jacob H. Kalpakian was a director from January 2011 until January 2013;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | Alchemist
                                         Mining Inc. (“Alchemist”) is a public company listed on the TSX Venture Exchange.
                                         Both Jacob H. Kalpakian and Bedo H. Kalpakian were directors of Alchemist from October
                                         2010 until May 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | - | Green
                                         Arrow Resources Inc. (“Green Arrow”) is a public company listed on the TSX
                                         Venture Exchange. Both Jacob H. Kalpakian and Bedo H. Kalpakian are directors of Green
                                         Arrow since April 2012. Jacob H. Kalpakian is also the President and CEO of Green Arrow..
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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, 2014, are included in Item 17 of this report.



Item
8.A.7. Legal Proceedings



The
Company is presently not a party to any legal proceeding of any kind.



The
Company's corporate legal counsels are: Anfield Sujir Kennedy & Durno, Barristers and Solicitors, (Attn: Michael Kennedy),
located at #1600 - 609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3. The telefax number is (604) 669-3877.



Item
8.A.8. Dividends



The
Company has never paid dividends and does not intend to pay any dividends in the future.



Item
8. B. Significant Changes



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



29




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, on the OTCQB tier of the OTC Markets
is “HHHEF”. The Cusip number of the Company’s common shares is 88429G102.

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, now on the OTCQB
tier of the OTC Markets Group (“OTCQB”). 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".
During the period commencing from January, 2001, up to July 31, 2001, a total of 24,873 common shares of the Company traded on
the CDNX at prices ranging from a high of $6.00 to a low of $3.30.



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.



30




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 is 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 shares of 37 Capital trade on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s
common shares is 88429G102.



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



All
common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect
on July 7, 2014.



OTCQB
– OTC Markets Group

Trading
Range



|Five
    Most Recent Financial Years | U.S.$
    High                                                           | U.S.$
    Low | Volume
|------------------------------------ | ------------------------------------------------------------------------ | ------------- | ------
|                                     | 2010                                                                     |               |       
|                                     | 2011                                                                     |               |       
|                                     | 2012                                                                     |               |       
|                                     | 2013                                                                     |               |       
|                                     | 2014                                                                     |               |       
|                                     |                                                                          |               |       
|                                     | Two
                                         Most Recent Financial Years |               |       
|                                     |                                                                          |               |       
|                                     | Year
                                         2013                       |               |       
|                                     | Jan
                                         1 – Mar 31                  |               |       
|                                     | Apr
                                         1 – Jun 30                  |               |       
|                                     | Jul
                                         1 – Sept 30                 |               |       
|                                     | Oct
                                         1 – Dec 31                  |               |       
|                                     |                                                                          |               |       
|                                     | Year
                                         2014                       |               |       
|                                     | Jan
                                         1 – Mar 31                  |               |       
|                                     | Apr
                                         1 – Jun 30                  |               |       
|                                     | Jul
                                         1 – Sept 30                 |               |       
|                                     | Oct
                                         1 – Dec 31                  |               |       





31






CSE

Canadian
Stock Exchange

(formerly
Canadian National Stock Exchange)



Trading
Range



|                                     |                                                                          | Cdn
    $ High |  | Cdn
    $ Low |       | Volume
|------------------------------------ | ------------------------------------------------------------------------ | -------------- |  | ------------- | ----- | ------
|Five
    Most Recent Financial Years |                                                                          |                |  |               |       |       
|                                     | 2010                                                                     |                |  |               | 18.00 |       
|                                     | 2011                                                                     |                |  |               | 18.00 |       
|                                     | 2012                                                                     |                |  |               | 11.70 |       
|                                     | 2013                                                                     |                |  |               | 1.50  |       
|                                     | 2014                                                                     |                |  |               | 0.90  |       
|                                     |                                                                          |                |  |               |       |       
|                                     | Two
                                         Most Recent Financial Years |                |  |               |       |       
|                                     |                                                                          |                |  |               |       |       
|                                     | Year
                                         2013                       |                |  |               |       |       
|                                     | Jan
                                         1 – Mar 31                  |                |  |               | 1.50  |       
|                                     | Apr
                                         1 – Jun 30                  |                |  |               | 1.50  |       
|                                     | Jul
                                         1 – Sep 30                  |                |  |               | 1.35  |       
|                                     | Oct
                                         1 – Dec 31                  |                |  |               | n/a   |       
|                                     |                                                                          |                |  |               |       |       
|                                     |                                                                          |                |  |               |       |       
|                                     | Year
                                         2014                       |                |  |               |       |       
|                                     | Jan
                                         1 – Mar 31                  |                |  |               | 0.75  |       
|                                     | Apr
                                         1 – Jun 30                  |                |  |               | 0.90  |       
|                                     | Jul
                                         1 – Sep 30                  |                |  |               | n/a   |       
|                                     | Oct
                                         1 – Dec 31                  |                |  |               | n/a   |       



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.



32




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 is 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, on the OTCQB tier of the OTC Markets
is “HHHEF”. The Cusip number of the Company’s common shares is 88429G102.



ITEM
10. ADDITIONAL INFORMATION



Item
10. A. Share Capital



Effective
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
1,067,724 common shares are issued and outstanding as of December 31, 2014. 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 Outstandingas at April 29, 2015                                                                     | 1,067,724                                                             | Nil                                                                              | N/A                                                                                             | N/A                                                                                                                                                                                                                                 
|Warrants
                                         as atApril 29, 2015                                                  | 125,834
        108,334
        16,667
        16,667
        267,502 | Nil                                                                              | Cdn
        $1.50
        Cdn
        $1.50
        Cdn
        $1.50
        Cdn
        $1.50 | Jan
        7, 2016
        Jan
        28, 2016
        March
        4, 2016
        May
        1, 2016                                                                                                                          
|Agent’s
                                         Warrants as atApril 29,
                                         2015 | 3,333                                                                 | Nil                                                                              | Cdn
                                         $1.50                                              | July
                                         23, 2018                                                                                                                                                                              
|Stock
        Options as atApril 29, 2015                                                                              | 21,667
        11,667
        33,334                                  | Nil                                                                              | Cdn.
        $1.20
        Cdn
        $1.20                                                    | Mar
                                         18, 2016
                                                                                                                         May
                                         15, 2016
|Fully
        Diluted as atApril 29, 2015                                                                              | 1,371,893                                                             | Nil                                                                              |                                                                                                 |                                                                                                                                                                                                                                     



33




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,
2014, 2013 and 2012:



|                               | Number
    of Warrants | Weighted
    Average Exercise Price
|------------------------------ | ---------------------- | -----------------------------------
|                               |                        |                                    
|Balance,
    December 31, 2012 | 35,371                 | $
    10.56                        
|Issued                         | 270,835                | $   1.50                           
|Expired                        | (12,223)               | $   1.50                           
|                               |                        |                                    
|Balance,
    December 31, 2013 | 293,983                | $   2.09                           
|Expired                        | (23,148)               | $   9.00                           
|Balance,
    December 31, 2014 | 270,835                | $   1.50                           





At
December 31, 2014 and 2013, the following warrants were outstanding:



|                      | Exercise | Number
    of Warrants
|--------------------- | -------- | ----------------------
|Expiry
    Date       | Price    | 2014                  
|                      |          |                       
|December
    2, 2014  | $        | 9.00                  
|December
    22, 2014 | $        | 9.00                  
|January
    7, 2016   | $        | 1.50                  
|January
    28, 2016  | $        | 1.50                  
|March
    4, 2016     | $        | 1.50                  
|May
    1, 2016       | $        | 1.50                  
|July
    23, 2018     | $        | 1.50                  
|                      |          |                       
|                      |          |                       



Item
10.A.5. Stock Options



The
Board of Directors of the Company resolved to adopt on April 12, 2004, the 2004 Stock Option Plan (Exhibit 10.7 - Incorporated
by reference) which provides for the granting of incentive stock options to directors, officers, employees and consultants of
the Company entitling them to purchase up to 20% of the issued and outstanding common shares of the Company as of the day of granting.
Shareholders subsequently approved the 2004 Stock Option Plan at the Company’s Annual General Meeting which was held on
April 30, 2004. The 2004 Stock Option Plan replaces the Company’s 2002 and 2003 Stock Option Plans (See Exhibit 10.1 –
Incorporated by reference). The 2004 Stock Option Plan was re-approved by the Shareholders at the Company’s Annual General
Meeting held on September 18, 2013.



The
material terms of the 2004 Stock Option Plan are outlined in the Company’s Information Circular included with the 2014 Notice
of Annual General Meeting (see Exhibit 14* – Attached hereto).



34




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 10.7 – Incorporated by reference).



The
following summarizes the stock options that have been granted, exercised, cancelled and expired during the years ended December
31, 2014, 2013 and 2012:



| |                                                                               | Number
    of Options |   | Weighted
    Average Exercise Price
| | ----------------------------------------------------------------------------- | --------------------- | - | -----------------------------------
| |                                                                               |                       |   |                                    
| | Balance,
    December 31, 2012                                                |                       | - |                                    
| | Granted                                                                       |                       |   |                                    
| |                                                                               |                       |   |                                    
| | Balance,
                                         December 31, 2013 and  2014 |                       |   |                                    



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.



CAPITAL
STOCK



Authorized:Unlimited number of Common and Preferred shares without par value, of which there are no preferred shares issued.



All
common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect
on July 7, 2014.





35


|                                                                                           | Capital
    Stock |                   |   |            | Reserves |                                                      |   |          |   |         |  
|------------------------------------------------------------------------------------------ | ----------------- | ----------------- | - | ---------- | -------- | ---------------------------------------------------- | - | -------- | - | ------- | -
|                                                                                           |                   | Common
    Shares |   | Amount     |          | Equity
    Portion of Convertible Debentures Reserve |   | Warrants |   | Options |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2011                                                             |                   | 184,170           | $ | 24,117,881 | $        | -                                                    | $ | 10,834   | $ | -       | $
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Adjustment
    of common shares due to fractional rounding pursuant to share consolidation |                   | (2)               |   | -          |          | -                                                    |   | -        |   | -       |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2012                                                             |                   | 184,168           |   | 24,117,881 |          | -                                                    |   | 10,834   |   | -       |  
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Private
    placement, net of share issuance costs                                         |                   | 270,833           |   | 240,750    |          | -                                                    |   | -        |   | -       |  
|Convertible
    debentures                                                                 |                   | -                 |   | -          |          | 58,364                                               |   | -        |   | -       |  
|Shares
    issued on conversion of debentures                                              |                   | 610,724           |   | 910,770    |          | (52,652)                                             |   | -        |   | -       |  
|Shares
    issued for debenture commissions                                                |                   | 2,000             |   | 3,000      |          | -                                                    |   | -        |   | -       |  
|Warrants
    issued for debenture commissions                                              |                   | -                 |   | -          |          | -                                                    |   | 5,115    |   | -       |  
|Expiry
    of warrants                                                                     |                   | -                 |   | -          |          | -                                                    |   | (10,000) |   | -       |  
|Share-based
    payment                                                                    |                   | -                 |   | -          |          | -                                                    |   | -        |   | 31,236  |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2013                                                             |                   | 1,067,725         |   | 25,272,401 |          | 5,712                                                |   | 5,949    |   | 31,236  |  
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Fair
    value loss on investment                                                          |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Transfer
    on impairment of investment                                                   |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Adjustment
    of common shares due to fractional rounding pursuant to share consolidation |                   | (1)               |   | -          |          | -                                                    |   | -        |   | -       |  
|Expiry
    of warrants                                                                     |                   | -                 |   | -          |          | -                                                    |   | (834)    |   | -       |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2014                                                             |                   | 1,067,724         | $ | 25,272,401 | $        | 5,712                                                | $ | 5,115    | $ | 31,236  | $



36




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* – attached hereto).



Item
10. C. Material Contracts



On
March 26, 2004, the Company entered into an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s
length party (the “Arm’s Length Party”) in respect to certain mineral claims, which are situated in the Kamloops
Mining Division in British Columbia (the “Extra High Property”). Pursuant to the terms of the Option Agreement as
amended on March 8, 2005, the Company obtained the right to acquire a 100% undivided interest in the Extra High Property, subject
to a 1.5% net smelter returns royalty (the “Arm’s Length Royalty”), by making staged cash payments totalling
$150,000 and incurring exploration expenditures on the Extra High Property totalling $500,000 over a period of three years. Upon
the Company earning a 100% undivided interest in the Extra High Property, the Company obtained the right to purchase at any time
50% of the Arm’s Length Royalty by paying to the Arm’s Length Party the sum of $500,000 leaving the Arm’s Length
Party with a 0.75% NSR royalty.



On
September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources
Inc. (“Colt”) whereby Colt obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length
Royalty, in the Extra High Property by incurring exploration expenditures of $240,000 on the Extra High Property by no later than
February 28, 2007 and by making cash payments to the Company totaling $133,770 by no later than March 26, 2007.
On September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated
by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to
make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra
High Property. On October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated
by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra
High Property and to make the cash payments to the Company. Upon Colt earning its 50% undivided interest in the Extra High Property,
the Company and Colt would thereafter equally contribute to all future exploration costs. If any party would fail to contribute
its share of future exploration costs, then its respective interest would be diluted on a straight-line basis. If any party’s
interest would be diluted to less than a 10% interest, then that party’s interest in the Extra High Property would be converted
into a 0.5% NSR royalty. On April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit
10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was released of the requirement
to incur the remaining exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s
Length Party.



On
June 14, 2007, the Company amended its Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest
in the Extra High Property by making cash payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending
Agreement released Colt of the requirement to incur $240,000 in exploration expenditures on the Extra High Property. On June 26,
2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra
High Property subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest
in the Extra High Property, thus reducing the Company’s interest to 66%.



37




On
January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) (see Exhibit 10.11.3
- Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches,
the Company’s 66% undivided interest in the Extra High Property. Pursuant to the 2008 Option Agreement, Colt exercised the
first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided
interest in the Extra High Property. Colt did not exercise the second tranche of the option. As a result of exercising the first
tranche of the option, Colt now holds a 67% undivided interest in the Extra High Property and has become the operator of the Extra
High Property, and the Company now holds a 33% undivided interest in the Extra High Property.



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.



Pursuant
to the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) dated November 1, 2001
(Exhibit 10.4 - Incorporated by reference), as amended on August 18, 2003, July 31, 2005 and November 1, 2010 (Exhibits 10.4.1
and 10.4.2 - Incorporated by reference) (the “Management Services Agreement”), the total amount for Management Fees
was $6,000 during the year ended December 31, 2013 (2012 - $41,500; 2011 - $120,000). In February 2012, the Management Services
Agreement was amended (Exhibit 10.4.3 - Incorporated by reference) whereby the remuneration payable to Kalpakian Bros. for the
services provided to the Company was reduced from $10,000 plus HST per month to $5,000 plus HST per month as of March 1, 2012.
Subsequently, the Management Services Agreement was further amended (Exhibit 10.4.4 - Incorporated by reference) whereby the remuneration
payable to Kalpakian Bros. was further reduced from $5,000 plus HST per month to $2,500 plus HST per month as of April 1, 2012.
On October 1, 2012, the Management Services Agreement was further amended whereby the remuneration payable to Kalpakian Bros.
was reduced from $2,500 plus HST to $500 plus GST per month (Exhibit 10.4.5 – Incorporated by reference). Effective July
1, 2014, the Management Services Agreement was amended whereby the remuneration payable to Kalpakian Bros. of BC has been increased
from $500 plus GST to $5,000 plus GST per month (Exhibit 10.4.6 - Incorporated by reference).



The
principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both of whom are directors and officers of the Company.
The Management Services Agreement is renewable on an annual basis, and either party may terminate the Management Services Agreement
at any time by giving three months’ notice to the other party.



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.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



38




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 Revenue Canada 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.



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 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.



39




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.



Revenue
Canada 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.



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 High 5.



Since
37 Capital has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in High
5, 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.



40




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.



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.



41




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 High 5 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.



Not
Applicable.



Item
10. G. Statement by Experts



Not
Applicable.



Item
10. H. Documents on Display.



We
have filed this 2014 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.



42




Item
10. I Subsidiary Information



Not
Applicable.



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, convertible debentures and due to related parties approximate their
carrying values due to the short-term maturity of these instruments.



| |  | Fair
                                         value hierarcy                                                                                                                                                                                                                                                                                                                                
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                             
| |  | IFRS
                                         7 Financial Instruments: Disclosuresrequires classification of fair value measurements
                                         using a fair value hierarchy that reflects the significance of inputs used in making
                                         the measurements. The levels of the fair value hierarchy are defined as follows:
| |  |                                                                                                                                                                                                                                                                                                                                                                                             
| |  | Level
                                         1: Quoted prices (unadjusted) in active markets for identical assets or liabilities                                                                                                                                                                                                                                                          

| |  | Level
                                         2: Inputs other than quoted prices included within Level 1 that are observable for the
                                         asset or liability, either directly or indirectly
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Level
                                         3: Inputs for assets or liabilities that are not based on observable market data.
| |  | --------------------------------------------------------------------------------------------------------------------------------



The
Company’s convertible debentures and investments are considered level 2 and level 3, respectively, of the fair value hierarchy.





| | (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 meets 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.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



43




| |  | At
                                         December 31, 2014, the Company had cash of $426 (2013 - $2,923) available to apply against
                                         short-term business requirements and current liabilities of $529,764 (2013 - $333,169).
                                         All of the current liabilities, except for convertible debentures, are due within 90
                                         days of December 31, 2014. Amounts due to related parties are due on demand.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | As
                                         of the date of this Annual Report, the following convertible debentures have matured
                                         and are payable on demand:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | A
                                         convertible debenture with a face value of $50,000 has matured on October 12, 2014 and
                                         is payable on demand together with accrued interest; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | A
                                         convertible debenture with a face value of $50,000 has matured on January 23, 2015 and
                                         is payable on demand together with accrued interest.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (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, 2014, the Company is not exposed to significant interest rate
risk, currency risk or other price risk on its financial assets and liabilities due to the short term maturity of its financial
liabilities and fixed interest rate on the convertible debentures.



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 $100,000 plus
accrued interest which have matured and are payable on demand (see Exhibit 10.14 – Incorporated by reference).



Furthermore,
on January 6, 2015 the Company closed a convertible debenture financing with two directors
of the Company for a total amount of $250,000. The convertible debentures have a maturity date of 12 months from the date of closing,
and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common
shares of the Company at the Company’s option at a conversion price of $0.30 per share (see Exhibit 10.15* - Attached
hereto).



ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



Except
for outstanding accounts payable, accrued liabilities and the two convertible debentures totalling the principal amount of $100,000
plus accrued interest which have matured and are payable on demand, the Company is not in default in the payment of principal,
interest, sinking fund instalment or any other default with respect to any 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.



44




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 such evaluation, he has concluded that as of such date, our disclosure controls
                                         and procedures are effective and designed to ensure that information required to be disclosed
                                         by us in reports that we file or submit under the Exchange Act is recorded, processed,
                                         summarized and reported within the time periods specified in applicable SEC 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, 2014. In making this assessment, they used
                                         the criteria established in the 2013 Internal Control-Integrated Framework issued by
                                         the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on
                                         this assessment, our Chief Executive Officer and Chief Financial Officer have concluded
                                         that, as of December 31, 2014, our internal control over financial reporting is effective
                                         based on those criteria. Notwithstanding the foregoing, 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | 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 in our internal controls or in other factors
                                         that could affect these controls subsequent to the date of evaluation by our Chief Executive
                                         Officer and Chief Financial Officer.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



[Exhibit
31.1* – Attached herewith]

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



16.A.
Audit Committee Financial Expert



The
financial experience of Bedo H. Kalpakian, including his experience currently serving as Chief Financial Officer of one other
public company and of the registrant, and his experience in actively supervising accountants, controllers and auditors 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.)



45




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)



The Code
of Ethics can be accessed electronically at http://www.high5ventures.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 (2014: $23,500) (2013: $23,500) and (2012: $27,000)
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Audit
                                         – Related Fees were (2014: $Nil) (2013: $Nil) and (2012: $3,000) which are included
                                         in the amounts disclosed in item (a) above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Tax
                                         Fees: Tax fees were (2014:$2,000) (2013: $2,000) and (2012: $2,000) which are included
                                         in the amounts disclosed in item (a) above.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | All
                                         other Fees were (2014: $Nil) (2013: $1,500) and (2012: $Nil) which are included in the
                                         amounts disclosed in item (a) above.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Further
details with respect to the Audit Committee’s Charter is included in the Company’s Information Circular dated August
14, 2014 (see Exhibit 14 – Incorporated by reference).



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, 2014 and 2013, together with the report of the auditors,
Smythe Ratcliffe LLP, Chartered Accountants, are filed as part of this Annual Report. The Company's financial statements are stated
in Canadian dollars (Cdn $).



46






|Index                                                                       | Page
|--------------------------------------------------------------------------- | ----
|                                                                            |     
|Report of Independent Registered Public Accounting Firm to the Stockholders | 50  
|                                                                            |     
|Financial Statements                                                        |     
|                                                                            |     
|Balance Sheets                                                              | 51  
|                                                                            |     
|Statements of Comprehensive Loss                                            | 52  
|                                                                            |     
|Statements of Changes in Stockholders’ Equity (Deficiency)                  | 53  
|                                                                            |     
|Statements of Cash Flows                                                    | 54  
|                                                                            |     
|Notes to Financial Statements                                               | 55  



47




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.

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)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000094523405000483/o17223exv3w2.htm                                                                                                                                                            
|        |                                                                                                                                                                                                                                              
|3.*     | Amendment to the Articles for the implementation of Advance
    Notice Provisions.                                                                                                                                                           
|        |                                                                                                                                                                                                                                              
|3.4     | Certificate of Name Change to Kokomo Enterprises Inc.                                                                                                                                                                                        
|        | SECAccessionNo.
        0001137171-09-000478                                                                                                                                                                                                 
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex0304.htm                                                                                                                                                                  
|        |                                                                                                                                                                                                                                              
|3.5     | Certificate of Name Change to High 5 Ventures Inc.                                                                                                                                                                                           
|        | SEC Accession No. 0001137171-13-000179                                                                                                                                                                                                       
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/cert.htm                                                                                                                                                                    
|        |                                                                                                                                                                                                                                              
|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)                                                                                                                                            
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717103000199/form20f2002bcl.htm                                                                                                                                                          
|        |                                                                                                                                                                                                                                              
|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) http://www.sec.gov/Archives/edgar/data/825171/999999999702037711/9999999997-02-037711.txt
|        |                                                                                                                                                                                                                                              
|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) http://www.sec.gov/Archives/edgar/data/825171/000113717106001515/ex1041.htm           
|        |                                                                                                                                                                                                                                              
|10.4.2  | Addendum to the Management Services Agreement dated November 1,
    2010.                                                                                                                                                                    
|        | SECAccessionNo.0001137171-11-000333                                                                                                                                                                                                          
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex1042.htm                                                                                                                                                                  
|        |                                                                                                                                                                                                                                              
|10.4.3  | Addendum to the Management Services Agreement dated February 16,
    2012.                                                                                                                                                                   
|        | SEC Accession No. 0001137171-12-000177                                                                                                                                                                                                       
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_43.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.4.4  | Addendum to the Management Services Agreement dated March 28, 2012.                                                                                                                                                                          
|        | SEC Accession No. 0001137171-12-000177                                                                                                                                                                                                       
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_44.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.4.5  | Addendum to the Management Services Agreement dated September 14,
    2012.                                                                                                                                                                  
|        | SEC Accession No. 0001137171-13-000179                                                                                                                                                                                                       
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/managmentagreement.htm                                                                                                                                                      
|        |                                                                                                                                                                                                                                              
|10.4.6  | Addendum to the Management Services Agreement dated July 17, 2014.                                                                                                                                                                           
|        | SEC Accession No. 0001607062-14-000048                                                                                                                                                                                                       
|        | http://www.sec.gov/Archives/edgar/data/825171/000160706214000048/hhh73114adden.htm                                                                                                                                                           
|        |                                                                                                                                                                                                                                              
|10.5    | Property Option Agreement – Previously filed on Form 20-F
    2003. (SEC Accession No. 0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/option.htm                                                     
|        |                                                                                                                                                                                                                                              
|10.5.1  | Amendment to the Property Option Agreement dated September 12,
    2006 –                                                                                                                                                                    
|        | (SEC Accession No.0001137171-07-000906)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005a.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.5.2  | Amendment to the Property Option Agreement dated April 17, 2007
    –                                                                                                                                                                        
|        | (SEC Accession No. 0001137171-07-000906)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005b.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.7    | 2004 Stock Option Plan - Previously filed on Form 20-F 2003. (SEC
    Accession No. 0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex93.htm                                                          
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement2.htm                                                                                                                                                         
|        |                                                                                                                                                                                                                                              
|10.9.1  | Debt Settlement Agreements dated July 12, 2007– (SEC
    AccessionNo. 0001137171-08-000659)                                                                                                                                                  
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex100901.htm                                                                                                                                                                
|        |                                                                                                                                                                                                                                              
|10.11   | Property Option Agreement with Colt Capital Corp. dated September
    8, 2006 –                                                                                                                                                              
|        | (SEC Accession No.0001137171-07-000906)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011.htm                                                                                                                                                                  
|        |                                                                                                                                                                                                                                              
|10.11.1 | First Amendment dated September 22, 2006 to the Property Option
    Agreement                                                                                                                                                                
|        | (SEC Accession No. 0001137171-07-000906)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011a.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.11.2 | Second Amendment dated October 31, 2006 to the Property Option
    Agreement                                                                                                                                                                 
|        | (SEC Accession No. 0001137171-07-000906)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011b.htm                                                                                                                                                                 
|        |                                                                                                                                                                                                                                              
|10.11.3 | Option Agreement with Colt Resources Inc. dated January 21, 2008
    –                                                                                                                                                                       
|        | (SEC AccessionNo. 0001137171-08-000659)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex101103.htm                                                                                                                                                                
|        |                                                                                                                                                                                                                                              
|10.12   | Property Purchase Agreement with James Bay Midarctic Developments
    Inc. dated July 31, 2008 –                                                                                                                                             
|        | (SEC AccessionNo.
        0001137171-09-000478)                                                                                                                                                                                              
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex1012.htm                                                                                                                                                                  
|        |                                                                                                                                                                                                                                              
|10.13   | Purchase and Sale Agreement wih Gran Odyssey Casino, S.A. De C.V.
    dated April 8, 2013.                                                                                                                                                   
|        | (SEC Accession No. 0001607062-14-000003)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_13.htm                                                                                                                                               
|        |                                                                                                                                                                                                                                              
|10.14   | 2013 Convertible Debenture Financing                                                                                                                                                                                                         
|        | (SEC Accession No. 0001607062-14-000003)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_14.htm                                                                                                                                               
|        |                                                                                                                                                                                                                                              
|10.15*  | Convertible Debenture Financing                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                              
|11.1*   | Statement explaining in reasonable detail how earnings/loss
    per share is calculated                                                                                                                                                      
|        |                                                                                                                                                                                                                                              
|14.1    | Code of Ethics - Previously filed on Form 20-F 2003                                                                                                                                                                                          
|        | (SEC Accession No.0001137171-04-000850)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex96.htm                                                                                                                                                                    
|        |                                                                                                                                                                                                                                              
|14.*    | Notice of Annual General Meeting 2014 and Management Proxy Materials.                                                                                                                                                                        
|        |                                                                                                                                                                                                                                              
|15.     | Notice of Annual General Meeting 2013 and Management Proxy Materials.                                                                                                                                                                        
|        | (SEC Accession No. 0001607062-14-000003)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex15.htm                                                                                                                                                  
|        |                                                                                                                                                                                                                                              
|16.     | Notice of Annual General Meeting 2012 and Management Proxy Materials.                                                                                                                                                                        
|        | (SEC Accession No. 0001137171-12-000249)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717112000249/infocircular.htm                                                                                                                                                            
|        |                                                                                                                                                                                                                                              
|17.     | Notice of Annual General Meeting 2011 and Management Proxy Materials.                                                                                                                                                                        
|        | (SEC AccessionNo. 0001137171-11-000333)
    http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex17.htm                                                                                                                        
|        |                                                                                                                                                                                                                                              
|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 AccessionNo. 0001137171-09-000424)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717109000424/ex992.htm                                                                                                                                                                   
|        |                                                                                                                                                                                                                                              
|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)                                                                                                                                                                                                     
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717108000573/ex992.htm                                                                                                                                                                   
|        |                                                                                                                                                                                                                                              
|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)                                                                                                                                                                                                      
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717107000842/0001137171-07-000842-index.htm                                                                                                                                              
|        |                                                                                                                                                                                                                                              
|20.4    | Notice of Special General Meeting, 2005 and Management Proxy Materials                                                                                                                                                                       
|        | (Incorporated by reference - previously filed on Form 6-K December
    3, 2004)                                                                                                                                                              
|        | http://www.sec.gov/Archives/edgar/data/825171/000113717104001556/ex2.htm                                                                                                                                                                     
|        |                                                                                                                                                                                                                                              
|31.1*   | Sarbanes Oxley Act Section 302, Certified by                                                                                                                                                                                                 
|        | Bedo H. Kalpakian, President, C.E.O. & C.F.O. (Attached)                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                              
|32.1*   | Sarbanes Oxley Act Section 906, Certified by                                                                                                                                                                                                 
|        | Bedo H. Kalpakian, C.E.O & 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 (Attached)                                                                                                                                                                                                                    









48






37
CAPITAL INC.

(formerly
High 5 Ventures Inc.)



Financial
Statements

December 31,
2014 and 2013

(Expressed
in Canadian Dollars)







|Index                                                                       | Page
|--------------------------------------------------------------------------- | ----
|                                                                            |     
|Report of Independent Registered Public Accounting Firm to the Stockholders | 50  
|                                                                            |     
|Financial Statements                                                        |     
|                                                                            |     
|Balance Sheets                                                              | 51  
|                                                                            |     
|Statements of Comprehensive Loss                                            | 52  
|                                                                            |     
|Statements of Changes in Stockholders’ Equity (Deficiency)                  | 53  
|                                                                            |     
|Statements of Cash Flows                                                    | 54  
|                                                                            |     
|Notes to Financial Statements                                               | 55  











49


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TO THE
STOCKHOLDERS OF 37 CAPITAL INC.

(Formerly
High 5 Ventures Inc.)



We
have audited the accompanying financial statements of 37 Capital Inc., which comprise the balance sheets as at December 31, 2014
and 2013, and the statements of comprehensive loss, changes in shareholders’ equity (deficiency) and cash flows for each
of the three years ended December 31, 2014, 2013 and 2012, and a summary of significant accounting policies and other explanatory
information.



Management's
Responsibility for the Financial Statements

Management
is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial
Reporting Standards, as issued by the International Accounting Standards Board, and for such internal control as management determines
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.



Auditors’
Responsibility

Our
responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance
with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.



An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.



We
believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit
opinion.



Opinion

In
our opinion, the financial statements present fairly, in all material respects, the financial position of 37 Capital Inc. as at
December 31, 2014 and 2013, and its financial performance and its cash flows for each of the three years ended December 31, 2014,
2013 and 2012 in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards
Board.



Emphasis
of Matter

Without
qualifying our opinion, we draw attention to note 2 in the financial statements, which describes matters and conditions that indicate
the existence of material uncertainties that cast substantial doubt about the Company’s ability to continue as a going concern.







Chartered
Accountants



Vancouver,
Canada

April 23,
2015

50




37 CAPITAL
INC.

(formerly
High 5 Ventures Inc.)

Balance
Sheets

December
31

(Expressed
in Canadian Dollars)



|                                                              |  | 2014 |             | 2013
|------------------------------------------------------------- |  | ---- | ----------- | ----
|                                                              |  |      |             |     
|Assets                                                        |  |      |             |     
|                                                              |  |      |             |     
|Current                                                       |  |      |             |     
|Cash                                                          |  | $    | 426         |     
|GST/HST
    receivable                                        |  |      | 3,102       |     
|                                                              |  |      |             |     
|                                                              |  |      | 3,528       |     
|Mineral
    Property Interests (note 6)                       |  |      | 1           |     
|Investment
    (note 7)                                       |  |      | 1           |     
|                                                              |  |      |             |     
|Total
    Assets                                              |  | $    | 3,530       |     
|                                                              |  |      |             |     
|Liabilities                                                   |  |      |             |     
|                                                              |  |      |             |     
|Current                                                       |  |      |             |     
|Accounts payable and
    accrued liabilities                  |  | $    | 108,581     |     
|Due to related parties
    (note 10)                          |  |      | 298,058     |     
|Convertible
    debentures (note 9)                           |  |      | 123,125     |     
|                                                              |  |      |             |     
|Total
    Liabilities                                         |  |      | 529,764     |     
|                                                              |  |      |             |     
|Stockholders’
    Equity (Deficiency)                         |  |      |             |     
|                                                              |  |      |             |     
|Capital
    Stock (note 8)                                    |  |      | 25,272,401  |     
|Equity
    Portion of Convertible Debentures Reserve (note 9) |  |      | 5,712       |     
|Reserves                                                      |  |      | 36,351      |     
|Deficit                                                       |  |      | (25,840,698 | )   
|                                                              |  |      |             |     
|Total
    Stockholders’ Equity (Deficiency)                   |  |      | (526,234    | )   
|                                                              |  |      |             |     
|Total
    Liabilities and Stockholders’ Equity (Deficiency)   |  | $    | 3,530       |     





On behalf
of the Board:



”Bedo
H. Kalpakian” (signed)

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

Bedo H. Kalpakian



“Gregory
T. McFarlane” (signed)

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

Gregory T.
McFarlane

51


37 CAPITAL
INC.

(formerly
High 5 Ventures Inc.)

Statements
of Comprehensive Loss

Years
Ended December 31

(Expressed
in Canadian Dollars)



|                                                                                                                                                 |  | 2014 |            | 2013 |  | 2012
|------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ---------- | ---- |  | ----
|                                                                                                                                                 |  |      |            |      |  |     
|Revenues                                                                                                                                         |  |      |            |      |  |     
|Royalty
    revenues (note 7)                                                                                                                    |  | $    | 4,157      |      |  | $   
|                                                                                                                                                 |  |      |            |      |  |     
|Expenses                                                                                                                                         |  |      |            |      |  |     
|Impairment
    of investment (note 7)                                                                                                            |  |      | 799,999    |      |  |     
|Office
    (note 10)                                                                                                                             |  |      | 99,521     |      |  |     
|Legal,
    accounting and audit                                                                                                                  |  |      | 44,255     |      |  |     
|Finance
    and interest (note 9)                                                                                                                |  |      | 33,415     |      |  |     
|Management
    fees (note 10)                                                                                                                    |  |      | 33,000     |      |  |     
|Rent
    (note 10)                                                                                                                               |  |      | 26,117     |      |  |     
|Regulatory
    and transfer fees                                                                                                                 |  |      | 9,227      |      |  |     
|Telephone,
    travel, meals and entertainment                                                                                                   |  |      | 4,885      |      |  |     
|Shareholder
    communication                                                                                                                    |  |      | 528        |      |  |     
|Consulting
    (note 8(d))                                                                                                                       |  |      | —          |      |  |     
|                                                                                                                                                 |  |      |            |      |  |     
|                                                                                                                                                 |  |      | 1,050,947  |      |  |     
|                                                                                                                                                 |  |      |            |      |  |     
|Net
    Loss for Year                                                                                                                            |  |      | (1,046,790 | )    |  |     
|                                                                                                                                                 |  |      |            |      |  |     
|Other
    Comprehensive Loss                                                                                                                     |  |      |            |      |  |     
|Items
                                         that may be reclassified subsequently to profit
                                         or loss: |  |      |            |     
|Fair
    value loss on investment (note 7)                                                                                                       |  |      | (799,999   | )    |  |     
|Transfer
    on impairment of investment                                                                                                         |  |      | 799,999    |      |  |     
|                                                                                                                                                 |  |      |            |      |  |     
|                                                                                                                                                 |  |      | —          |      |  |     
|                                                                                                                                                 |  |      |            |      |  |     
|Total
    Comprehensive Loss                                                                                                                     |  | $    | (1,046,790 | )    |  | $   
|                                                                                                                                                 |  |      |            |      |  |     
|Basic
    and Diluted Loss per Common Share                                                                                                      |  | $    | (0.98      | )    |  | $   
|                                                                                                                                                 |  |      |            |      |  |     
|Weighted
    Average Number of Common Shares Outstanding                                                                                         |  |      | 1,067,724  |      |  |     





52






37
CAPITAL INC.

(formerly
High 5 Ventures Inc.)

Statements
of Changes in Stockholders’ Equity (Deficiency)

Years
Ended December 31

(Expressed
in Canadian Dollars)



|                                                                                           | Capital
    Stock |                   |   |            | Reserves |                                                      |   |          |   |         |  
|------------------------------------------------------------------------------------------ | ----------------- | ----------------- | - | ---------- | -------- | ---------------------------------------------------- | - | -------- | - | ------- | -
|                                                                                           |                   | Common
    Shares |   | Amount     |          | Equity
    Portion of Convertible Debentures Reserve |   | Warrants |   | Options |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2011                                                             |                   | 184,170           | $ | 24,117,881 | $        | -                                                    | $ | 10,834   | $ | -       | $
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Adjustment
    of common shares due to fractional rounding pursuant to share consolidation |                   | (2)               |   | -          |          | -                                                    |   | -        |   | -       |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2012                                                             |                   | 184,168           |   | 24,117,881 |          | -                                                    |   | 10,834   |   | -       |  
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Private
    placement, net of share issuance costs                                         |                   | 270,833           |   | 240,750    |          | -                                                    |   | -        |   | -       |  
|Convertible
    debentures                                                                 |                   | -                 |   | -          |          | 58,364                                               |   | -        |   | -       |  
|Shares
    issued on conversion of debentures                                              |                   | 610,724           |   | 910,770    |          | (52,652)                                             |   | -        |   | -       |  
|Shares
    issued for debenture commissions                                                |                   | 2,000             |   | 3,000      |          | -                                                    |   | -        |   | -       |  
|Warrants
    issued for debenture commissions                                              |                   | -                 |   | -          |          | -                                                    |   | 5,115    |   | -       |  
|Expiry
    of warrants                                                                     |                   | -                 |   | -          |          | -                                                    |   | (10,000) |   | -       |  
|Share-based
    payment                                                                    |                   | -                 |   | -          |          | -                                                    |   | -        |   | 31,236  |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2013                                                             |                   | 1,067,725         |   | 25,272,401 |          | 5,712                                                |   | 5,949    |   | 31,236  |  
|Net
    loss for the year                                                                  |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Fair
    value loss on investment                                                          |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Transfer
    on impairment of investment                                                   |                   | -                 |   | -          |          | -                                                    |   | -        |   | -       |  
|Adjustment
    of common shares due to fractional rounding pursuant to share consolidation |                   | (1)               |   | -          |          | -                                                    |   | -        |   | -       |  
|Expiry
    of warrants                                                                     |                   | -                 |   | -          |          | -                                                    |   | (834)    |   | -       |  
|                                                                                           |                   |                   |   |            |          |                                                      |   |          |   |         |  
|Balance,
    December 31, 2014                                                             |                   | 1,067,724         | $ | 25,272,401 | $        | 5,712                                                | $ | 5,115    | $ | 31,236  | $





53


37
CAPITAL INC.

(formerly
High 5 Ventures Inc.)

Statements
of Cash Flows

Years
Ended December 31

(Expressed
in Canadian Dollars)



|                                                                           |  | 2014 |            | 2013 |  | 2012
|-------------------------------------------------------------------------- |  | ---- | ---------- | ---- |  | ----
|                                                                           |  |      |            |      |  |     
|Operating
    Activities                                                   |  |      |            |      |  |     
|Net
    loss                                                               |  | $    | (1,046,790 | )    |  | $   
|Items
    not involving cash                                               |  |      |            |      |  |     
|Finance
    expense                                                        |  |      | 6,297      |      |  |     
|Impairment of
    investment                                               |  |      | 799,999    |      |  |     
|Interest
    expense on convertible debentures                             |  |      | 21,390     |      |  |     
|Share-based
    payment (note 8(d))                                        |  |      | —          |      |  |     
|                                                                           |  |      |            |      |  |     
|                                                                           |  |      | (219,104   | )    |  |     
|Changes
    in non-cash working capital (note 11)                          |  |      | 196,485    |      |  |     
|                                                                           |  |      |            |      |  |     
|Cash
    Used in Operating Activities                                      |  |      | (22,619    | )    |  |     
|                                                                           |  |      |            |      |  |     
|Financing
    Activities                                                   |  |      |            |      |  |     
|Issue
    of common shares and warrants, net of share issuance costs       |  |      | —          |      |  |     
|Issue
    of convertible debentures, net of finders’ fees                  |  |      | —          |      |  |     
|                                                                           |  |      |            |      |  |     
|Cash
    Provided by Financing Activities                                  |  |      | —          |      |  |     
|                                                                           |  |      |            |      |  |     
|Investing
    Activities                                                   |  |      |            |      |  |     
|Purchase of
    investment                                                 |  |      | —          |      |  |     
|Advances
    to investment                                                 |  |      | —          |      |  |     
|Repayment
    of advances from investment                                  |  |      | 20,122     |      |  |     
|                                                                           |  |      |            |      |  |     
|Cash
    Provided by (Used in) Investing Activities                        |  |      | 20,122     |      |  |     
|                                                                           |  |      |            |      |  |     
|Net
    Increase (Decrease) in Cash                                        |  |      | (2,497     | )    |  |     
|Cash
    (Cheques Issued in Excess of Funds on Deposit), Beginning of Year |  |      | 2,923      |      |  |     
|                                                                           |  |      |            |      |  |     
|Cash
    (Cheques Issued in Excess of Funds on Deposit), End of Year       |  | $    | 426        |      |  | $   



Supplemental
information (note 11)



54


1.            
NATURE OF BUSINESS



37
Capital Inc. (formerly High 5 Ventures 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 properties.



On
July 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. and the Company
consolidated its capital stock on the basis of six (old) High 5 shares for one (new) 37 Capital share. The Cusip number of the
Company’s common shares is 88429G102. The shares of 37 Capital trade on the Canadian Securities Exchange under the symbol
“JJJ”, and in the USA, the shares of 37 Capital trade on the OTCQB tier of the OTC markets under the symbol “HHHEF”.
The Company’s office is located at 300 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its
registered office is located at 1600 – 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3.



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 operating losses
over the past three fiscal years (2014 - $1,046,790; 2013 - $324,031; 2012 - $163,147), has a deficit of $25,840,698 (2013
- $24,794,742; 2012 - $24,480,711) a working capital deficiency of $526,236 (2013 - $328,645), has limited resources, no sources
of operating cash flow and no assurances that sufficient funding will be available to continue operations for an extended period
of time. The Company is in the exploration stage, and accordingly, has not yet commenced revenue-producing operations.



The
application of the going concern concept is dependent upon the Company’s ability 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 that management’s plan will be successful.



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



3.            
BASIS OF PRESENTATION





| | (a) | Statement
                                         of compliance
| | --- | ----------------------------------------------------------------





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



55




3.	BASIS
OF PRESENTATION (Continued)





| | (b) | Basis
                                         of presentation
| | --- | --------------------------------------------------------------





These
financial statements have been prepared on a historical cost basis, except for financial instruments classified as available-for-sale
(“AFS”) and fair value through profit or loss (“FVTPL”), which are measured at fair value.



In
addition, these financial statements have been prepared using the accrual basis of accounting, 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
| | --- | -----------------------------------------------------------------------------



The
financial statements of 37 Capital for the year ended December 31, 2014 were approved and authorized for issue by the Board
of Directors on April 23, 2015.



| | (d) | Use
                                         of estimates
| | --- | ---------------------------------------------------------



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:



| | • | The
                                         determination of when an investment is impaired requires significant judgment. In making
                                         this judgment, the Company evaluates, amongst other things, the duration and extent to
                                         which the fair value of the investment is less than its original cost at each reporting
                                         period.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | • | The
                                         recoverability of investment;
| | - | --------------------------------------------------------------------------



| | • | The
                                         inputs in determining the bifurcation of unit offerings into different equity components;
                                         and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



56




| | 4. | SIGNIFICANT
                                         ACCOUNTING POLICIES
| | -- | ------------------------------------------------------------------------



| | (a) | Financial
                                         instruments
| | --- | --------------------------------------------------------------



| | i) | Financial
                                         assets
| | -- | ---------------------------------------------------------



The
Company classifies its financial assets in the following categories: financial assets at FVTPL, loans and receivables, held-to-maturity
and AFS. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification
of financial assets at recognition.



Fair
value through profit or loss



Financial
assets are classified as FVTPL when the financial asset is held-for-trading or it is designated as FVTPL. A financial asset is
classified as FVTPL when it has been acquired principally for the purpose of selling in the near future; it is a part of an identified
portfolio of financial instruments that the company manages and has an actual pattern of short-term profit-taking or if it is
a derivative that is not designated and effective as a hedging instrument. Upon initial recognition, attributable transaction
costs are recognized in profit or loss when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein
are recognized in profit or loss. The Company classifies its cash as FVTPL.



Loans
and receivables



Trade
receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables. Loans and receivables are initially recognized at the transaction value and subsequently
carried at amortized cost less impairment losses. The impairment loss on receivables is based on a review of all outstanding amounts
at year-end. Interest income is recognized by applying the effective interest rate method.



Held-to-maturity



Held-to-maturity
financial assets are recognized on a trade-date basis and are initially measured at fair value using the effective interest rate
method.



Available-for-sale



AFS
financial assets are non-derivatives that are either designated as AFS or not classified in any of the other financial assets
categories. Changes in the fair value of AFS financial assets other than impairment losses are recognized as other comprehensive
loss and classified as a component of equity. The Company classifies its investment as AFS.



57




4.	SIGNIFICANT
ACCOUNTING POLICIES(Continued)







| | ii) | Financial
                                         liabilities
| | --- | --------------------------------------------------------------



The
Company classifies its financial liabilities as FVTPL or other financial liabilities.



Fair
value through profit or loss



Financial
liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial
recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in profit or loss.



Other
financial liabilities



Other
financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs incurred, and are
subsequently stated at amortized cost using the effective interest rate method. Any difference between the amounts originally
received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using
the effective interest method. Other financial liabilities are classified as current or non-current based on their maturity date.
The Company classifies accounts payable and accrued liabilities, due to related parties, and convertible debentures as other financial
liabilities.



| | iii) | Impairment
| | ---- | ----------



The
Company assesses at each balance sheet date whether there is objective evidence that financial assets, other than those designated
as FVTPL, are impaired. When impairment has occurred, the cumulative loss is recognized in the statement of comprehensive loss.
For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's
carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest
rate. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive
income are reclassified to the statement of comprehensive loss in the period.



| | (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 or obtained. When the technical and commercial viability of a mineral resource has
been demonstrated and a development decision has been made, the capitalized costs of the related property are transferred to mining
assets and depreciated using the unit-of-production method on commencement of commercial production.



58




4.	SIGNIFICANT
ACCOUNTING POLICIES(Continued)



| | (b) | Mineral
                                         property interests (Continued)
| | --- | -------------------------------------------------------------------------------



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



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



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



| | (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, if any. 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.



59




| | 4. | SIGNIFICANT
                                         ACCOUNTING POLICIES(Continued)
| | -- | -----------------------------------------------------------------------------------



| | (d) | Decommissioning
                                         liabilities (Continued)
| | --- | --------------------------------------------------------------------------------



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



Depreciation
is included in operating costs while the unwinding of the discount is included as a financing cost. Changes in the measurement
of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or
deducted from, the cost of the related asset.



The
costs for the restoration of site damage, which arises during production, are provided at their net present values and charged
against operations as extraction progresses.



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



| | (e) | Income
                                         taxes
| | --- | -----------------------------------------------------



Income
tax expense consisting of current and deferred tax expense is recognized in the statement of comprehensive 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 financial statement 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. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered,
the deferred tax asset is reduced. 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.



60




4.	SIGNIFICANT
ACCOUNTING POLICIES(Continued)



| | (f) | Share-based
                                         payments
| | --- | -------------------------------------------------------------



The
Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. 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 for employees using the graded method. Fair value of share-based payments for non-employees is recognized
and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is
determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured
at the fair value of the equity instruments issued using the Black-Scholes option pricing model.



For
both employees and non-employees, the fair value of share-based payments is recognized as either an expense or as mineral property
interests with a corresponding increase in option reserves. The amount 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 in option reserves is transferred 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, net of deferred income taxes, 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) | Earnings
                                         (loss) per share
| | --- | ------------------------------------------------------------------



Basic
earnings (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 earnings
(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.



61




4.	SIGNIFICANT
ACCOUNTING POLICIES(Continued)



| | (i) | Capital
                                         stock
| | --- | ------------------------------------------------------



Proceeds
from the exercise of stock options and warrants are recorded as capital stock in the amount for which the option or warrant enabled
the holder to purchase a share in the Company. Capital stock issued for non-monetary consideration is valued at the closing market
price at the date of issuance. The proceeds from the issuance of units 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 priced and any residual value is allocated to the warrants reserve. Consideration
received for the exercise of warrants is recorded in capital stock and the related residual value is transferred from warrant
reserve to capital stock. For unexercised warrants that expire, the recorded value is transferred to deficit.



| | (j) | Foreign
                                         currency translation
| | --- | ---------------------------------------------------------------------



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



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



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



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



Gains
and losses arising from this translation of foreign currency are included in the determination of net loss for the year.



| | (k) | New
                                         accounting pronouncements
| | --- | ----------------------------------------------------------------------



All
of the new and revised standards described below may be early-adopted.



IFRS
15 Revenue from Contracts with Customers



IFRS
15 provides a single, principles based five-step model to be applied to all contracts with customers.



The
five steps in the model are as follows:



| | • | Identify
                                         the contract with the customer
| | - | --------------------------------------------------------------------------------

| | • | Identify
                                         the performance obligations in the contract
| | - | ---------------------------------------------------------------------------------------------

| | • | Determine
                                         the transaction price
| | - | ------------------------------------------------------------------------

| | • | Allocate
                                         the transaction price to the performance obligations in the contracts
| | - | -----------------------------------------------------------------------------------------------------------------------

| | • | Recognize
                                         revenue when (or as) the entity satisfies a performance obligation.
| | - | ----------------------------------------------------------------------------------------------------------------------



Guidance
is provided on topics such as the point in which revenue is recognized, accounting for variable consideration, costs of fulfilling
and obtaining a contract and various related matters. New disclosures about revenue are also introduced.



Applicable
to the Company’s annual period beginning on January 1, 2017.

62


4.	SIGNIFICANT
ACCOUNTING POLICIES(Continued)



| | (k) | New
                                         accounting pronouncements (Continued)
| | --- | ----------------------------------------------------------------------------------



Accounting
for Acquisitions of Interests in Joint Operations(Amendments to IFRS 11)



Amends
IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes
a business (as defined in IFRS 3 Business Combinations) to:



| | • | apply
                                         all of the business combinations accounting principles in IFRS 3 and other IFRS, except
                                         for those principles that conflict with the guidance in IFRS 11
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | disclose
                                         the information required by IFRS 3 and other IFRS for business combinations.
| | - | ------------------------------------------------------------------------------------------------------------------------------



The
amendments apply both to the initial acquisition of an interest in joint operation, and the acquisition of an additional interest
in a joint operation (in the latter case, previously held interests are not remeasured).



Note:
The amendments apply prospectively to acquisitions of interests in joint operations in which the activities of the joint operations
constitute businesses, as defined in IFRS 3, for those acquisitions occurring from the beginning of the first period in which
the amendments apply. Amounts recognized for acquisitions of interests in joint operations occurring in prior periods are not
adjusted.



Applicable
to the Company’s annual period beginning on January 1, 2017.



IFRS
9 Financial Instruments (2014)



This
is a finalized version of IFRS 9, which contains accounting requirements for financial instruments, replacing IAS 39 Financial
Instruments: Recognition and Measurement. The standard contains requirements in the following areas:



| | • | Classification
                                         and measurement. Financial assets are classified by reference to the business model within
                                         which they are held and their contractual cash flow characteristics. The 2014 version
                                         of IFRS 9 introduces a “fair value through other comprehensive income” category
                                         for certain debt instruments. Financial liabilities are classified in a similar manner
                                         to under IAS 39; however, there are differences in the requirements applying to the measurement
                                         of an entity's own credit risk.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Impairment.
                                         The 2014 version of IFRS 9 introduces an “expected credit loss” model for
                                         the measurement of the impairment of financial assets, so it is no longer necessary for
                                         a credit event to have occurred before a credit loss is recognized.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Hedge
                                         accounting. Introduces a new hedge accounting model that is designed to be more closely
                                         aligned with how entities undertake risk management activities when hedging financial
                                         and non-financial risk exposures.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Derecognition.
                                         The requirements for the derecognition of financial assets and liabilities are carried
                                         forward from IAS 39.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Applicable
to the Company’s annual period beginning on January 1, 2018.



The
Company has not early-adopted these standards and is currently assessing the impact that the standards will have on the financial
statements.



63




| | 5. | 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, and due to related parties approximate their carrying values due
to the short-term maturity of these instruments.



Fair
value hierarchy



IFRS
7 Financial Instruments: Disclosures requires classification of fair value measurements using a fair value hierarchy that
reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:



Level
1: 	Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level
2:	 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly

Level
3: Inputs for assets or liabilities that are not based on observable market data.



The
Company’s cash, convertible debentures and investments are considered Level 1, Level 2 and Level 3, respectively, of
the fair value hierarchy.



| | (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 meets 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, 2014, the Company had cash of $426 (2013 - $2,923) available to apply against short-term business requirements
and current liabilities of $529,764 (2013 - $333,169). All of the current liabilities, except for convertible debentures, are
due within 90 days. Amounts due to related parties are due on demand.



64




5.	FINANCIAL
INSTRUMENTS AND RISK MANAGEMENT (Continued)



| | (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, 2014, the Company is not exposed to significant interest
rate risk, currency risk or other price risk on its financial assets and liabilities due to the short term maturity of its financial
liabilities and fixed interest rate on the convertible debentures.



| | 6. | MINERAL
                                         PROPERTY INTERESTS
| | -- | -------------------------------------------------------------------



|                                        |  | Extra
    High Property
|--------------------------------------- |  | -----------------------
|                                        |  |                        
|Balance,
    December 31, 2013 and 2014 |  |                        



| | (a) | Extra
                                         High Property
| | --- | ------------------------------------------------------------



As
at January 1, 2008, the Company held a 66% interest in the Extra High Property, with the remaining 34% interest being held by
Colt Resources Inc. (“Colt”), a company that was formerly related by certain common directors and officers. The property
is subject to a 1.5% net smelter returns royalty (“NSR”), 50% of which, or 0.75%, can be purchased at any time by
paying $500,000 to the NSR holder.



On
January 21, 2008, the Company entered into an option agreement with Colt whereby Colt was granted the right and option to acquire,
in two separate equal tranches, the Company’s 66% undivided interest in the property. Colt has exercised the first tranche
of the option by making a cash payment of $250,000 to the Company. As a result, Colt’s interest in the Extra High Property
increased to 67% and Colt has become the operator of the property.



In
order to exercise the second tranche of the option, Colt was required to make a cash payment of $250,000 on or before December 31,
2008. Colt did not exercise the second tranche of the option. Colt now holds a 67% undivided interest in the Extra High Property
and the Company now holds the remaining 33% undivided interest. Pursuant to the joint venture, which the Company and Colt have
formed, each party shall henceforth contribute its proportionate share of property related expenditures. If any party fails to
contribute its share of future property related expenditures, then its interest will be diluted on a straight-line basis. If any
party’s interest is diluted to less than 10%, then that party’s interest in the Extra High Property will be converted
to a 0.5% NSR.



Neither
the Company nor the operator of the property has incurred any meaningful exploration or evaluation expenditures in recent years
with respect to the Extra High Property. Accordingly, the Company recognized an impairment provision of $151,339 to reduce the
carrying amount to $1 during the year ended December 31, 2011. If there is an indication in the future that the impairment
loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property
will be increased to its recoverable amount.



65




6.	MINERAL
PROPERTY INTERESTS (Continued)



(a)	Extra
High Property (Continued)



On
August 1, 2014, the Company entered into an option agreement with Green Arrow Resources Inc. (“Green Arrow”), an entity
with common directors, to acquire the Company’s 33% interest in the Extra High Property in exchange for payments totalling
$150,000 within one year of signing the agreement. The agreement was terminated by mutual consent on September 24, 2014.



| | (b) | Ontario
                                         Lithium Properties (Mineral Leases)
| | --- | ------------------------------------------------------------------------------------



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, the Company is entitled to receive a 0.5%
gross receipts royalty after six months from the date of commencement of commercial production.



| | (c) | Realization
                                         of assets
| | --- | --------------------------------------------------------------



The
Company’s investment in and expenditures on the mineral property interest comprise substantially all of the Company’s
assets. Realization of the Company’s investment in the assets is dependent on establishing legal ownership of the property
interest, on the attainment of successful commercial production or from the proceeds of its disposal. The recoverability of the
amounts shown for the mineral property interest is dependent upon the existence of economically recoverable reserves, the ability
of the Company to obtain necessary financing to complete the development of the property interest, and upon future profitable
production or proceeds from the disposition thereof.



| | (d) | Title
                                         and environmental
| | --- | ----------------------------------------------------------------



Although
the Company has taken steps to verify the title to mineral properties in which it has or had a right to acquire an interest in
accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee
title (whether of the Company or of any underlying vendor(s) from whom the Company may be acquiring its interest). Title to mineral
properties may be subject to unregistered prior agreements or transfers, and may also be affected by undetected defects or the
rights of indigenous peoples.



Environmental
legislation is becoming increasingly stringent and costs and expenses of regulatory compliance are increasing. The impact of new
and future environmental legislation on the Company’s operations may cause additional expenses and restrictions. If the
restrictions adversely affect the scope of exploration and development on the mineral properties, the potential for production
on the property may be diminished or negated.



The
Company is not aware of any existing environmental problems related to any of its current or former properties that may result
in material liability to the Company. As at December 31, 2014 and 2013, the Company has no significant decommissioning obligations.



66




| | 7. | INVESTMENT
| | -- | ----------



In
April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to
purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican
land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200
for working capital purposes. The Mexican gaming company repaid the $49,200 advanced ($20,122 cash received and $29,078 in lieu
of cash) 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 to date.



| | 8. | CAPITAL
                                         STOCK
| | -- | ------------------------------------------------------



| | (a) | Authorized
| | --- | ----------



Unlimited
number of common and preferred shares without par value. As of December 31, 2014, there are no preferred shares issued.



| | (b) | Issued
| | --- | ------



Effective
July 7, 2014, the Company consolidated its common shares on the basis of six pre-consolidation common shares for one post-consolidation
common share. All figures as to the numbers of common shares, stock options, warrants, as well as loss per share in these financial
statements have been retroactively restated to reflect the consolidation.



There
were no share financings during the year ended December 31, 2014.



During
the year ended December 31, 2013, the Company completed the following financings:



| | • | On
                                         January 7, 2013, the Company closed the first tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 125,834 units at $0.90 per unit for gross
                                         proceeds of $113,250. 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 an exercise price of $1.50 until January 7, 2016.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         January 28, 2013, the Company closed the second tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 108,334 units at $0.90 per unit for gross
                                         proceeds of $97,500. 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 an exercise price of $1.50 until January 28, 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         March 4, 2013, the Company closed the third tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until March 4, 2016. In connection to the
                                         closing of the third tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



67




8.	CAPITAL
STOCK(Continued)



(b)	Issued
(Continued)



| | • | On
                                         May 1, 2013, the Company closed the fourth tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until May 1, 2016. In connection to the
                                         closing of the fourth tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Warrants
| | --- | --------



Warrants
activity for the years ended December 31, 2014 and 2013 are as follows:



|                               | Number
    of Warrants | Weighted
    Average Exercise Price
|------------------------------ | ---------------------- | -----------------------------------
|                               |                        |                                    
|Balance,
    December 31, 2012 | 35,371                 | $
    10.56                        
|Issued                         | 270,835                | $   1.50                           
|Expired                        | (12,223)               | $   1.50                           
|                               |                        |                                    
|Balance,
    December 31, 2013 | 293,983                | $   2.09                           
|Expired                        | (23,148)               | $   9.00                           
|Balance,
    December 31, 2014 | 270,835                | $   1.50                           



At
December 31, 2014 and 2013, the following warrants were outstanding:



|                      | Exercise | Number
    of Warrants
|--------------------- | -------- | ----------------------
|Expiry
    Date       | Price    | 2014                  
|                      |          |                       
|December
    2, 2014  | $        | 9.00                  
|December
    22, 2014 | $        | 9.00                  
|January
    7, 2016   | $        | 1.50                  
|January
    28, 2016  | $        | 1.50                  
|March
    4, 2016     | $        | 1.50                  
|May
    1, 2016       | $        | 1.50                  
|July
    23, 2018     | $        | 1.50                  
|                      |          |                       
|                      |          |                       



The
weighted average remaining contractual life for warrants outstanding at December 31, 2014 is 1.10 (2013 - 2.00) years.





68




8.	CAPITAL
STOCK(Continued)



(c)	Warrants
(Continued)



The
fair value of warrants issued during the year ended December 31, 2013 for debenture commission (note 9) was estimated on
the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used:



|                                      |  | 2014 | 2013   
|------------------------------------- |  | ---- | -------
|                                      |  |      |        
|Risk-free
    interest rate           |  | N/A  | 1.14%  
|Expected
    life of warrants (years) |  | N/A  | 5      
|Expected
    stock price volatility   |  | N/A  | 149.61%
|Dividend
    yield                    |  | N/A  | Nil    
|Fair
    value on date of issuance    |  | N/A  | $1.68  



The
expected volatility is based on an average of historical prices of a comparable group of companies within the same industry due
to the lack of historical pricing information for the Company. The risk-free rate of return is the yield on a zero-coupon Canadian
treasury bill of a term consistent with the assumed option life. The expected average warrant term is the average expected period
to exercise, based on the historical activity patterns for each individually vesting tranche.



(d)	Stock
options



The
Company’s 2004 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.



Options
activity for the years ended December 31, 2014 and 2013 are as follows:



|                                         | Number
    of Options | Weighted
        Average
        Exercise
        Price
|---------------------------------------- | --------------------- | -------------------------------------------------------
|                                         |                       |                                                        
|Balance,
    December 31, 2012           | -                     | $                                                      
|Granted                                  | 33,334                | $                                                      
|                                         |                       |                                                        
|Balance,
    December 31, 2013 and  2014 | 33,334                | $                                                      



The
weighted average remaining contractual life for options outstanding at December 31, 2014 is 1.27 (2013 - 2.27) years.



At
December 31, 2014 and 2013, the following stock options were outstanding and exercisable:



|Exercise   | Expiry             | Outstanding | Exercisable | Outstanding | Exercisable
|---------- | ------------------ | ----------- | ----------- | ----------- | -----------
|Price      | Date               | 2014        | 2014        | 2013        | 2013       
|           |                    |             |             |             |            
|$
    1.20 | March
    18, 2016 | 21,667      | 21,667      | 21,667      | 21,667     
|$
    1.20 | May
    15, 2016   | 11,667      | 11,667      | 11,667      | 11,667     
|           |                    | 33,334      | 33,334      | 33,334      | 33,334     





69






8.	CAPITAL
STOCK(Continued)



(d)	Stock
Options (Continued)



The
fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants:



|                                     |  | 2014 | 2013      
|------------------------------------ |  | ---- | ----------
|                                     |  |      |           
|Risk-free
    interest rate          |  | N/A  | 1.04%     
|Expected
    life of options (years) |  | N/A  | 3         
|Expected
    stock price volatility  |  | N/A  | 116%      
|Dividend
    yield                   |  | N/A  | Nil       
|Fair
    value on date of grant      |  | N/A  | $
    0.96



The
expected volatility is based on an average of historical prices of a comparable group of companies within the same industry due
to the lack of historical pricing information for the Company. The risk-free rate of return is the yield on a zero-coupon Canadian
treasury bill of a term consistent with the assumed option life. The expected average option term is the average expected period
to exercise, based on the historical activity patterns for each individually vesting tranche.



Companies
are required to utilize an estimated forfeiture rate when calculating the expense for the reporting period. Based on the best
estimate, management applied the estimated forfeiture rate of 0% in determining the expense recorded in the accompanying statements
of comprehensive loss for the year ended December 31, 2013.



During
the year ended December 31, 2014, share-based payments of $nil (2013 - $31,236; 2012 - $nil) were recognized as
consulting expenses for options granted to consultants.



| | 9. | CONVERTIBLE
                                         DEBENTURES FINANCING
| | -- | -------------------------------------------------------------------------



On
April 22, 2013, the Company closed the first tranche of the convertible debenture financing with two arm’s length parties
for a total amount of $150,000. The amount of $140,476 has been recorded under convertible debentures and the amount of $9,524
has been recorded under the equity portion of convertible debenture reserve.



On
April 14, 2013, the Company closed the second tranche of the convertible debenture financing with seven arm’s length parties
for a total amount of $525,000. In connection with this second tranche closing, the Company has made a cash payment of $38,000
as finder’s fee to an arm’s length party. The amount of $491,665 has been recorded under convertible debentures and
the amount of $33,335 has been recorded under the equity portion of convertible debenture reserve.



On
June 10, 2013, the Company closed the third tranche of the convertible debenture financing with an arm’s length party for
the amount of $100,000. In connection with this third tranche closing, the Company has made a cash payment of $8,000 as finder’s
fee to an arm’s length party. The amount of $93,650 has been recorded under convertible debentures and the amount of $6,350
has been recorded under the equity portion of convertible debenture reserve.



On
June 26, 2013, the Company closed the fourth tranche of the convertible debenture financing with three arm’s length parties
for a total amount of $150,000. The amount of $140,461 has been recorded under convertible debentures and the amount of $9,539
has been recorded under the equity portion of convertible debenture reserve.





70






9.	CONVERTIBLE
DEBENTURES FINANCING(Continued)



On
July 23, 2013, the Company closed the fifth tranche of the convertible debenture financing with an arm’s length party for
the amount of $50,000. In connection with this fifth tranche closing, as finder’s fee, the Company has made a cash payment
of $2,000 and the Company has issued 2,000 common shares at $1.50 per share fair valued at $3,000 and 3,333 agent warrants at
an exercise price of $1.50 per warrant until July 23, 2018 to an arm’s length party fair valued at $5,115. The amount of
$46,820 has been recorded under convertible debentures and the amount of $3,180 has been recorded under the equity portion of
convertible debenture reserve.



The
convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum
payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price
of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar
liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate
of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized
in equity. Commission costs directly attributable to the offering of $56,115 were allocated to the liability and equity components
of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that
the liability component will equal the face value of the debentures at maturity plus accrued interest.



On
September 4, 2013, the principal amount of $858,118 of certain convertible debentures together with their corresponding accrued
interest was converted into 610,724 common shares of the Company.



As
at December 31, 2014, the amount of $123,125 has been recorded as convertible debentures and the amount of $5,712 has been recorded
as the equity portion of convertible debentures reserve.



The
following table reconciles the fair value of the debentures on initial recognition to the carrying amount at December 31,
2014.



|                                                        | Liability
    Component | Equity
    Component | Total
|------------------------------------------------------- | ----------------------- | -------------------- | -----
|                                                        |                         |                      |      
|Balance,
    December 31, 2012                          | $                       | -                    | $    
|Gross
    proceeds to allocate                          |                         | 913,072              |      
|Transaction
    costs                                   |                         | (52,551)             |      
|Accretion
    of discount                               |                         | 82,641               |      
|Amortization
    of transaction costs (finance expense) |                         | 14,175               |      
|Interest
    paid                                       |                         | (3,781)              |      
|Conversion
    to common shares                         |                         | (858,118)            |      
|                                                        |                         |                      |      
|Balance,
    December 31, 2013                          |                         | 95,438               |      
|Accretion
    of discount                               |                         | 19,746               |      
|Amortization
    of transaction costs (finance expense) |                         | 6,297                |      
|Interest
    accrued                                    |                         | 1,644                |      
|                                                        |                         |                      |      
|Balance,
    December 31, 2014                          | $                       | 123,125              | $    



71




| | 10. | RELATED
                                         PARTY TRANSACTIONS
| | --- | -------------------------------------------------------------------



The
amounts due to related parties are unsecured, payable on demand as at December 31 and consist of the following:



|                                                            | 2014 | 2013   
|----------------------------------------------------------- | ---- | -------
|                                                            |      |        
|Advances
    from directors (interest at prime plus 1%)     | $    | 122,698
|Entities
    controlled by directors (non-interest-bearing) |      | 175,360
|                                                            |      |        
|                                                            | $    | 298,058



During
the years ended December 31, 2014, 2013 and 2012, the following amounts were charged by related parties.



|                                                                            | 2014 | 2013    | 2012
|--------------------------------------------------------------------------- | ---- | ------- | ----
|                                                                            |      |         |     
|Interest
    charged on amounts due to related parties                      | $    | 4,716   | $   
|Rent
    charged by entities with common directors (note 13(c))             |      | 26,117  |     
|Office
    expenses charged by an entity with common directors (note 13(b)) |      | 87,899  |     
|                                                                            |      |         |     
|                                                                            | $    | 118,732 | $   



The
remuneration of directors and key management personnel during the years ended December 31, 2014, 2013 and 2012 is as follows:



|                                 | 2014 | 2013   | 2012
|-------------------------------- | ---- | ------ | ----
|                                 |      |        |     
|Management
    fees (note 13(a)) | $    | 33,000 | $   



| | 11. | CHANGES
                                         IN NON-CASH WORKING CAPITAL
| | --- | ----------------------------------------------------------------------------



|                                                          | 2014 | 2013    | 2012
|--------------------------------------------------------- | ---- | ------- | ----
|                                                          |      |         |     
|GST/HST
    receivable                                    | $    | (1,501) | $   
|Prepaid
    expenses                                      |      | -       |     
|Accounts
    payable and accrued liabilities              |      | 37,398  |     
|Due
    to related parties                                |      | 160,588 |     
|                                                          |      |         |     
|                                                          | $    | 196,485 | $   
|                                                          |      |         |     
|Supplemental
    information                              |      |         |     
|Non-cash
    items                                        |      |         |     
|Interest
    paid                                         | $    | -       | $   
|Repayment
    of advances from investment in lieu of cash | $    | 29,078  | $   
|Interest
    expense included in convertible debt         | $    | 21,390  | $   
|Interest
    expense included in due to related parties   | $    | 4,716   | $   



72




| | 12. | INCOME
                                         TAXES
| | --- | -----------------------------------------------------



Income
tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 26.00% (2013 -
25.75%; 2012 - 25.00%) to income before income taxes. The reasons for the differences are as follows:



|                                                 | 2014 | 2013      | 2012
|------------------------------------------------ | ---- | --------- | ----
|                                                 |      |           |     
|Loss
    before income taxes                     | $    | 1,046,790 | $   
|Statutory
    income tax rate                    |      | 26.00%    |     
|                                                 |      |           |     
|Expected
    income tax benefit                  |      | 272,165   |     
|Items
    not deductible for income tax purposes |      | (171)     |     
|Change
    in timing differences                 |      | (108,784) |     
|Underprovided
    in prior years                 |      | (5,584)   |     
|Effect
    of change in tax rate                 |      | -         |     
|Unrecognized
    benefit of deferred tax assets  |      | (157,626) |     
|                                                 |      |           |     
|Income
    tax expense                           | $    | -         | $   



Effective
April 1, 2013, the British Columba provincial tax rate increased from 10.00% to 11.00% and the Canadian federal corporate tax
rate remained unchanged at 15.00%. The overall increase in tax rates has resulted in an increase in the Company’s statutory
tax rate from 25.00% to 26.00%.



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:



|                                                                                                | 2014 | 2013     
|----------------------------------------------------------------------------------------------- | ---- | ---------
|                                                                                                |      |          
|Excess
    of unused exploration expenditures over carrying value of mineral property interests | $    | 2,656,167
|Excess
    of undepreciated capital cost over carrying value of fixed assets                    |      | 650,381  
|Non-refundable
    mining investment tax credits                                                |      | 988      
|Long-term
    investment                                                                        |      | 400,000  
|Share
    issue cost                                                                            |      | 28,800   
|Non-capital
    losses carried forward                                                          |      | 2,745,768
|Capital
    losses carried forward                                                              |      | 993,649  
|                                                                                                |      |          
|Unrecognized
    deductible temporary differences                                               | $    | 7,475,753



73




12.	INCOME
TAXES(Continued)



The
Company’s unrecognized unused non-capital tax losses have the following expiry dates:



|     |  |  |   |          
|---- |  |  | - | ---------
|2027 |  |  | $ | 590,000  
|2028 |  |  |   | 306,000  
|2029 |  |  |   | 487,000  
|2030 |  |  |   | 454,000  
|2031 |  |  |   | 336,000  
|2032 |  |  |   | 163,000  
|2033 |  |  |   | 172,000  
|2034 |  |  |   | 237,000  
|     |  |  |   |          
|     |  |  | $ | 2,745,000



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



| | 13. | COMMITMENTS
| | --- | -----------



| | (a) | The
                                         Company has an agreement for management services (the “Management Services Agreement”)
                                         with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), a private company
                                         owned by two directors of the Company. As of July 1, 2014, the Company is entitled to
                                         receive management services from Kalpakian Bros. at a monthly rate of $5,000 plus applicable
                                         taxes. The Management Services Agreement is renewable on an annual basis, and either
                                         party may terminate the Management Services Agreement at any time by giving three months’
                                         notice in writing to the other party.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (b) | The
                                         Company has an agreement for office support services with Las Vegas From Home.com Entertainment
                                         Inc. (“Las Vegas”), a company with common directors. Under the agreement,
                                         the Company is entitled to receive office support services from Las Vegas at a monthly
                                         rate of $7,000 plus applicable taxes. The agreement expires on April 30, 2015. The
                                         agreement can be terminated by either party upon giving three months’ written notice.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (c) | The
                                         Company, together with Las Vegas and Green Arrow, have entered into an office lease agreement
                                         with an arm’s length party for office space effective as of August 1, 2014
                                         for a one-year period. Under the office lease agreement, the three companies are required
                                         to pay a monthly base rent of $7,769 plus property and operating expenses for the leased
                                         premises. A lease deposit of $10,000 has been made by Las Vegas.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



74


| | 14. | CAPITAL
                                         MANAGEMENT
| | --- | -----------------------------------------------------------



The
Company considers its capital to be comprised of stockholders’ equity (deficiency).



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 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, 2014.
The Company is not subject to externally imposed capital requirements.



| | 15. | SEGMENTED
                                         INFORMATION
| | --- | --------------------------------------------------------------



The
Company operates in a single reportable operating segment, being the exploration and development of mineral properties. The mineral
properties interest as of December 31, 2014 and 2013 are located in Canada. However, as of December 31, 2014 the Company
has a minority investment in a non-mining related project located in Mexico (note 7) from which the Company received $4,157 in
royalty revenues during the year ended December 31, 2014 (2013 - $nil). Substantially all of the Company’s other assets
are located, and expenditures were incurred, in Canada.



| | 16. | EVENTS
                                         AFTER REPORTING PERIOD
| | --- | ----------------------------------------------------------------------



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 have a maturity date of twelve months from the date of closing, and bear interest at the rate of 12%
per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at the Company’s
option at a conversion price of $0.30 per share.



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





75






Form
51-102F1



37
CAPITAL INC.

(formerly
High 5 Ventures Inc.)



Management’s
Discussion & Analysis

Annual
Financial Statements (Audited) for the

Year
ended December 31, 2014



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, 2014 and 2013 and notes thereto.



The
financial statements, including comparatives, have been prepared using accounting policies in accordance with International Financing
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 24, 2015.



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 are subject to a variety of risks and
uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied.
Readers are therefore cautioned not to place reliance on any forward-looking statement.

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 properties.



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

76


Selected
Annual Information



Selected
annual information from the audited financial statements for the three years ended December 31, 2014, 2013 and 2012 is shown in
the following table:



|                                                               |  | Year
    Ended December 31, 2014 |            | Year
    Ended December 31, 2013 |  | Year
    Ended December 31, 2012
|-------------------------------------------------------------- |  | -------------------------------- | ---------- | -------------------------------- |  | --------------------------------
|Revenue                                                        |  | $                                | 4,157      |                                  |  |                                 
|Interest income                                                |  |                                  | 0          |                                  |  |                                 
|Expenses                                                       |  |                                  | (1,050,947 | )                                |  |                                 
|Basic
    and diluted loss per common share before other items |  |                                  | (0.98      | )                                |  |                                 
|Net
    Loss                                                   |  |                                  | (1,046,790 | )                                |  |                                 
|Total assets                                                   |  |                                  | 3,530      |                                  |  |                                 
|Long-term financial
    obligations                            |  |                                  | 0          |                                  |  |                                 
|Cash dividends                                                 |  |                                  | 0          |                                  |  |                                 



Results
of Operations



Effective
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 six (6) old High 5 common shares for one (1) new 37 Capital common share. The
common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ”, and in
theUSA, the Company's common shares trade on the OTCQB tier of the OTC markets under the trading symbol “HHHEF”.
The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 300 – 570 Granville
Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 1600 – 609 Granville
Street, Vancouver, BC, V7Y 1C3. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located
at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.



All
common shares and per share amounts have been restated to give retroactive effect to the 6:1 share consolidation, which took effect
on July 7, 2014.



On
July 21, 2014, the Company granted a General Power of Attorney to Mr. Luc Pelchat of Mexico so that he may act on behalf of the
Company in respect to all legal and administrative matters in Mexico. Subsequently, on November 14, 2014, the Company formally
revoked the General Power of Attorney that was granted to Mr. Luc Pelchat.



At
the Annual General Meeting of the Company’s shareholders which was held on September 18, 2014, the shareholders received
the Audited Financial Statements for the fiscal year ended December 31, 2013 and the Auditor’s Report thereon; fixed the
number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane and Fred
A.C. Tejada as Directors of the Company; re-appointed the Company’s Auditor, Smythe Ratcliffe LLP, Chartered Accountants
for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor, re-approved the Company’s
2004 Stock Option Plan, and approved and adopted Amendments to the Company’s Articles to implement Advance Notice Provisions.



77




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



For the
year ended December 31, 2014:



| | • | The
                                         Company’s operating expenses were $1,050,947 as compared to $324,031 for the corresponding
                                         year in 2013 and as compared to $163,147 for the corresponding year in 2012. The impairment
                                         of the investment in Mexico in the amount of $799,999 mainly contributed to the increase
                                         of the expenses during the year ended December 31, 2014.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company recorded a net loss and comprehensive loss of $1,046,790 as compared to a net
                                         loss and comprehensive loss of $324,031 during the corresponding year in 2013 and as
                                         compared to $163,147 during the corresponding year in 2012. The impairment of the investment
                                         in Mexico in the amount of $799,999 mainly contributed to the increase of the net loss
                                         during the year ended December 31, 2014.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s basic and diluted loss per common share was $0.98 as compared to a basic
                                         and diluted loss of $0.50 during the corresponding year in 2013 and as compared to a
                                         basic and diluted loss of $0.89 during the corresponding year in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total assets were $3,530 as compared to $853,725 during the corresponding
                                         year in 2013 and as compared to $12,707 during the corresponding year in 2012. The impairment
                                         provision of the Mexican investment in the amount of $799,999 during the year ended December
                                         31, 2014 mainly contributed to the decrease of the Company’s total assets.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total liabilities were $529,764 as compared to $333,169 during the corresponding
                                         year in 2013 and as compared to $364,703 during the corresponding year in 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company had a working capital deficiency of $526,236 as compared to a working capital
                                         deficiency of $328,645 during the corresponding year in 2013 and as compared to a working
                                         capital deficiency of $351,997 during the corresponding year in 2012.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



Mineral
Properties

| | 1. | Extra
                                         High Property
| | -- | ------------------------------------------------------------



As
at January 1, 2008 the Company held a 66% interest in the Extra High Property, with the remaining 34% interest being held by Colt
Resources Inc. (“Colt”), a company that was formerly related by certain common directors and officers. The property
is subject to a 1.5% net smelter returns royalty (”NSR”), 50% of which, or 0.75%, can be purchased at any time by
paying $500,000 to the NSR holder.



78




On
January 21, 2008, the Company entered into an option agreement with Colt whereby Colt was granted the right and option to acquire,
in two separate equal tranches, the Company’s 66% undivided interest in the Extra High Property. Pursuant to the 2008 Option
Agreement, Colt exercised the first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from
the Company a 33% undivided interest in the Extra High Property. As a result of exercising the first tranche of the option, Colt
increased its undivided interest in the Extra High Property to 67% and has become the operator of the Extra High Property.



In
order to exercise the second tranche of the option, Colt was required to make a cash payment of $250,000 to the Company on or
before December 31, 2008. Colt did not exercise the second tranche of the option. Consequently, Colt now holds a 67% undivided
interest in the Extra High Property and the Company now holds a 33% undivided interest in the Extra High Property. Pursuant to
the Joint Venture which the Company and Colt have formed, each party shall henceforth contribute its proportionate share of property
related expenditures. If any party fails to contribute its share of future property related expenditures, then its interest will
be diluted on a straight-line basis. If any party’s interest is diluted to less than 10%, then that party’s interest
in the Extra High Property will be converted into a 0.5% net smelter returns royalty.



As
at the date of this MD&A, the Company holds a 33% undivided interest in the Extra High Property.



Neither
the Company nor the operator of the Extra High Property has incurred any meaningful exploration or evaluation expenditures in
recent years with respect to the Extra High Property. Accordingly, during the fiscal year ended 2011, the Company has recognized
an impairment provision of $151,339 to reduce the carrying amount to $1. If there is an indication in the future that the impairment
loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property
will be increased to its recoverable amount. The Company did not incur any expenditures on the Extra High Property during the
years 2014, 2013 and 2012.



On
August 1, 2014, the Company entered into a Property Option Agreement with Green Arrow Resources Inc. (“Green Arrow”),
a related company by certain common directors and officers, whereby Green Arrow was granted an irrevocable and exclusive right
and option to acquire the Company’s 33% right, title and interest in the Extra High Property. Subsequently, on September
24, 2014, the Property Option Agreement was terminated by mutual consent.



2.	Ontario
Lithium Properties (Mineral Leases)



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 0.5%
gross receipts royalty after six months from the date of commencement of commercial production.



Fourth
Quarter (December 31, 2014)



During the
three months [fourth quarter] period ended December 31, 2014:



| | • | The
                                         Company had a net loss and comprehensive loss of $892,875 or $0.84 per share as compared
                                         to a net and comprehensive loss of $67,327 or $0.06 per share during the same three month
                                         [fourth period] ended December 31, 2013 and as compared to a net and comprehensive loss
                                         of $43,951 or $0.24 per share during the same three month [fourth period] ended December
                                         31, 2012. The impairment of the investment in Mexico in the amount of $799,999 mainly
                                         contributed to the increase of the net loss during the year ended December 31, 2014.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | The
                                         Company’s Operating costs were $897,032 as compared to $67,327 for the same period
                                         in 2013 and as compared to $43,951 for the same period in 2012. The impairment of the
                                         investment in Mexico in the amount of $799,999 mainly contributed to the increase of
                                         the expenses during the year ended December 31, 2014.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



79






Summary
of Quarterly Results



|For the Quarterly Periods
    ended: |  | December
    31, 2014 |          | September
    30, 2014 |  | June
    30, 2014 |         | March
    31, 2014
|------------------------------------ |  | --------------------- | -------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total
    Revenues                   |  | $                     | 4,157    |                        |  |                   | 0       |                   
|Net
    loss and comprehensive loss  |  |                       | (892,875 | )                      |  |                   | (61,466 | )                 
|Loss
    per common share            |  |                       | (0.84    | )                      |  |                   | (0.06   | )                 





|For the Quarterly Periods
    ended: |  | December
    31, 2013 |         | September
    30, 2013 |  | June
    30, 2013 |         | March
    31, 2013
|------------------------------------ |  | --------------------- | ------- | ---------------------- |  | ----------------- | ------- | ------------------
|Total
    Revenues                   |  | $                     | 0       |                        |  |                   | 0       |                   
|Net
    loss and comprehensive loss  |  |                       | (67,327 | )                      |  |                   | (90,303 | )                 
|Loss per common
    share            |  |                       | (0.06   | )                      |  |                   | (0.13   | )                 



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.



Although
during Q4 of 2014 the Company started generating a minimal revenue of $4,157, however 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. Furthermore, the Company has not paid any dividends in the past and does not
expect to pay any dividends in the future.



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 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.



80




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



In
respect to the Company’s investment in the Mexican gaming company, as there are no assurances whatsoever that in the foreseeable
future the Company shall receive any casino royalty revenues from the Mexican land based casino, for the year ended December 31,
2014 the Company has recorded impairment of $799,999 in regards to the Company’s investment in the Mexican gaming company.



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
2015, the Company shall require at least $350,000 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.



As
at December 31, 2014:



| | • | the
                                         Company’s total assets were $3,530 as compared $853,725 for the corresponding year
                                         in 2013 and as compared to $12,707 for the corresponding year in 2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the
                                         Company’s total liabilities were $529,764 as compared to $333,169 for the corresponding
                                         year in 2013 and as compared to $364,703 for the corresponding year in 2012.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | the
                                         Company had $426 in cash as compared to $2,923 in cash for the year ended December 31,
                                         2013 and as compared to $nil in cash for the year ended December 31, 2012.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | the
                                         Company had GST/HST receivable in the amount of $3,102 as compared to $1,601 for the
                                         year ended December 31, 2013 and as compared to $12,706 for the year ended December 31,
                                         2012.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Private
Placement Financing



There
were no share financings during the year ended December 31, 2014.



During
the year ended 2013, the following share financings occurred:



| | • | On
                                         January 7, 2013, the Company closed the first tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 125,834 units at $0.90 per unit for gross
                                         proceeds of $113,250. 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 an exercise price of $1.50 until January 7, 2016.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



81




| | • | On
                                         January 28, 2013, the Company closed the second tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 108,334 units at $0.90 per unit for gross
                                         proceeds of $97,500. 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 an exercise price of $1.50 until January 28, 2016.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         March 4, 2013, the Company closed the third tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until March 4, 2016. In connection to the
                                         closing of the third tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                         May 1, 2013, the Company closed the fourth tranche of the non-brokered private placement
                                         (announced in 2012) and issued an aggregate 16,667 units at $0.90 per unit for gross
                                         proceeds of $15,000. 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 an exercise price of $1.50 until May 1, 2016. In connection to the
                                         closing of the fourth tranche of the non-brokered private placement, the Company issued
                                         1,667 common shares as finder’s fees fair valued at $1,500.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



There
were no share financings during the year ended December 31, 2012.



Warrants



As
at December 31, 2014, a total of 270,835 warrants with a weighted average price of $1.50 per share were outstanding.



If
any warrants are exercised in the future, thenany funds received by the Company fromthe exercising of warrants
shall be used for general working capital purposes. However, there are no assurances whatsoever that any warrants will be exercised
before their expiry.



Convertible
Debentures Financing 2015



On
January 6, 2015 the Company closed a convertible debenture financing with two directors of the Company for a total amount of $250,000.
The convertible debentures have a maturity date of 12 months from the date of closing, and bear interest at the rate of 12% per
annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at the Company’s
option at a conversion price of $0.30 per share.



Convertible
Debentures Financing 2013



On
April 22, 2013, the Company closed the first tranche of the convertible debenture financing with two arm’s length parties
for a total amount of $150,000. The amount of $140,476 has been recorded under convertible debentures and the amount of $9,524
has been recorded under equity portion of convertible debenture reserve.



On
April 14, 2013, the Company closed the second tranche of the convertible debenture financing with seven arm’s length parties
for a total amount of $525,000. In connection with this second tranche closing, the Company has made a cash payment of $38,000
as finder’s fee to an arm’s length party. The amount of $491,665 has been recorded under convertible debentures and
the amount of $33,335 has been recorded under equity portion of convertible debenture reserve.



82




On
June 10, 2013, the Company closed the third tranche of the convertible debenture financing with an arm’s length party for
the amount of $100,000. In connection with this third tranche closing, the Company has made a cash payment of $8,000 as finder’s
fee to an arm’s length party. The amount of $93,650 has been recorded under Convertible debentures and the amount of $6,350
has been recorded under equity portion of convertible debenture reserve.



On
June 26, 2013, the Company closed the fourth tranche of the convertible debenture financing with three arm’s length parties
for a total amount of $150,000. The amount of $140,461 has been recorded under convertible debentures and the amount of $9,539
has been recorded under equity portion of convertible debenture reserve.



On
July 23, 2013, the Company closed the fifth tranche of the convertible debenture financing with an arm’s length party for
the amount of $50,000. In connection with this fifth tranche closing, as finder’s fee, the Company has made a cash payment
of $2,000 and the Company has issued 2,000 common shares at $1.50 per share fair valued at $3,000 and 3,333 agent warrants at
an exercise price of $1.50 per warrant until July 23, 2018 to an arm’s length party fair valued at $5,115. The amount of
$46,820 has been recorded under convertible debentures and the amount of $3,180 has been recorded under equity portion of convertible
debenture reserve.



The
convertible debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum
payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price
of $1.50 per share. The liability component of the convertible debenture was recognized initially at the fair value of a similar
liability that does not have an equity conversion option, which was calculated based on the application of a market interest rate
of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized
in equity. Commission costs directly attributable to the offering of $56,115 were allocated to the liability and equity components
of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that
the liability component will equal the face value of the debentures at maturity plus accrued interest.



On
September 4, 2013, the Company elected to convert the principal amount of $858,118 of certain convertible debentures together
with their corresponding accrued interest into common shares of the Company. Specifically, the Company issued 610,724 common shares
to twelve arm’s length parties in full satisfaction of the Company’s obligations to these twelve arm’s length
parties pursuant to the convertible debentures.



As
at December 31, 2014, the amount of $123,125 has been recorded as convertible debentures and the amount of $5,712 has been recorded
as the equity portion of convertible debentures reserve.



Stock
Options



As
at December 31, 2014, a total of 33,334 stock options have been granted to consultants exercisable at a price of $1.20 per share
which expire on March 18, 2016 as to 21,667 stock options and May 15, 2016 as to 11,667 stock options. If any stock options are
exercised in the future, then any funds received by the Company shall be used for general working capital purposes. However, there
are no assurances whatsoever that any stock options will be exercised.





83






Significant
Accounting Policies



The
Annual Audited Financial Statements for the year ended December 31, 2014 have been prepared in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).



The
Significant Accounting Policies are detailed in Note 4 of the Company’s Audited FinancialStatements
for the year ended December 31, 2014.



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 Las Vegas From Home.com Entertainment Inc. (“Las Vegas”) and
Green Arrow Resources Inc. (“Green Arrow”), companies related by common key management personnel.



The
Company together with Las Vegas and Green Arrow had entered into a sub-lease agreement with an arm’s length party for office
space which expired on July 30, 2014. Under the sub-lease agreement, the three companies were required to pay a base rent of $5,687
plus property and operating expenses for the leased premised. From May 1, 2013 until July 30, 2014 the Company was charged by
Green Arrow the amount of $2,089 per month for basic rent, operating costs, and applicable taxes.



The
Company together with Las Vegas and Green Arrow have entered into an office lease agreement with an arm’s length party for
office space effective as of August 1, 2014 for a one year period. Under the office lease agreement, the three companies are required
to pay a monthly base rent of $7,769 plus property and operating expenses for the leased premises. A lease deposit of $10,000
has been made by Las Vegas. Effective as of August 1, 2014, the Company is being charged by Las Vegas the amount of $2,559 per
month for basic rent, operating costs, and applicable taxes.



The
amounts due to related parties are unsecured, payable on demand as at December 31, and consist of the following:



|                                                            | 2014 | 2013   
|----------------------------------------------------------- | ---- | -------
|                                                            |      |        
|Advances
    from directors (interest at prime plus 1%)     | $    | 122,698
|Entities
    controlled by directors (non-interest-bearing) |      | 175,360
|                                                            |      |        
|                                                            | $    | 298,058



During
the years ended December 31, 2014, 2013 and 2012, the following amounts were charged by related parties.



84






|                                                                                                                    | 2014 | 2013    | 2012
|------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ----
|                                                                                                                    |      |         |     
|Interest
                                         charged on amounts due to related
        parties                 | $    | 4,716   | $   
|Rent
                                         charged by entities with common
        directors                     |      | 26,117  |     
|Office
                                         expenses charged by an entity with
        common
        directors |      | 87,899  |     
|                                                                                                                    | $    | 118,732 | $   



The
Company has an agreement for office support services with Las Vegas. Under the agreement, the Company is entitled to receive office
support services from Las Vegas at a monthly rate of $7,000 plus applicable taxes. The agreement expires April 30, 2015.
The agreement can be terminated by either party upon giving three months’ written notice.



The
remuneration of directors and key management personnel during the years ended December 31, 2014, 2013 and 2012 is as follows:



|                    | 2014 | 2013   | 2012
|------------------- | ---- | ------ | ----
|                    |      |        |     
|Management
    fees | $    | 33,000 | $   



The
Company has an agreement for management services (the “Agreement”) with Kalpakian Bros. of B.C. Ltd. (“Kalpakian
Bros.”), a private company owned by two directors of the Company. Pursuant to the Agreement, the Company is entitled to
receive management services from Kalpakian Bros. Effective as of July 1, 2014, the monthly remuneration payable to Kalpakian Bros.
has been increased from $500 plus GST per month to $5,000 plus GST per month. The Agreement is renewable on an annual basis, and
either party may terminate the Agreement at any time by giving three months’ notice in writing to the other party.



Las
Vegas is related to the Company by virtue of the fact that Las Vegas’ CEO and President, namely Jacob H. Kalpakian, is the
Vice-President of the Company, and the Chairman and CFO of Las Vegas namely Bedo H. Kalpakian, is the CEO, CFO and President of
the Company. Furthermore, Gregory T. McFarlane is a director of both the Company and Las Vegas.



Green
Arrow is related to the Company by virtue of the fact that Green Arrow’s CEO and President, namely Jacob H. Kalpakian, is
the Vice President of the Company, and a director of Green Arrow namely Bedo H. Kalpakian, is the CEO, CFO and President of the
Company. Furthermore, Fred A.C. Tejada is a director of both the Company and Green Arrow.



On
August 1, 2014, the Company entered into a Property Option Agreement with Green Arrow whereby Green Arrow was granted an irrevocable
and exclusive right and option to acquire the Company’s 33% right, title and interest in the Extra High Property. Subsequently,
on September 24, 2014, the Property Option Agreement was terminated by mutual consent.



In
connection with the non-brokered private placement which closed on January 7, 2013 and January 28, 2013 (see Liquidity and Capital
Resources of this MD&A), a total of 125,833 Units in the capital of the Company were subscribed for by family members of two
directors of the Company and a total of 108,333 Units were subscribed for by two directors of the Company.



85






Financial
Instruments and Risk Management



| | (f) | 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.



| | (g) | Fair
                                         value of financial instruments
| | --- | ----------------------------------------------------------------------------



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



Fair
value hierarchy



IFRS
7 Financial Instruments: Disclosures requires classification of fair value measurements using a fair value hierarchy that reflects
the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:



| |  | Level
                                         1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
| |  | ----------------------------------------------------------------------------------------------------------------------------------

| |  | Level
                                         2: Inputs other than quoted prices included within Level 1 that are observable for the
                                         asset or liability, either directly or indirectly
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Level
3: Inputs for assets or liabilities that are not based on observable market data.



The
Company’s convertible debentures and investments are considered level 2 and level 3, respectively, of the fair value hierarchy.



| | (h) | 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.



| | (i) | Liquidity
                                         risk
| | --- | -------------------------------------------------------



Liquidity
risk is the risk that the Company will not be able to meets 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, 2014, the Company had cash of $426 (2013 - $2,923) available to apply against short-term business requirements and
current liabilities of $529,764 (2013 - $333,169). All of the current liabilities, except for convertible debentures, are due
within 90 days of December 31, 2014. Amounts due to related parties are due on demand.



86




As
of the date of this MD&A, the following convertible debentures have matured and are payable on demand:

| | c) | A
                                         convertible debenture with a face value of $50,000 has matured on October 12, 2014 and
                                         is payable on demand together with accrued interest; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | d) | A
                                         convertible debenture with a face value of $50,000 has matured on January 23, 2015 and
                                         is payable on demand together with accrued interest.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (j) | 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, 2014, the Company is not exposed to significant interest rate
risk, currency risk or other price risk on its financial assets and liabilities due to the short term maturity of its financial
liabilities and fixed interest rate on the convertible debentures.



Analysis
of expenses



For a breakdown
of general and administrative expenditures, please refer to the Statements of Comprehensive Loss in the Company’s Annual
Audited Financial Statements for the years ended December 31, 2014 and 2013.



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 24, 2015                                                                                                                                                                                                                          | 1,067,724                                                                      | Nil                                                                              | N/A                                                                                                                              | N/A                                                                                                                                        
|Warrants
        as at
        April
        24, 2015                                                                                                                                                                                                                                        | 125,834
        108,334
        16,667
        16,667
        
        267,502 | Nil                                                                              | Cdn
                                         $1.50
        Cdn
        $1.50
        Cdn
        $1.50
        Cdn
        $1.50 | Jan
                                         7, 2016
        Jan
        28, 2016
        March
        4, 2016
        May
        1, 2016
|Agent’s
                                         Warrants as at
                                                                                                                                                                     April
                                         24, 2015 | 3,333                                                                          | Nil                                                                              | Cdn
        $1.50                                                                                                                | July
        23, 2018                                                                                                                      
|Stock
        Options as at
        April
        24, 2015                                                                                                                                                                                                                                   | 21,667
        11,667
        33,334                                           | Nil                                                                              | Cdn.
        $1.20
        Cdn
        $1.20                                                                                     | Mar
                                         18, 2016
        May
        15, 2016                                                         
|Fully
        Diluted as at
        April
        24, 2015                                                                                                                                                                                                                                   | 1,371,893                                                                      | Nil                                                                              |                                                                                                                                  |                                                                                                                                            









87






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.

88






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 (2014) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized.





|                                   |  | 37 CAPITAL INC.                                    
|---------------------------------- |  | ---------------------------------------------------
|                                   |  |                                                    
|                                   |  | “Bedo H. Kalpakian”                                
|                                   |  | Bedo H. Kalpakian                                  
|                                   |  | Chief Executive Officer and Chief Financial Officer
|Dated this 29th day of April, 2015 |  |