Exhibit 31.2

CERTIFICATION PURSUANT TO

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

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

I, Neil Spellman, certify that:



| | 1. | I have reviewed this Annual Report on Form 20-F (2016) of 37 Capital Inc.
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| | 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
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| | 3. | Based on my knowledge, the consolidated financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company
as of, and for, the periods presented in this report;
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| | 4. | The Company’s other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide a reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the Annual Report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and



| | 5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board
of directors (or persons performing the equivalent functions):
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a) All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and



b) Any
fraud, whether or not material, that involves management or other employees who have a significant role in the
company’s internal control over financial reporting.





|Date: May 11, 2017      |  | 
|----------------------- |  | 
|                        |  | 
|/s/ Neil Spellman       |  | 
|Neil Spellman           |  | 
|Chief Financial Officer |  |