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, 2017

☐	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.

(Exact
name of Registrant as specified in its charter)

British
Columbia, Canada

(Jurisdiction
of Incorporation or organization)

Suite
400, 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: 6,492,709common shares as of December 31, 2017. 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.

1







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 ☒

2







37
CAPITAL INC.

FORM
20-F ANNUAL REPORT 2017



TABLE
OF CONTENTS

|ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                         | 4 
|------------------------------------------------------------------------------------- | --
|ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                       | 4 
|ITEM 3.  KEY INFORMATION                                                              | 4 
|ITEM 4. INFORMATION ON THE COMPANY                                                    | 8 
|ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                  | 16
|ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                    | 23
|ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                             | 27
|ITEM 8. FINANCIAL INFORMATION                                                         | 32
|ITEM 9. THE  OFFER & LISTING                                                          | 32
|ITEM 10. ADDITIONAL INFORMATION                                                       | 35
|ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                   | 46
|ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                       | 47
|ITEM 13. DEFAULTS, DIVIDEND AVERAGES AND DELINQUENCIES                                | 47
|ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 47
|ITEM 15. CONTROLS AND PROCEDURES                                                      | 47
|ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.                            | 48
|ITEM 17. FINANCIAL STATEMENTS                                                         | 49
|ITEM 18. FINANCIAL STATEMENTS                                                         | 50
|ITEM 19. LIST OF EXHIBITS                                                             | 50
|SIGNATURE PAGE                                                                        | 88



3





ITEM
1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

|Name of Directors and/or Officers of the Issuer           |  | Position Held as at the date of this Annual Report
|--------------------------------------------------------- |  | --------------------------------------------------
|Jacob H. Kalpakian(1) Vancouver, British Columbia, Canada |  | President, CEO and Director                       
|Neil Spellman*(2) Carlsbad, CA, USA                       |  | CFO & 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) |  | Upon Bedo
Kalpakian stepping down as President & CEO, as of April 1, 2017, Mr. Jacob H. Kalpakian has beena
ppointed as President & CEO.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Upon Bedo
Kalpakian stepping down as CFO, as of April 1, 2017, Mr. Neil Spellman has been appointed as CFO.
|--- |  | -----------------------------------------------------------------------------------------------------------

*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 consolidated financial statements of 37 Capital Inc. (hereinafter
referred to as the “Company” or the “Registrant” or “37 Capital”). The financial data under
2017, 2016, 2015, 2014 and 2013 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 consolidated 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 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 (2017) 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.

4







TABLE
I

The
financial data under the tables 2017, 2016, 2015, 2014 and 2013 have been prepared in accordance with IFRS.

|                                                           |  | Year Ended December 31, 2017 |            | Year Ended December 31, 2016 |  | Year Ended December 31, 2015 |            | Year Ended December 31, 2014 |  | Year Ended December 31, 2013
|---------------------------------------------------------- |  | ---------------------------- | ---------- | ---------------------------- |  | ---------------------------- | ---------- | ---------------------------- |  | ----------------------------
|Operating Revenue                                          |  | $                            | 0          |                              |  |                              | 0          |                              |  |                             
|Interest Income                                            |  | $                            | 0          |                              |  |                              | 0          |                              |  |                             
|Comprehensive loss                                         |  | $                            | (183,934   | )                            |  |                              | (347,963   | )                            |  |                             
|Basic and diluted loss per common share before other items |  | $                            | (0.07      | )                            |  |                              | (0.17      | )                            |  |                             
|Total Assets                                               |  | $                            | 3,012      |                              |  |                              | 5,922      |                              |  |                             
|Capital Stock                                              |  | $                            | 25,770,450 |                              |  |                              | 25,372,201 |                              |  |                             
|Number of common shares at year-end                        |  | $                            | 6,492,709  |                              |  |                              | 2,067,724  |                              |  |                             
|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
share consolidation which took effect on July 7, 2014 as described in Information on the Company under Item 4. of this Annual
Report.

Bank
of Canada Exchange Rates

|               |  | Monthly High ($) (1) |        | Monthly Low ($)(1)
|-------------- |  | -------------------- | ------ | ------------------
|July 2017      |  |                      | 0.8034 |                   
|August 2017    |  |                      | 0.8012 |                   
|September 2017 |  |                      | 0.8245 |                   
|October 2017   |  |                      | 0.8018 |                   
|November 2017  |  |                      | 0.7885 |                   
|December 2017  |  |                      | 0.7971 |                   



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

5







|                    |  | For Year Ended December 31, 2017 |        | For Year Ended December 31, 2016 |  | For Year Ended December 31, 2015 |        | For Year Ended December 31, 2014 |  | For Year Ended December 31, 2013
|------------------- |  | -------------------------------- | ------ | -------------------------------- |  | -------------------------------- | ------ | -------------------------------- |  | --------------------------------
|Average rate ($)(2) |  |                                  | 0.7708 |                                  |  |                                  | 0.7499 |                                  |  |                                 
|High ($)(3)         |  |                                  | 0.8245 |                                  |  |                                  | 0.7972 |                                  |  |                                 
|Low ($)(3)          |  |                                  | 0.7276 |                                  |  |                                  | 0.6854 |                                  |  |                                 



(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 30, 2017,
the US $1.00 was equal to Cdn $1.2545.

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.

6







-
Environmental Factors: Should the Company decide to conduct any mineral exploration works then all phases of the Company's
mineral exploration works shall be subject 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 future and has not recognized any revenue in fiscal 2015, 2016 and 2017. In
the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance
growth. Furthermore, apart from the Arrangement Agreement, the Company has not paid any dividends in the past and does not expect
to pay any dividends in the future.

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

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

-
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.

7







The Investor's Broker-dealer
is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information
on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and
Exchange Commission ("SEC") and contains important information on Penny Stocks. Furthermore, under penalty of Federal
Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a
Penny Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock,
and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation
received by the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor's brokerage
firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment
goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.

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

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

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

-  Investment
in Mexican Gaming Company:In respect to the Company’s investment in the Mexican gaming company, as there are no
assurances whatsoever that in the 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. The Company did not recognize any revenue during fiscal 2015, 2016 and 2017. Furthermore, the Company does not
expect that it will recover its 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 – Incorporated by reference).

8







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.

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

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

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

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

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

On
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.

9







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

37
Capital is a junior mineral exploration company. The Company has a 33% undivided interest in the Extra High Claims located in
the Province of British Columbia, and the Company has a one-half percent (1/2%) gross receipts royalty interest in certain lithium
mineral 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.

Arrangement
Agreement

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

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

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

In
respect to the plan of arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court
of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.

The
Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement
was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common
share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant
to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange
for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1
being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1
Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

Furthermore
on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange
for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2
being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2
Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 4 Touchdowns as a capital distribution and recorded as a dividend.

A
copy of the Arrangement Agreement is available on www.SEDAR.com

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

10







On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16* - Attached).

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns Touchdowns whereby the Company provided certain
consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee
paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17* - Attached).

Company
Information

On
August 23, 2016, Mr. Neil Spellman of Carlsbad, California, joined the Board of Directors of the Company.

Effective
as of August 15, 2017, the Company’s office is located at Suite 400, 570 Granville Street, Vancouver, British Columbia,
Canada, V6C 3P1. The telephone number is (604) 681-1519 (ext. 6105) and the telefax number is (604) 681-9428. The contact person
is Jake H. Kalpakian.

The
Company's registered office and records office is located at 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, BC
V6E 4N7. The telefax number is (604) 685-7084).

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
Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s
Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC
V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional 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 Claims located in
the Province of British Columbia, and the Company is entitled to receive a one-half percent (1/2%) gross receipts royalty interest
from certain lithium mineral properties located in the Province of Ontario after six months from the date of commencement of commercial
production. 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 in Mexico and has recorded impairment of $799,999 on its investment due to nominal royalty payments
received. As of the date of this Report, the Company does not expect to recover its investment in the non-mining related project
located in Mexico.

37
Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents
on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR,
its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=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.

11







Item
4. C. Organizational Structure

Arrangement
Agreement

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

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

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

In
respect to the plan of arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court
of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.

The
Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement
was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common
share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant
to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange
for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1
being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1
Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

Furthermore
on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange
for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2
being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2
Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 4 Touchdowns as a capital distribution and recorded as a dividend.

A
copy of the Arrangement Agreement is available on www.SEDAR.com.

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

On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16* - Attached).

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns Touchdowns whereby the Company provided certain
consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee
paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17* - Attached).

12







Item
4.D. Property, Plants and Equipment

I.
Extra High Claims, 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 Claims”). 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 Claims, 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 Claims totalling $500,000 over a period of three years. Upon the Company
earning a 100% undivided interest in the Extra High Claims, 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 Claims. 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 Claims
(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. Mr. J.W. Murton is no longer a director of the Company.

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 Claims by incurring exploration expenditures
of $240,000 on the Extra High Claims 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 Claims.

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 Claims 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.

13







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 Claims 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 Claims.

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 Claims 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 Claims, 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 Claims. 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 Claims.

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 Claims. 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 Claims. As a result of Colt exercising the first tranche of the option, Colt increased its undivided
interest in the Extra High Claims to 67% and has become the operator of the Extra High Claims.

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 Claims and the Company now holds a 33% undivided interest in the Extra High Claims. 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 Claims will be converted into a 0.5% net smelter returns royalty.

As
at December 31, 2017, the Company holds a 33% undivided interest in the Extra High Claims.

Neither
the Company nor the operator of the Extra High Claims has incurred any meaningful exploration or evaluation expenditures in recent
years with respect to the Extra High Claims. 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 Claims during the years 2014, 2015 2016
and 2017, however during 2016 the Company transferred from its PAC account with the Mineral Titles Office of the Province of British
Columbia credits totalling $4,096 to Colt’s PAC account to enable Colt to use the credits towards assessment filing on the
Extra High Claims.

14







Pursuant
to the March 30, 2016 Amending Agreement (Exhibit 10.11.4 – Incorporated by reference), Colt and the Company agreed
to reduce the size of the Extra High Claims from 1,077 hectares to 650 hectares by abandoning certain claims.

On
March 31, 2016, the Company together with Colt have extended to December 25, 2019 the expiry date of certain mineral claims totalling
650 hectares which comprise the Extra High Claims. During 2016, the Company together with Colt have abandoned a total of 427 hectares
of mineral claims which were previously part of the Extra High Claims. A 2016 Assessment Report on Preliminary Metallurgical Testing
on the Extra High Claims was prepared by J.W. Murton on May 20, 2016 on behalf of Colt.

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

The
Extra High Claims are 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 Claims tenures are as follows:

|TENURE NUMBER |  | NAME OF CLAIM |  | Property Size (in hectares) |         | CONVERSION DATE OR DATE STAKED |  | BC MAP #    |  | EXPIRY DATE
|------------- |  | ------------- |  | --------------------------- | ------- | ------------------------------ |  | ----------- |  | -----------
|509949        |  | Extra High    |  |                             | 60.829  |                                |  | 2005/MAR/31 |  | 082M       
|509961        |  | Extra High    |  |                             | 121.664 |                                |  | 2005/MAR/31 |  | 082M       
|509969        |  | Extra High    |  |                             | 344.834 |                                |  | 2005/MAR/31 |  | 082M       
|510214        |  | Extra High    |  |                             | 40.557  |                                |  | 2005/APR/05 |  | 082M       
|510215        |  | Extra High    |  |                             | 81.124  |                                |  | 2005/APR/05 |  | 082M       
|Total:        |  |               |  |                             | 650     |                                |  |             |  |            



During
2016, the Company together with Colt have abandoned the following mineral claims totaling 427 hectares which were previously part
of the Extra High Claims:

|TENURE NUMBER |  | NAME OF CLAIM  |  | Property Size (in hectares) |        | CONVERSION DATE OR DATE STAKED |  | BC MAP #    |  | EXPIRY DATE
|------------- |  | -------------- |  | --------------------------- | ------ | ------------------------------ |  | ----------- |  | -----------
|509956        |  | Extra High     |  |                             | 182.52 |                                |  | 2005/MAR/31 |  | 082M       
|509963        |  | Extra High     |  |                             | 40.569 |                                |  | 2005/MAR/31 |  | 082M       
|510213        |  | Extra High     |  |                             | 20.289 |                                |  | 2005/APR/05 |  | 082M       
|510306        |  | Extra High     |  |                             | 60.857 |                                |  | 2005/APR/05 |  | 082M       
|509952        |  | Super High  #1 |  |                             | 60.824 |                                |  | 2005/MAR/31 |  | 082M       
|520184        |  | Super High  #2 |  |                             | 20.275 |                                |  | 2005/SEP/20 |  | 082M       
|520186        |  | Super High  #3 |  |                             | 40.544 |                                |  | 2005/SEP/20 |  | 082M       



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.

15







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 its investment
in Mexico and recorded impairment of $799,999 on the investment due to nominal royalty payments received (see Exhibit 10.13 –
Incorporated by reference). As of the date of this Report, the Company does not expect to recover its investment in the
Mexican gaming company.

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, 2017, 2016 and 2015 which are in accordance
with IFRS:

|                                                           |  | Year
                                         Ended
                                                                               December
                                         31,
                                                                               2017 |          | Year
                                         Ended
                                                                               December
                                         31,
                                                                               2016 |  | Year
                                         Ended
                                                                               December
                                         31, 2015
|---------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Revenue                                                    |  | $                                                                                                                                                                                                                                                                            | 0        |                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                              
|Interest income                                            |  |                                                                                                                                                                                                                                                                              | 0        |                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                              
|Expenses                                                   |  |                                                                                                                                                                                                                                                                              | (220,311 | )                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                              
|Basic and diluted loss per common share before other items |  |                                                                                                                                                                                                                                                                              | (0.07    | )                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                              
|Comprehensive loss                                         |  |                                                                                                                                                                                                                                                                              | (183,934 | )                                                                                                                                                                                                                                                                            |  |                                                                                                                                                                                              
|Total assets                                               |  |                                                                                                                                                                                                                                                                              | 3,012    |                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                              
|Long-term financial obligations                            |  |                                                                                                                                                                                                                                                                              | 0        |                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                              
|Cash dividends                                             |  |                                                                                                                                                                                                                                                                              | 0        |                                                                                                                                                                                                                                                                              |  |                                                                                                                                                                                              



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

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.

In
Canada, 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 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located
at 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, BC V6E 4N7. The Company’s registrar and transfer agent
is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

16







For
the year ended December 31, 2017:

| | • | The
                                         Company’s operating expenses were $220,311 as compared to $347,963 for the corresponding
                                         period in 2016 and as compared to $334,993 for the corresponding period in 2015.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company recorded a comprehensive loss of $183,934 as compared to a comprehensive loss
                                         of $347,963 during the corresponding period in 2016 as compared to a comprehensive loss
                                         of $334,993 during the corresponding period in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s basic and diluted loss per common share was $0.07 as compared to a basic
                                         and diluted loss of $0.17 during the corresponding period in 2016 as compared to a basic
                                         and diluted loss of $0.31 during the corresponding period in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total assets were 3,012 as compared to $5,922 during the corresponding
                                         period in 2016 as compared to $3,277 during the corresponding period in 2015.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total liabilities were $952,802 as compared to $1,170,027 during the
                                         corresponding period in 2016 as compared to $836,510 during the corresponding period
                                         in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company had a working capital deficiency of $949,792 as compared to a working capital
                                         deficiency of $1,164,105 during the corresponding period in 2016 as compared to a working
                                         capital deficiency of $833,235 during the corresponding period in 2015.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

Plan
of Arrangement

On
February 26, 2015, the Company incorporated two wholly-owned private British Columbia subsidiaries, 27 Red Capital Inc. (“27
Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement
agreement (the “Arrangement Agreement”) with 27 Red and 4 Touchdowns. A copy of the Arrangement Agreement is available
on SEDAR.

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

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

The
Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement
was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common
share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant
to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange
for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1
being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1
Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

Furthermore
on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange
for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2
being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2
Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 4 Touchdowns as a capital distribution and recorded as a dividend.

17







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

On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16* - Attached).

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy
and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns
to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17* - Attached).

On
January 13, 2017, a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company
for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s
solicitor Clark Wilson LLP. On February 21, 2017, an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and
310047 B.C. Ltd., and JAMCO Capital Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40
was assigned to JAMCO. The Company has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial
accounts and records to reflect this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment
of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C.
Ltd. and Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.

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

The
Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s
Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC
V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants,
7th floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8. The telefax number is
(604) 688-4675.

During
the year ended December 31, 2017, the Company has entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”),
and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors.
The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s
outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office
expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding
debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09
per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1,
2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable
at a price of $0.12 per share for a period of five years. The securities that have been issued were subject to a hold period which
expired on March 3, 2018 (see Exhibit 10.18*-Attached).

As
a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s issued
and outstanding common shares as at December 31, 2017 are owned by Jackpot.

18







At
the Company’s Annual General Meeting which was held on November 15, 2017 Mr. Bedo Kalpakian did not stand for re-election.
At this Meeting, the Company’s shareholders passed all the resolutions presented including the re-election of Jacob H. Kalpakian,
Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman as Directors of the Company; re-appointed the Company’s Auditor,
Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to
fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

During
January 2018, the Company announced that it intends to enter into a non-brokered private placement financing to raise up to $750,000
by the issuance of up to 5,000,000 units of the Company. However, this proposed non-brokered private placement financing did not
take place and has expired.

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

Summary
of Quarterly Results

|For the Quarterly Periods ended: |  | December 31,
                                                                               2017 |                                                                                                   | September 30,
                                                                               2017 |  | June 30,
                                                                               2017 |                                                                                                                                                                                                                 | March 31,
                                                                               2017
|-------------------------------- |  | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------
|Total Revenues                   |  |                                                                                                  | 0                                                                                                 |                                                                                                   |  |                                                                                              | 0                                                                                                                                                                                                               |                                                                                              
|Net loss and comprehensive loss  |  |                                                                                                  | (30,082                                                                                           | )                                                                                                 |  |                                                                                              | (45,160                                                                                                                                                                                                         | )                                                                                            
|Loss per common share            |  |                                                                                                  | (0.01                                                                                             | )                                                                                                 |  |                                                                                              | (0.02                                                                                                                                                                                                           | )                                                                                            
|                                 |  |                                                                                                  |                                                                                                   |                                                                                                   |  |                                                                                              |                                                                                                                                                                                                                 |                                                                                              
|For the Quarterly Periods ended: |  |                                                                                                  | December 31,
                                                                                2016 |                                                                                                   |  |                                                                                              | September 30,
                                                                                2016                                                                                                              |                                                                                              
|Total Revenues                   |  |                                                                                                  | 0                                                                                                 |                                                                                                   |  |                                                                                              | 0                                                                                                                                                                                                               |                                                                                              
|Net loss and comprehensive loss  |  |                                                                                                  | (142,396                                                                                          | )                                                                                                 |  |                                                                                              | (50,133                                                                                                                                                                                                         | )                                                                                            
|Loss per common share            |  |                                                                                                  | (0.07                                                                                             | )                                                                                                 |  |                                                                                              | (0.02                                                                                                                                                                                                           | )                                                                                            
|                                 |  |                                                                                                  |                                                                                                   |                                                                                                   |  |                                                                                              |                                                                                                                                                                                                                 |                                                                                              
|For the Quarterly Periods ended: |  |                                                                                                  | December 31,
                                                                                2015 |                                                                                                   |  |                                                                                              | September
30,
                                                                                                                                                                                             2015 |                                                                                              
|Total Revenues                   |  |                                                                                                  | 0                                                                                                 |                                                                                                   |  |                                                                                              | 0                                                                                                                                                                                                               |                                                                                              
|Net loss and comprehensive loss  |  |                                                                                                  | (90,042                                                                                           | )                                                                                                 |  |                                                                                              | (70,172                                                                                                                                                                                                         | )                                                                                            
|Loss per common share            |  |                                                                                                  | (0.08                                                                                             | )                                                                                                 |  |                                                                                              | (0.07                                                                                                                                                                                                           | )                                                                                            



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.

19







During
2018, the Company shall require at least $300,000 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, 2017:

|• |  | the Company’s
total assets were $3,012 as compared to $5,922 for the year ended December 31, 2016 and as compared to $3,277 for the year ended
December 31, 2015.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company’s
total liabilities were $952,802 as compared to $1,170,027 for the year ended December 31, 2016 and as compared to $836,510 for
the year ended December 31, 2015.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company
had $891 in cash as compared to $1,312 in cash for the year ended December 31, 2016 and as compared to $783 in cash as for the
year ended December 31, 2015.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company
had GST receivable in the amount of $2,119 as compared to $4,608 for the year ended December 31, 2016 and as compared to $2,492
for the year ended December 31, 2015.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Shares
for Debt Financing

During
the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot and Kalpakian Bros. whereby
the Company issued a total number of 4,424,985 units of the Company in settlement of the Company’s outstanding debts totaling
$398,249. For further particulars, please see Results of Operations of this MD&A.

Private
Placement Financing

There
were no share financings during the year ended December 31, 2017.

On
January 4, 2016 the Company closed the first and last tranche of the non-brokered private placement which was announced on July
31, 2015 and the Company issued an aggregate of 1,000,000 Units at $0.10 per Unit for total proceeds to the Company of $100,000.
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 $0.135 per common share until January 4, 2021. All securities
issued in connection with this financing included a hold period in accordance with applicable securities law. A former director
of the Company and a family member subscribed to this non-brokered private placement.

There
were no share financings during the year ended December 31, 2015.

Warrants

As
at December 31, 2017, a total of 5,428,318 warrants with a weighted average exercise price of $0.12 per warrant share were outstanding.
Subsequent to the year ended December 31, 2017, a total of 500,000 share purchase warrants at $0.135 per share have been exercised
for total proceeds to the Company of $67,500.

While
there are no assurances whatsoever that warrants may be exercised, however if any warrants are

exercised
in the future, then any funds received by the Company from the exercising of warrants shall be used for general working capital
purposes.

20







Loan
2016

The
Company has borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company
to some of its creditors. The borrowed amount of $103,924 is non-interest bearing, unsecured and is payable on demand.

Refundable
Subscription

During
the twelve months ended December 31, 2016, the Company cancelled subscription agreements from a non-brokered private placement
financing which was announced on July 31, 2015 from three subscribers totalling $45,000. The Company has refunded $35,000 to two
subscribers. The refundable subscription of $10,000 is included in Current Liabilities.

Convertible
Debentures Financing 2015

On
January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000.
The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis.
The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability
component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion
option, which was calculated based on the application of a market interest rate of 20%. On the initial recognition of the convertible
debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under
the equity portion of convertible debenture reserve.

As
of December 31, 2017, the two convertible debentures are in default; however, the Company has not been served with a default notice.

Convertible
Debentures Financing 2013

During
the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several
arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest
at the rate of 15% per annum payable on a quarterly basis. The 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 with no equity conversion option, which was calculated based on the application of a
market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability
component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been
recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

Pursuant
to the financing, the Company has made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent
warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitles the holder to purchase one additional
common share of the Company at a price of $1.50 per share until July 23, 2018. The amount of transaction costs directly attributable
to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551
and $3,564, respectively. 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 amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest
was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount
of $52,562.

As
of December 31, 2017, one convertible debenture is in default and another convertible debenture has been extended indefinitely,
however, the Company has not been served with a default notice.

21







Stock
Options

As
at December 31, 2017, there were no outstanding stock options (December 31, 2016 - Nil)

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

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

Item
5.D. Trend Information

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

Item
5.E. Off balance sheets arrangements.

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

Item
5.F. Tabular disclosure of contractual obligations

The
Company has four convertible debentures totalling $350,000 plus accrued interest which have matured and are payable on demand
(see Exhibits 10.14 & 10.15– Incorporated by reference). In addition to the Convertible Debentures which have matured
and are due, the Company has borrowed the sum of $103,924 from an arm’s length party which is payable on demand, and the
Company is obliged to refund to a subscriber the sum of $10,000. The Company has no Capital Lease Obligations or Purchase Lease
Obligations reflected on the Company’s Balance Sheets, however the Company has Obligations pursuant to the 2015 and 2013
Convertible Debentures Financing (see Exhibit 10.15 – Incorporated by reference), the loan in the amount of $103,924 payable
to the arm’s length party and, the refund of $10,000 to a subscriber.

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.

22







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

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

ITEM
6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

As
of December 31, 2017, the name, municipality of residence and the principal occupation of the directors and officers of the Company
are the following:

|Name and municipality of residence                                                                                                                                                               |  | Position with the Registrant |  |  | Date of Birth      |  |  | Principal occupation                                        |  | Term of Office with the Registrant
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------------- |  |  | ------------------ |  |  | ----------------------------------------------------------- |  | ----------------------------------
|Jacob H.
Kalpakian(1)
                                                                          Vancouver, B.C.
                                                                          Canada |  | President, CEO and Director  |  |  | October 18, 1968   |  |  | President
& CEO                                             |  | April 2017 to Present             
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Vice President of Registrant                                |  | 1991 to April 2017                
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | President of JP                                             |  | 1991 to Present                   
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | CEO of JP                                                   |  | 2004 to Present                   
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | President & CEO of Green Arrow Resources Inc.               |  | April 2012 to November 2017       
|Neil Spellman(2)*
                                                                                Carlsbad, CA, USA                                                                              |  | CFO & Director               |  |  | January 24, 1953   |  |  | Director of the Registrant                                  |  | Aug 2016 to Present               
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | CFO of the Registrant                                       |  | April 2017 to Present             
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Senior Vice President of DB Financial                       |  | 2001 to Present                   
|Gregory T. McFarlane*Las Vegas, NV USA                                                                                                                                                           |  | Director                     |  |  | November 13, 1968  |  |  | Director of the Registrant and JP                           |  | 1992 to Present                   
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Principal of McFarlane Media LLC (2005)                     |  | 2005 to Present                   
|Fred A.C. Tejada*
                                                                                Surrey, B.C. Canada                                                                            |  | Director                     |  |  | August 1, 1958     |  |  | Director of the Registrant                                  |  | December 2009 to Present          
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | President of Tirex Resoucres Inc.                           |  | October 2011 to Present           
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Vie President Operations and Exploration of Tirex Resources |  | June 2011 to October 2011         
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Vice President Exploration of Panoro Minerals Ltd.          |  | July 2007 to June 2011            
|Maria P. Arenas
                                                                                Surrey, B.C. Canada                                                                              |  | Corporate Secretary          |  |  | September 29, 1969 |  |  | Corporate Secretary of the Registrant                       |  | 2008 to Present                   
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Corporate Secretary of JP                                   |  | 2008 to Present                   
|                                                                                                                                                                                                 |  |                              |  |  |                    |  |  | Corporate Secretary of Green Arrow Resources Inc.           |  | 2012 to 2017                      



*Members
of the Company’s audit committee.

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

|(2) |  | Upon Bedo Kalpakian stepping down as CFO, as of April 1, 2017, Mr. Neil Spellman has
been appointed as CFO.
|--- |  | -----------------------------------------------------------------------------------------------------------

23







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

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 $nil during the year ended December 31, 2017 (2016: $35,000; 2015: $60,000). 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. 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 HST per month (Exhibit 10.4.5 - Incorporated
by reference). On July 1, 2014, the monthly remuneration payable to Kalpakian Bros. was 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, former President, CEO, CFO and director of the Company, and Jacob H. Kalpakian, the President, CEO and director
of the Company. Effective as of August 1, 2016, the Management Services Agreement has been terminated by mutual consent.

Pursuant
to indemnity agreements dated April 1, 1993, January 7, 2008, December 18, 2009 and August 2 2016, between the Company and each
of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, Maria P. Arenas, Fred A.C. Tejada and Neil Spellman (collectively
"the directors and officers"), the Company agreed to indemnify and save the directors and officers, their heirs and
personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Registrant.
These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against
the directors and/or officers and any amounts paid to settle an administrative action or proceeding provided that the indemnified
party has acted in good faith and in the best interests of the Company. The Company Act requires a Court Order to be obtained
prior to the Company making payment under the indemnity agreements. To date, the Company has not made any payments under the indemnity
agreements.

During
2017, 2016 and 2015, 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. Jacob H. Kalpakian has served as a director since 1991; Gregory T.
McFarlane has served as a director since 1992; Fred A.C. Tejada has served as a director since December 2009 and Neil Spellman
has served as a director since August 2016.

24







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

The
Company had previously entered into a 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 $nil during the year ended December 31, 2017 (2016: $35,000; 2015: $60,000). 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 HST per month (Exhibit 10.4.5 - Incorporated
by reference). On July 1, 2014, the monthly remuneration payable to Kalpakian Bros. was 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, former President, CEO, CFO and director of the Company and Jacob H. Kalpakian, the President, CEO and director
of the Company. Effective as of August 1, 2016, the Management Services Agreement has been terminated by mutual consent.

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

All
directors are elected annually by the Company’s shareholders to act as directors of the Company for a term of one year.
The Company’s audit committee is appointed on an annual basis by the Company’s directors. Presently, the Company’s
audit committee consists of the following directors; Neil Spellman, Gregory T. McFarlane and 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).

Pursuant
to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee
and other information required to be disclosed have been disclosed in the Company’s Annual Information Circular with respect
to the Company’s Annual General Shareholder’s meeting which was held on November 15, 2017. The Company’s 2017
Annual Information Circular (see Exhibit 13.1* – Attached) includes the Company’s Audit Committee Disclosure
under Form 52-110F2.

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

Item
6.D. Employees

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

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, 2017 are as follows:

|Name of Director/Officer and Municipality   |  | Number of Issued Shares |            | Percentage of the total Issued Share Capital*
|------------------------------------------- |  | ----------------------- | ---------- | ---------------------------------------------
|Jacob H. Kalpakian Vancouver, BC, Canada    |  |                         | 225,664(1) |                                              
|Gregory T. McFarlane Las Vegas, Nevada, USA |  |                         | 126 direct |                                              
|Fred A.C. Tejada Surrey, BC, Canada         |  |                         | 0          |                                              
|Neil Spellman Carlsbad, CA, USA             |  |                         | 3          |                                              
|Maria P. Arenas Surrey, BC, Canada          |  |                         | 572 direct |                                              



Notes:
*Based on 6,492,709issued and outstanding common shares as of December 31, 2017.

|(1) |  | Of these
common shares, 184,464 are held by Kalpakian Bros. of B.C. Ltd., 3,000 are held by 30 Rock Management Inc. and 14,156 are held
by a family member.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Kalpakian
Bros. of B.C. Ltd. is a private company controlled by and in which Bedo H. Kalpakian (former director of the Company) and Jacob
H. Kalpakian (President & CEO of the Company) are the principal shareholders.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | 30 Rock
Management Inc. is a private company controlled by Jacob H. Kalpakian.
|--- |  | ------------------------------------------------------------------------------

25







The
number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December
31, 2016 are as follows:

|Name of Director/Officer and Municipality   |  | Number of Issued Shares |             | Percentage of the total Issued Share Capital*
|------------------------------------------- |  | ----------------------- | ----------- | ---------------------------------------------
|Bedo H. Kalpakian Delta, BC, Canada         |  |                         | 616,395 (1) |                                              
|Jacob H. Kalpakian Vancouver, BC, Canada    |  |                         | 50,664(2)   |                                              
|Gregory T. McFarlane Las Vegas, Nevada, USA |  |                         | 126
direct  |                                              
|Fred A.C. Tejada Surrey, BC, Canada         |  |                         | 0           |                                              
|Neil Spellman Carlsbad, CA, USA             |  |                         | 3           |                                              
|Maria P. Arenas Surrey, BC, Canada          |  |                         | 572
direct  |                                              



Notes:
*Based on 2,067,724 issued and outstanding common shares as of December 31, 2016.

|(1) |  | Of these
common shares, 9,464 are held by Kalpakian Bros. of B.C. Ltd. and 3,000 are held by BHK Management Inc.
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(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 14,156 are held by
a family member.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(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, 2015 are as follows:

|Name of Director/Officer and Municipality                                           |  | Number of Issued Shares |             | Percentage of the total Issued Share Capital*
|----------------------------------------------------------------------------------- |  | ----------------------- | ----------- | ---------------------------------------------
|Bedo
H. Kalpakian
                                                Delta, BC, Canada |  |                         | 118,0959(1) |                                              
|Jacob H. Kalpakian Vancouver, BC, Canada                                            |  |                         | 70,088(2)   |                                              
|Gregory T. McFarlane Las Vegas, Nevada, USA                                         |  |                         | 126 direct  |                                              
|Fred A.C. Tejada Surrey, BC, Canada                                                 |  |                         | 0           |                                              
|Maria P. Arenas Surrey, BC, Canada                                                  |  |                         | 572 direct  |                                              



Notes:
*Based on 1,067,724 issued and outstanding common shares as of December 31, 2015.

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

26







Item
6.E.2. Stock Options for Employees

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

At
the Company’s Annual General Meeting of shareholders held on April 30, 2004, the shareholders of the Company approved the
Company’s 2004 Stock Option Plan (Exhibit 10.7 - Incorporated by reference). Shareholders of the Company adopted and approved
the 2015 Stock Option Plan at the Company’s Annual and Special General Meeting of Shareholders which took place on June
4, 2015 (see Exhibit 12 – Incorporated by reference) and was re-approved by the Shareholders of the Company at the last
Annual General Meeting of Shareholders which took place on Wednesday, November 15, 2017 (see Exhibit 13.1* Attached).

The
Company’s 2015 Stock Option Plan reserves for granting to directors, officers, employees and consultants up to 20% of the
issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options
are determined at the date of grant.

During
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 expired on March 18, 2016 and 11,667 stock options expired on May 15, 2016.

During
2017, 2016 and 2015 there were no stock options granted to Directors, Officers, Employees and Consultants.

ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.1.The Company is a publicly-owned corporation, the common shares of which are owned by Canadian residents, U.S. residents, and
residents of other countries. The Company is not directly or indirectly controlled by any foreign government. However, Jackpot
owns 65.45% of the Company’s issued and outstanding common shares as at December 31, 2017. As such, the Company is directly
controlled by Jackpot. 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 at December 31, 2017, 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*
|---------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | ---------------------------------------------
|Jackpot Digital Inc., Vancouver, BC (TSXV listed company)                                            |  |                          | 4,249,985 |                                              
|Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC |  |                          | 1,352,019 | (1)                                          



|(1) |  | Of these
shares, 603,931 common shares are held by Bedo H. Kalpakian directly, 24,044 common shares are held by Jacob H. Kalpakian directly,
519,424 common shares are held by Isabel Kalpakian, 190,464 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 14,156 common shares are held by a family
member of Jacob H. Kalpakian.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | Based on
6,492,709issued and outstanding common shares as of December 31, 2017.
|- |  | -------------------------------------------------------------------------------



27







As
at December 31, 2016, the following persons or corporations beneficially own, directly or indirectly, or exercise control
over shares carrying more than 5% of the issued and outstanding shares of the Company:

|Name of Shareholder and Municipality                              |  | Number of Issued Capital |         | Percentage of the Total Issued Share Capital*
|----------------------------------------------------------------- |  | ------------------------ | ------- | ---------------------------------------------
|Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC |  |                          | 657,595 | (1)                                          



|(1) |  | Of these
shares, 603,931 common shares are held by Bedo H. Kalpakian directly, 24,044 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 14,156 common shares are held by a family member of Jacob H. Kalpakian.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* |  | Based on
2,067,724 issued and outstanding common shares as of December 31, 2016.
|- |  | --------------------------------------------------------------------------------

As
at December 31, 2015, the following persons or corporations beneficially own, directly or indirectly, or exercise control
over shares carrying more than 5% of the issued and outstanding shares of the Company:

|Name of Shareholder and Municipality                              |  | Number of Issued Capital |         | Percentage of the Total Issued Share Capital*
|----------------------------------------------------------------- |  | ------------------------ | ------- | ---------------------------------------------
|Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC |  |                          | 178,719 | (1)                                          





|(2) |  | Of these
shares, 103,931 common shares are held by Bedo H. Kalpakian directly, 24,044 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, 2015.
|- |  | --------------------------------------------------------------------------------

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, 2017, the Company had 6,492,709 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 any foreign government
or by any natural or legal person severally or jointly other than as disclosed in 7.A.1. in this Annual Report.

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

Item
7.B. Related Party Transactions

The
Company shares office space and certain employees with Jackpot, a company related by common key management personnel. Previously,
the Company shared office space with Green Arrow Resources Inc. (“Green Arrow”), a company which was formerly related
to Jackpot and 37 Capital.

28







The
Company together with Jackpot and Green Arrow had 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. The office lease was extended until July 31, 2016. The office
lease was further extended for a period of one year until July 31, 2017. Under the office lease agreement, as of August 1, 2016,
the three companies were required to pay a monthly base rent of $7,194 plus property and operating expenses for the leased premises.
A lease deposit of $10,000 has been made by Jackpot. As of December 1, 2016, Green Arrow is no longer required or obligated to
pay its proportionate share of the office rent.

During
April 2017, the Company together with Jackpot entered into an office lease agreement with an arm’s length party (the “Lease”).
The Lease has a three-year term with a commencement date of August 1, 2017. The annual basic rent is $121,396 plus estimated annual
operating costs of approximately $88,000. The Company’s share of the office basic rent and operating costs is $28,800 plus
applicable taxes per annum.

The
amounts due to related parties are unsecured, payable on demand as at December 31, 2017 and 2016 consist of the following:

|                                                        |  | 2017 |         | 2016
|------------------------------------------------------- |  | ---- | ------- | ----
|Advances from directors (interest at prime plus 1%)     |  | $    | 104,435 |     
|Entities controlled by directors (non-interest-bearing) |  |      | 29,852  |     
|                                                        |  | $    | 134,287 |     



Included
in convertible debentures is $339,589 (December 31, 2016 - $317,089) owing to the Chief Executive Officer and to a former director
of the Company.

During
the years ended December 31, 2017, 2016 and 2015, the following amounts were charged by related parties.

|                                                                                                                |  | 2017 |         | 2016 |  | 2015
|--------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|Interest charged on amounts due to related parties                                                              |  | $    | 3,301   |      |  | $   
|Interest on convertible debentures                                                                              |  |      | 30,000  |      |  |     
|Rent charged by entities with common directors                                                                  |  |      | 28,627  |      |  |     
|Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors |  |      | 85,186  |      |  |     
|                                                                                                                |  | $    | 147,114 |      |  | $   



The
remuneration of directors and key management personnel during the years ended December 31, 2017, 2016 and 2015 is as follows:

|                |  | 2017 |   | 2016 |  | 2015
|--------------- |  | ---- | - | ---- |  | ----
|Management fees |  | $    | — |      |  | $   



On
January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount
of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the
rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company
at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the
fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application
of a market interest rate of 20%. The amount of $222,006 has been recorded under convertible debentures and the amount of $27,994
has been recorded under the equity portion of convertible debenture reserve. The Principal amount of $250,000 together with the
accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However,
on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. As of the
date of this Annual Report, the Company has not repaid to the Company’s CEO Jacob Kalpakian and to its former director Bedo
Kalpakian the Principal amount of $250,000 together with the accrued interest. As of December 31, 2017, the convertible debentures
are in default, however, the Company has not been served with a default notice.

29







The
Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros. of B.C. Ltd. (“KBros.”),
companies related to 37 Capital by certain common directors (see Exhibit 10.18* - Attached). The Company has issued 4,249,985
units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot
for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided
by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to
KBros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in
settlement of the Company’s outstanding debt owed to KBros. for unpaid management fees from May 1, 2016 up to July 30, 2016.
Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share
until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. As
a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s issued
and outstanding common shares as at December 31, 2017 are owned by Jackpot.

The
Company has an agreement for office support services with Jackpot. Under the agreement, the Company is entitled to receive office
support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. The agreement expired on April 30, 2018.

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

Green
Arrow was previously related to the Company by virtue of the fact that Green Arrow’s former CEO and President (until November
30, 2017), namely Jacob H. Kalpakian, is the President & CEO of the Company, and the former CFO of Green Arrow namely Neil
Spellman is the CFO of the Company. Furthermore, Fred A.C. Tejada was a former director of Green Arrow and is a director of the
Company, and Bedo Kalpakian was a former director of Green Arrow and of the Company.

The
Company previously had a 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 $35,000 during the year ended December 31, 2015 (2015: - $60,000; 2014: $33,000). 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. was 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, former President, CEO, CFO and director of the Company and Jacob H. Kalpakian, the President, CEO
and director of the Company. Effective as of August 1, 2016, the Management Services Agreement was terminated by mutual consent.

30







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 Claims 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 Claims 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 was the
former President, CEO and CFO of the Company, and Jacob H. Kalpakian was the Vice President and Director of Colt and is the President,
CEO and Director of the Company. Furthermore, J. Wayne Murton was a former Director of the Company and is a director of Colt.

In
connection with the non-brokered private placement financing which closed on January 4, 2016 (see Liquidity and Capital Resources
of this Annual Report), the Company issued an aggregate of 1,000,000 Units at $0.10 per Unit for total proceeds to the Company
of $100,000 which were subscribed for by a director of the Company and a family member of two directors of the Company.

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

| | - | Jackpot
                                         Digital Inc. (“Jackpot”), a public company listed on the TSX Venture Exchange,
                                         also quoted in the U.S.A. on the OTCQB of the OTC Markets Group and on the Berlin &
                                         Frankfurt Stock Exchanges. Jacob H. Kalpakian, and Bedo H. Kalpakian are officers, directors
                                         and shareholders of Jackpot and Gregory T. McFarlane and Neil Spellman are directors
                                         of Jackpot;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | - | 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 former 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 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;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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



Item
7.C. Interests of Experts and Counsel

Not
Applicable.

31





ITEM
8. FINANCIAL INFORMATION

Item
8.A. Financial Statements and Other Information

The
Company’s Audited Consolidated Financial Statements together with the Management’s Discussion & Analysis for the
year ended December 31, 2017, are included in Item 17 of this report.

Item
8.A.7. Legal Proceedings

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

On
February 21, 2017 an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and JAMCO Capital
Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40 was assigned to JAMCO. The Company
has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial accounts and records to reflect
this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice
of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. and Clark Wilson LLP
whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.

The
Company's corporate legal counsels are: McMillan LLP, Lawyers, (Attention: Michael Kennedy), Royal Centre, 1055 W. Georgia Street,
Suite 1500, PO Box 11117, Vancouver, BC V6E 4N7. The telefax number is (604) 685-7084.

Item
8.A.8. Dividends

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

Item
8. B. Significant Changes

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

As
a result of the shares for debt settlement agreement between Jackpot and the Company, Jackpot owns 4,249,985 common shares of
the Company which represents 65.45% of the Company’s issued and outstanding common shares as at December 31, 2017. As such,
Jackpot has direct control of the Company.

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.

32







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

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

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

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

33







OTCQB
– OTC Markets Group

Trading
Range

|Five Most Recent Financial Years |  | U.S.$ High |      | U.S.$ Low |  | Volume
|-------------------------------- |  | ---------- | ---- | --------- |  | ------
|2013                             |  |            | 1.68 |           |  |       
|2014                             |  |            | n/a  |           |  |       
|2015                             |  |            | n/a  |           |  |       
|2016                             |  |            | n/a  |           |  |       
|2017                             |  |            | n/a  |           |  |       
|                                 |  |            |      |           |  |       
|Two Most Recent Financial Years  |  |            |      |           |  |       
|Year 2016                        |  |            |      |           |  |       
|Jan 1 – Mar 31                   |  |            | n/a  |           |  |       
|Apr 1 – Jun 30                   |  |            | n/a  |           |  |       
|Jul 1 – Sept 30                  |  |            | n/a  |           |  |       
|Oct 1 – Dec 31                   |  |            | n/a  |           |  |       
|                                 |  |            |      |           |  |       
|Year 2017                        |  |            |      |           |  |       
|Jan 1 – Mar 31                   |  |            | n/a  |           |  |       
|Apr 1 – Jun 30                   |  |            | n/a  |           |  |       
|Jul 1 – Sept 30                  |  |            | n/a  |           |  |       
|Oct 1 – Dec 31                   |  |            | n/a  |           |  |       



CSE

Canadian
Stock Exchange

(formerly
Canadian National Stock Exchange)

Trading
Range

|                                 |  | Cdn $ High |      | Cdn $ Low |  | Volume
|-------------------------------- |  | ---------- | ---- | --------- |  | ------
|Five Most Recent Financial Years |  |            |      |           |  |       
|2013                             |  |            | 1.50 |           |  |       
|2014                             |  |            | 0.90 |           |  |       
|2015                             |  |            | 0.51 |           |  |       
|2016                             |  |            | 0.20 |           |  |       
|2017                             |  |            | 0.20 |           |  |       
|                                 |  |            |      |           |  |       
|Two Most Recent Financial Years  |  |            |      |           |  |       
|Year 2016                        |  |            |      |           |  |       
|Jan 1 – Mar 31                   |  |            | 0.20 |           |  |       
|Apr 1 – Jun 30                   |  |            | 0.15 |           |  |       
|Jul 1 – Sep 30                   |  |            | 0.10 |           |  |       
|Oct 1 – Dec 31                   |  |            | 0.10 |           |  |       
|                                 |  |            |      |           |  |       
|Year 2017                        |  |            |      |           |  |       
|Jan 1 – Mar 31                   |  |            | —    |           |  |       
|Apr 1 – Jun 30                   |  |            | 0.20 |           |  |       
|Jul 1 – Sep 30                   |  |            | 0.13 |           |  |       
|Oct 1 – Dec 31                   |  |            | 0.13 |           |  |       



34







Item
9.C. Markets

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

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

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

On
August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High
5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of
High 5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on
the CSE under the symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol
“HHHEF”. The Cusip number of the Company’s common shares 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, the trading symbol of the Company’s
shares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s
common shares 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
6,492,709 common shares are issued and outstanding as of December 31, 2017. 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.

35







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

|Outstanding Share Data                     |  | No. of Common Shares |                   | No. of Preferred Shares |  | Exercise Price per Share |     | Expiry Date
|------------------------------------------ |  | -------------------- | ----------------- | ----------------------- |  | ------------------------ | --- | -----------
|Issued and Outstanding as at May 10, 2018 |  |                      | 6,992,709         |                         |  |                          | Nil |            
|Warrants as at May 10, 2018               |  |                      | 500,0004,424,985 |                         |  |                          | Nil |            
|Agent’s Warrants as at May 10, 2018       |  |                      | 3,333             |                         |  |                          | Nil |            
|Fully Diluted as at May 10, 2018          |  |                      | 11,921,027        |                         |  |                          | Nil |            



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,
2017, 2016 and 2015:

Warrants
activity for the years ended December 31, 2017, 2016 and 2015 are as follows:

|                           |  | Number of Warrants |           | Weighted Average Exercise Price
|-------------------------- |  | ------------------ | --------- | -------------------------------
|Balance, December 31, 2015 |  |                    | 270,835   |                                
|Expired                    |  |                    | (267,502  | )                              
|Issued                     |  |                    | 1,000,000 |                                
|Balance, December 31, 2016 |  |                    | 1,003,333 |                                
|Expired                    |  |                    | —         |                                
|Issued                     |  |                    | 4,424,985 |                                
|Balance, December, 2017    |  |                    | 5,428,318 |                                



As
of December 31, 2017, the following warrants were outstanding:

|Expiry Date      |  | Exercise Price |       | Number of Warrants Outstanding
|---------------- |  | -------------- | ----- | ------------------------------
|July 23, 2018    |  |                | 1.50  |                               
|January 4, 2021  |  |                | 0.135 |                               
|November 2, 2022 |  |                | 0.12  |                               
|                 |  |                |       |                               



The
weighted average remaining contractual life for warrants outstanding at December 31, 2017 is 4.50 years.

36







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 Stock Option Plan (“2015 Stock Option Plan”) are outlined
in the Company’s Information Circular included with the 2017 Notice of Annual and Special General Meeting (see Exhibit
13.1 – Attached).

From
time to time, the Company grants stock options to its directors, employees and consultants on terms and conditions acceptable
to the Regulatory Authorities. The stock options entitle the holders to acquire common shares of the Company from treasury (see
Exhibit 13.1 – Attached).

Options
activity for the years ended December 31, 2017, 2016 and 2015 are as follows:

|                                    |  | Number of Options |         | Weighted Average Exercise Price
|----------------------------------- |  | ----------------- | ------- | -------------------------------
|Balance, December 31, 2015          |  |                   | 33,334  |                                
|Expired                             |  |                   | (33,334 | )                              
|Balance, December 31, 2016 and 2017 |  |                   | —       |                                



As
of December 31, 2017, there were no stock options outstanding.

Item
10. A.6. History of Share Capital

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

CAPITAL
STOCK

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

37







|                                                              |  | Capital Stock |           |        |  | Reserves                                         |            |          |  |        
|------------------------------------------------------------- |  | ------------- | --------- | ------ |  | ------------------------------------------------ | ---------- | -------- |  | -------
|                                                              |  | Common Shares |           | Amount |  | Equity Portion of Convertible Debentures Reserve |            | Warrants |  | Options
|Balance, December 31, 2014                                    |  |               | 1,067,724 |        |  | $                                                | 25,272,401 |          |  | $      
|Net loss for the year                                         |  |               | —         |        |  |                                                  | —          |          |  |        
|Convertible debentures                                        |  |               | —         |        |  |                                                  | —          |          |  |        
|Balance, December 31, 2015                                    |  |               | 1,067,724 |        |  |                                                  | 25,272,401 |          |  |        
|Net loss for the year                                         |  |               | —         |        |  |                                                  | —          |          |  |        
|Issue of common shares and warrants, net of share issue costs |  |               | 1,000,000 |        |  |                                                  | 99,800     |          |  |        
|Expiry of options                                             |  |               | —         |        |  |                                                  | —          |          |  |        
|Dividend upon redemption of reorganization shares             |  |               | —         |        |  |                                                  | —          |          |  |        
|Balance, December 31, 2016                                    |  |               | 2,067,724 |        |  |                                                  | 25,372,201 |          |  |        
|Net loss for the year                                         |  |               | —         |        |  |                                                  | —          |          |  |        
|Issue of common shares for debt                               |  |               | 4,424,985 |        |  |                                                  | 398,249    |          |  |        
|Balance, December 31, 2017                                    |  |               | 6,492,709 |        |  | $                                                | 25,770,450 |          |  | $      



38







Item 10.B. Articles of Association

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

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 Claims”). 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 Claims, 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 Claims totalling $500,000 over a period of three years. Upon the Company
earning a 100% undivided interest in the Extra High Claims, 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 Claims by incurring exploration expenditures of $240,000 on the Extra High Claims 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 Claims. 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 Claims and to make the cash payments to the Company. Upon Colt earning its 50% undivided interest in the Extra High Claims,
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 Claims 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 Claims 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 Claims. 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 Claims 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 Claims, thus reducing the Company’s interest to 66%.

39







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 Claims. 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 Claims. 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 Claims and has become the operator of the Extra
High Claims, and the Company now holds a 33% undivided interest in the Extra High Claims.

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.

The
Company had previously entered into 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 $35,000 during the year ended December 31, 2016 (2015: $60,000; 2014: $33,000). 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 HST per month (Exhibit 10.4.5 - Incorporated
by reference). On July 1, 2014, the monthly remuneration payable to Kalpakian Bros. was increased from $500 plus GST per month
to $5,000 plus GST per month (Exhibit 10.4.6 – Incorporated by reference).Effective as of August 1, 2016, the Management
Services Agreement has been terminated by mutual consent.The principals of Kalpakian Bros. are Bedo H. Kalpakian, former
President, CEO, CFO & director of the Company and Jacob H. Kalpakian, President, CEO and director of the Company.

On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16* - Attached) .

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy
and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns
to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17* - Attached).

The
Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros. of B.C. Ltd. (“KBros.”),
companies related to 37 Capital by certain common directors (see Exhibit 10.18* - Attached). The Company has issued 4,249,985
units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot
for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided
by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to
KBros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in
settlement of the Company’s outstanding debt owed to KBros. for unpaid management fees from May 1, 2016 up to July 30, 2016.
Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share
until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. As
a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s issued
and outstanding common shares as at December 31, 2017 are owned by Jackpot.

40







Item
10. D. Exchange Controls

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

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



Item
10.E. Taxation

General

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

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

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

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.

41







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.

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

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

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

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

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

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%.
|-- |  | ------------------------------------------------------------------------------

42







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

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

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.

43







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

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

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

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

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

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

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

Item
10. F. Dividends and Paying Agents.

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

Item
10. G. Statement by Experts

Not
Applicable.

Item
10. H. Documents on Display.

We
have filed this 2017 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.

44







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.

Item
10. I Subsidiary Information

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

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

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

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

The
Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement
was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common
share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant
to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange
for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1
being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1
Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

Furthermore
on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange
for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2
being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2
Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 4 Touchdowns as a capital distribution and recorded as a dividend.

A
copy of the Arrangement Agreement is available on www.SEDAR.com.

45







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

On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16* - Attached).

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy
and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns
to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17* - Attached).

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

| | (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, 2017, the Company had cash of $891 (December 31, 2016 - $1,312) available to apply against short-term business
requirements and current liabilities of $952,802 (December 31, 2016 - $1,170,027). All of the current liabilities, are due within
90 days. Amounts due to related parties are due on demand.

46







| | (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, 2017, 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 four Convertible Debentures totalling the principal amount of $350,000 plus
accrued interest which have matured and are payable on demand (see Exhibits 10.14 & 10.15 – Incorporated by reference).

ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Except
for outstanding loans, accounts payable, accrued liabilities and the four convertible debentures totalling the principal amount
of $350,000 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 other indebtedness of the Company.

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

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

Use
of Proceeds from Offering

Not
Applicable.

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,
they have 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, 2017. 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, 2017, 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.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



47







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

16.B.
Code of Ethics

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

The
Code of Ethics can be accessed electronically at http://www.37capitalnc.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 (2017: $16,000) (2016: $16,000) and (2015: $18,500)
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Audit
                                         Related Fees were (2017: $Nil) (2016: $Nil) and (2015: $Nil).
| | --- | ------------------------------------------------------------------------------------------------------------



| | (c) | Tax
                                         Fees: Tax fees were (2017: $1,000) (2016: $1,500) and (2015: $2,000).
| | --- | ------------------------------------------------------------------------------------------------------------------



| | (d) | All
                                         other Fees were (2017: $Nil) (2016: $Nil) and (2015: $Nil).
| | --- | --------------------------------------------------------------------------------------------------------



48







Further
details with respect to the Audit Committee’s Charter is included in the Company’s Management Information Circular
dated November 15, 2017 (see Exhibit 13.1* – Attached).

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

ITEM
17. FINANCIAL STATEMENTS

The
Company’s Audited Consolidated Financial Statements for the year ended December 31, 2017 and 2016, together with the report
of the auditors, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, are filed as part of this Annual Report.
The Company’s consolidated financial statements are stated in Canadian dollars (Cdn $).

|                                                                                                                         | PAGE   
|------------------------------------------------------------------------------------------------------------------------ | -------
|A) Index to Financial Statements                                                                                         | 51     
|i) Financial Statements                                                                                                  |        
|-Report of Independent Registered Public Accounting Firm to the Shareholders                                             | 52     
|-Consolidated Balance Sheets as at December 31, 2017 and 2016                                                            | 53     
|-Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017, 2016 and 2015                      | 54     
|-Consolidated Statements of Changes in Stockholders’ Deficiency for
    the years ended December 31, 2017, 2016 and 2015 | 55     
|-Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015                              | 56     
|-Notes to the Consolidated Financial Statements                                                                          | 57 - 74
|ii) Management’s Discussion & Analysis for the year ended December
    31, 2017                                          | 75     



49







ITEM
18. FINANCIAL STATEMENTS

The
Company's consolidated 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 consolidated 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. SEC Accession No. 0001607062-15-000191
http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3.htm



3.4 Certificate
of Name Change to Kokomo Enterprises Inc.SEC AccessionNo. 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. http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3_6.htm

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. SEC AccessionNo. 0001137171-11-000333http://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

10.11.4 Amending Agreement dated March 30, 2016 with Colt Resources Inc.
– (SEC Accession No. 0001607062-16-000823)
https://www.sec.gov/Archives/edgar/data/825171/000160706216000823/ex10_114.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 with Grand 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. 0001607062-14-000003http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_14.htm

10.15
2015 Convertible Debenture Financing http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex10_15.htm

10.16* Consulting Agreement entered into with 27 Red Capital Inc.



10.17*
Consulting Agreement entered into with 4 Touchdowns Capital Inc.

10.18* Debt settlement agreements entered into with Jackpot Digital Inc. and Kalpakian Bros. of BC Ltd.



11.1* Statement explaining in reasonable detail how earnings/loss per share is calculated



12.Notice of Annual General and Special Meeting 2015 and Management Proxy Materials. http://www.sec.gov/Archives/edgar/data/825171/000160706215000199/ex20_1.htm



13.
Notice of Annual General Meeting 2016 and Management Proxy Materials.



13.1*
Notice of Annual General Meeting 2017 and Management Proxy Materials.

14. Notice of Annual General Meeting 2014 and Management Proxy Materials.



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

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 byJacob H. Kalpakian, President & C.E.O. (Attached)

32.2*
Sarbanes Oxley Act Section 906, Certified byNeil Spellman, C.F.O. (Attached)

99.
* Financial Exhibits: – (unaudited)

99.1*	Schedules
I - Marketable Securities - Other Investments

99.2*
Schedules II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees other than Related
Parties



99.3*
Schedules III & IV - Property, Plant and Equipment and AccumulatedDepreciation, Depletion and Amortization
of Property, Plant and Equipment



*
Filed Herewith (Attached)

50









37
CAPITAL INC.



Consolidated
Financial Statements

December 31,
2017 and 2016

(Expressed
in Canadian Dollars)



|Index                                                          | Page   
|-------------------------------------------------------------- | -------
|Report of Independent Registered Public Accounting Firm        | 52     
|Consolidated Financial Statements                              |        
|Consolidated Balance Sheets                                    | 53     
|Consolidated Statements of Comprehensive Loss                  | 54     
|Consolidated Statements of Changes in Stockholders’ Deficiency | 55     
|Consolidated Statements of Cash Flows                          | 56     
|Notes to Consolidated Financial Statements                     | 57 - 74

51







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and Directors of 37 Capital Inc.,

Opinion
on the Consolidated Financial Statements

We
have audited the accompanying consolidated financial statements of 37 Capital Inc. (the “Company”), which comprise
the consolidated balance sheets as at December 31, 2017 and 2016, the consolidated statements of comprehensive loss, changes in
stockholders’ deficiency and cash flows for the years then ended, and the related notes, comprising a summary of significant
accounting policies and other explanatory information (collectively referred to as the consolidated financial statements).

In
our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
as at December 31, 2017 and 2016, and its consolidated financial performance and its cash flows for the years then ended in accordance
with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Material
Uncertainty Related to Going Concern

Without
modifying our opinion, we draw attention to Note 2 to the consolidated financial statements, which indicates that the Company
incurred a net loss of $183,934 during the year ended December 31, 2017 and 2016, as of that date, the Company’s current
liabilities exceeded its current assets by $949,792. These events or conditions, along with other matters as set forth in Note
2, indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going
concern.

Basis
for Opinion

Management’s
Responsibility for the Consolidated Financial Statements

Management
is responsible for the preparation and fair presentation of these consolidated 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 consolidated 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 consolidated 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) (“PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those
standards also require that we comply with ethical requirements, including independence. We are required to be independent with
respect to the Company in accordance with the ethical requirements that are relevant to our audit of theconsolidated financial
statements in Canada, the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB. We are a public accounting firm registered with the PCAOB.

An
audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether
due to error or fraud, and performing procedures to respond to those risks. Such procedures included obtaining and examining,
on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures
selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s
preparation and fair presentation of the consolidated 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 Company’s internal control.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Accordingly, we express no such opinion.

An
audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Other Matter

The
consolidated financial statements of the Company, for the year ended December 31, 2015 were audited by another auditor who expressed
an unmodified opinion on those statements on April 8, 2016.



“DMCL”

DALE
MATHESON CARR-HILTON LABONTE LLP

CHARTERED
PROFESSIONAL ACCOUNTANTS

We
have served as the Company’s auditor since the year ended December 31, 2016.

Vancouver,
Canada

April
23, 2018



52







37
CAPITAL INC.

Consolidated
Balance Sheets

December
31,

(Expressed
in Canadian Dollars)



|                                                           |  | 2017 |             | 2016
|---------------------------------------------------------- |  | ---- | ----------- | ----
|Assets                                                     |  |      |             |     
|Current                                                    |  |      |             |     
|Cash                                                       |  | $    | 891         |     
|GST receivable                                             |  |      | 2,119       |     
|                                                           |  |      | 3,010       |     
|                                                           |  |      |             |     
|Mineral Property Interests (note 6)                        |  |      | 1           |     
|Investment (note 7)                                        |  |      | 1           |     
|                                                           |  |      |             |     
|Total Assets                                               |  | $    | 3,012       |     
|                                                           |  |      |             |     
|Liabilities                                                |  |      |             |     
|                                                           |  |      |             |     
|Current                                                    |  |      |             |     
|Accounts payable and accrued liabilities (note 8)          |  | $    | 200,400     |     
|Due to related parties (note 9)                            |  |      | 134,287     |     
|Refundable subscription (note 10)                          |  |      | 10,000      |     
|Loan payable (note 11)                                     |  |      | 103,924     |     
|Convertible debentures (note 12)                           |  |      | 504,191     |     
|                                                           |  |      |             |     
|Total Liabilities                                          |  |      | 952,802     |     
|                                                           |  |      |             |     
|Stockholders’ Deficiency                                   |  |      |             |     
|                                                           |  |      |             |     
|Capital Stock (note 13)                                    |  |      | 25,770,450  |     
|Equity Portion of Convertible Debentures Reserve (note 12) |  |      | 33,706      |     
|Reserves                                                   |  |      | 5,115       |     
|Deficit                                                    |  |      | (26,759,061 | )   
|                                                           |  |      |             |     
|Total Stockholders’ Deficiency                             |  |      | (949,790    | )   
|                                                           |  |      |             |     
|Total Liabilities and Stockholders’ Deficiency             |  | $    | 3,012       |     



Commitments
(note 16)

Event
after Reporting Period (note 19)

On
behalf of the Board:

”Jake
H. Kalpakian” (signed)

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

Jake
H. Kalpakian

“Gregory
T. McFarlane” (signed)

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

Gregory
T. McFarlane

See
notes to consolidated financial statements

53







37
CAPITAL INC.

Consolidated
Statements of Comprehensive Loss

Years
Ended December 31,

(Expressed
in Canadian Dollars)



|                                                     |  | 2017 |           | 2016 |  | 2015
|---------------------------------------------------- |  | ---- | --------- | ---- |  | ----
|Expenses                                             |  |      |           |      |  |     
|Office (note 9)                                      |  | $    | 111,434   |      |  | $   
|Finance and interest (notes 9 and 12)                |  |      | 42,372    |      |  |     
|Management fees (note 9)                             |  |      | —         |      |  |     
|Legal, accounting and audit                          |  |      | 30,246    |      |  |     
|Rent (note 9)                                        |  |      | 28,627    |      |  |     
|Regulatory and transfer fees                         |  |      | 6,051     |      |  |     
|Consulting                                           |  |      | —         |      |  |     
|Telephone, travel, meals and entertainment           |  |      | 823       |      |  |     
|Shareholder communication                            |  |      | 758       |      |  |     
|                                                     |  |      | (220,311  | )    |  |     
|                                                     |  |      |           |      |  |     
|Other Income                                         |  |      | 36,377    |      |  |     
|                                                     |  |      |           |      |  |     
|Total Comprehensive Loss                             |  | $    | (183,934  | )    |  | $   
|                                                     |  |      |           |      |  |     
|Basic and Diluted Loss per Common Share              |  | $    | (0.07     | )    |  | $   
|                                                     |  |      |           |      |  |     
|Weighted Average Number of Common Shares Outstanding |  |      | 2,782,996 |      |  |     



See
notes to consolidated financial statements

54







37
CAPITAL INC.

Consolidated
Statements of Changes in Stockholders’ Deficiency

(Expressed
in Canadian Dollars)



|                                                                        |  | Capital Stock |           |        |  | Reserves                                         |            |          |  |        
|----------------------------------------------------------------------- |  | ------------- | --------- | ------ |  | ------------------------------------------------ | ---------- | -------- |  | -------
|                                                                        |  | Common Shares |           | Amount |  | Equity Portion of Convertible Debentures Reserve |            | Warrants |  | Options
|Balance, December 31, 2014                                              |  |               | 1,067,724 |        |  | $                                                | 25,272,401 |          |  | $      
|Net loss for the year                                                   |  |               | —         |        |  |                                                  | —          |          |  |        
|Convertible debentures (Note 12)                                        |  |               | —         |        |  |                                                  | —          |          |  |        
|Balance, December 31, 2015                                              |  |               | 1,067,724 |        |  |                                                  | 25,272,401 |          |  |        
|Net loss for the year                                                   |  |               | —         |        |  |                                                  | —          |          |  |        
|Issue of common shares and warrants, net of share issue costs (Note 13) |  |               | 1,000,000 |        |  |                                                  | 99,800     |          |  |        
|Expiry of options                                                       |  |               | —         |        |  |                                                  | —          |          |  |        
|Dividend upon redemption of reorganization shares (note 5)              |  |               | —         |        |  |                                                  | —          |          |  |        
|Balance, December 31, 2016                                              |  |               | 2,067,724 |        |  |                                                  | 25,372,201 |          |  |        
|Net loss for the year                                                   |  |               | —         |        |  |                                                  | —          |          |  |        
|Issue of common shares for debt (Note 13)                               |  |               | 4,424,985 |        |  |                                                  | 398,249    |          |  |        
|Balance, December 31, 2017                                              |  |               | 6,492,709 |        |  | $                                                | 25,770,450 |          |  | $      



See
notes to consolidated financial statements

55







37
CAPITAL INC.

Consolidated
Statements of Cash Flows

Years
Ended December 31,

(Expressed
in Canadian Dollars)



|                                                                 |  | 2017 |          | 2016 |  | 2015
|---------------------------------------------------------------- |  | ---- | -------- | ---- |  | ----
|Operating Activities                                             |  |      |          |      |  |     
|Net loss                                                         |  | $    | (183,934 | )    |  | $   
|Items not involving cash                                         |  |      |          |      |  |     
|Interest expense on convertible debentures                       |  |      | 33,976   |      |  |     
|                                                                 |  |      | (149,958 | )    |  |     
|Changes in non-cash working capital (note 14)                    |  |      | 149,537  |      |  |     
|Cash Used in Operating Activities
    Financing Activities       |  |      | (421     | )    |  |     
|Issue of common shares and warrants, net of share issuance costs |  |      | —        |      |  |     
|Issue of convertible debentures                                  |  |      | —        |      |  |     
|Cash Provided by Financing Activities                            |  |      | —        |      |  |     
|Net Increase (Decrease) in Cash                                  |  |      | (421     | )    |  |     
|Cash, Beginning of Year                                          |  |      | 1,312    |      |  |     
|Cash, End of Year                                                |  | $    | 891      |      |  | $   



Supplemental
information (note 14)

See
notes to consolidated financial statements

56







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



1.
NATURE OF BUSINESS



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

The
shares of the Company trade on the Canadian Securities Exchange under the symbol “JJJ”, and trade on the OTCQB tier
of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located
at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 1055
West Georgia Street, Suite 1500, PO Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.

On
February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns
Capital Inc. (“4 Touchdowns”) in British Columbia, Canada. On April 30, 2015, the Company entered into an arrangement
agreement with 27 Red and 4 Touchdowns (the “Arrangement”). The Arrangement was completed on February 12, 2016 (note
5). As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries
of the Company.

2. GOING CONCERN



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

Several
adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over
the past three fiscal years (2017 - $183,934; 2016 - $347,963; 2015 - $334,993). As of December 31, 2017, the Company has an accumulated
deficit of $26,759,061, a working capital deficiency of $949,792 and is in default of its convertible debentures. As the Company
has limited resources and no sources of operating cash flow, there can be no assurances whatsoever that sufficient funding will
be available for the Company to continue operations for an extended period of time.

The
application of the going concern concept is dependent upon the Company’s ability to raise sufficient funding to pay creditors
and to satisfy its liabilities as they become due. Management is actively engaged in the review and due diligence on opportunities
of merit and is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance whatsoever
that management’s plan will be successful.

If
the going concern assumption were not appropriate for these consolidated 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
consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International
Financial Reporting interpretation Committee (“IFRIC”).



57







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



3. 3.	BASIS OF PRESENTATION (Continued)



(b) Basis of presentation



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

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

(c) Approval of the consolidated financial statements



These
consolidated financial statements were approved and authorized for issue by the Board of Directors on April 23, 2018.

(d) Reclassification



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

(e) Use of estimates and judgments



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

• assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that give rise to significant uncertainty.



The
key estimates applied in the preparation of the consolidated 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; and



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



58







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4.
SIGNIFICANT ACCOUNTING POLICIES



The significant accounting policies of the Company include the following:



(a) Principles of consolidation



Subsidiaries
are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies
of a Company so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable
are taken into account. The financial statements of the Company’s former wholly-owned subsidiaries, 27 Red and 4 Touchdowns
are included in the consolidated financial statements from the date that control commenced to the date that control ceased.

Intercompany
balances and transactions and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing
the consolidated financial statements.

(b) Financial instruments



i) Financial assets



The
Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss (“FVTPL”),
loans and receivables, held-to-maturity and available for sale (“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.

59







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4. SIGNIFICANT ACCOUNTING POLICIES(Continued)



(b) Financial
instruments (Continued)

(i) Financial assets (Continued)



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.

(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 reporting 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 to profit or 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 profit or loss in the period the impairment occurred.

60







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4. SIGNIFICANT
ACCOUNTING POLICIES(Continued)

(c) Mineral property interests



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

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

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.

(d) Impairment



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

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

61







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4.  SIGNIFICANT
ACCOUNTING POLICIES(Continued)

(e) Decommissioning liabilities



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

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

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

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

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.

(f) Income taxes



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

Deferred
tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences
attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis. Deferred
tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset
is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that substantive enactment occurs.

A
deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which
the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority
and the Company intends to settle its current tax assets and liabilities on a net basis.

62







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4.  SIGNIFICANT
ACCOUNTING POLICIES(Continued)

(g)
Share-based payments



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



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

(h) Convertible debentures



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

(i) Loss per share



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

63







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



4. SIGNIFICANT
ACCOUNTING POLICIES(Continued)

(j) Capital stock



Proceeds
from the exercise of stock options and warrants are recorded as capital stock. The proceeds from the issuance of units of the
Company are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are
allocated first to capital stock based on the fair value of the common shares at the time the units are issued and any residual
value is allocated to the warrants. When the warrants are exercised, the related value is transferred from the warrant reserve
to capital stock. For unexercised warrants that expire, the recorded value is transferred from the warrant reserves to deficit.

(k) Foreign currency translation



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

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



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



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



Exchange
differences are recognized in profit or loss in the period which they arise.

(l) Accounting standards issued but not yet applied



At
the date of the approval of the financial statements, a number of standards and interpretations were issued but not effective.
The Company considers that these new standards and interpretations are either not applicable or are not expected to have a significant
impact on the Company’s financial statements.

5. PLAN OF ARRANGEMENT



On
February 26, 2015, the Company incorporated two wholly-owned private British Columbia subsidiaries, 27 Red Capital Inc. (“27
Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement
agreement with 27 Red and 4 Touchdowns. In respect to the Arrangement, the Company applied for an Interim Order which was granted
on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received final court approval for the
Arrangement.

The
Company completed the Arrangement with 27 Red and 4 Touchdowns on February 12, 2016 (“Effective Date”). On the Effective
Date, shareholders of the Company received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization
Share of the Company. On the Effective Date, all of the Class 1 Reorganization Shares were transferred by the shareholders of
the Company to 27 Red in exchange for 2,067,724 common shares of 27 Red on a pro rata basis (resulting in one common share of
27 Red being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class
1 Reorganization Shares held by 27 Red by a cash payment of $20,677 and issuance of a promissory note of $20,677. The promissory
note is non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

64







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



5.
PLAN OF ARRANGEMENT (Continued)



On
the Effective Date, all of the Class 2 Reorganization Shares were transferred by the shareholders of the Company to 4 Touchdowns
in exchange for 2,067,724 common shares of 4 Touchdowns on a pro rata basis (resulting in one common share of 4 Touchdowns being
issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization
Shares held by 4 Touchdowns by a cash payment of $20,677 and issuance of a promissory note of $20,677. The promissory note is
non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns
as a capital distribution and recorded as a dividend.

6.
MINERAL PROPERTY INTERESTS



Extra
High Claims

The
Company holds a 33% interest in the Extra High Claims located in British Columbia. The Extra High Claims expire on December 25,
2019.

Ontario
Mineral Leases (Lithium)

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

7. INVESTMENT



In
April 2013, the Company entered into an agreement with a Mexican gaming company whereby as at December 31, 2013 the Company invested
$800,000 in the Mexican gaming company. As at December 31, 2014, the Company assessed the fair value of its investment in
the Mexican gaming company and recorded impairment of $799,999 on the Company’s investment.

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITES



|                    |  | December 31, 2017 |         | December 31,
                                                                                2016
|------------------- |  | ----------------- | ------- | -------------------------------------------------------------------------------------------------
|Trade payables      |  | $                 | 173,647 |                                                                                                  
|Accrued liabilities |  |                   | 26,753  |                                                                                                  
|                    |  | $                 | 200,400 |                                                                                                  





65









37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



9.
RELATED PARTY TRANSACTIONS



As
at December 31, 2017 and 2016, the amounts due to related parties are unsecured, payable on demand which consist of the following:

|                                                        |  | 2017 |         | 2016
|------------------------------------------------------- |  | ---- | ------- | ----
|Advances from directors (interest at prime plus 1%)     |  | $    | 104,435 |     
|Entities controlled by directors (non-interest-bearing) |  |      | 29,852  |     
|                                                        |  | $    | 134,287 |     



Included
in convertible debentures and accrued interest is $339,589 (2016 - $317,089) owing to the Chief Executive Officer and to a former
director of the Company (note 12).

During
the years ended December 31, 2017, 2016 and 2015, the following amounts were charged by related parties.

|                                                                                                                          |  | 2017 |         | 2016 |  | 2015
|------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|Interest charged on amounts due to related parties                                                                        |  | $    | 3,301   |      |  | $   
|Interest on convertible debentures                                                                                        |  |      | 30,000  |      |  |     
|Rent charged by entities with common directors (note 16)                                                                  |  |      | 28,627  |      |  |     
|Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors (note 16) |  |      | 85,186  |      |  |     
|                                                                                                                          |  | $    | 147,114 |      |  | $   



The
Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, and Green
Arrow Resources Inc. (“Green Arrow”), a formerly related company, had 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 which was extended until July
31, 2016. The office lease agreement was further extended for a period of one year until July 31, 2017. Under the office lease
agreement, as of August 1, 2016, the three companies were required to pay a monthly base rent of $7,194 plus property and operating
expenses for the leased premises. A lease deposit of $10,000 was made by Jackpot. As of December 1, 2016, Green Arrow is no longer
obligated or required to pay its proportionate share of the office rent.

The
remuneration of directors and key management personnel during the years ended December 31, 2017, 2016 and 2015 is as follows:

|                |  | 2017 |   | 2016 |  | 2015
|--------------- |  | ---- | - | ---- |  | ----
|Management fees |  | $    | — |      |  | $   



The
Company had an agreement for management services (the “Management Services Agreement”) with Kalpakian Bros. of B.C.
Ltd. (“Kalpakian Bros.”), a private company owned by a director and a former director of the Company. Effective as
of August 1, 2016, the Management Services Agreement was terminated by mutual consent.

66







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



9.
RELATED PARTY TRANSACTIONS (Continued)

During
the year ended December 31, 2017, the Company executed consulting agreements with 27 Red and 4 Touchdowns, entities with common
directors, whereby the Company charged $36,377 (2016 - $nil) consulting fees for services provided. The consulting income has
been recorded in other income.

10. REFUNDABLE SUBSCRIPTION



During
the year ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement totalling
$45,000 and the Company refunded $35,000. As of December 31, 2017 the remaining $10,000 (2016 - $10,000) is owing.

11. LOAN PAYABLE



During
the year ended December 31, 2016, the Company entered into an agreement with an arm’s length party whereby the party would
pay certain debts owed by the Company. The loan is non-interest bearing, unsecured and due on demand. As of December 31, 2017,
the balance payable is $103,924 (2016 - $103,924).

12. CONVERTIBLE DEBENTURES FINANCING



Convertible
Debentures Financing 2015

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

As
of December 31, 2017, the convertible debentures are in default; however, the Company has not been served with a default notice.

Convertible
Debentures Financing 2013

During
the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000. The convertible
debentures have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% per annum payable
on a quarterly basis. The 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
with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference
between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the
initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the
amount of $61,928 has been recorded under the equity portion of convertible debentures.

67







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



12. CONVERTIBLE DEBENTURES FINANCING (Continued)

Convertible
Debentures Financing 2013 (Continued)

Pursuant
to the financing, the Company has made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent
warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitles the holder to purchase one additional
common share of the Company at a price of $1.50 per share until July 23, 2018. The amount of transaction costs directly attributable
to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551
and $3,564, respectively. 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 amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest
was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount
of $52,562.

As
of December 31, 2017, one convertible debenture is in default and another convertible debenture has been extended indefinitely,
however, the Company has not been served with a default notice.

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

|                                   |  | Liability Component |         | Equity Component |  | Total
|---------------------------------- |  | ------------------- | ------- | ---------------- |  | -----
|Balance, December 31, 2014         |  | $                   | 123,125 |                  |  | $    
|Gross proceeds to allocate         |  |                     | 222,006 |                  |  |      
|Accretion of discount              |  |                     | 34,924  |                  |  |      
|Interest accrued                   |  |                     | 44,589  |                  |  |      
|Balance, December 31, 2015         |  |                     | 424,644 |                  |  |      
|Accretion of discount              |  |                     | 571     |                  |  |      
|Interest accrued                   |  |                     | 45,000  |                  |  |      
|Balance, December 31, 2016         |  |                     | 470,215 |                  |  |      
|Accretion of discount (adjustment) |  |                     | (11,024 | )                |  |      
|Interest accrued                   |  |                     | 45,000  |                  |  |      
|Balance, December 31, 2017         |  | $                   | 504,191 |                  |  | $    



68







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



13. CAPITAL STOCK



(a) Authorized



Unlimited
number of common and preferred shares without par value.

As
of December 31, 2017, there are no preferred shares issued.

(b) Issued



As
of December 31, 2017, there are 6,492,709 common shares issued and outstanding.

During
the year ended December 31, 2017, the Company completed the following transaction:

• The Company entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors and shareholders. The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,499 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.12 per share until November 2, 2022.



As
a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s current
issued and outstanding common shares are owned by Jackpot.

During
the year ended December 31, 2016, the Company completed the following financing:

• On January 4, 2016, the Company closed a non-brokered private placement issuing 1,000,000 units at $0.10 per unit for gross proceeds to the Company of $100,000. Each unit consists of one common share of the Company and one share purchase warrant exercisable for one additional common share of the Company at an exercise price of $0.135 per common share until January 4, 2021.



There
were no shares issued during the year ended December 31, 2015.

69







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



13. CAPITAL STOCK (Continued)



(c)
Warrants



Warrants
activity is as follows:

|                           |  | Number of Warrants |           | Weighted Average Exercise Price
|-------------------------- |  | ------------------ | --------- | -------------------------------
|Balance, January 1, 2015   |  |                    | 270,835   |                                
|Expired                    |  |                    | (267,502  | )                              
|Issued                     |  |                    | 1,000,000 |                                
|Balance, December 31, 2016 |  |                    | 1,003,333 |                                
|Expired                    |  |                    | —         |                                
|Issued                     |  |                    | 4,424,985 |                                
|Balance, December, 2017    |  |                    | 5,428,318 |                                



As
of December 31, 2017, the following warrants were outstanding:

|Expiry Date      |  | Exercise Price |       | Number of Warrants Outstanding
|---------------- |  | -------------- | ----- | ------------------------------
|July 23, 2018    |  |                | 1.50  |                               
|January 4, 2021  |  |                | 0.135 |                               
|November 2, 2022 |  |                | 0.12  |                               
|                 |  |                |       |                               



The
weighted average remaining contractual life for warrants outstanding at December 31, 2017 is 4.50 years.

(d) Stock
options

The
Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees
and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated
from time to time on a rolling basis. The terms of the options are determined at the date of grant.

70







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



13. CAPITAL STOCK(Continued)



(d)  Stock
options (continued)

Options
activity is as follows:

|                                    |  | Number of Options |         | Weighted Average Exercise Price
|----------------------------------- |  | ----------------- | ------- | -------------------------------
|Balance, December 31, 2015          |  |                   | 33,334  |                                
|Expired                             |  |                   | (33,334 | )                              
|Balance, December 31, 2016 and 2017 |  |                   | —       |                                



As
of December 31, 2017, there were no stock options outstanding.

14. CHANGES IN NON-CASH WORKING CAPITAL



|                                                    |  | 2017 |          | 2016 |  | 2015
|--------------------------------------------------- |  | ---- | -------- | ---- |  | ----
|GST receivable                                      |  | $    | 2,489    |      |  | $   
|Accounts payable and accrued liabilities            |  |      | 435,409  |      |  |     
|Due to related parties                              |  |      | (288,361 | )    |  |     
|                                                    |  | $    | 149,537  |      |  | $   
|Supplemental information                            |  |      |          |      |  |     
|Non-cash items                                      |  |      |          |      |  |     
|Interest expense included in convertible debt       |  | $    | 33,976   |      |  | $   
|Interest expense included in due to related parties |  | $    | 3,301    |      |  | $   



15. INCOME TAXES



Income
tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 26.00% to income
before income taxes.

|                                             |  | 2017 |         | 2016 |  | 2015
|-------------------------------------------- |  | ---- | ------- | ---- |  | ----
|Loss before income taxes                     |  | $    | 183,934 |      |  | $   
|Statutory income tax rate                    |  |      | 26.00   | %    |  |     
|Expected income tax benefit                  |  |      | 47,823  |      |  |     
|Items not deductible for income tax purposes |  |      | —       |      |  |     
|Underprovided in prior years                 |  |      | (18,429 | )    |  |     
|Unrecognized benefit of deferred tax assets  |  |      | (29,394 | )    |  |     
|Income tax expense                           |  | $    | —       |      |  | $   



71







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



15. INCOME
TAXES(Continued)

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

|                                                                                            |  | 2017 |           | 2016
|------------------------------------------------------------------------------------------- |  | ---- | --------- | ----
|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                                                                            |  |      | —         |     
|Non-capital losses carried forward                                                          |  |      | 3,786,737 |     
|Capital losses carried forward                                                              |  |      | 993,649   |     
|Unrecognized deductible temporary differences                                               |  | $    | 8,487,922 |     



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

|2027 |  | $ | 590,000   |  |  | $ | 590,000   | 
|---- |  | - | --------- |  |  | - | --------- | 
|2028 |  |   | 306,000   |  |  |   | 306,000   | 
|2029 |  |   | 487,000   |  |  |   | 487,000   | 
|2030 |  |   | 454,000   |  |  |   | 454,000   | 
|2031 |  |   | 336,000   |  |  |   | 333,000   | 
|2032 |  |   | 122,000   |  |  |   | 163,000   | 
|2033 |  |   | 213,000   |  |  |   | 172,000   | 
|2034 |  |   | 457,000   |  |  |   | 457,000   | 
|2035 |  |   | 344,000   |  |  |   | 344,000   | 
|2036 |  |   | 284,000   |  |  |   | 358,000   | 
|2037 |  |   | 194,000   |  |  |   | —         | 
|     |  | $ | 3,787,000 |  |  | $ | 3,664,000 | 



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.

72







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



16. COMMITMENTS



a)
During April 2017, the Company together with Jackpot entered into an office lease agreement with an arm’s length party (the
“Lease”). The Lease has a three-year term with a commencement date of August 1, 2017. The annual basic rent is $121,396
plus estimated annual operating costs of approximately $88,000. The Company’s share of the office basic rent and operating
costs is $28,800 plus applicable taxes per annum.

b)
The Company has an agreement for office support services with Jackpot, a company with common directors. Under the agreement, the
Company is entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. The agreement
expires on April 30, 2018. The agreement can be terminated by either party upon giving three months’ written notice.

17.
CAPITAL MANAGEMENT



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

The
Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration
and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary
corporate and administrative functions to facilitate these activities. This is done primarily through equity and debt financing.
Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds
in the future. There were no changes to the Company’s approach to capital management during the year ended December 31,
2017. The Company is not subject to externally imposed capital requirements.

18. 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.



73







37 CAPITAL INC.

Notes to Consolidated Financial Statements

Years Ended December 31, 2017 and 2016

(Expressed in Canadian Dollars)



18. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)



(c) Credit risk



Credit
risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations.

The
financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The
Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d) Liquidity risk



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

At
December 31, 2017, the Company had cash of $891 (2016 - $1,312) available to apply against short-term business requirements
and current liabilities of $952,802 (2016 - $1,170,027). All of the current liabilities, are due within 90 days. Amounts due to
related parties are due on demand.

(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, 2017, 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 convertibledebentures.

19. EVENT AFTER REPORTING PERIOD



(a) A total of 500,000 share purchase warrants at $0.135 per share have been exercised for total proceeds to the Company of $67,500.



74







Form
51-102F1



37
CAPITAL INC.



Management’s
Discussion & Analysis

Audited
Consolidated Financial Statements for the

Year
ended December 31, 2017



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 consolidated financial
statements for the years ended December 31, 2017 and 2016 and the notes thereto.

The
financial statements, including comparatives, have been prepared using accounting policies in accordance with International Financial
Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s
consolidated 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, 2018.

Forward-Looking
Statements

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

Description
of Business

The
Company is a junior mineral exploration company.

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

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

75







Selected
Annual Information

Selected
annual information from the consolidated financial statements (audited) for the three years ended December 31, 2017, 2016 and
2015 is shown in the following table:

|                                                           |  | Year Ended December 31, 2017 |          | Year Ended December 31, 2016 |  | Year Ended December 31, 2015
|---------------------------------------------------------- |  | ---------------------------- | -------- | ---------------------------- |  | ----------------------------
|Revenue                                                    |  |                              | 0        |                              |  |                             
|Interest income                                            |  |                              | 0        |                              |  |                             
|Expenses                                                   |  |                              | (220,311 | )                            |  |                             
|Basic and diluted loss per common share before other items |  |                              | (0.07    | )                            |  |                             
|Comprehensive loss                                         |  |                              | (183,934 | )                            |  |                             
|Total assets                                               |  |                              | 3,012    |                              |  |                             
|Long-term financial obligations                            |  |                              | 0        |                              |  |                             
|Cash dividends                                             |  |                              | 0        |                              |  |                             



Results
of Operations

In
Canada, 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 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located
at 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, BC V6E 4N7. The Company’s registrar and transfer agent
is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.

For
the year ended December 31, 2017:

| | • | The
                                         Company’s operating expenses were $220,311 as compared to $347,963 for the corresponding
                                         period in 2016 and as compared to $334,993 for the corresponding period in 2015.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company recorded a comprehensive loss of $183,934 as compared to a comprehensive loss
                                         of $347,963 during the corresponding period in 2016 as compared to a comprehensive loss
                                         of $334,993 during the corresponding period in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s basic and diluted loss per common share was $0.07 as compared to a basic
                                         and diluted loss of $0.17 during the corresponding period in 2016 as compared to a basic
                                         and diluted loss of $0.31 during the corresponding period in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total assets were 3,012 as compared to $5,922 during the corresponding
                                         period in 2016 as compared to $3,277 during the corresponding period in 2015.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company’s total liabilities were $952,802 as compared to $1,170,027 during the
                                         corresponding period in 2016 as compared to $836,510 during the corresponding period
                                         in 2015.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | The
                                         Company had a working capital deficiency of $949,792 as compared to a working capital
                                         deficiency of $1,164,107 during the corresponding period in 2016 as compared to a working
                                         capital deficiency of $833,235 during the corresponding period in 2015.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



76







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

Plan
of Arrangement

On
February 26, 2015, the Company incorporated two wholly-owned private British Columbia subsidiaries, 27 Red Capital Inc. (“27
Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement
agreement (the “Arrangement Agreement”) with 27 Red and 4 Touchdowns. A copy of the Arrangement Agreement is available
on www.SEDAR.com.

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

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

The
Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement
was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common
share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant
to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange
for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1
being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1
Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 27 Red as a capital distribution and recorded as a dividend.

Furthermore
on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange
for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2
being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2
Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory
note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’
of 4 Touchdowns as a capital distribution and recorded as a dividend.

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

On
September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy
and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to
the Company was $18,188.65 for the Term of the Agreement.

On
October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy
and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns
to the Company was $18,188.65 for the Term of the Agreement.

77







On
August 23, 2016, Mr. Neil Spellman of Carlsbad, California, joined the Board of Directors of the Company.

On
January 13, 2017, a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company
for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s
solicitor Clark Wilson LLP. On February 21, 2017, an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and
310047 B.C. Ltd., and JAMCO Capital Partners Inc. (“JAMCO”) whereby the outstanding debt in the amount of $53,024.40
was assigned to JAMCO. The Company has acknowledged this assignment to JAMCO and has agreed to adjust the Company’s financial
accounts and records to reflect this assignment. JAMCO is an arm’s length party to the Company. As a result of this Assignment
of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C.
Ltd. and Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.

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

The
Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s
Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC
V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants,
7th floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8. The telefax number is
(604) 688-4675.

During
the year ended December 31, 2017, the Company has entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”),
and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors.
The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s
outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office
expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding
debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 175,000 units of the Company at the price of $0.09
per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1,
2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable
at a price of $0.12 per share for a period of five years. The securities that have been issued were subject to a hold period which
expired on March 3, 2018.

As
a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s current
issued and outstanding common shares are owned by Jackpot.

At
the Company’s Annual General Meeting which was held on November 15, 2017 Mr. Bedo Kalpakian did not stand for re-election.
At this Meeting, the Company’s shareholders passed all the resolutions presented including the re-election of Jacob H. Kalpakian,
Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman as Directors of the Company; re-appointed the Company’s Auditor,
Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to
fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.

During
January 2018, the Company announced that it intends to enter into a non-brokered private placement financing to raise up to $750,000
by the issuance of up to 5,000,000 units of the Company. However, as of the date of this MD&A this proposed non-brokered private
placement financing has not taken place and has expired.

78







Mineral
Properties

1. Extra High Claims

As
at the date of this MD&A, the Company holds a 33% interest and Colt Resources Inc. (“Colt”) holds a 67% interest
in the Extra High Claims located in British Columbia. Colt is the operator of the Extra High Claims. 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 Claims will be converted to a 0.5% NSR.
The Extra High Claims are subject to a 1.5% net smelter returns royalty to a third party, 50% of which, or 0.75%, can be purchased
at any time by paying $500,000 to the third party.

Neither
the Company nor the operator of the Extra High Claims has incurred any significant exploration or evaluation expenditures in recent
years with respect to the Extra High Claims. Accordingly, during the fiscal year ended 2011, the Company has recognized an impairment
provision of $151,339 to reduce the carrying amount to $1. The Company did not incur any expenditures on the Extra High Claims
during the years 2015 and 2014, however during 2016 the Company transferred from its PAC account with the Mineral Titles Office
of the Province of British Columbia credits totalling $4,096 to Colt’s PAC account to enable Colt to use the credits towards
assessment filing on the Extra High Claims.

On
March 31, 2016, the Company together with Colt have extended to December 25, 2019 the expiry date of certain mineral claims totalling
650 hectares which comprise the Extra High Claims. During 2016, the Company together with Colt have abandoned a total of 427 hectares
of mineral claims which were previously part of the Extra High Claims. A 2016 Assessment Report on Preliminary Metallurgical Testing
on the Extra High Claims was prepared by J.W. Murton on May 20, 2016 on behalf of Colt.

2. Ontario
Mineral Leases (Lithium)

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

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 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 its investment
and recorded impairment of $799,999 on its investment due to nominal royalty payments received by the Company. As of the date
of this MD&A, the Company does not expect to recover its investment in the Mexican gaming company.

Fourth
Quarter (December 31, 2017)

During
the three months [fourth quarter] period ended December 31, 2017:

|• |  | The Company
had a comprehensive loss of $19,840 or $ 0.00 per share as compared to a comprehensive loss of $142,396 or $0.07 per share during
the same three-month period (fourth period) ended December 31, 2016 and as compared to a comprehensive loss of $90,042 or $0.08
per share during the same three-month period (fourth period) ended December 31, 2015.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | The Company’s
Operating costs were $66,459 as compared to $142,396 for the same period in 2016 as compared to $90,042 for the same period in
2015.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

79







Summary
of Quarterly Results



|For the Quarterly Periods ended: |  | December 31, 2017 |                  | September 30, 2017 |  | June 30, 2017 |                    | March 31, 2017
|-------------------------------- |  | ----------------- | ---------------- | ------------------ |  | ------------- | ------------------ | --------------
|Total Revenues                   |  |                   | 0                |                    |  |               | 0                  |               
|Net loss and comprehensive loss  |  |                   | (30,082          | )                  |  |               | (45,160            | )             
|Loss per common share            |  |                   | (0.01            | )                  |  |               | (0.02              | )             
|                                 |  |                   |                  |                    |  |               |                    |               
|For the Quarterly Periods ended: |  |                   | December
31,2016 |                    |  |               | September
30, 2016 |               
|Total Revenues                   |  |                   | 0                |                    |  |               | 0                  |               
|Net loss and comprehensive loss  |  |                   | (142,396         | )                  |  |               | (50,133            | )             
|Loss per common share            |  |                   | (0.07            | )                  |  |               | (0.02              | )             



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

Risks
related to our Business

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

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

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

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

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



80







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

|• |  | Due to the
current difficult market conditions for junior mineral exploration companies, the Company may not be able to raise sufficient
funds to meet its ongoing obligations.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|• |  | In respect to the Company’s investment in the Mexican gaming company, there
are no assurances whatsoever that in the future the Company can recover its investment or that the Company can receive any royalty
revenues.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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
2018, the Company shall require at least $300,000 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, 2017:

|• |  | the Company’s
total assets were $3,012 as compared to $5,922 for the year ended December 31, 2016 and as compared to $3,277 for the year ended
December 31, 2015.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company’s
total liabilities were $952,802 as compared to $1,170,027 for the year ended December 31, 2016 and as compared to $836,510 for
the year ended December 31, 2015.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company
had $891 in cash as compared to $1,312 in cash for the year ended December 31, 2016 and as compared to $783 in cash as for the
year ended December 31, 2015.
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|• |  | the Company
had GST receivable in the amount of $2,119 as compared to $4,608 for the year ended December 31, 2016 and as compared to $2,492
for the year ended December 31, 2015.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



81







Shares
for Debt Financing

During
the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot and Kalpakian Bros. whereby
the Company issued a total number of 4,424,985 units of the Company in settlement of the Company’s outstanding debts totaling
$398,249. For further particulars, please see Results of Operations of this MD&A.

Private
Placement Financing

There
were no share financings during the year ended December 31, 2017.

On
January 4, 2016 the Company closed the first and last tranche of the non-brokered private placement which was announced on July
31, 2015 and the Company issued an aggregate of 1,000,000 Units at $0.10 per Unit for total proceeds to the Company of $100,000.
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 $0.135 per common share until January 4, 2021. All securities
issued in connection with this financing included a hold period in accordance with applicable securities law. A former director
of the Company and a family member subscribed to this non-brokered private placement.

There
were no share financings during the year ended December 31, 2015.

Warrants

As
at December 31, 2017, a total of 5,428,318 warrants with a weighted average exercise price of $0.12 per warrant share were outstanding.
Subsequent to the year ended December 31, 2017, a total of 500,000 share purchase warrants at $0.135 per share have been exercised
for total proceeds to the Company of $67,500.

While
there are no assurances whatsoever that warrants may be exercised, however if any warrants are exercised in the future, then any
funds received by the Company from the exercising of warrants shall be used for general working capital purposes.

Loan
2016

The
Company has borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company
to some of its creditors. The borrowed amount of $103,924 is non-interest bearing, unsecured and is payable on demand.

Refundable
Subscription

During
the twelve months ended December 31, 2016, the Company cancelled subscription agreements from a non-brokered private placement
financing which was announced on July 31, 2015 from three subscribers totalling $45,000. The Company has refunded $35,000 to two
subscribers. The refundable subscription of $10,000 is included in Current Liabilities.

Convertible
Debentures Financing 2015

On
January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000.
The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis.
The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability
component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion
option, which was calculated based on the application of a market interest rate of 20%. On the initial recognition of the convertible
debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under
the equity portion of convertible debenture reserve.

82







As
of December 31, 2017, the two convertible debentures are in default; however, the Company has not been served with a default notice.

Convertible
Debentures Financing 2013

During
the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several
arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bear interest
at the rate of 15% per annum payable on a quarterly basis. The 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 with no equity conversion option, which was calculated based on the application of a
market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability
component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been
recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.

Pursuant
to the financing, the Company has made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent
warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitles the holder to purchase one additional
common share of the Company at a price of $1.50 per share until July 23, 2018. The amount of transaction costs directly attributable
to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551
and $3,564, respectively. 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 amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest
was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount
of $52,562.

As
of December 31, 2017, one convertible debenture is in default and another convertible debenture has been extended indefinitely,
however, the Company has not been served with a default notice.

Stock
Options

As
at December 31, 2017, there were no outstanding stock options (December 31, 2016 - Nil)

Significant
Accounting Policies

The
Annual Audited Consolidated Financial Statements for the year ended December 31, 2017 have been prepared in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”)
and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).

The
Significant Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Consolidated Financial Statements
for the year ended December 31, 2017.

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.

83







Related
Party Transactions

The
Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.
The Company previously shared office space and certain employees with Green Arrow Resources Inc. (“Green Arrow”) up
to November 30, 2016. Green Arrow was formerly related to the Company and Jackpot.

The
Company together with Jackpot and Green Arrow had 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 which was extended until July 31, 2016. The office lease agreement
was further extended for a period of one year until July 31, 2017. Under the office lease agreement, the three companies were
required to pay a monthly base rent of $7,194 plus property and operating expenses for the leased premises. A lease deposit of
$10,000 was made by Jackpot. As of December 1, 2016, Green Arrow is no longer required or obligated to pay its proportionate share
of the office rent.

During
April 2017, the Company together with Jackpot entered into an office lease agreement with an arm’s length party (the “Lease”).
The Lease has a three-year term with a commencement date of August 1, 2017. The annual basic rent is $121,396 plus estimated annual
operating costs of approximately $88,000. The Company’s share of the office basic rent and operating costs is $28,800 plus
applicable taxes per annum.

As
at December 31, 2017 and 2016, the amounts due to related parties are unsecured, payable on demand which consist of the following:

|                                                        |  | 2017 |         | 2016
|------------------------------------------------------- |  | ---- | ------- | ----
|Advances from directors (interest at prime plus 1%)     |  | $    | 104,435 |     
|Entities controlled by directors (non-interest-bearing) |  |      | 29,852  |     
|                                                        |  | $    | 134,287 |     



Included
in convertible debentures is $339,589 (December 31, 2016 - $317,089) owing to the Chief Executive Officer and to a former director
of the Company.

During
the years ended December 31, 2017, 2016 and 2015, the following amounts were charged by related parties.

|                                                                                                                |  | 2017 |         | 2016 |  | 2015
|--------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- |  | ----
|Interest charged on amounts due to related parties                                                              |  | $    | 3,301   |      |  | $   
|Interest on convertible debentures                                                                              |  |      | 30,000  |      |  |     
|Rent charged by entities with common directors                                                                  |  |      | 28,627  |      |  |     
|Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors |  |      | 85,186  |      |  |     
|                                                                                                                |  | $    | 147,114 |      |  | $   



The
remuneration of directors and key management personnel during the years ended December 31, 2017, 2016 and 2015 is as follows:

|                |  | 2017 |   | 2016 |  | 2015
|--------------- |  | ---- | - | ---- |  | ----
|Management fees |  | $    | — |      |  | $   





84







The
Company had an agreement for management services (the “Management Services Agreement”) with Kalpakian Bros., a private
company owned by a director and a former director of the Company. Effective as of August 1, 2016, the Management Services Agreement
was terminated by mutual consent.

Pursuant
to Debt Settlement Agreements with Jackpot and Kalpakian Bros., the Company has issued 4,249,985 units of the Company to Jackpot
and 175,000 units of the Company to Kalpakian Bros. For further particulars please see Results of Operations of this MD&A.

On
April 25, 2017, the Company made a payment to Green Arrow in the amount of $27,227 which was included in Due to related parties
as of December 31, 2016.

During
the year ended December 31, 2017, the Company executed consulting agreements with 27 Red and 4 Touchdowns, entities with common
directors, whereby the Company charged $36,377 (2016 - $nil) consulting fees for services provided. The consulting income has
been recorded in other income. As of the date of this MD&A, 27 Red and 4 Touchdowns are no longer related to the Company.

On
January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount
of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the
rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company
at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the
fair value of a similar liability that does not have an equity conversion option, which was calculated based on the application
of a market interest rate of 20%. The amount of $222,006 has been recorded under convertible debentures and the amount of $27,994
has been recorded under the equity portion of convertible debenture reserve. The Principal amount of $250,000 together with the
accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However,
on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. Effective
as of November 15, 2017, Bedo Kalpakian is no longer a director of the Company. As of the date of this MD&A, the Company has
not repaid to the Company’s CEO Jake Kalpakian and to its former director Bedo Kalpakian the Principal amount of $250,000
together with the accrued interest. As of December 31, 2017, the convertible debentures are in default, however, the Company has
not been served with a default notice.

On
January 4, 2016, a director of the Company and a family member acquired 1,000,000 units of the Company at the price of $0.10 per
unit. For further particulars please see Liquidity and Capital Resources of this MD&A.

The
Company has an agreement for office support services with Jackpot. Under the agreement, the Company is entitled to receive office
support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. The agreement expires on April 30, 2018.
The agreement can be terminated by either party upon giving three months’ written notice.

Jackpot
is related to the Company by virtue of the fact that Jackpot’s CEO and President, namely Jacob H. Kalpakian, is the President
& CEO of the Company, and the Chairman and CFO of Jackpot namely Bedo H. Kalpakian, was a former director of the Company.
Furthermore, Neil Spellman is a director of Jackpot and is the CFO and a director of the Company, and Gregory T. McFarlane is
a director of Jackpot and is also a director of the Company.

Green
Arrow was formerly related to the Company by virtue of the fact that Green Arrow’s former CEO and President, namely Jacob
H. Kalpakian, is the President & CEO of the Company, and a former director of Green Arrow namely Neil Spellman, is a director
and CFO of the Company. Previously, Bedo Kalpakian and Fred Tejada were directors of Green Arrow.

85







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.

(c) Credit risk



Credit
risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations.

The
financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The
Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.

(d) Liquidity risk



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

At
December 31, 2017, the Company had cash in the amount of $891 (December 31, 2016 – cash in the amount of $1,312) available
to apply against short-term business requirements and current liabilities of $952,802 (December 31, 2016 - $1,170,027). All of
the current liabilities, except for the convertible debentures, are due within 90 days. Amounts due to related parties are due
on demand.

(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, 2017, 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 Consolidated Statements of Comprehensive Loss in the
Company’s Annual Audited Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015.

86







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, 2018 |  |                      | 6,992,709         |                         |  |                          | Nil |            
|Warrants as at April 24, 2018               |  |                      | 500,000 4,424,985 |                         |  |                          | Nil |            
|Agent’s Warrants as at April 24, 2018       |  |                      | 3,333             |                         |  |                          | Nil |            
|Fully Diluted as at April 24, 2018          |  |                      | 11,921,027        |                         |  |                          | Nil |            



Director
Approval

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

Outlook

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



87







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 (2017) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto
duly authorized.



|                                 |  | 37 CAPITAL INC.                    
|-------------------------------- |  | -----------------------------------
|                                 |  |                                    
|Dated this 10th day of May, 2018 |  | /s/ Jacob H. Kalpakian             
|                                 |  | Jacob H. Kalpakian                 
|                                 |  | President & Chief Executive Officer



88