37
CAPITAL INC.

NOTICE
OF ANNUAL GENERAL MEETING





NOTICE
IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the Shareholders of 37 CAPITAL INC.(hereinafter
called the "Company") will be held on Friday, December 9, 2016, at Suite 300, 570 Granville Street, Vancouver,
British Columbia at the hour of 11:00 a.m. (Vancouver time) for the following purposes:

1.To receive and consider the audited financial
statements of the Company for the fiscal year ended December 31, 2015 and the Auditor's Report thereon;

2.            
To fix the number of Directors for the ensuing year at five;

3.            
To elect Directors for the ensuing year;

4.            
To re-appoint Smythe
LLP, Chartered Professional Accountants, as the Company’s Auditor for the ensuing year and to authorize the Directors to
fix the remuneration to be paid to the Auditor;

5.            
To re-approve the Company's Stock Option Plan; and

6.            
To transact such other business as may properly come before the Meeting.

Accompanying
this Notice is an Information Circular and Proxy with notes to Proxy.

Shareholders
unable to attend the Annual General Meeting in person should read the notes accompanying the enclosed Proxy and complete and return
the Proxy to the Company's Registrar and Transfer Agent within the time and to the location set out in the said notes to the Proxy.

The
enclosed Proxy is solicited by Management and you may amend it, if you so desire, by striking out the names listed therein and
inserting in the space provided the name of the person you wish to represent you at the Meeting.

DATED
at Vancouver, British Columbia, this 4th day of November, 2016.



| |  | BY ORDER OF THE BOARD,
| |  | ----------------------
| |  |                       
| |  | /s/ Bedo H. Kalpakian 
| |  | Bedo H. Kalpakian     
| |  | President, CEO, CFO   
| |  | Director              



1





37
CAPITAL INC.

Suite
300, 570 Granville Street

Vancouver,
BC V6C 3P1

Telephone:
(604) 681-1519

INFORMATION
CIRCULAR
(Containing Information as at November 4, 2016, unless otherwise stated)

SOLICITATION
OF PROXIES

This
Information Circular is furnished in connection with the solicitation of proxies by the Management of 37 Capital Inc. (the "Company"),
for use at the Annual General Meeting (the "Meeting") of the Shareholders of the Company, to be held on Friday, the
9th day of December, 2016, at the time and place and for the purposes set forth in the accompanying Notice of Meeting
and at any adjournment thereof. The solicitation will be primarily by mail, however, proxies may be solicited personally or
by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

APPOINTMENT
AND REVOCATION OF PROXIES

The
persons named in the accompanying form of Proxy are Directors and/or officers of the Company. A SHAREHOLDER HAS THE RIGHT TO
APPOINT A PERSON (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR HIM OR HER ON HIS OR HER BEHALF AT THE MEETING OTHER THAN
THE PERSONS NAMED IN THE ENCLOSED INSTRUMENT OF PROXY. TO EXERCISE THIS RIGHT, A SHAREHOLDER SHALL STRIKE OUT THE NAMES OF THE
PERSONS NAMED IN THE INSTRUMENT OF PROXY AND INSERT THE NAME OF HIS/HER NOMINEE IN THE BLANK SPACE PROVIDED, OR COMPLETE ANOTHER
INSTRUMENT OF PROXY. A PROXY WILL NOT BE VALID UNLESS IT IS DEPOSITED WITH THE COMPANY’S REGISTRAR AND TRANSFER AGENT, COMPUTERSHARE
TRUST COMPANY OF CANADA, AT 100 UNIVERSITY AVENUE, 9TH FLOOR, TORONTO, ONTARIO, M5J 2Y1, NOT LESS THAN 48 HOURS (EXCLUDING SATURDAYS,
SUNDAYS AND HOLIDAYS) BEFORE THE TIME OF THE MEETING OR ANY ADJOURNMENT THEREOF.

The
Instrument of Proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a Corporation,
it must either be under its common seal or signed by a duly authorized officer.

A
Shareholder who has given a proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner
permitted by law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his attorney authorized in
writing, or, if the Shareholder is a Corporation, it must either be under its common seal, or signed by a duly authorized officer
and deposited at the Company’s Registrar and Transfer Agent, Computershare Trust Company of Canada, 100 University Avenue,
9th Floor, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day preceding the day of the Meeting,
or any adjournment of it, at which the proxy is to be used, or to the Chairperson of the Meeting on the day of the Meeting or
any adjournment of it. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

VOTING
OF SHARES AND EXERCISE OF DISCRETION OF PROXIES

On
any poll, the persons named in the enclosed Instrument of Proxy will vote the shares in respect of which they are appointed. Where
directions are given by the Shareholder in respect of voting for or against any resolution, the proxy holder will do so in accordance
with such direction.

IN
THE ABSENCE OF ANY INSTRUCTION IN THE PROXY, IT IS INTENDED THAT SUCH SHARES WILL BE VOTED IN FAVOUR OF THE MOTIONS PROPOSED TO
BE MADE AT THE MEETING AS STATED UNDER THE HEADINGS IN THIS INFORMATION CIRCULAR. The Instrument of Proxy enclosed, when properly
signed, confers discretionary authority with respect to amendments or variations to the matters which may properly be brought
before the Meeting. At the time of printing this Information Circular, the Management of the Company is not aware that any such
amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are
not now known to the Management should properly come before the Meeting, the Proxies hereby solicited will be exercised on such
matters in accordance with the best judgment of the nominee.

In
order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary
Resolution”) unless the motion requires a Special Resolution, in which case a majority of not less than two-thirds of the
votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common
shares (“Common Shares”) held by Shareholders of the Company who have an interest in the motion and their “associates”,
as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.



2





ADVICE
TO BENEFICIAL SHAREHOLDERS

The
information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders
do not hold their shares in their own name.Shareholders who do not hold their shares in their own name (referred to as “Beneficial
Shareholders”) should note that only proxies deposited by Shareholders whose names appear on the records of the Company
as the registered holders of shares can be recognized and acted upon at the Meeting.

If
Common Shares are listed in an account statement provided to a Shareholder by a broker, then, in almost all cases, those Common
Shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered
under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Common Shares
are registered under the name CDS & Co., the registration name for The Canadian Depositary for Securities, which acts as nominee
for many Canadian brokerage firms. The Common Shares held by brokers or their agents or nominees can only be voted for or against
resolutions upon the instructions of the Beneficial Shareholder. Without specific instructions, a broker and its agents or nominees
are prohibited from voting shares for the broker’s clients. Beneficial Shareholders should carefully ensure that instructions
respecting the voting of their Common Shares are communicated to the appropriate person.

Applicable
regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’
meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which
should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose
of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited
to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.

The
majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications
(“Broadridge”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders
and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures.
Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the
voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge
cannot use that form to vote Common Shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge
or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such Common Shares are
voted.

Although
Beneficial Shareholders may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the
name of their broker, agent or nominee, a Beneficial Shareholder may attend the Meeting as a proxyholder for a Shareholder and
vote shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their shares as proxyholder
for the registered Shareholder should contact their broker, agent or nominee well in advance of the Meeting to determine the steps
necessary to permit them to indirectly vote their shares as a proxyholder.

This
Circular and accompanying form of proxy are being sent to both registered and non-registered owners of the shares of the Company.
If you are a non-registered owner and the Company has sent these materials directly to you, your name and address and information
about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the
intermediary holding on your behalf. In this event, by choosing to send this Circular to you directly, the Company (and not the
intermediary holding on your behalf) has assumed responsibility for (i) delivering this Circular to you; and (ii) executing
your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

The
Company will not pay for an intermediary to deliver proxy related materials and voting instruction forms to objecting beneficial
owners (called OBOs for Objecting Beneficial Owners). OBOs have objected to their intermediary disclosing ownership information
about themselves to the Company. Accordingly, OBOs will not receive the materials unless their intermediary assumes the costs
of delivery.

The
Company is not relying on the “notice-and-access” delivery procedures outlined in National Instrument 54-101 to distribute
copies of the proxy related materials in connection with the Meeting.

All
references to Shareholders in this Circular and the accompanying form of proxy are to registered Shareholders unless specifically
stated otherwise.

VOTING
SHARES AND PRINCIPAL HOLDERS THEREOF

The
Company’s authorized capital consists of an unlimited number of Common Shares without par value and an unlimited number
of preferred shares (“Preferred Shares”) without par value. As at November 4, 2016 (the “Record Date”),
the Company has 2,067,724 Common Shares issued and outstanding, each share carrying the right to one vote. There are no Preferred
Shares outstanding.



3





Any
Shareholder of record at the close of business on the Record Date who either personally attends the Meeting or who has completed
and delivered a Proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder’s
shares voted at the Meeting.

To
the best of the knowledge of the Directors and senior officers of the Company, the only persons who beneficially own, or control
or direct, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Company, are as follows:

|Name                                                                                                                                                                                                                                                                            | Number
    of Voting Securities | Percentage
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------- | ----------
|Bedo
                                         H. Kalpakian,
                                         Delta, BC and
                                         Jacob H. Kalpakian
        Vancouver,
        BC and
        Isabel
        Kalpakian
        Vancouver,
        BC | 1,177,019
    (1)               | 56.92%    

| | (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 directly, 15,464 Common Shares are held by private companies which are controlled
                                         by and in which Bedo H. Kalpakian and/or Jacob H. Kalpakian are the principal shareholders
                                         and 14,156 Common Shares are held by a family member of Jacob H. Kalpakian.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

N.B.
The above information was supplied by the Registrar and Transfer Agent and the Management
of the Company.

EXECUTIVE
COMPENSATION

In
accordance with the provisions of applicable securities legislation, the Company had two "Named Executive Officers"
during the financial year ended December 31, 2015, namely Mr. Bedo H. Kalpakian, President, CEO, CFO and Director and Mr. Jacob
H. Kalpakian, Vice-President and Director.

Definitions:

For
the purpose of this Information Circular:

“CEO”means an individual who acted as chief executive officer of the company, or acted in a similar capacity, for any part of the
most recently completed financial year;

“CFO”means an individual who acted as chief financial officer of the company, or acted in a similar capacity, for any part of the
most recently completed financial year;

“closing
market price” means the price at which the company’s security was last sold, on the applicable date,

| | (a) | in
                                         the security’s principal marketplace in Canada, or
| | --- | ----------------------------------------------------------------------------------------------

| | (b) | if
                                         the security is not listed or quoted on a marketplace in Canada, in the security’s
                                         principal marketplace;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

“company”includes other types of business organizations such as partnerships, trusts and other unincorporated business entities;

“equity
incentive plan” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls
within the scope of Section 3870 of the Handbook;

“external
management company” includes a subsidiary, affiliate or associate of the external management company;

“grant
date”means a date determined for financial statement reporting purposes under Section 3870 of the Handbook;

“incentive
plan” means any plan providing compensation that depends on achieving certain performance goals or similar conditions
within a specified period;

“incentive
plan award means compensation awarded, earned, paid, or payable under an incentive plan;

“NEO”or “Named Executive Officer” means each of the following individuals:

| | (a) | a
                                         CEO;
| | --- | -----------------------------------------------

| | (b) | a
                                         CFO;
| | --- | -----------------------------------------------

| | (c) | each
                                         of the three most highly compensated executive officers, or the three most highly compensated
                                         individuals acting in a similar capacity, other than the CEO and CFO, at the end of the
                                         most recently completed financial year whose total compensation was, individually, more
                                         than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument
                                         51-102, for that financial year; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | each
                                         individual who would be an NEO under paragraph (c) but for the fact that the individual
                                         was neither an executive officer of the company, nor acting in a similar capacity, at
                                         the end of that financial year;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4





“NI
52-107” means National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency;

“non-equity
incentive plan” means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

“option-based
award” means an award under an equity incentive plan of options, including, for greater certainty, share options, share
appreciation rights, and similar instruments that have option-like features;

“plan”includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, securities,
similar instruments or any other property may be received, whether for one or more persons;

“replacement
grant” means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation
of an option;

“repricing”means, in relation to an option, adjusting or amending the exercise or base price of the option, but excludes any adjustment
or amendment that equally affects all holders of the class of securities underlying the option and occurs through the operation
of a formula or mechanism in, or applicable to, the option;

“share-based
award”means an award under an equity incentive plan of equity-based instruments that do not have option-like features,
including, for greater certainty, Common Shares, restricted shares, restricted share units, deferred share units, phantom shares,
phantom share units, common share equivalent units, and stock.

compensation
discussion and analysis

Each
executive officer receives a base salary, which constitutes the largest share of the officer’s compensation package. Base
salary is recognition for discharging job responsibilities and reflects the officer’s performance over time, as well as
that individual’s particular experience and qualifications. An officer’s base salary is reviewed by the Board of Directors
on an annual basis and may be adjusted to take into account performance contributions for the year and to reflect sustained performance
contributions over a number of years. Officers are also eligible to receive discretionary bonuses as determined by the Board of
Directors based on each officer’s responsibilities, his achievement of corporate objectives and the Company’s financial
performance.

In
addition, officers are eligible under the Company’s Stock Option Plan (the "Stock Option Plan") to receive grants
of stock options. The Stock Option Plan is an important part of the Company’s long-term incentive strategy for its officers,
permitting them to participate in any appreciation of the market value of the Common Shares over a stated period of time. The
Stock Option Plan is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of
stock option grants to officers is dependent on each officer's level of responsibility, authority and importance to the Company
and the degree to which such officer's long term contribution to the Company will be key to its long-term success.

In
setting compensation and bonus levels, the Board has not yet established any formal objectives or criteria as the Company’s
current stage of development and financial resources requires flexibility in determining remuneration for its NEO’s. The
Board will, as circumstances require, review and consider the general risks associated with the Company's compensation policies
and strategies in terms of compensation paid or proposed to be paid to its NEO’s.

The
Board of Directors has not conducted a formal evaluation of the implications of the risks associated with the Company’s
compensation policies. Risk management is a consideration of the Board of Directors when implementing its compensation policies
and the Board of Directors do not believe that the Company’s compensation policies result in unnecessary or inappropriate
risk taking including risks that are likely to have a material adverse effect on the Company.

The
following table sets out certain information respecting the compensation paid to Named Executive Officers of the Company for the
financial years ended December 31, 2015, 2014 and 2013.

Use
of Financial Instruments

The
Company does not have a policy that would prohibit a Named Executive Officer or Director from purchasing financial instruments,
including prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or
offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive
Officer or Director. However, management is not aware of any Named Executive or Director purchasing such an instrument.



5





Summary
Compensation Table

|Name
    and principal position            | Year      | Salary($) | Share-based
    awards($) | Option-based
    awards($) | Non-equity
    incentive plan compensation($) | Pension
    value($)          | All
    other compen-sation($) | Total
    compen-sation($)
|------------------------------------------ | --------- | --------- | ------------------------- | -------------------------- | --------------------------------------------- | ----------------------------- | ------------------------------ | --------------------------
|                                           |           |           |                           |                            | Annual
    Incentive Plans                    | Long-term
    incentive Plans |                                |                           
|Bedo
    Kalpakian
    President, CEO, CFO | 2015      | 30,000(1) | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | Nil                       
|2014                                       | 16,500(1) | Nil       | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | 16,500                    
|2013                                       | 3,000(1)  | Nil       | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | 3,000                     
|Jacob
    Kalpakian
    Vice-President     | 2015      | 30,000(1) | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | Nil                       
|2014                                       | 16,500(1) | Nil       | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | 16,500                    
|2013                                       | 3,000(1)  | Nil       | Nil                       | Nil                        | Nil                                           | Nil                           | Nil                            | 3,000                     

| | (1) | Mr.
                                         Bedo Kalpakian and Mr. Jacob Kalpakian are not employees of the Company and are paid
                                         indirectly through Kalpakian Bros. of B.C. Ltd. ("KBOBC") which has a management
                                         services agreement with the Company. Refer to "Termination And Change of Control
                                         Benefits" and "Management Contracts" for further particulars. The amounts
                                         shown for Messrs. Bedo Kalpakian and Jacob Kalpakian represents the amount received by
                                         KBOBC and paid to Bedo and Jacob as attributable to the services they provided the Company
                                         directly or indirectly.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

option
based awards

Common
Share Purchase Plan

The
Company has in effect the Stock Option Plan in order to provide effective incentives to Directors, officers, senior management
personnel, employees and consultants of the Company and to enable the Company to attract and retain experienced and qualified
individuals in those positions by permitting such individuals to directly participate in an increase in per share value created
for the Company’s Shareholders. The Company has no equity compensation plans other than the Stock Option Plan. The Stock
Option Plan is an important part of the Company’s long-term incentive strategy for its executive officers, permitting them
to participate in any appreciation of the market value of the Common Shares over a stated period of time. The Stock Option Plan
is intended to reinforce commitment to long-term growth in profitability and shareholder value. The size of stock option grants
to officers is dependent on each officer's level of responsibility, authority and importance to the Company and the degree to
which such executive officer’s long term contribution to the Company will be key to its long-term success. Previous grants
of stock options are taken into account when considering new grants.

Outstanding
Share-Based Awards and Option-Based Awards

The
following table sets forth particulars of all outstanding share-based and option-based awards granted to the NEO’s and which
were outstanding at December 31, 2015:

|                    | Option-based
    Awards                                    | Share-based
    Awards      
|------------------- | ---------------------------------------------------------- | ----------------------------
|Name                | Number
    of securities underlying unexercised options(#) | Option
    exercise price($)
|Bedo
    Kalpakian  | Nil                                                        | Nil                         
|Jacob
    Kalpakian | Nil                                                        | Nil                         



6





Incentive
Plan Awards – Value Vested Or Earned During The Year

For
NEO’s, no option based awards or share based awards were vested or earned during the year ended December 31, 2015.

Pension
Plan Benefits

No
pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company
and none are proposed at this time.

Termination
and Change of Control Benefits



Pursuant
to a management services agreement (the “Management Agreement”) effective July 1, 2005, Kalpakian Bros. of B.C. Ltd.
(“KBOBC”), a private company controlled by Bedo H. Kalpakian and Jacob
H. Kalpakian, was paid $30,000 per month plus HST for providing management services to the Company. The Management Agreement was
extended and amended, effective November 1, 2010 to reduce the fee to $10,000 per month plus HST. In February 2012, the Management
Agreement was further amended whereby the remuneration payable to KBOBC for the services provided to the Company was reduced to
$5,000 plus HST per month effective as of March 1, 2012. Subsequently, the Management Agreement was further amended whereby the
remuneration payable to KBOBC was reduced to $2,500 per month plus HST as of April 1, 2012. On October 1, 2012, the Management
Agreement was further amended whereby the remuneration payable to KBOBC was reduced from $2,500 plus applicable taxes per month
to $500 plus applicable tax per month. On July 1, 2014, the Management Agreement was further amended whereby the remuneration
payable to KBOBC was increased from $500 plus applicable taxes per month to $5,000 plus applicable taxes per month. Effective
as of August 1, 2016, the Management Agreement has been terminated. KBOBC was also entitled to reimbursement for all travelling
and other expenses incurred by it in connection with performing its services.

DIRECTOR
COMPENSATION

The
following table sets out certain information respecting the compensation paid to Directors who were not NEO’s for the financial
year ended December 31, 2015.

Summary
Compensation Table

|Name
    and principal position       | Fees
    Earned($) | Share-based
    awards($) | Option-based
    awards($) | Non-equity
    incentive plan compensation($) | Pension
    value($) | All
    other compen-sation($) | Total
    compen-sation($)
|------------------------------------- | ------------------ | ------------------------- | -------------------------- | --------------------------------------------- | -------------------- | ------------------------------ | --------------------------
|Fred
    A.C. Tejada
    Director     | Nil                | Nil                       | Nil                        | Nil                                           | Nil                  | Nil                            | Nil                       
|Gregory
    T. McFarlane
    Director | Nil                | Nil                       | Nil                        | Nil                                           | Nil                  | Nil                            | Nil                       

The
Company has no standard arrangement pursuant to which Directors who were not NEO’s are compensated by the Company for their
services in the capacity as Directors except for the granting from time to time of incentive stock options. See “Option
Based Awards – Common Share Purchase Plan”.

During
the Company's most recently completed fiscal year, there were no stock options granted by the Company to Directors who were not
NEO’s.

Outstanding
Share Based & Option Based Awards

The
following table sets forth particulars of all outstanding share-based and option-based awards granted to Directors of the Company
who were not NEO’s and which were outstanding at December 31, 2015:

7







|                                 | Option-based
    Awards                                    | Share-based
    Awards 
|-------------------------------- | ---------------------------------------------------------- | -----------------------
|Name                             | Number
    of securities underlying unexercised options(#) | Optionexercise price($)
|Gregory
    T. McFarlaneDirector | Nil                                                        | Nil                    
|Fred
    A. C. TejadaDirector    | Nil                                                        | Nil                    

Incentive
Plan Awards – Value Vested or Earned During the Year

There
were no option based awards or share based awards vested or earned during the year ended December 31, 2015 by the Directors who
were not NEO's.

MANAGEMENT
CONTRACTS

Management
services are provided to the Company by Kalpakian Bros. of B.C. Ltd. ("KBOBC"), a private company controlled by Bedo
H. Kalpakian and Jacob H. Kalpakian. Details of the management services agreement are described under the heading “Termination
And Change of Control Benefits”.

Securities
Authorized for Issuance under Equity Compensation

The
following table sets forth information with respect to all compensation plans under which equity securities are authorized for
issuance as of December 31, 2015:

Equity
Compensation Plan Information

|                                                              | Number
    of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average
    exercise price of outstanding options, warrants and rights | Number
    of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
    (a))
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|Plan
    Category                                             | (a)                                                                                             | (b)                                                                             | (c)                                                                                                                                                
|Equity
    compensation plans approved by securityholders (1) | 33,334
    (options)                                                                            | $1.20                                                                           | 180,211
    (options)                                                                                                                              
|Equity
    compensation plans not approved by securityholders | N/A                                                                                             | N/A                                                                             | N/A                                                                                                                                                
|TOTAL                                                         | 33,334                                                                                          | N/A                                                                             | 180,211                                                                                                                                            

| | (1) | Represents
                                         20% “rolling” stock option plan (the “2015 Stock Option Plan”).
                                         The number of Common Shares remaining available for issuance under the Stock Option Plan
                                         as at December 31, 2015 is based on the difference between the number of total number
                                         of Common Shares issuable under the Stock Option Plan as at December 31, 2015, being
                                         213,545 shares (20% of 1,067,724 then-outstanding shares), less shares reserved for issuance
                                         under outstanding options as at December 31, 2015, as shown in Column (a).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
further information on the Company's equity compensation plans, refer to the heading "Particulars of Other Matters To Be
Acted Upon" – "Re-approval of the Stock Option Plan."

INDEBTEDNESS
OF DIRECTORS AND Executive OFFICERS

Other
than “routine indebtedness” as defined in applicable securities legislation, since the beginning of the last fiscal
year of the Company, none of the executive officers or Directors of the Company or any proposed nominee for election as a Director
of the Company or any of their respective associates is or has been indebted to the Company or has been indebted to any other
entity where that indebtedness was the subject of a guarantee, support agreement, letter of credit or other similar arrangement
or understanding provided by the Company.



8





Interest
Of Certain Persons In Matters To Be Acted Upon

Except
as otherwise disclosed herein, none of:

| | (e) | the
                                         Directors or executive officers of the Company at any time since the beginning of the
                                         last financial year of the Company;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | the
                                         proposed nominees for election as a Director of the Company; or
| | --- | ------------------------------------------------------------------------------------------------------------

| | (g) | any
                                         associate or affiliate of the foregoing persons,
| | --- | ---------------------------------------------------------------------------------------------

has
any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted
upon at the Meeting exclusive of the election of Directors or the appointment of auditors.

INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For
purposes of the following discussion, "Informed Person" means (a) a Director or executive officer of the Company;
(b) a Director or executive officer of a person or company that is itself an Informed Person or a subsidiary of the Company; (c)
any person or company who beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company
or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the
Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and (d)
the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its
securities.

Except
as disclosed below, elsewhere herein or in the Notes to the Company's financial statements for the financial year ended December
31, 2015, none of:

| | (a) | the
                                         Informed Persons of the Company;
| | --- | -----------------------------------------------------------------------------

| | (b) | the
                                         proposed nominees for election as a Director of the Company; or
| | --- | ------------------------------------------------------------------------------------------------------------

| | (c) | any
                                         associate or affiliate of the foregoing persons,
| | --- | ---------------------------------------------------------------------------------------------

has
any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company
or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

FIXING
THE NUMBER OF DIRECTOS AND ELECTION OF DIRECTORS

The
persons named in the enclosed Instrument of Proxy intend to vote in favour of fixing the number of Directors at five (5). Although
Management is nominating five (5) individuals to stand for election, the names of further nominees for Directors may come from
the floor at the Meeting.

Each
Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders or until his
successor is duly elected, if his office is earlier vacated, in accordance with the Articles of the Company.

In
the absence of instructions to the contrary, the Common Shares represented by Proxy will be voted for the nominees herein listed.
Management does not contemplate that any of the nominees will be unable to serve as a Director.

INFORMATION
CONCERNING NOMINEES SUBMITTED BY MANAGEMENT

The
following table sets out the names of the persons proposed to be nominated by Management for election as a Director, the province
or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company,
the period of time for which he has been a Director of the Company, the respective principal occupations or employment during
the past five years if such nominee is not presently an elected Director and the number of Common Shares of the Company which
each beneficially owns, or controls or directs, directly or indirectly, as of the date of this Information Circular. The five
nominees are all currently Directors of the Company.



9





The
nominees for the office of Director and information concerning them as furnished by the individual nominees are as follows:

|Name,
    Province or State and Country of Ordinary Residence and Positions Held with the Company(1)  | Principal
    Occupation (2)                                                                                                                                                                                                                  | Dates
    Served as a Director                     | No.
    of Shares Beneficially Owned, Directly or Indirectly(3)
|----------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------- | ---------------------------------------------------------------
|Bedo
        H. Kalpakian
        President,
        CEO, CFO and Director
        BC,
        Canada | President,
        CEO and CFO of the Company; Chairman, CFO and Director of Jackpot Digital Inc. (formerly Las Vegas From Home.com Entertainment
        Inc.) from 1991 to present;                                                         | August
        24, 1984 to present                 | 603,931
        (direct)
        12,464
        (indirect)(4)  
|Jacob
        H. Kalpakian
        Vice
        President and Director
        BC,
        Canada     | Vice
        President of the Company; President and CEO of Jackpot Digital Inc. from 1991 to present; President, CEO & Director
        of Green Arrow Resources Inc. from April 24, 2012 to present;                                        | January
        2, 1991 to present                 | 24,044
        (direct)
        17,156
        (indirect)(5)   
|Gregory
        Todd McFarlane
        Director
        Nevada,
        U.S.A.                        | Freelance
        Advertising Copywriter, Las Vegas, Nevada                                                                                                                                                                                   | October
        1, 1992 to present                 | 126
    (direct)                                               
|Fred
        A. C. Tejada
        Director
        BC,
        Canada                                 | President
        of Tirex Resources Inc.;
        Vice
        President Operations and Exploration of Tirex from June 2011 to October 2011;
        Vice
        President Exploration of Panoro Minerals Ltd., from June 2007 to June 2011 | Dec.
        18, 2009
        to
        present   | 0                                                              
|Neil
        Spellman
        Director
        California,
        U.S.A.                             | Sr.
        Vice-President of DB Financial Management, Inc.                                                                                                                                                                                   | August
        23, 2016
        to
        present | 3                                                              

| | (1) | For
                                         the purposes of disclosing positions held in the Company, "Company" shall include
                                         the Company and a parent or subsidiary thereof.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Unless
                                         otherwise stated above, all nominees have held the principal occupation or employment
                                         indicated for the past five years.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Common
                                         Shares beneficially owned, or controlled or directed, directly or indirectly, by Directors
                                         is based on information furnished to the Company by the nominees.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | 9,464
                                         Common Shares are held by Kalpakian Bros. of B.C. Ltd (private company controlled by
                                         and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders),
                                         and 3,000 Common Shares are held by BHK Management Inc. (private company controlled by
                                         Bedo H. Kalpakian).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | 9,464
                                         Common Shares are held by Kalpakian Bros. of B.C. Ltd (private company controlled by
                                         and in which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders),
                                         and 3,000 Common Shares are held by 30 Rock Management Inc. (private company controlled
                                         by Jacob H. Kalpakian). In addition, Mr. Jacob Kalpakian’s indirect holdings include
                                         14,156 Common Shares held by a family member.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company does not currently have an Executive Committee of its Board of Directors. The members of the Audit Committee are Bedo
Kalpakian, Gregory McFarlane and Fred Tejada.

CEASE
TRADE ORDERS, CORPORATE AND PERSONAL BANKRUPTCIES, PENALTIES AND SANCTIONS

No
proposed Director (including any personal holding company of a proposed Director):

| | (1) | is,
                                         as at the date of the Information Circular, or has been, within 10 years before the date
                                         of this Information Circular, a director, chief executive officer or chief financial
                                         officer of any company (including the Company) that:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

was
the subject of a cease trade order (including a management cease trade order which applies to directors or executive officers),
an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities
legislation that was in effect for a period of more than 30 consecutive days (collectively an “order”), that was issued
while such person was acting in the capacity as director, chief executive officer or chief financial officer;

was
subject to an order that was issued after such person ceased to be a director, chief executive officer or chief financial officer
and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer
or chief financial officer;

| | (2) | is,
                                         as at the date of this Information Circular, or has been within 10 years before the date
                                         of the Information Circular, a director or executive officer of any company (including
                                         the Company) that, while that person was acting in that capacity, or within a year of
                                         that person ceasing to act in that capacity, became bankrupt, made a proposal under any
                                         legislation relating to bankruptcy or insolvency or was subject to or instituted any
                                         proceedings, arrangement or compromise with creditors or had a receiver, receiver manager
                                         or trustee appointed to hold its assets;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10





| | (3) | has,
                                         within the 10 years before the date of this Information Circular, become bankrupt, made
                                         a proposal under any legislation relating to bankruptcy or insolvency, or become subject
                                         to or instituted any proceedings, arrangement or compromise with creditors, or had a
                                         receiver, receiver manager or trustee appointed to hold the assets of the proposed Director;
                                         or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | has
                                         been subject to:
| | --- | -------------------------------------------------------------

| | (a) | any
                                         penalties or sanctions imposed by a court relating to securities legislation or by a
                                         securities regulatory authority or has entered into a settlement agreement with a securities
                                         regulatory authority since December 31, 2000 or before December 31, 2000 the disclosure
                                         of which would likely be important to a reasonable security holder in deciding whether
                                         to vote for a proposed Director; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any
                                         other penalties or sanctions imposed by a court or regulatory body that would likely
                                         be considered important to a reasonable securityholder in deciding whether to vote for
                                         a proposed Director.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

No
proposed Director is to be elected under any arrangement or understanding between the proposed Director and any other person or
company, except the Directors and executive officers of the Company acting solely in such capacity.

audit
committee disclosure

The
Audit Committee Charter and the disclosure required by National Instrument 52-110 are attached hereto as Schedule “A”.
The Audit Committee monitors the integrity of internal controls and monitors the business conduct of the Company. The committee
reviews matters on a quarterly basis, relating to the financial position of the Company in order to provide reasonable assurances
that the Company is in compliance with applicable laws and regulations

APPOINTMENT
AND REMUNERATION OF AUDITORS

Management
recommends the re-appointment of Smythe LLP, Chartered Professional Accountants, of 7th Floor, Marine Building, 355
Burrard Street, Vancouver, British Columbia, V6C 2G8, as the Auditor of the Company to hold office until the next Annual General
Meeting of the Shareholders at remuneration to be fixed by the Board of Directors, and the persons named in the enclosed Proxy
intend to vote in favour of such re-appointment. Smythe LLP, Chartered Professional Accounts were initially appointed as auditor
of the Company on April 10, 2003.

Corporate
governance

The
information required to be disclosed by National Instrument 58-101 Disclosure of Corporate Governance Practicesis attached
to this information circular as Schedule “B”.

PARTICULARS
OF OTHER MATTERS TO BE ACTED UPON

Re-approval
of the Stock Option Plan

At
last year's annual general meeting held on June 4, 2015 the Company proposed and the Shareholders reapproved the Company's 20%
“rolling” stock option plan (the "Stock Option Plan"). Shareholders are being asked to re-approve the Company’s
Stock Option Plan at this year's Annual General Meeting.

1. Number
of Common Shares Reserved for Issuance under the Plan

Under
the Plan, that number of Common Shares as is equal to 20% of the Company's issued and outstanding Common Shares from time to time
may be reserved for the granting of stock options.

2. Purposes
of the Plan and Eligibility

The
purpose of the Plan is to advance the interests of the Company by providing eligible persons with additional incentive; encouraging
stock ownership of eligible persons; increasing the proprietary interest of eligible persons in the success of the Company; encouraging
eligible persons to remain with the Company or its subsidiaries; and attracting new employees, Directors and officers.

Directors,
senior officers, consultants, employees, and management company employees of the Company and its subsidiaries are eligible to
participate in the Plan.



11





While
the Board, or any Committee to which administration of the Plan may be delegated, may, at its discretion, decide which terms to
include in any option agreement on a case-by-case basis and there is no obligation on the Board or such Committee, if any, to
use an identical form of option agreement or stipulate identical terms for each category of optionee or otherwise, the Board imposes
certain restrictions as set out below.

The
aggregate number of Common Shares that may be reserved for issuance pursuant to an option or options granted to any one individual
in any 12-month period shall not exceed 5% and in the case of insiders, 10%, of the issued and outstanding Common Shares, calculated
at the date any such option is granted. The maximum number of Common Shares which may be issued to Insiders under the Plan or
any other share compensation arrangement within any 12 month period shall be 10% of the Common Shares issued and outstanding at
the time of issuance.

3. Vesting
Requirements

For
any option granted under the Plan, the Board of Directors may, at its sole discretion, determine whether such option shall vest
immediately or be subject to such vesting schedule as the Board may deem appropriate in the circumstances.

Notwithstanding
the above, in the event a take-over bid, as defined in applicable securities legislation (but excluding an exempt take-over bid
pursuant to applicable securities legislation) is made by any offeror to acquire outstanding voting or equity securities of the
Company, the Board of Directors shall have the power and authority to pass a resolution deeming options that have not vested at
the time to have vested, so as to enable optionees to exercise their respective options to the fullest extent possible and to
tender all shares thereunder to such take-over bid.

4. Termination
or Expiry of Options

The
Plan stipulates that options may be granted under the Plan with a maximum term of five years.

Except
as otherwise determined by the Board options granted under the Plan must expire 90 days after an optionee ceases to be a Director,
senior officer, consultant, employee or management company employee. Termination for cause shall result in expiry of the affected
option effective immediately upon such termination.

In
the event of an optionee's death, the deceased's option may be exercised by his or her heirs or administrators within one year
after the date of death (to the extent that the optionee was entitled to exercise such option as of the date of death).



5. Other Material Terms

The
exercise price for any option shall be fixed by the Board. The Plan stipulates that the minimum exercise price may be at a discount
of 25% to the closing market price of the Company’s Common Shares on the day preceding the grant of the option but not less
than $0.05 per share.

All
options granted and any Common Shares issuable upon exercise thereof shall be subject to any resale restrictions under applicable
securities laws.

All
options are non-assignable and non-transferable (subject to the options being exercisable by the optionee's heirs or administrators
in the event of the optionee's death).

The
Board of Directors may at any time, and from time to time, amend the Plan. However, no amendment shall be effective unless approved
by the Shareholders of the Company to the extent shareholder approval is necessary for the Plan to satisfy any stock exchange
or quotation system listing requirements. The Board shall not make any changes to any existing option agreements that are adverse
to the optionee unless such optionee first consents in writing to any such changes.

If
any change is made in the Common Shares subject to the Plan, or subject to any option (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend property other than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company),
the Plan will be appropriately adjusted in the type(s) and maximum number of securities subject to the Plan and the maximum number
of securities subject to award to any person, and the outstanding options will be appropriately adjusted in the type(s) and number
of securities and price per share of shares subject to such outstanding options.

The
Board of Directors unanimously recommends that Shareholders ratify, confirm and approve the re-approval of the Stock Option Plan
by voting in favour of the above resolution. It is the intention of the persons named in the enclosed Proxy, in the absence
of instructions to the contrary, to vote the Proxy in favour of the resolution approving the re-approval of the Stock Option Plan.



12





Other
Matters

As
of the date of this Information Circular, management knows of no other matters to be acted upon at this Annual General Meeting.
However, should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will
be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

additional
information

Additional
information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements
and Management Discussion and Analysis may be obtained without charge upon request from the Company, at Suite 300, 570 Granville
Street, Vancouver, BC V6C 3P1, phone (604) 681-1519 and such documents will be sent by mail or electronically by email as may
be specified at the time of the request.

director
approval

The
contents of this Information Circular and the sending thereof to the Shareholders of the Company have been approved by the Board
of Directors.

DATED
at Vancouver, British Columbia, this 4th day of November, 2016.

"Bedo
H. Kalpakian"Bedo H. KalpakianPresident, Chief Executive OfficerChief Financial Officer and Director





13







37
CAPITAL INC.

(the
"Company")

SCHEDULE
"A"

FORM
52-110F2

AUDIT
COMMITTEE DISCLOSURE



ITEM 1: THE AUDIT COMMITTEE’S CHARTER

Purpose

The
overall purpose of the Audit Committee (the "Committee") of 37 Capital Inc. (the "Company") is to ensure that
the Company's management has designed and implemented an effective system of internal financial controls, to review and report
on the integrity of the financial statements and related financial disclosure of the Company, and to review the Company's compliance
with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial
information. It is the intention of the Board that through the involvement of the Committee, the external audit will be conducted
independently of the Company’s Management to ensure that the independent auditors serve the interests of Shareholders rather
than the interests of Management of the Company. The Committee will act as a liaison to provide better communication between the
Board and the external auditors. The Committee will monitor the independence and performance of the Company's independent auditors.

Composition,
Procedures and Organization

(1)       The
Committee shall consist of at least three members of the Board of Directors (the "Board").

| | (2) | At
                                         least two (2) members of the Committee shall be independent and the Committee shall endeavour
                                         to appoint a majority of independent directors to the Committee, who in the opinion of
                                         the Board, would be free from a relationship which would interfere with the exercise
                                         of the Committee members’ independent judgment. At least one (1) member of the
                                         Committee shall have accounting or related financial management expertise. All members
                                         of the Committee that are not financially literate will work towards becoming financially
                                         literate to obtain a working familiarity with basic finance and accounting practices
                                         applicable to the Company. For the purposes of this Charter, an individual is financially
                                         literate if he or she has the ability to read and understand a set of financial statements
                                         that present a breadth and level of complexity of accounting issues that are generally
                                         comparable to the breadth and complexity of the issues that can reasonably be expected
                                         to be raised by the Company's financial statements.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The
                                         Board, at its organizational meeting held in conjunction with each annual general meeting
                                         of the shareholders, shall appoint the members of the Committee for the ensuing year.
                                         The Board may at any time remove or replace any member of the Committee and may fill
                                         any vacancy in the Committee.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Unless
                                         the Board shall have appointed a chair of the Committee, the members of the Committee
                                         shall elect a chair and a secretary from among their number.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | The
                                         quorum for meetings shall be a majority of the members of the Committee, present in person
                                         or by telephone or other telecommunication device that permits all persons participating
                                         in the meeting to speak and to hear each other.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | The
                                         Committee shall have access to such officers and employees of the Company and to the
                                         Company’s external auditors, and to such information respecting the Company, as
                                         it considers to be necessary or advisable in order to perform its duties and responsibilities.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(7)       Meetings
of the Committee shall be conducted as follows:

| | (a) | the
                                         Committee shall meet at least four times annually at such times and at such locations
                                         as may be requested by the chair of the Committee. The external auditors or any member
                                         of the Committee may request a meeting of the Committee;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | the
                                         external auditors shall receive notice of and have the right to attend all meetings of
                                         the Committee; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | management
                                         representatives may be invited to attend all meetings except private sessions with the
                                         external auditors.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | The
                                         internal auditors and the external auditors shall have a direct line of communication
                                         to the Committee through its chair and may bypass management if deemed necessary. The
                                         Committee, through its chair, may contact directly any employee in the Company as it
                                         deems necessary, and any employee may bring before the Committee any matter involving
                                         questionable, illegal or improper financial practices or transactions.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14





Roles
And Responsibilities

| | (9) | The
                                         overall duties and responsibilities of the Committee shall be as follows:
| | --- | ----------------------------------------------------------------------------------------------------------------------

| | (a) | to
                                         assist the Board in the discharge of its responsibilities relating to the Company’s
                                         accounting principles, reporting practices and internal controls and its approval of
                                         the Company’s annual and quarterly financial statements and related financial disclosure;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | to
                                         establish and maintain a direct line of communication with the Company’s internal
                                         and external auditors and assess their performance;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | to
                                         ensure that the management of the Company has designed, implemented and is maintaining
                                         an effective system of internal financial controls; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | to
                                         report regularly to the Board on the fulfilment of its duties and responsibilities.
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (10) | The
                                         duties and responsibilities of the Committee as they relate to the external auditors
                                         shall be as follows:
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | to
                                         recommend to the Board a firm of external auditors to be engaged by the Company, and
                                         to verify the independence of such external auditors;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | to
                                         review and approve the fee, scope and timing of the audit and other related services
                                         rendered by the external auditors;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | review
                                         the audit plan of the external auditors prior to the commencement of the audit;
| | --- | -------------------------------------------------------------------------------------------------------------------------------

| | (d) | to
                                         review with the external auditors, upon completion of their audit:
| | --- | --------------------------------------------------------------------------------------------------------------

A.       contents
of their report;

B.       scope
and quality of the audit work performed;

C.       adequacy
of the Company’s financial and auditing personnel;

D.       co-operation
received from the Company’s personnel during the audit;

E.       internal
resources used;

F.       significant
transactions outside of the normal business of the Company;

| | G. | significant
                                         proposed adjustments and recommendations for improving internal accounting controls,
                                         accounting principles or management systems; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

H.       the
non-audit services provided by the external auditors;

| | (e) | to
                                         discuss with the external auditors the quality and not just the acceptability of the
                                         Company’s accounting principles; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | to
                                         implement structures and procedures to ensure that the Committee meets the external auditors
                                         on a regular basis in the absence of management.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (11) | The
                                         duties and responsibilities of the Committee as they relate to the internal control procedures
                                         of the Company are to:
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | review
                                         the appropriateness and effectiveness of the Company’s policies and business practices
                                         which impact on the financial integrity of the Company, including those relating to internal
                                         auditing, insurance, accounting, information services and systems and financial controls,
                                         management reporting and risk management;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | review
                                         compliance under the Company’s business conduct and ethics policies and to periodically
                                         review these policies and recommend to the Board changes which the Committee may deem
                                         appropriate;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | review
                                         any unresolved issues between management and the external auditors that could affect
                                         the financial reporting or internal controls of the Company; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | periodically
                                         review the Company’s financial and auditing procedures and the extent to which
                                         recommendations made by the internal audit staff or by the external auditors have been
                                         implemented.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15





| | (12) | The
                                         Committee is also charged with the responsibility to:
| | ---- | --------------------------------------------------------------------------------------------------

| | (a) | review
                                         the Company’s quarterly statements of earnings, including the impact of unusual
                                         items and changes in accounting principles and estimates and report to the Board with
                                         respect thereto;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | review
                                         and approve the financial sections of:
| | --- | --------------------------------------------------------------------------------------

A.       the
annual report to Shareholders;

B.       the
annual information form, if required;

C.       annual
and interim MD&A;

D.       prospectuses;

E.       news
releases discussing financial results of the Company; and

F.       other
public reports of a financial nature requiring approval by the Board,and report to the Board with respect
thereto;

| | (c) | review
                                         regulatory filings and decisions as they relate to the Company’s financial statements;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------

| | (d) | review
                                         the appropriateness of the policies and procedures used in the preparation of the Company’s
                                         financial statements and other required disclosure documents, and consider recommendations
                                         for any material change to such policies;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | review
                                         and report on the integrity of the Company’s financial statements;
| | --- | ------------------------------------------------------------------------------------------------------------------

| | (f) | review
                                         the minutes of any audit committee meeting of subsidiary companies;
| | --- | -------------------------------------------------------------------------------------------------------------------

| | (g) | review
                                         with management, the external auditors and, if necessary, with legal counsel, any litigation,
                                         claim or other contingency, including tax assessments that could have a material effect
                                         upon the financial position or operating results of the Company and the manner in which
                                         such matters have been disclosed in the financial statements;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h) | review
                                         the Company’s compliance with regulatory and statutory requirements as they relate
                                         to financial statements, tax matters and disclosure of financial information; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | develop
                                         a calendar of activities to be undertaken by the Committee for each ensuing year and
                                         to submit the calendar in the appropriate format to the Board of Directors following
                                         each annual general meeting of shareholders.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (13) | The
                                         Committee shall have the authority:
| | ---- | --------------------------------------------------------------------------------

| | (a) | to
                                         engage independent counsel and other advisors as it determines necessary to carry out
                                         its duties,
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | to
                                         set and pay the compensation for any advisors employed by the Committee; and
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | (c) | to
                                         communicate directly with the internal and external auditors.
| | --- | ---------------------------------------------------------------------------------------------------------



ITEM 2: COMPOSITION OF THE AUDIT COMMITTEE

The
current members of the Committee are Bedo H. Kalpakian, Gregory Todd McFarlane and Fred Tejada. All of the members are financially
literate. Gregory Todd McFarlane and Fred Tejada are considered to be independent. "Independent" and "financially
literate" have the meaning used in Multilateral Instrument 52-110 (the "Instrument") of the Canadian Securities
Administrators.



ITEM 3: RELEVANT EDUCATION AND EXPERIENCE

The
Instrument provides that an individual is "financially literate" if he or she has the ability to read and understand
a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable
to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All
of the members of the Company's audit committee are financially literate as that term is defined in the Instrument.

The
Chairman of the Audit Committee, Bedo H. Kalpakian sits on the audit committee of another public issuer. Greg McFarlane and Fred
Tejada sit on the audit committee of another public issuer. All members have an understanding of the accounting principles used
by the Company to prepare its financial statements and have an understanding of its internal controls and procedures for financial
reporting.



16







ITEM 4: AUDIT COMMITTEE OVERSIGHT

At
no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee
to nominate or compensate an external auditor (currently, Smythe LLP, Chartered Professional Accountants) not adopted by the Board.



ITEM 5: RELIANCE ON CERTAIN EXEMPTIONS

Since
the effective date of MI 52-110, the Company has not relied on the exemptions contained in sections 2.4 or 8 of MI 52-110. Section
2.4 provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided
by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees
payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 permits a company to apply
to a securities regulatory authority for an exemption from the requirements of MI 52-110, in whole or in part.



ITEM 6: PRE-APPROVAL POLICIES AND PROCEDURES

Formal
policies and procedures for the engagement of non-audit services have yet to be formulated and adopted. Subject to the requirements
of the Instrument, the engagement of non-audit services is considered by the Company's Board of Directors, and where applicable
by the Audit Committee, on a case by case basis.



ITEM 7: EXTERNAL AUDITOR SERVICE FEES (BY CATEGORY)

The
aggregate fees charged to the Company by the external auditor in each of the last two fiscal years are as follows:

|                              |  | FYE 2014 |        | FYE 2015
|----------------------------- |  | -------- | ------ | --------
|Audit fees for the year ended |  | $        | 23,500 |         
|Audit related fees            |  |          | $nil   |         
|Tax fees                      |  | $        | 2,000  | (1)     
|All other fees (non-tax)      |  |          | $nil   |         
|Total Fees:                   |  | $        | 25,500 |         

| | (1) | These
                                         fees are for the preparation and filing of the Company’s tax return
| | --- | ------------------------------------------------------------------------------------------------------------------



ITEM 8: EXEMPTION

In
respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of the Instrument
with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations)
of the Instrument.





17







37
CAPITAL INC.

(the
"Company")

SCHEDULE
"B"CORPORATE GOVERNANCE





Pursuant
to National Instrument 58-101 Disclosure of Corporate Governance Practicesthe Company is required to and hereby discloses
its corporate governance practices as follows.



ITEM 1. BOARD OF DIRECTORS

The
Board of Directors of the Company facilitates its exercise of independent supervision over the Company’s management through
frequent meetings of the Board.

Mr.
Bedo Kalpakian is the President, Chief Executive Officer, Chief Financial Officer and a Director of the Company and is therefore
not independent.

Mr.
Jacob Kalpakian is the Vice-President and a Director of the Company and is therefore not independent.

Mr.
Gregory T. McFarlane, a Director of the Company, is "independent" in that he has no direct or indirect material relationship
with the Company.

Mr.
Fred A. C. Tejada, a Director of the Company, is "independent" in that he has no direct or indirect material relationship
with the Company.

Mr.
Neil Spellman, a Director of the Company, is "independent" in that he has no direct or indirect material relationship
with the Company.



ITEM 2. DIRECTORSHIPS

The
Directors of the Company are currently directors of the following other reporting issuers:



|Name
    of Director            | Name
    of Reporting Issuer                                                                                                                                                                                                                                      | Term                                                                                                                                                                                                          
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Bedo
    H. Kalpakian           | Jackpot
                                         Digital Inc. (TSX.V)
        Green
        Arrow Resources Inc. (TSX.V)
        27
        Red Capital Inc.
        4
        Touchdowns Capital Inc.                                                            | August
                                         1987 to present
                                         May 2012 to present
        February
        2016 to present
        February
        2016 to present
|Jacob
        H. Kalpakian      | Jackpot
        Digital Inc.(TSX.V)
        Green
        Arrow Resources Inc.(TSX.V)
        27
        Red Capital Inc.
        4
        Touchdowns Capital Inc.                                                                                               | January
        1991 to present
        April 2012 to present
        February
        2016 to present
        February
        2016 to present                                                               
|Gregory
        Todd MacFarlane | Jackpot
        Digital Inc.                                                                                                                                                                                                                                      | October
        1992 to present                                                                                                                                                                               
|Fred
        A. C. Tejada       | Green
        Arrow Resources Inc. (TSX.V)
        Rise
        Resources Inc. (formerly Patriot Minefinders
        Inc.)
        (CSE)
        Corazon
        Gold Corp.(TSX.V)
        Argus Metals Corp. (TSX.V)
        Coronet
        Metals Inc. (TSX.V) | April
        2012 to present
        May 2012 to present
        February
        2014 to present
        December 2013 to present
        June
        2016 to present                                      
|Neil
        Spellman           | Jackpot
        Digital Inc. (TSX.V)
        Green
        Arrow Resources Inc. (TSX.V)
        27
        Red Capital Inc.
        4
        Touchdowns Capital Inc.                                                                                             | July
        2002 to present
        May
        2012 to present
        February
        2016 to present
        February
        2016 to present                                                            



18









ITEM 3. ORIENTATION AND CONTINUING EDUCATION

The
Board of Directors of the Company brief all new Directors with the policies of the Board of Directors, and other relevant corporate
and business information.



ITEM 4. ETHICAL BUSINESS CONDUCT

The
Board has found that the fiduciary duties placed on individual Directors by the Company’s governing corporate legislation
and the common law and the restrictions placed by applicable corporate legislation on an individual Director’s participation
in decisions of the Board in which the Director has an interest have been sufficient to ensure that the Board operates independently
of management and in the best interests of the Company.

Under
the corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company
and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, and disclose
to the board the nature and extent of any interest of the director in any material contract or material transaction, whether made
or proposed, if the director is a party to the contract or transaction, is a director or officer (or an individual acting in a
similar capacity) of a party to the contract or transaction or has a material interest in a party to the contract or transaction.
The director must then abstain from voting on the contract or transaction unless the contract or transaction (i) relates primarily
to their remuneration as a director, officer, employee or agent of the Company or an affiliate of the Company, (ii) is for indemnity
or insurance for the benefit of the director in connection with the Company, or (iii) is with an affiliate of the Company. If
the director abstains from voting after disclosure of their interest, the directors approve the contract or transaction and the
contract or transaction was reasonable and fair to the Company at the time it was entered into, the contract or transaction is
not invalid and the director is not accountable to the Company for any profit realized from the contract or transaction. Otherwise,
the director must have acted honestly and in good faith, the contract or transaction must have been reasonable and fair to the
Company and the contract or transaction be approved by the shareholders by a special resolution after receiving full disclosure
of its terms in order for the director to avoid such liability or the contract or transaction being invalid.



ITEM 5. NOMINATION OF DIRECTORS

The
Board of Directors is responsible for identifying individuals qualified to become new Board members and recommending to the Board
new Director nominees for the next annual meeting of the shareholders.

New
nominees must have a track record in general business management, special expertise in an area of strategic interest to the Company,
the ability to devote the time required, shown support for the Company’s mission and strategic objectives, and a willingness
to serve.



ITEM 6. COMPENSATION

The
Board of Directors conducts reviews with regard to Directors’ compensation once a year. To make its recommendation on Directors'
compensation, the Board of Directors takes into account the types of compensation and the amounts paid to Directors of comparable
publicly traded Canadian companies.



ITEM 7. OTHER BOARD COMMITTEES

The
Board of Directors has no other committees other than the Audit Committee.



ITEM 8. ASSESSMENTS

The
Board of Directors monitors the adequacy of information given to Directors, communication between the board and management and
the strategic direction and processes of the Board and committees.



19