Mr. Lynn Chapman reports

THREED CAPITAL INC. ANNOUNCES INVESTOR RELATIONS AGREEMENT (AMENDED)

ThreeD Capital Inc. has entered into an agreement with PHK Investments LLC to provide investor relations services to the company. Pursuant to the agreement, the company will pay a fixed monthly fee of 6,875 pounds sterling and 500 pounds sterling in monthly ad spend if requested by the company. Additionally, the company will issue 100,000 stock options exercisable into common shares of ThreeD at an exercise price of 50 cents per share. The options vest in six months and expire two years from the grant date.

PHK is entirely arm's length to ThreeD. PHK's services shall be provided through various mediums as may be determined between the parties from time to time, including social media, e-mail, in-person networking, website deliverables and video development.

The services provided by PHK are to commence as of Jan. 3, 2024, and will continue for a three-month term (resulting in an aggregate monthly fee of 20,625 pounds sterling). PHK will engage with investors through various digital marketing and social media platforms to facilitate greater investor awareness and widespread dissemination of ThreeD's news.

About ThreeD Capital Inc.

ThreeD is a publicly traded Canadian-based venture capital firm focused on opportunistic investments in companies in the junior resource and disruptive technology sectors. ThreeD's investment strategy is to invest in multiple private and public companies across a variety of sectors globally. ThreeD seeks to invest in early-stage, promising companies where it may be the lead investor and can additionally provide investees with advisory services and access to the company's ecosystem.

We seek Safe Harbor.