Mr. Jake Kalpakian reports

37 CAPITAL ANNOUNCES SECOND TRANCHE CLOSING OF NON-BROKERED PRIVATE PLACEMENT

37 Capital Inc., further to its news releases dated Oct. 1, 2024, Nov. 4, 2024, and Nov. 20, 2024, has closed the second tranche of the private placement for gross proceeds of $52,000 and issued 520,000 units of the company at 10 cents per unit. Each unit consists of one common share in the capital of the company and one share purchase warrant to purchase an additional common share in the capital of the company at the price of 15 cents per common share for a period of three years. All securities issued in connection with the private placement include a hold period in accordance with applicable securities laws. The proceeds from this closing shall be utilized for general working capital purposes.

An insider acquired 520,000 units in the capital of the company. The issuance of units to the insider is considered to be a related party transaction subject to Multilateral Instrument 61-101. 37 Capital is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(c) and 5.7(1)(b) of Multilateral Instrument 61-101.

We seek Safe Harbor.