Mr. Jake Kalpakian reports

37 CAPITAL CLARIFIES SETTLEMENT SHARES

Further to 37 Capital Inc.'s news release dated July 23, 2025, the debt settlement agreement being entered into is with a non-arm's-length party for the total amount of $119,700. The company shall issue to the creditor 1.33 million common shares at a deemed price of nine cents per share, as full and final settlement of the outstanding amount. All securities that may be issued in connection with this transaction will be subject to a four-month-and-one-day hold period and other applicable restrictions under securities laws.

Related party transaction

The creditor is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction is exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities being issued nor the debt settlement amount exceeds 25 per cent of the company's market capitalization.

We seek Safe Harbor.