Mr. Jake Kalpakian reports

37 CAPITAL ANNOUNCES PROPOSED REPRICING OF INSIDER STOCK OPTIONS

37 Capital Inc.'s board of directors has approved a proposed reduction in the exercise price of certain outstanding incentive stock options previously granted to insiders of the company.

Pursuant to the policies of the Canadian Securities Exchange, the option repricing is subject to the approval of the CSE and the receipt of disinterested shareholder approval, which the company intends to seek at its coming annual general and special meeting of shareholders scheduled to be held on Friday, Dec. 18, 2026.

A total of 2,865,000 stock options currently held by insiders are proposed to be repriced from their original exercise prices ranging from 10 cents to 15.5 cents per share to the new exercise price of five cents per share. The proposed new exercise price meets the minimum pricing guidelines of the CSE. All other terms of the stock options, including their respective original expiration dates and vesting schedules, will remain unchanged.

The stock options subject to the proposed repricing are held by the following insiders of the company.

The board of directors believes that the option repricing is necessary to restore the incentive value of the insider options. The current exercise price is significantly higher than the current market price of the company's shares. Repricing these options ensures the company can continue to retain and motivate key directors, officers and personnel of the company.

Because the stock options are held by reporting insiders, the option repricing cannot take effect until it is approved by a simple majority of the votes cast by disinterested shareholders at the coming shareholder meeting. In accordance with securities regulations and CSE policy, votes attached to common shares beneficially owned or controlled by the insiders receiving the repriced options will be excluded from voting on the resolution.

Full details regarding the option repricing will be included in the management information circular to be mailed to shareholders and filed under the company's profile on SEDAR+ in connection with the meeting.

We seek Safe Harbor.