6-K
37 CAPITAL INC (HHHEF)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2019
Commission File No. 000-16353
37CAPITAL INC.
(Translation of registrant's name into English)
Suite400, 570 Granville Street, Vancouver, BC, Canada V6C 3P1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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SUBMITTEDHEREWITH
| Exhibit 99.1 | News Release dated September 12, 2019 |
|---|---|
| Exhibit 99.2 | News Release dated September 30, 2019 |
| Exhibit 99.3 | News Release dated November 18, 2019 |
| Exhibit 99.4 | News Release dated December 2, 2019 |
| Exhibit 99.5 | News Release dated December 16, 2019 |
| Exhibit 99.6 | Material Change Report dated October 7, 2019 |
| Exhibit 99.7 | Material Change Report December 11, 2019 |
| Exhibit 99.8 | Material Change Report dated December 20, 2019 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| 37 Capital Inc. |
|---|
| /s/ Jake H. Kalpakian |
| Jake H. Kalpakian |
| President |
| January 7, 2020 |
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****
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital executes a Binding LOI for the Acacia Property, Central British Columbia
VANCOUVER,BRITISH COLUMBIA. September 12, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company is pleased to announce that it has entered into a binding letter of intent (“LOI”) with Eagle Plains Resources Inc. (“Eagle Plains”) to enter into and execute a property option agreement in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company shall have the right and option to acquire a 60% interest in the Acacia Property by issuing in stages a total of 300,000 common shares of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years. The Acacia Property Option Agreement shall contain other terms and conditions as are customary for transactions of this nature. The Company and Eagle Plains have agreed to work diligently and in good faith to enter into and execute the Acacia Property Option Agreement by September 30, 2019.
The Acacia Property covers an area of approximately 4,715 hectares and is located in the Adams Plateau area of British Columbia, about 60 kms northeast of Kamloops and 22 kms east of the town of Barriere. The Acacia Property is in close proximity to the past producing Homestake and Samatosum Mines, and has good infrastructure including forestry roads and nearby hydro and rail.
Furthermore, the Company is currently pursuing a silver project in South America.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
Statementsin this news release which are not historical facts are “forward-looking statements” that involve risks and uncertainties.Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertaintiessuch as the risk that the Company may not be able to complete the Acacia Property Option Agreement.
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NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital executes an Option Agreement for the Acacia Property, Central British Columbia
VANCOUVER,BRITISH COLUMBIA. September 30, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company is pleased to announce that further to its news release dated September 12, 2019, the Company has entered into and has executed a Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company shall have the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years. The Acacia Property Option Agreement contains terms and conditions as are customary for transactions of this nature.
The Acacia Property covers an area of approximately 4,715 hectares and is located in the Adams Plateau area of British Columbia, about 60 kms northeast of Kamloops and 22 kms east of the town of Barriere. The Acacia Property is in close proximity to the past producing Homestake and Samatosum Mines, and has good infrastructure including forestry roads and nearby hydro and rail.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
37 Capital Announces the AGM Results
November 20, 2019 – Vancouver, British Columbia – 37 Capital Inc. (the “Company” or “37 Capital”) (CSE: JJJ.X) (OTCQB: HHHEF). At the Annual General Meeting of the Company’s Shareholders which was held on Monday, November 18, 2019 in Vancouver, BC, the Shareholders received the Audited Financial Statements for the year ended December 31, 2018 and the Auditor’s Report thereon; fixed the number of Directors for the ensuing year at four; re-elected Jake H. Kalpakian, Neil Spellman, Gregory T. McFarlane and Fred A.C. Tejada as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the Canadian Securities Exchange’s website at http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37 Capital Inc.
“Jake H. Kalpakian”
Jake H. Kalpakian
President & CEO
TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital announces Financing
VANCOUVER, BRITISHCOLUMBIA. December 2, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company wishes to announce that it intends to raise funds for the Company which will consist of up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000. Each flow-through unit will consist of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities that may be issued in connection with this financing will be subject to a four-month and a day hold period. This financing is subject to the approval of the Canadian Securities Exchange (CSE).
In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this financing.
The funds raised from this financing will be used towards exploration work expenditures on the Acacia Property, which is located in central British Columbia.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37 CapitalInc.
“Jake H.Kalpakian”
Jake H. Kalpakian, President
TheCNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
Statementsin this news release which are not historical facts are “forward-looking statements” that involve risks and uncertainties.Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertaintiessuch as the risk that the Company may not be able to complete the Acacia Property Option Agreement.
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital acquires Colt’s 67% interest in the Extra High Property
VANCOUVER,BRITISH COLUMBIA. December 16, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company has entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property (the “Extra High Property”) for a cash consideration of $100,000 of which $25,000 has already been paid and the balance i.e. $75,000 is payable after eighteen months, and for a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000.
As a result of this transaction, the Company now owns a 100% undivided right, interest and title in and to the Extra High Property.
The Extra High Property is located on Samatosum Mountain, immediately south of the formerly producing Samatosum Mine, 60 km northeast of Kamloops, British Columbia, Canada. Furthermore, the Extra High Property is in close proximity to the past producing Homestake Mine, and has good infrastructure including forestry roads and nearby hydro and rail.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
Statementsin this news release which are not historical facts are “forward-looking statements” that involve risks and uncertainties.Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertaintiessuch as the risk that the Company may not be able to complete the Acacia Property Option Agreement.
51-102F3
Material Change Report
Item1. Name and Address of Company
37 Capital Inc. (the “Company”)
Suite 400 - 570 Granville Street
Vancouver, BC V6C 3P1
Item2. Date of Material Change
September 30, 2019
Item3. News Release
The news release was filed on SEDAR and disseminated through Stockwatch and Bay Street News (Market News Publishing).
Item 4. Summary of Material Change ****
The Company has entered into and has executed a Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company shall have the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years.
On October 4, 2019, the Company has issued the first tranche issuance of 100,000 common shares to Eagle Plains.
Item 5. Full Description of Material Change
Please see News Release dated September 30, 2019 attached as Schedule “A”.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not Applicable
Item 7. Omitted Information
None
Item 8. Executive Officer
Mr. Jake H. Kalpakian, President, (604) 681-1519 ext. 6105
Item 9. Date of Report
October 7, 2019
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SCHEDULE “A”
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital executes an Option Agreement for the Acacia Property,
CentralBritish Columbia
VANCOUVER,BRITISH COLUMBIA. September 30, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company is pleased to announce that further to its news release dated September 12, 2019, the Company has entered into and has executed a Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) in respect to the Acacia Property (the “Acacia Property Option Agreement”) whereby the Company shall have the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 300,000 common shares in the capital of the Company and by incurring a total amount of $2,500,000 in property related expenditures over a period of five years. The Acacia Property Option Agreement contains terms and conditions as are customary for transactions of this nature.
The Acacia Property covers an area of approximately 4,715 hectares and is located in the Adams Plateau area of British Columbia, about 60 kms northeast of Kamloops and 22 kms east of the town of Barriere. The Acacia Property is in close proximity to the past producing Homestake and Samatosum Mines, and has good infrastructure including forestry roads and nearby hydro and rail.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
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51-102F3
Material Change Report
Item
- Name and Address of Company
37 Capital Inc. (the “Company”)
Suite 400 - 570 Granville Street
Vancouver, BC V6C 3P1
Item 2. Date of Material Change
December 2, 2019
Item 3. News Release
The news release was filed on SEDAR and disseminated through Stockwatch and Bay Street News (Market News Publishing).
Item 4. Summary of Material Change
The Company intends to raise funds for the Company which will consist of up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000. Each flow-through unit will consist of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities that may be issued in connection with this financing will be subject to a four-month and a day hold period. This financing is subject to the approval of the Canadian Securities Exchange.
Item 5. Full Description of Material Change
Please see News Release dated December 2, 2019 attached as Schedule “A”.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not Applicable
Item 7. Omitted Information
None
Item 8. Executive Officer
Mr. Jake H. Kalpakian, President, (604) 681-1519 ext. 6105
Item 9. Date of Report
December 11, 2019
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SCHEDULE “A”
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital announces Financing
VANCOUVER,BRITISH COLUMBIA. December 2, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company wishes to announce that it intends to raise funds for the Company which will consist of up to 4,000,000 flow-through units of the Company at a price of $0.05 per unit for gross proceeds to the Company of $200,000. Each flow-through unit will consist of one flow-through common share of the Company and one non-flow-through share purchase warrant to acquire one non-flow-through common share of the Company at a price of $0.10 for a period of two years. All securities that may be issued in connection with this financing will be subject to a four-month and a day hold period. This financing is subject to the approval of the Canadian Securities Exchange (CSE).
In the event that the Company’s shares trade on the CSE at $0.20 per share or above for a period of 10 consecutive trading days, a forced exercise provision will come into effect for the warrants issued in connection with this financing.
The funds raised from this financing will be used towards exploration work expenditures on the Acacia Property, which is located in central British Columbia.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
Statementsin this news release which are not historical facts are “forward-looking statements” that involve risks and uncertainties.Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertaintiessuch as the risk that the Company may not be able to complete the Acacia Property Option Agreement.
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51-102F3
Material Change Report
Item1. Name and Address of Company
37 Capital Inc. (the “Company”)
Suite 400 - 570 Granville Street
Vancouver, BC V6C 3P1
Item2. Date of Material Change
December 16, 2019
Item3. News Release
The news release was filed on SEDAR and disseminated through Stockwatch and Bay Street News (Market News Publishing).
Item 4. Summary of Material Change ****
The Company has entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property (the “Extra High Property”) for a cash consideration of $100,000 of which $25,000 has already been paid and the balance i.e. $75,000 is payable after eighteen months, and for a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000. As a result of this transaction, the Company now owns a 100% undivided right, interest and title in and to the Extra High Property.
Item 5. Full Description of Material Change
Please see News Release dated December 16, 2019 attached as Schedule “A”.
Item 6. Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not Applicable
Item 7. Omitted Information
None
Item 8. Executive Officer
Mr. Jake H. Kalpakian, President, (604) 681-1519 ext. 6105
Item 9. Date of Report
December 20, 2019
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SCHEDULE “A”
NEWSRELEASE
| Symbols: | JJJ.X - CSE |
|---|---|
| HHHEF - OTCQB |
37Capital acquires Colt’s 67% interest in the Extra High Property
VANCOUVER,BRITISH COLUMBIA. December 16, 2019. 37 Capital Inc. (the “Company” or “37 Capital”). The Company has entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property (the “Extra High Property”) for a cash consideration of $100,000 of which $25,000 has already been paid and the balance i.e. $75,000 is payable after eighteen months, and for a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000.
As a result of this transaction, the Company now owns a 100% undivided right, interest and title in and to the Extra High Property.
The Extra High Property is located on Samatosum Mountain, immediately south of the formerly producing Samatosum Mine, 60 km northeast of Kamloops, British Columbia, Canada. Furthermore, the Extra High Property is in close proximity to the past producing Homestake Mine, and has good infrastructure including forestry roads and nearby hydro and rail.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37Capital Inc.
“JakeH. Kalpakian”
Jake H. Kalpakian, President
TheCSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Tradingin the securities of the Company should be considered speculative.
Statementsin this news release which are not historical facts are “forward-looking statements” that involve risks and uncertainties.Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertaintiessuch as the risk that the Company may not be able to complete the Acacia Property Option Agreement.
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