37 CAPITAL INC 20-F for FY2021
37 CAPITAL INC (HHHEF)
About this 20-F
37 CAPITAL INC filed this 20-F on May 16, 2022, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- 1.04M CAD
- compared with a net loss of 133.38K CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from ___ to ___
OR
Date of event requiring this shell company report: _______
Commission file number
(Exact name of Registrant as specified in its charter)
British Columbia, Canada
(Jurisdiction of Incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
| Common Stock, Fully Paid and Non-Assessable Common Shares Without Par Value | ||
| (Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
| (Title of Class) |
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 4,495,947 common shares as of December 31, 2021. No preferred shares issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Emerging growth company |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
| Item 17 ☐ | Item 18 ☐ |
If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| 1 |
37 CAPITAL INC.
FORM 20-F ANNUAL REPORT 2021
TABLE OF CONTENTS
| ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 3 |
| ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE | 3 |
| ITEM 3. KEY INFORMATION | 3 |
| ITEM 4. INFORMATION ON THE COMPANY | 7 |
| ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 15 |
| ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 22 |
| ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 25 |
| ITEM 8. FINANCIAL INFORMATION | 30 |
| ITEM 9. THE OFFER & LISTING | 31 |
| ITEM 10. ADDITIONAL INFORMATION | 34 |
| ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 43 |
| ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 44 |
| ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 44 |
| ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 44 |
| ITEM 15. CONTROLS AND PROCEDURES | 45 |
| ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES. | 45 |
| ITEM 17. FINANCIAL STATEMENTS | 46 |
| ITEM 18. FINANCIAL STATEMENTS | 46 |
| ITEM 19. LIST OF EXHIBITS | 47 |
| SIGNATURE PAGE | 85 |
| 2 |
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
| Name of Directors and/or Officers of the Issuer | Position Held as at the date of this Annual Report |
| Jacob H. Kalpakian Vancouver, British Columbia, Canada | President, CEO and Director |
| Neil Spellman* Carlsbad, CA, USA | CFO & Director |
Bedo H. Kalpakian*1 , Delta, British Columbia, Canada |
Director |
| Gregory T. McFarlane*, Washington, Utah, USA | Director |
| Maria P. Arenas Surrey, British Columbia, Canada | Corporate Secretary |
*Members of the Audit Committee
1Bedo Kalpakian was appointed to the Board of Directors on May 25, 2021
Fred Tejada stepped down from the Board of Directors on May 1, 2021.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
Item 3.A. Selected Financial Data
The selected financial data in Table I has been derived from the audited financial statements of 37 Capital Inc. (hereinafter referred to as the “Company” or the “Registrant” or “37 Capital”). The financial data under 2021, 2020, 2019, 2018 and 2017 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The information should be read in conjunction with the Registrant's financial statements and notes thereto included in Item 17 of this Annual Report.
All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified. All common shares and per share amounts included in this Annual Report on Form 20-F (2021) have been restated to give retroactive effect to the 5:1 share consolidation, which took effect on June 20, 2021 as further described in Results of Operations in Item 4.(a) of this document.
TABLE I
The financial data under the tables 2021, 2020, 2019, 2018 and 2017 have been prepared in accordance with IFRS.
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019 | Year Ended December 31, 2018 | Year Ended December 31, 2017 | ||||||||||||||||
| Operating Revenue | $ | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
| Interest Income | $ | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
| Comprehensive loss | $ | (1,044,863 | ) | (133,379 | ) | (147,137 | ) | (160,856 | ) | (183,934 | ) | |||||||||
| Basic and diluted loss per common share before other items | $ | (0.24 | ) | (0.09 | ) | (0.10 | ) | (0.12 | ) | (0.14 | ) | |||||||||
| Total Assets | $ | 2,113 | 40,573 | 33,180 | 2,960 | 3,012 | ||||||||||||||
| Capital Stock | $ | 27,511,269 | 25,864,950 | 25,857,450 | 25,849,950 | 25,770,450 | ||||||||||||||
| Number of common shares at year-end | $ | 4,495,947 | 1,458,542 | 1, 438,542 | 1,418,542 | 1,298,542 | ||||||||||||||
| Long-term obligations | $ | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
| Cash dividends | $ | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
| 3 |
Bank of Canada Exchange Rates
| Monthly High ($)(1) | Monthly Low ($)(1) | ||||||||
| July 2021 | 0.8102 | 0.7838 | |||||||
| August 2021 | 0.8002 | 0.7778 | |||||||
| September 2021 | 0.7988 | 0.7795 | |||||||
| October 2021 | 0.8111 | 0.7903 | |||||||
| November 2021 | 0.8085 | 0.7817 | |||||||
| December 2021 | 0.7910 | 0.7727 | |||||||
(1) The high and low exchange rates have been calculated using the rates of the Bank of Canada.
| For Year Ended December 31, 2021 | For Year Ended December 31, 2020 | For Year Ended December 31, 2019 | For Year Ended December 31, 2018 | For Year Ended December 31, 2017 | ||||||||||||||||
| Average rate ($)(2) | 0.7980 | 0.7461 | 0.7560 | 0.7446 | 0.7708 | |||||||||||||||
| High ($)(3) | 0.8306 | 0.7863 | 0.7699 | 0.7581 | 0.8245 | |||||||||||||||
| Low ($)(3) | 0.7727 | 0.6898 | 0.7393 | 0.7330 | 0.7276 | |||||||||||||||
(2) The average exchange rate for the period has been calculated using the yearly rate of the Bank of Canada.
(3) The high and low exchange rates in each period were determined from the yearly rate of the Bank of Canada.
All of the amounts in the Exchange rates tables above are stated in U.S. currency. Accordingly, at the closing on December 31, 2021, the US $1.00 was equal to Cdn $0.7888.
Item 3.D. Risk Factors
The Company and the Securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's Securities:
1). RISKS RELATED TO THE COMPANY’S BUSINESS
- Regulations: Mineral exploration programs are subject to extensive federal, provincial and local laws and regulations governing such exploration, development and operation of mining activities as well as the protection of the environment, including laws and regulations relating to obtaining permits to mine, protection of air and water quality, hazardous waste management, mine reclamation and the protection of endangered or threatened species.
- Exploration and Development: The resource properties in which the Company has an interest are in the exploration stages only and do not have a known body of commercial ore. Exploration and development of natural resource properties involve a high degree of risk and few properties which are explored are ultimately developed into producing properties. Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities or grades to justify commercial operations or that the funds required for development can be obtained on a timely basis.
| 4 |
- Operating Hazards and Risks: Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.
- Fluctuating Metal Prices: The prices of those commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation or deflation, currency exchange rate fluctuations, interest rates fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the prices of metals determines the economic viability of exploration projects, which cannot be accurately predicted.
- Environmental Factors: Should the Company decide to conduct any mineral exploration work then all phases of the Company's mineral exploration work shall be subject to environmental regulations. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.
- Competition: The resource industry is intensely competitive in all of its respective phases, and the Company competes with many companies possessing much greater financial resources and technical facilities than the Company. As such, competition is adversely affecting the Company's ability to acquire suitable mineral exploration properties at reasonable prices.
- Management: The Company is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company.
- Dilution: There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.
- Revenues and Dividends: The Company does not anticipate to generate any revenue in the future and has not recognized any revenue in fiscal 2017, 2018, 2019, 2020 and 2021. In the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance growth. Furthermore, apart from the Arrangement Agreement, the Company has not paid any dividends in the past and does not expect to pay any dividends in the future.
- Requirement of New Capital: As a company without any revenues, the Company typically needs more capital than it has available to it or can expect to generate through the sale of its assets. In the past, the Company has had to raise, by way of debt and equity financings, considerable funds to meet its capital needs. There is no assurance that the Company will be able to continue to raise funds needed for its business. Failure to raise the necessary funds in a timely fashion will limit the Company's growth or may jeopardize the Company’s ability to continue as a going concern. The Company has outstanding debts, has working capital deficiency, has no revenues, has incurred operating losses, and has no assurances that sufficient funding will be available to the Company to continue its operations for an extended period of time.
- U.S. Federal Income Tax Considerations: The Company is classified as a Passive Foreign Investment Company ("PFIC") for U.S. Federal Income Tax purposes. Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that are not encountered in other investments. Prospective investors are advised to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.
| 5 |
- Penny Stock: The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act. The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company's securities in the secondary market. Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq. The Company's securities were quoted for trading on the OTCQB tier of the OTC Markets Group (“OTCQB”) until June 1, 2020. Presently, the Company’s securities are quoted on the PINK Sheets on the OTC market. Penny Stocks, such as the Company's securities, can be very risky. Prices of Penny Stocks are often not available. Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks. There is no guaranteed rate of return on Penny Stocks. Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for the trade. The firm also must mail a confirmation of these prices to the investor after the trade. The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock. This Statement is required by the U.S. Securities and Exchange Commission ("SEC") and contains important information on Penny Stocks. Furthermore, under penalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the following: 1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received by the brokerage firm's salesperson for the trade. In addition, to these items listed above the investor's brokerage firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.
- Disruption in Trading: Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade order at any time for certain reasons, including, but not limited to, the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.
- Market Price Volatility: The market price of the Company’s common shares has experienced considerable volatility and may continue to fluctuate in the future. Furthermore, there is a limited trading market for the Company’s common shares and as such, the ability of investors to sell their shares cannot be assured.
- Covid-19 Pandemic - In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration work on its Extra High mineral property in a timely manner. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.
- Tax Considerations – Persons considering the purchase of the Company’s common shares should consult their tax advisors with regard to the application of Canadian, U.S. and other tax laws to their particular situation.
- Investment in Mexican Gaming Company: The Company has determined that it will not recover its investment in the Mexican gaming company.
- The Company’s investment in its mineral exploration property: Changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its Extra High mineral exploration property. A drop in the availability of equity financings will likely impede spending on mineral properties. As a result of all these significant risks, it is quite possible that the Company shall lose its investment in the Company’s Extra High mineral exploration property.
| 6 |
ITEM 4. INFORMATION ON THE COMPANY
Item 4.A. History and Development of the Company
The legal and commercial name of the company is 37 CAPITAL INC. (“37 Capital”).
The Company was incorporated by memorandum under the Company Act of the Province of British Columbia, Canada on August 24, 1984 (Exhibit 3.1 – Incorporated by reference) and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984. On May 31, 1988, the Company adopted as the French form of its name "Ressources Armeno Inc.". On May 25, 1992, the name of the Company was changed to Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc." in the French form. On April 25, 2000, the name of the Company was changed from Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc.", in the French form, to Golden Nugget Exploration Inc. On May 2, 2002, the name of the Company was changed from Golden Nugget Exploration Inc. to Lucky 1 Enterprises Inc. On January 17, 2005, the name of the Company was changed from Lucky 1 Enterprises Inc. to Bronx Ventures Inc. and the Company adopted new Articles (Exhibit 3.2 - Incorporated by reference). On March 19, 2007, the Company changed its name to Zab Resources Inc. On April 16, 2009, the Company changed its name from Zab Resources Inc. to Kokomo Enterprises Inc. On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. to High 5 Ventures Inc. (Exhibit 3.5 – Incorporated by reference). On July 7, 2014, the Company changed its name to 37 Capital Inc. (see Exhibit 3.6 – Incorporated by reference).
On April 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board and were listed for trading on the OTCQB tier of the OTC Markets Group Inc. (“OTCQB) until June 1, 2020. Presently, the Company’s shares are listed for trading on the PINK Sheets on the OTC Markets. Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange (hereinafter referred to as the “CDNX”) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading on July 31, 2001.
On July 30, 1986, the Company's share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company's share capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s share capital was consolidated on the basis of thirty-five-old-for-one-new common share and its authorized share capital was increased to an unlimited number of common and preferred shares without par value. On March 19, 2007, the Company subdivided its capital stock on a 1 (old) share for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab Resources Inc. (“Zab”) commenced trading on March 22, 2007 on the OTC Bulletin Board in the USA under the symbol “ZABRF”.
As of November 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”) (formerly known as the Canadian National Stock Exchange (CNSX)) under the trading symbol “ZABK”. On October 17, 2008, the Company’s trading symbol on the CSE was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.
On April 16, 2009, the Company’s share capital was consolidated on the basis of 25 (old) shares for 1 (new) share and the Company changed its name to Kokomo Enterprises Inc. (“Kokomo”). As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTC Bulletin Board under the symbol “KKOEF”.
On August 31, 2012, the Company’s share capital was consolidated on the basis of 15 (old) common shares for 1 (new) common share and the Company changed its name to High 5 Ventures Inc. (“High 5”). As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH”, and in the U.S.A. the shares of High 5 traded on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares is 42966V105.
On April 8, 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of the investment and recorded impairment of $799,999 on the investment due to nominal royalty payments received.
| 7 |
On July 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and the Company changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from trading and the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the shares of 37 Capital started trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares was 88429G102.
On June 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’s trading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market under the same trading symbol “HHHEF”.
On June 15, 2021, the Company’s share capital was consolidated on the basis of 5 (old) common shares for 1 (new) common share. As a result of the consolidation, the shares of the Company commenced trading on a consolidated basis in Canada on the CSE under the symbol “JJJ.X”, and in the U.S.A. the shares of 37 Capital are listed for trading on the PINK Sheets on the OTC market under the trading symbol “HHHEF. The Cusip number of the Company’s common shares is 88429G201.
Since its incorporation, the Company has been engaged primarily in the identification, acquisition, exploration and, if warranted, the development of natural resource properties and, for a brief period of time from 1991 to 1994, the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A. (“Armenonic”) operated the San Bartolome lead/zinc/silver mine in Ecuador.
37 Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Province of British Columbia, and the Company has a one-half percent (1/2%) gross receipts royalty interest in certain lithium mineral properties located in the Province of Ontario. Furthermore, the Company had entered into a Property Option Agreement and an Amendment Agreement to the Property Option Agreement in respect to the Acacia Property in British Columbia, Canada whereby the Company had the right and option to acquire a 60% interest in the subject property on certain terms and conditions (see Item 4.D II). The Property Option Agreement and the Amendment Agreement to the Property Option Agreement in respect to the Acacia Property were mutually terminated as of November 1, 2021. The principal business of 37 Capital is in mineral exploration. The Compan’'s ability to pursue its stated primary business and to meet its obligations as they come due is dependent upon the ability of management to obtain the necessary financings either through private placements or by means of public offerings of the Compan’'s securities or through the exercise of incentive stock options or warrants or through debt financings or through the sale of its assets or through the issusance of the Company’s securities.
Arrangement Agreement
On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).
On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) (see Exhibit 12 – Incorporated by reference) with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).
At the Company’s annual and special meeting which was held on June 4, 2015 (see Exhibit 12–- Incorporated by reference), the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.
In respect to the plan of arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.
| 8 |
The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1 being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 27 Red as a capital distribution and recorded as a dividend.
Furthermore on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2 being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns as a capital distribution and recorded as a dividend.
A copy of the Arrangement Agreement is available on www.SEDAR.com.
As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.
On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 – Incorporated by reference).
On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).
Company Information
On August 23, 2016, Mr. Neil Spellman of Carlsbad, California, joined the Board of Directors of the Company. Mr. Spellman was appointed as the CFO of the Company effective as of April 1, 2017.
Effective as of August 1, 2021, the Company’s office is located at Suite 303, 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1. The telephone number is (604) 681-1519 (ext. 6105) and the telefax number is (604) 681-9428. The contact person is Jake H. Kalpakian.
The Company's registered office and records office is located at Suite 3200-650 West Georgia Street
Vancouver BC V6B 4P7. The telefax number is (604) 669 9385.
The Registrar and Transfer Agent of the Company is Computershare Investor Services Inc., 510 Burrard Street, Vancouver, BC, Canada V6C 3B9. The telefax number is (604) 661-9407.
The Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants, 475 Howe Street #1700, Vancouver, BC, V6C 2B3. The telefax number is (604) 688-4675.
| 9 |
Item 4.B. Business Overview
Summary
37 Capital is a junior mineral exploration company. The Company has a 100% undivided interest in the Extra High Claims located in the Province of British Columbia, and the Company is entitled to receive a one-half percent (1/2%) gross receipts royalty interest from certain lithium mineral properties located in the Province of Ontario after six months from the date of commencement of commercial production. Furthermore, the Company had entered into a Property Option Agreement and an Amendment Agreement to the Property Option Agreement in respect to the Acacia Property in British Columbia, Canada whereby the Company had the right and option to acquire a 60% interest in the subject property on certain terms and conditions (see Item 4.D II). By mutual consent, the Property Option Agreement and the Amendment Agreement to the Property Option Agreement were terminated effective November 1, 2021. The principal business of 37 Capital is in mineral exploration. However, the Company had a minority investment in a non-mining related project located in Mexico. The Company has determined that it will not recover its investment in the non-mining related project located in Mexico.
37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.Sedar.com . The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K at the following link:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000825171&owner=exclude&count=40 will give you direct access to the Company’s filings.
Presently, 37 Capital is seeking opportunities of merit to get involved with. It should be noted that there are no assurances whatsoever that 37 Capital shall be successful in its attempts of seeking opportunities of merit.
Item 4. C. Organizational Structure
Arrangement Agreement
On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).
On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) (see Exhibit 12 – Incorporated by reference) with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).
At the Company’s annual and special meeting which was held on June 4, 2015 (see Exhibit 12 - Incorporated by reference), the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.
In respect to the plan of arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.
The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1 being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 27 Red as a capital distribution and recorded as a dividend.
| 10 |
Furthermore on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2 being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns as a capital distribution and recorded as a dividend.
A copy of the Arrangement Agreement is available on www.SEDAR.com.
As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.
On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 – Incorporated by reference).
On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).
As a result of the completion of the Consulting Agreements, 27 Red and 4 Touchdowns are are no longer related to the Company.
Item 4.D. Property, Plants and Equipment
I. Extra High Claims, Kamloops Mining Division, British Columbia, Canada
On March 26, 2004, the Company entered into an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s length party (the “Arm’s Length Party”) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the “Extra High Claims”). Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company obtained the right to acquire a 100% undivided interest in the Extra High Claims, subject to a 1.5% net smelter returns royalty (the “Arm’s Length Royalty”), by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High Claims totalling $500,000 over a period of three years. Upon the Company earning a 100% undivided interest in the Extra High Claims, the Company obtained the right to purchase at any time 50% of the Arm’s Length Royalty by paying to the Arm’s Length Party the sum of $500,000 leaving the Arm’s Length Party with a 0.75% NSR royalty.
In the spring of 2004, the Company commissioned an independent review of the Extra High Mineral Property by Erik Ostensoe, P. Geo., who prepared a report, dated the 22nd day of April, 2004 titled “National Policy 43-101 Report, Extra High Mineral Property, Kamloops Mining Division, British Columbia”. The report recommended exploration work programs be carried out on the Extra High Mineral Property in order to evaluate the mineral potential of the Extra High Mineral Property. This report has been filed on www.Sedar.com by the Company.
From May, 2005 up to December, 2005, the Company conducted its exploration program on the Extra High Claims. The exploration program consisted of soil sampling, geological mapping, trenching and diamond drilling. A total of 1,874.3 metres of NQ diamond drilling and 455 lineal metres of trenching were completed while 194 soil samples were collected over 4 areas on the Extra High Mineral Property. The exploration work program was conducted by, and was under the direct supervision of, J.W. Murton, P. Eng, a qualified person as defined by National Instrument 43-101. At the time, Mr. J.W. Murton was a director of the Company. Mr. J. W. Murton has recommended a two phase exploration program on the Extra High Mineral Property due to the positive results obtained from the 2005 exploration program. Mr. J. W. Murton has prepared for the Company a Technical Report (NI 43-101) on the Extra High Claims (2005 Exploration Program) dated February 28, 2006 which has been filed by the Company on www.Sedar.com, and on the Company’s corporate website, www.37capitalinc.com. For further particulars about the Extra High Mineral Property and the 2005 Exploration Program, please visit either www.sedar.com or www.37capitalinc.com. Mr. J.W. Murton is no longer a director of the Company.
| 11 |
On September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”), a company formerly related by certain directors and officers, whereby Colt obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Claims by incurring exploration expenditures of $240,000 on the Extra High Claims by no later than February 28, 2007 and by making cash payments to the Company totalling $133,770 by no later than March 26, 2007.
On September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra High Claims.
On October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra High Claims and to make the cash payments to the Company.
On April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was released of the requirement to incur the remaining exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s Length Party.
On June 14, 2007, the Company amended its Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest in the Extra High Claims by making cash payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending Agreement released Colt of the requirement to incur $240,000 in exploration expenditures on the Extra High Claims.
On June 26, 2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra High Claims subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest in the Extra High Claims, thus reducing the Company’s interest to 66%.
During 2007, the Company and its joint venture partner Colt conducted a diamond drilling program on the Extra High Claims. A total of 1,293.59 metres were drilled in 8 NQ diamond drill holes. The diamond drilling program was targeted at expanding the previously indicated mineralization in the K7 lens and was successful in revealing the potential for larger zones of lower grade mineralization lying adjacent to the massive sulphide mineralization indicated in earlier work. The diamond drilling program was conducted by and was under the direct supervision of J. W. Murton, P. Eng., a qualified person as defined by National Instrument 43-101. At the time, Mr. J. W. Murton was a director of the Company. For further particulars about the diamond drilling program please see the report on the 2007 Diamond Drilling Program dated February 28, 2008 that was prepared for the Company and Colt by J. W. Murton, P. Eng. which has been filed by the Company on its corporate website www.37capitalinc.com. As of December 10, 2009, J.W. Murton resigned as a director of the Company.
At December 31, 2007, the Company held a 66% interest in the Extra High Claims.
On January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) (Exhibit 10.11.3 - Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in the Extra High Claims. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Claims. As a result of Colt exercising the first tranche of the option, Colt increased its undivided interest in the Extra High Claims to 67% and Colt became the operator of the Extra High Claims.
| 12 |
In order to exercise the second tranche of the option, Colt was required to make a cash payment of $250,000 to the Company on or before December 31, 2008. Colt did not exercise the second tranche of the option. Consequently, Colt held a 67% undivided interest in the Extra High Claims and the Company held a 33% undivided interest in the Extra High Claims. Pursuant to the Joint Venture which the Company and Colt had formed, each party were required to contribute its proportionate share of property related expenditures. If any party fails to contribute its share of future property related expenditures, then its interest will be diluted on a straight-line basis. If any party’s interest is diluted to less than 10%, then that party’s interest in the Extra High Claims will be converted into a 0.5% net smelter returns royalty.
Neither the Company nor the operator of the Extra High Claims had incurred any meaningful exploration or evaluation expenditures in recent years with respect to the Extra High Claims. Accordingly, during the fiscal year-ended 2011 the Company recognized an impairment provision of $151,339 to reduce the carrying amount to $1. If there is an indication in the future that the impairment loss recognized no longer exists or has decreased, the recoverable amount will be estimated and the carrying value of the property will be increased to its recoverable amount. The Company did not incur any expenditures on the Extra High Claims during the years 2018, 2019, 2020, 2021 however during 2016 the Company transferred from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totalling $4,096 to Colt’s PAC account to enable Colt to use the credits towards assessment filing on the Extra High Claims.
Pursuant to the March 30, 2016 Amending Agreement (Exhibit 10.11.4 – Incorporated by reference), Colt and the Company agreed to reduce the size of the Extra High Claims from 1,077 hectares to 650 hectares by abandoning certain claims.
On March 31, 2016, the Company together with Colt have extended to December 25, 2019 the expiry date of certain mineral claims totalling 650 hectares which comprise the Extra High Claims. During 2016, the Company together with Colt have abandoned a total of 427 hectares of mineral claims which were previously part of the Extra High Claims. A 2016 Assessment Report on Preliminary Metallurgical Testing on the Extra High Claims was prepared by J.W. Murton on May 20, 2016 on behalf of Colt.
As at December 31, 2018, the Company held a 33% undivided interest in the Extra High Claims.
On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt whereby the Company has purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months (unpaid) from the closing date. Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000 (see Exhibit 10.11.5 – Incorporated by reference). As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.
The Company withdrew from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totalling $51,920.64 to extend the expiry date of the Extra High Property until December 25, 2021. On December 1, 2021, the Deputy Chief Gold Commissioner of the Government of British Columbia granted the request by the Company to extend the expiry date of the Extra High mineral claims until July 31, 2022.
In addition to the 0.5% NSR Royalty payable to Colt, the Extra High Property is subject to a 1.5% Net Smelter Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can be purchased by the Company at any time by paying $500,000.
During the year ended December 31, 2021, the Company recorded an impairment loss of $25,001 as the Company has decided not to conduct any further exploration work on the Extra High Property.
As of the date of this Annual Report, the Company holds a 100% undivided interest in the Extra High Claims.
The Extra High Claims are located on Samatosum Mountain, immediately south of the formerly producing Samatosum Mine, 60 km northeast of Kamloops, British Columbia.
| 13 |
Legal Description
The Extra High Mineral Claims tenures are as follows:
| TENURE NUMBER | NAME OF CLAIM | Property Size (in hectares) | CONVERSION DATE OR DATE STAKED | BC MAP # | EXPIRY DATE | ||||||||||||
| 509949 | Extra High | 60.829 | 2005/MAR/31 | 082M | 2022/JUL/31 | ||||||||||||
| 509961 | Extra High | 121.664 | 2005/MAR/31 | 082M | 2022/JUL/31 | ||||||||||||
| 509969 | Extra High | 344.834 | 2005/MAR/31 | 082M | 2022/JUL/31 | ||||||||||||
| 510214 | Extra High | 40.557 | 2005/APR/05 | 082M | 2022/JUL/31 | ||||||||||||
| 510215 | Extra High | 81.124 | 2005/APR/05 | 082M | 2022/JUL/31 | ||||||||||||
| Total: | 650 | ||||||||||||||||
During 2016, the Company together with Colt abandoned the following mineral claims totaling 427 hectares which were previously part of the Extra High Claims:
| TENURE NUMBER | NAME OF CLAIM | Property Size (in hectares) | CONVERSION DATE OR DATE STAKED | BC MAP # | EXPIRY DATE | ||||||||||||
| 509956 | Extra High | 182.52 | 2005/MAR/31 | 082M | 2016/APR/02 | ||||||||||||
| 509963 | Extra High | 40.569 | 2005/MAR/31 | 082M | 2016/APR/02 | ||||||||||||
| 510213 | Extra High | 20.289 | 2005/APR/05 | 082M | 2016/APR/02 | ||||||||||||
| 510306 | Extra High | 60.857 | 2005/APR/05 | 082M | 2016/APR/02 | ||||||||||||
| 509952 | Super High#1 | 60.824 | 2005/MAR/31 | 082M | 2016/MAR/31 | ||||||||||||
| 520184 | Super High#2 | 20.275 | 2005/SEP/20 | 082M | 2016/SEP/20 | ||||||||||||
| 520186 | Super High#3 | 40.544 | 2005/SEP/20 | 082M | 2016/SEP/20 | ||||||||||||
II. Acacia Property, Adams Plateau, British Columbia
On September 30, 2019, the Company entered into a property option agreement (the “Option Agreement”) with Eagle Plains Resources ltd. (“Eagle Plains”) to acquire a 60% interest in the Acacia Property (“Acacia Property”) in Adams Plateau Area of the Province of British Columbia. The following was required to exercise the option:
| • | Issuance of 20,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia PropertyNI 43-101 Technical Report; |
| • | Incur of a total of $100,000 in property related expenditures on or before the first anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $100,000 in property related expenditures on or before the second anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $300,000 in property related expenditures on or before the third anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $750,000 in property related expenditures on or before the fourth anniversary of the Option Agreement; and |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related expenditures on or before the fifth anniversary of the Option Agreement. |
Within a period of 30 days after each annual anniversary of the Option Agreement, the Company was required to decide whether or not it wishes to continue with the Option Agreement.
| 14 |
On October 15, 2020, the Company entered into an amendment agreement to the Option Agreement with Eagle Plains as the Company was not able to incur the required amount of $100,000 in property related expenditure during the 1st Anniversary. The following were the amendments which were required to exercise the option:
| • | Issuance of 20,000 common shares (issued) to Eagle Plans. |
| • | Commitment to incur $200,000 in property related expenditures during the 2nd period of the agreement which was not incurred by the Company. |
During November 2021, by mutual consent, the Company and Eagle Plains terminated the Option Agreement dated September 30, 2019 and the Amendment Agreement to the Option Agreement dated October 15, 2020. Accordingly, the Company recorded an impairment loss of $15,000.
III. Ontario, Canada Lithium Properties (Mineral Leases)
These Mineral Leases were previously written off at the end of fiscal 2000. During the year ended December 31, 2008, the Company sold all of its Mineral Leases for gross proceeds of $54,500. However, in the event that at a future date the Mineral Leases are placed into commercial production, then the Company is entitled to receive a 0.50% gross receipts royalty after six months from the date of commencement of commercial production.
IV. Investment in Mexican Gaming Company
In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As of December 31, 2013, the Company invested $800,000 and advanced $49,200 for working capital purposes. The Mexican gaming company repaid the $49,200 advanced and the Company recognized $4,157 in royalty revenue during the year ended December 31, 2014. As at December 31, 2014, the Company assessed the fair value of its investment in Mexico and recorded impairment of $799,999 on the investment due to nominal royalty payments received (see Exhibit 10.13 – Incorporated by reference). On December 31, 2021, the Company received confirmation that the purchase and sale agreement with the Mexican gaming company has been terminated and is of no further effect. Accordingly, the Company recorded an impairment loss of $1.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Item. 5.A. Results of Operations
The following table contains selected annual information for the three years ended December 31, 2021, 2020 and 2019 which are in accordance with IFRS:
Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019 | ||||||||||
| Revenue | $ | 0 | 0 | 0 | ||||||||
| Interest income | 0 | 0 | 0 | |||||||||
| Expenses | (1,044,863 | ) | (133,379 | ) | (147,137 | ) | ||||||
| Basic and diluted loss per common share before other items | (0.24 | ) | (0.09 | ) | (0.10 | ) | ||||||
| Comprehensive loss | (1,044,863 | ) | (133,379 | ) | (147,137 | ) | ||||||
| Total assets | 2,113 | 40,573 | 33,180 | |||||||||
| Long-term financial obligations | 0 | 0 | 0 | |||||||||
| Cash dividends | 0 | 0 | 0 | |||||||||
| 15 |
All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.
In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ.X”, and in the USA, the Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market. The Cusip number of the Company’s common shares is 88429G102. The Company’s office is located at 303 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 3200-650 West Georgia Street, Vancouver BC V6B 4P7. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9.
For the year ended December 31, 2021:
| • | The Company’s operating expenses were $1,044,863 as compared to $133,379 for the corresponding period in 2020 and as compared to $147,137 for the corresponding period in 2019. |
| • | The Company recorded a comprehensive loss of $1,044,863 as compared to a comprehensive loss of $133,379 for the corresponding period in 2020 and as compared to a comprehensive loss of $147,137 during the corresponding period in 2019. |
| • | The Company’s basic and diluted loss per common share was $0.24 as compared to a basic and diluted loss of $0.09 during the corresponding period in 2020 and as compared to a basic and diluted loss of $0.10 during the corresponding period in 2019. |
| • | The Company’s total assets were $2,113 as compared to $40,573 during the corresponding period in 2020 and as compared to $33,180 during the corresponding period in 2019. |
| • | The Company’s total liabilities were $697,319 as compared to $1,337,235 during the corresponding period in 2020 and as compared $1,203,963 during the corresponding period in 2019. |
| • | The Company had a working capital deficiency of $695,206 as compared to a working capital deficiency of $1,336,664 during the corresponding period of 2020 and as compared to a working capital deficiency of $1,203,285 during the corresponding period in 2019. |
The Company is presently not a party to any legal proceedings whatsoever.
Plan of Arrangement
On February 26, 2015, the Company incorporated two wholly-owned private British Columbia subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”). On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) with 27 Red and 4 Touchdowns. A copy of the Arrangement Agreement is available on SEDAR.
In respect to the Plan of Arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.
At the Company’s annual and special meeting which was held on June 4, 2015, the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.
The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1 being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 27 Red as a capital distribution and recorded as a dividend.
| 16 |
Furthermore on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2 being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns as a capital distribution and recorded as a dividend.
As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.
On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 - Incorporated by reference).
On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).
On January 13, 2017, a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s solicitor Clark Wilson LLP. On February 21, 2017, an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and Kape Family Holdings Inc. (“Kape Holdings”) (formerly JAMCO Capital Partners Inc.) whereby the outstanding debt in the amount of $53,024.40 was assigned to Kape Holdings. The Company has acknowledged this assignment to Kape Holdings and has agreed to adjust the Company’s financial accounts and records to reflect this assignment. Kape Holdings is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. and Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company has been discontinued.
On April 1, 2017, Mr. Bedo H. Kalpakian stepped down as the Company’s President, CEO & CFO. In replacement to Mr. Bedo H. Kalpakian, effective as of April 1, 2017 Mr. Jacob H. Kalpakian has become the President & CEO of the Company, and Mr. Neil Spellman has become the CFO of the Company.
The Company’s Board of Directors decided to change the Company’s auditors. Effective as of March 28, 2017, the Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778. The former Auditors of the Company were Smythe LLP, Chartered Professional Accountants, 1700-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3. The telefax number is (604) 688-4675.
| 17 |
During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”), and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors. The Company issued 849,997 units of the Company to Jackpot at the price of $0.45 per unit in settlement of the Company’s outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 35,000 units of the Company at the price of $0.45 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at a price of $0.60 per share for a period of five years. The securities were subject to a hold period which expired on March 3, 2018 (see Exhibit 10.18- Incorporated by reference). During September 2018, Jackpot sold 160,000,000 units of 37 Capital to Kape Holdings. As at December 31, 2018 Jackpot owned 689,997 common shares in the capital of the Company representing approximately 48.64% of the then Company’s issued and outstanding common shares. During the nine months ended September 30, 2019 Jackpot sold 680,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2019 Jackpot owned 9,997 common shares in the capital of the Company representing approximately 0.69% of the then Company’s issued and outstanding common shares. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. Pursuant to debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, including Jackpot and the Company’s President and CEO, on January 25, 2021 the Company issued 2,957,406 common shares of the Company with a fair value of $0.55 per common share (the “Debt Settlement Shares”)(see Exhibit 10.20 – Incorporated by reference). On January 25, 2021, Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired a total of 615,395 Debt Settlement Shares of the Company. As of the date of this Annual Report, Jackpot owns 607,377 commons shares of the Company representing 13.51% of the Company’s issued and outstanding common shares, and the Company’s President & CEO owns directly and indirectly 439,039 common shares of the Company representing 9.76% of the Company’s issued and outstanding common shares. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
At the Company’s Annual General Meeting which was held on November 15, 2017 Mr. Bedo Kalpakian did not stand for re-election. At the Company’s Annual General Meetings which were held on November 16, 2018, November 18, 2019 and November 20, 2020, the Company’s shareholders passed all the resolutions presented including the re-election of Jacob H. Kalpakian, Gregory T. McFarlane, Fred A.C. Tejada and Neil Spellman 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.
Effective as of May 1, 2021, Fred A.C. Tejada resigned from the Board of Directors of the Company, and effective as of May 25, 2021, Bedo H. Kalpakian was appointed as a director of the Company.
At the Company’s Annual General Meeting, which was held on December 3, 2021, the Company’s shareholders passed all the resolutions presented including the re-election of Jake H. Kalpakian, Gregory T. McFarlane, Neil Spellman and Bedo H. Kalpakian 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.
During December 2019, the Company had intended to issue up to 800,000 flow-through units of the Company at a price of $0.25 per unit for gross proceeds to the Company of $200,000 in order to use the proceeds of this financing towards mineral exploration work expenditures located in the Province of British Columbia. However, due to the Covid-19 pandemic the Company has only been able to raise the amount of $20,000 which the Company intended to incur towards mineral exploration work expenditures during the Company’s 2021 fiscal year. As such, the Company has issued 80,000 flow-through units. Each flow-through unit consists 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 $0.50 for a period of two years. All securities issued in connection with this financing were subject to a hold period expiring on May 16, 2021. As of the date of this Annual Report, the Company has not incurred the mineral exploration work expenditures in the amount of $20,000.
The Company is presently not a party to any legal proceedings whatsoever.
| 18 |
Summary of Quarterly Results
| For the Quarterly Periods ended: | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | ||||||||||||
| Total Revenues | 0 | 0 | 0 | 0 | ||||||||||||
| Net loss and comprehensive loss | (969,942 | ) | (24,056 | ) | (30,952 | ) | (19,913 | ) | ||||||||
| Loss per share | (0.22 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||||
| For the Quarterly Periods ended: | December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||
| Total Revenues | 0 | 0 | 0 | 0 | ||||||||||||
| Net loss and comprehensive loss | (45,030 | ) | (26,138 | ) | (40,236 | ) | (21,885 | ) | ||||||||
| Loss per share | (0.01 | ) | (0.02 | ) | (0.03 | ) | (0.02 | ) | ||||||||
The Company’s business is not of a seasonal nature.
Item 5.B. Liquidity and Capital Resources
Liquidity and Capital Resources
The Company has incurred significant operating losses over the past three fiscal years, has limited resources, and no sources of operating cash flow.
During 2022, the Company shall require at least $400,000 so as to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.
As at December 31, 2021:
| • | the Company’s total assets were $2,113 as compared to $40,573 for the year ended December 31, 2020 and as compared to $33,180 for the year ended December 31, 2019. |
| • | the Company’s total liabilities were $697,319 as compared to $ $1,337,235 for the period ended December 31, 2020 and as compared to $1,203,963 for the period ended December 31, 2019. |
| • | the Company had $1,611 in cash as compared to $9 in cash for the year ended December 31, 2020 and as compared to $38 in cash for the year ended December 31, 2019. |
| • | the Company had GST receivable in the amount of $502 as compared to $562 for the year ended December 31, 2020 and as compared to $640 for the year ended December 31, 2019. |
Shares for Debt Financing
Pursuant to debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, on January 25, 2021 (see Exhibit 10.20 – Incorporated by reference), the Company issued 2,957,406 common shares of the Company (the “Debt Settlement Shares of the Company”) at a price of $0.25 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021. The fair value of the 2,957,406 common shares was $1,626,573. As a result, the Company recorded a loss on debt settlement of $887,222.
| 19 |
Private Placement Financing
There were no private placement financings during the year ended December 31, 2020 and 2019.
During the year ended December 31, 2020, the Company received $20,000 of subscription funds for 80,000 flow- through units of the Company at $0.25 per unit, each unit consisting of one common share and one share purchase warrant exercisable at $0.50 per share for two years. On January 15, 2021, the Company issued 80,000 flow-through units of the Company at $0.25 per unit. The securities issued were subject to a hold period which expired on May 16, 2021.
Warrants
As at December 31, 2021, a total of 944,997 warrants with exercise prices ranging from of $0.50 per warrant share to $0.60 per warrant share were outstanding.
While there are no assurances whatsoever that warrants may be exercised, however if any warrants are exercised in the future, then any funds received by the Company from the exercising of warrants shall be used for general working capital purposes.
Loan 2016
The Company had borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company to some of its creditors. The borrowed amount of $103,924 was non-interest bearing, unsecured and was payable on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 415,697 common shares of the Company with a fair value of $0.55 per shares in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Company recognized a loss of $124,709. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
Refundable Subscription
During the year ended December 31, 2016, the Company cancelled subscription agreements of a non brokered private placement totaling $45,000 and the Company refunded $35,000. As of December 31, 2020, the remaining $10,000 was owing and was due on demand. On January 25, 2021, the $10,000 was settled by the issuance of 40,000 common shares with a fair value of $0.55 per share pursuant to a debt settlement agreement dated December 11, 2020. A loss of $12,000 was recognized by the Company. The common shares issued were subject to a hold period which expired on May 26, 2021.
Convertible Debentures Financing 2015
On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 25%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.
On October 29, 2021 the Company entered into an Addendum (see Exhibit 10.15.1* - Attached) to the convertible debentures whereby the maturity date of the principal amount totaling $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely, until mutual consent of the Company and Lender has been reached.
| 20 |
At December 31, 2021, the Company recorded interest expense of $30,000 (2020 - $30,000). As of December 31, 2021, $250,000 of the convertible debentures are outstanding plus the accrued interest of $209,589 (2020 - $179,589) (2019 - $149,589).
Convertible Debentures Financing 2013
During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000. The convertible debentures had a maturity date of 18 months from the date of closing, and bore interest at the rate of 15% per annum payable on a quarterly basis. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of
$61,928 has been recorded under the equity portion of convertible debentures.
During the year ended December 31 2021, the Company recorded interest expense of $nil (2020 - $15,000) (2019 - $15,000). Pursuant to debt settlement agreements dated December 11, 2020 in respect to the convertible debentures 2013, on January 25, 2021 the Company issued an aggregate of 833,409 common shares of the Company with a fair value of $0.55 per share in settlement of the outstanding convertible debentures 2013 totaling $100,000 plus accrued interest. The Company recognized a loss of $250,023. The common shares issued were subject to a hold period which expired on May 26, 2021.
Stock Options
As at December 31, 2021, there were no outstanding stock options (December 31, 2020 – Nil) (December 31, 2019 - Nil). As of the date of this Annual Report, there are no outstanding stock options.
Item 5.C. Research and development, patents and licences
The Company does not have a research and development department nor does it have any patents or licenses.
Item 5.D. Trend Information
During the last several years commodity prices have fluctuated significantly, and should this trend continue or should commodity prices remain at current levels, then companies such as 37 Capital will have difficulty in raising funds and/or acquiring mineral properties of merit at reasonable prices.
Item 5.E. Off balance sheets arrangements.
The Company has no off balance sheets arrangements and the Company’s financial information including its balance sheets and statements of comprehensive loss have been fairly represented in accordance with IFRS.
Item 5.F. Tabular disclosure of contractual obligations
The Company has two convertible debentures totalling $250,000 plus accrued interest, which have been extended indefinitely (see Exhibit 10.15. 1* - Attached). The Company has no Capital Lease Obligations or Purchase Lease Obligations reflected on the Company’s Balance Sheets, however the Company has Obligations pursuant to the 2015 Convertible Debentures Financing (see Exhibit 10.15 – Incorporated by reference). During the year ended December 31, 2021, the Company entered into Debt Settlements Agreements to settle certain outstanding debts and loans (see Exhibit 10.20 – Incorporated by reference).
| 21 |
Furthermore, pursuant to the Property Purchase Agreement with Colt, the Company is obligated to pay $75,000 (unpaid as of the date of this Annual Report). to Colt within eighteen months from the closing date of the Property Option Agreement (see Exhibit 10.11.5 – Incorporated by reference).
In respect to information covered by Items 5.E. and 5.F., all financial information and statements have been fairly represented in accordance with IFRS.
Item 5.G. Safe Harbour
Special Note regarding Forward-Looking Statements
We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and other matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements. To comply with the terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements. When words and expressions such as: “believes,” “expects,” “anticipates,” “estimates,” “plans,” “intends,” “objectives,” “goals,” “aims,” “projects,” “forecasts,” “possible,” “seeks,” “may,” “could,” “should,” “might,” “likely,” “enable” or similar words or expressions are used in this Form 20-F, as well as statements containing phrases such as “in our view,” “there can be no assurances,” “although no assurances can be given,” or “there is no way to anticipate with certainty,” forward-looking statements are being made. These forward-looking statements speak as of the date of this Form 20-F.
The forward-looking statements are not guarantees of future performance and involve risk and uncertainties. These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements. These statements are based on our current beliefs as to the outcome projected or implied in the forward-looking statements. Furthermore, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate. The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in “Item 3.D. RISK FACTORS,” and elsewhere within the document and in other of our filings with the Securities and Exchange Commission.
New risk factors emerge from time to time and it is not possible for us to predict all such risk factors which can cause actual results to differ significantly from those forecast in any forward-looking statements. Given these risks and uncertainties, investors should not overly rely or attach undue weight to forward-looking statements as an indication of our actual future results.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
As of December 31, 2021, the name, municipality of residence and the principal occupation of the directors and officers of the Company are the following:
| Name and municipality of residence | Position with the Registrant | Date of Birth | Principal occupation | Term of Office with the Registrant |
| Jacob H. Kalpakian(1) Vancouver, B.C. Canada | President, CEO and Director | October 18, 1968 | President & CEO | April 2017 to Present |
| Vice President of Registrant; | 1991 to April 2017 | |||
| President of Jackpot Digital Inc. (“Jackpot”) | 1991 to Present | |||
| CEO of Jackpot | 2004 to Present | |||
| President of Yo Eleven Gaming Inc. | June 2021 to Present | |||
| Neil Spellman*(2) Carlsbad, CA, USA | CFO & Director | January 24, 1953 | Director of the Registrant CFO of the Registrant | Aug 2016 to Present |
| Director of Jackpot | April 2017 to Present | |||
| Senior Vice President of DB Financial | 2002 to July 2020 | |||
| CFO of Yo Eleven Gaming Inc. | June 2021 to Present | |||
| Gregory T. McFarlane* Washington, Utah, USA | Director | November 13, 1968 | Director of the Registrant Director of Jackpot | 1992 to Present |
| Principal of McFarlane Media, LLC (2005) | 2005 to Present | |||
| Director of Yo Eleven Gaming Inc. | June 2021 to Present | |||
| Bedo H. Kalpakian* (2) Delta, B.C. Canada | Director | May 14, 1946 | Director of the Registrant | 2021 to Present |
| Director of the Registrant | 1984 to 2017 | |||
| Maria P. Arenas Surrey, B.C. Canada | Corporate Secretary | September 29, 1969 | Corporate Secretary of the Registrant | 2008 to Present |
| Corporate Secretary of Jackpot | 2008 to Present | |||
| Corporate Secretary of Yo Eleven Gaming Inc. | June 2021 to Present |
*Members of the Company’s audit committee.
(1) Upon Bedo Kalpakian stepping down as President & CEO, as of April 1, 2017, Mr. Jacob H. Kalpakian was appointed as President & CEO.
(2) Upon Bedo Kalpakian stepping down as CFO, as of April 1, 2017, Mr. Neil Spellman has been appointed as CFO. As of May 25, 2021, Bedo Kalpakian was appointed to the Board of Directors.
| 22 |
All directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.
There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.
Item 6.B. Compensation
On August 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated by mutual consent (see Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of Kalpakian Bros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and director of the Company was a principal of Kalpakian Bros. until December 31, 2019.
Pursuant to indemnity agreements dated April 1, 1993, January 7, 2008, August 2 2016, and May 25, 2021 between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, Maria P. Arenas, and Neil Spellman (collectively “the directors and officers”), the Company agreed to indemnify and save the directors and officers, their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Registrant. These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settle an administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of the Company. The Company Act requires a Court Order to be obtained prior to the Company making payment under the indemnity agreements. To date, the Company has not made any payments under the indemnity agreements.
During 2021, 2020 and 2019, there were no stock options granted to Directors, Officers and Employees.
The Company has no long-term incentive plans in place and, has not granted any stock appreciation rights.
Item 6.C. Board Practices
6.C.1. Directors’ Terms of service.
All directors are elected annually by the Company’s shareholders to serve for a term of one year until the next annual general meeting of the shareholders. All directors may be annually re-elected by the Company’s shareholders at the annual general meeting of the shareholders for additional one year terms. Jacob H. Kalpakian has served as a director since 1991; Gregory T. McFarlane has served as a director since 1992; Neil Spellman has served as a director since August 2016 and Bedo Kalpakian served as director from 1984 until 2017 and again since May 25, 2021.
6.C.2. Details of Directors’ Service Contracts.
On August 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated by mutual consent (Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of Kalpakian Bros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and director of the Company was a principal of Kalpakian Bros. until December 31, 2019.
6.C.3. Details relating to the Company’s audit committee and remuneration committee.
All directors are elected annually by the Company’s shareholders to act as directors of the Company for a term of one year. The Company’s audit committee is appointed on an annual basis by the Company’s directors. Presently, the Company’s audit committee consists of the following directors; Neil Spellman, Gregory T. McFarlane and Bedo Kalpakian. The majority of the members of the audit committee must be made up of directors who are not officers of the Company. The audit committee is also responsible to monitor compliance of the Company’s Code of Ethics (see item 14.1).
| 23 |
Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Company’s Audit Committee and other information required to be disclosed have been disclosed in the Company’s Annual Information Circular with respect to the Company’s Annual General Shareholder’s meeting which was held on December 3, 2021. The Company’s 2021 Annual Information Circular (see Exhibit 13.5 – Incorpoarted by reference) includes the Company’s Audit Committee Disclosure under Form 52-110F2.
The Company does not have a remuneration committee or an executive committee largely due to its size.
Item 6.D. Employees
The Company’s employees are not represented by a union or other collective bargaining organization and the Company has not experienced any work stoppage by its employees. The Company believes that its employee relations are good.
Item 6.E. Share Ownership
The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2021 are as follows:
| Name of Director/Officer and Municipality | Number of Issued Shares | Percentage of the total Issued Share Capital* | ||||||
| Jacob H. Kalpakian Vancouver, BC, Canada | 439,039 | (1) | 9.77 | % | ||||
| Gregory T. McFarlane Washington, Utah, USA | 25 | 0.00 | % | |||||
| Bedo Kalpakian, Delta, BC, Canada | 140,786 | 3.13 | % | |||||
| Neil Spellman Carlsbad, CA, USA | 0 | 0.00 | % | |||||
| Maria P. Arenas Surrey, BC, Canada | 114 | 0.002 | % | |||||
Notes: *Based on 4,495,947 issued and outstanding common shares as of December 31, 2021.
(1) Of these common shares, 126,264 are held by 30 Rock Management Inc., 303,656 are held by Kalpakian Bros.and 2,831 are held by a family member.
(2) Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.
The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2020 are as follows:
| Name of Director/Officer and Municipality | Number of Issued Shares | Percentage of the total Issued Share Capital* | ||||||
| Jacob H. Kalpakian Vancouver, BC, Canada | 22,644 | (1) | 1.55 | % | ||||
| Gregory T. McFarlane Las Vegas, Nevada, USA | 25 direct | 0.002 | % | |||||
| Fred A.C. Tejada Surrey, BC, Canada | 0 | 0.00 | % | |||||
| Neil Spellman Carlsbad, CA, USA | 0 | 0.00 | % | |||||
| Maria P. Arenas Surrey, BC, Canada | 114 direct | 0.008 | % | |||||
Notes: *Based on 1,458,542 issued and outstanding common shares as of December 31, 2020.
(1) Of these common shares, 13,000 are held by 30 Rock Management Inc., 2,004 are held by Kalpakian Bros.and 2,831 are held by a family member.
(2) Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.
| 24 |
The number of common shares beneficially owned (directly and indirectly) by officers and directors of the Company as of December 31, 2019 are as follows:
| Name of Director/Officer and Municipality | Number of Issued Shares | Percentage of the total Issued Share Capital* | ||||||
| Jacob H. Kalpakian Vancouver, BC, Canada | 503,244 | (1) | 34.98 | % | ||||
| Gregory T. McFarlane Las Vegas, Nevada, USA | 25 direct | 0.002 | % | |||||
| Fred A.C. Tejada Surrey, BC, Canada | 0 | 0.00 | % | |||||
| Neil Spellman Carlsbad, CA, USA | 0 | 0.00 | % | |||||
| Maria P. Arenas Surrey, BC, Canada | 114 direct | 0.008 | % | |||||
Notes: *Based on 1,438,542 issued and outstanding common shares as of December 31, 2019.
(1) Of these common shares, 493,600 are held by 30 Rock Management Inc., 2,004 are held by Kalpakian Bros. and 2,813 are held by a family member.
(2) Kalpakian Bros. and 30 Rock Management Inc. are private companies controlled by Jacob H. Kalpakian.
Item 6.E.2. Stock Options for Employees
From time to time the Company grants Incentive Stock Options to its directors, officers, employees and consultants. The incentive stock options entitle the holders to acquire common shares of the Company from treasury. The incentive stock options are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.
At the Company’s Annual General Meeting of shareholders held on April 30, 2004, the shareholders of the Company approved the Company’s 2004 Stock Option Plan (Exhibit 10.7 – Incorporated by reference). Shareholders of the Company adopted and approved the 2015 Stock Option Plan at the Company’s Annual and Special General Meeting of Shareholders which took place on June 4, 2015 (see Exhibit 12 – Incorporated by reference) and was re-approved by the Shareholders of the Company at the Annual General Meeting of Shareholders which took place on Wednesday, November 18, 2019 see Exhibit 13.3 – Incorporated by reference), at the Annual General Meeting of Shareholders which took place on Friday, November 20, 2020 (see Exhibit 13.4 - Incorporated by reference) and at the last Annual General Meeting of Shareholders which took place on Friday, December 3, 2021 (see Exhibit 13.5 – Incorporated by reference).
The Company’s 2015 Stock Option Plan reserves for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.
During 2021, 2020 and 2019 there were no stock options granted to Directors, Officers, Employees and Consultants.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
7.A.1. The Company is a publicly-owned corporation, the common shares of which are owned by Canadian residents, U.S. residents, and residents of other countries. The Company is not directly or indirectly controlled by any foreign government. However, Jackpot owned 48.64% of the Company’s issued and outstanding common shares as at December 31, 2018. During the twelve months ended December 31, 2019, Jackpot sold a total of 680,000 of the Company’s common shares. As at December 31, 2019 and 2020, Jackpot owned 9,997 common shares of the Company. In addition, Jackpot owns 3,449,985 share purchase warrants of the Company exercisable at $0.12 per share until November 2, 2022. Subsequent to the year-ended December 31, 2020, Jackpot acquired 2,986,900 additional shares pursuant to a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).
| 25 |
As at December 31, 2021, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:
| Name of Shareholder and Municipality | Number of Issued Capital | Percentage of the Total Issued Share Capital* | ||||||
| Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC | 1,317,249 | (1) | 29.30 | % | ||||
| Jackpot Digital Inc., Vancouver, BC | 607,377 | 13.51 | % | |||||
(1) Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 6,288 common shares are held by Jacob H. Kalpakian directly, 737,424 common shares are held by Isabel Kalpakian, 429,920 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 2,831 common shares are held by a family member of Jacob H. Kalpakian.
* Based on 4,495,947 issued and outstanding common shares as of December 31, 2021.
As at December 31, 2020, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:
| Name of Shareholder and Municipality | Number of Issued Capital | Percentage of the Total Issued Share Capital* | ||||||
| Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC | 298,515 | (1) | 20.47 | % | ||||
| Kape Family Holdings Inc. (formerly 87 Capital Inc. & JAMCO Capital Partners Inc.) | 160,000 | 10.97 | % | |||||
(1) Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 4,809 common shares are held by Jacob H. Kalpakian directly, 147,485 common shares are held by Isabel Kalpakian, 495,604 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 2,831 common shares are held by a family member of Jacob H. Kalpakian.
* Based on 1,458,542, issued and outstanding common shares as of December 31, 2020.
As at December 31, 2019, the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:
| Name of Shareholder and Municipality | Number of Issued Capital | Percentage of the Total Issued Share Capital* | ||||||
| Bedo H. Kalpakian, Delta, BC and Jacob H. Kalpakian Vancouver, BC and Isabel Kalpakian Vancouver, BC | 791,515 | (1) | 55.02 | % | ||||
| Kape Family Holdings Inc. (formerly 87 Capital Inc. & JAMCO Capital Partners Inc.) | 160,000 | 11.12 | % | |||||
(2) Of these shares, 140,786 common shares are held by Bedo H. Kalpakian directly, 4,809 common shares are held by Jacob H. Kalpakian directly, 147,485 common shares are held by Isabel Kalpakian, 495,604 common shares are held by private companies which are controlled by Jacob H. Kalpakian, and 2,831 common shares are held by a family member of Jacob H. Kalpakian.
* Based on 1,438,542 issued and outstanding common shares as of December 31, 2019.
| 26 |
7.A.1.(c) All shareholders of the Company have equal voting rights. Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.
7.A.2. As of December 31, 2021, the Company had 4,495,947 issued and outstanding common shares. The number of outstanding common shares of the Company held in the United States and the number of registered holders thereof were 919 outstanding common shares and 2 registered shareholders (which include depository trusts which hold shares on behalf of non-registered shareholders).
7.A.3. To the best of the Company’s knowledge the Company is not controlled directly or indirectly by any foreign government or by any natural or legal person severally or jointly other than as disclosed in 7.A.1. in this Annual Report.
7.A.4. To the best of the Company’s knowledge, there are no known arrangements which may at a subsequent date result in a change of control of the Company.
Item 7.B. Related Party Transactions
The Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.
During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $28,800 plus applicable taxes per annum.
Effective as of May 1, 2018, the Company entered into an agreement for office support services with Jackpot for a term of one year. On May 1, 2019 the agreement was extended for a period of one year and has subsequently been extended up to April 30, 2022. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. Either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.
As at December 31, 2021 and 2020, the amounts due to related parties are unsecured, payable on demand which consist of the following:
|
December 31, 2021 | December 31, 2020 | |||||
| Advances from directors (interest at prime plus 1%) | $ | — | $ | 153,291 | |||
| Entities controlled by directors (non-interest-bearing) | 34,756 | 155,645 | |||||
| $ | 34,756 | $ | 308,936 | ||||
Included in convertible debentures and accrued interest is $459,589 (2020 - $429,589) owing to the Chief Executive Officer and to a director of the Company.
During the years ended December 31, 2021, 2020 and 2019, the following amounts were charged by related parties.
| 2021 | 2020 | 2019 | ||||||||||
| Interest charged on amounts due to related parties | $ | 275 | $ | 4,733 | $ | 5,452 | ||||||
| Interest on convertible debentures | 30,000 | 30,000 | 30,000 | |||||||||
| Rent charged by entities with common directors (note 14) | 12,000 | 12,000 | 12,000 | |||||||||
| Office expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 14) | 13,901 | 12,000 | 28,784 | |||||||||
| $ | 56,176 | $ | 58,733 | $ | 76,236 | |||||||
| 27 |
The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement with an arm’s length party.
On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $1.50 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 25%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.
On October 29, 2021 the Company entered into an Addendum (see Exhibit 10.15.1* - Attached) to the convertible debentures whereby the maturity date of the principal amount totaling $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely, until mutual consent of the Company and Lender has been reached.
At December 31, 2021, the Company recorded interest expense of $30,000 (2020 - $30,000). As of December 31, 2021, $250,000 of the convertible debentures are outstanding plus the accrued interest of $209,589 (2020 - $179,589).
During the year ended December 31, 2017, the Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors (see Exhibit 10.18 – Incorporated by reference). The Company issued 849,997 units of the Company to Jackpot at the price of $0.45 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 35,000 units of the Company at the price of $0.45 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.60 per share until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. During September 2018, Jackpot sold 160,000 units of 37 Capital to Kape Holdings, an arm’s length party and during 2019 Jackpot sold 680,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2020, Jackpot owned 49,985 common shares in the capital of the Company representing approximately 0.69% of the then Company’s issued and outstanding common shares. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. Pursuant to debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, including Jackpot and the Company’s President and CEO, on January 25, 2021 the Company issued 2,957,406 common shares of the Company with a fair value of $0.55 per common share (the “Debt Settlement Shares of the Company”) (see Exhibit 10.20- Incorporated by reference). On January 25, 2021, Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired a total of 615,395 Debt Settlement Shares of the Company. As of the date of this Report, Jackpot owns 607,377 common shares of the Company representing 13.51% of the Company’s issued and outstanding common shares, and the Company’s President & CEO owns directly and indirectly 439,039 common shares of the Company representing 9.76% of the Company’s issued and outstanding common shares. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
| 28 |
Jackpot is related to the Company by virtue of the fact that Jackpot’s CEO and President, namely Jacob H. Kalpakian, is the President & CEO of the Company. Furthermore, Gregory T. McFarlane and Neil Spellman are directors of both the Company and Jackpot.
The Company had an agreement for office support services with Jackpot. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. This agreement expired on April 30, 2018. Effective as of May 1, 2018 the Company entered into a new agreement for office support services with Jackpot for a term of one year. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. The agreement expired on April 30, 2019. On May 1, 2020, the Company and Jackpot renewed the office support services agreement and expired on April 30, 2022. The agreement has been further renewed for a period of four months until August 31, 2022.
Previously, the Company had a Management Services Agreement with Kalpakian Bros. which was terminated by mutual consent on August 1, 2016.
Previously, the Company hired the services of J.W. Murton & Associates to provide geological services. J.W. Murton & Associates is a private company owned by J.W. Murton, a former director of the Company.
Colt was previously related to the Company by virtue of the fact that Bedo H. Kalpakian was the President and CEO of Colt and was the former President, CEO and CFO of the Company, and Jacob H. Kalpakian was the Vice President and Director of Colt and is the President, CEO and Director of the Company. Furthermore, J. Wayne Murton was a former Director of the Company and was a director of Colt.
The Company is or was related to the following companies by common management and/or directors and/or officers:
| - | Jackpot Digital Inc. (“Jackpot”), a public company listed on the TSX Venture Exchange, also quoted in the U.S.A. on the OTCQB of the OTC Markets Group and on the Frankfurt Stock Exchange. Jacob H. Kalpakian is an officer, director and shareholders of Jackpot and Gregory T. McFarlane and Neil Spellman are directors of Jackpot. Bedo H. Kalpakian was a director and officer of the Company and was an officer and director of Jackpot. As of May 25, 2021, Bedo Kalpakian was appointed to the Board of Directors of the Company. |
| - | Kalpakian Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British Columbia, the principal shareholder is Jacob H. Kalpakian, director of the Company; - Yo Eleven Gaming Inc. (“Yo Eleven”), a reporting issuer incorporated under the laws of the Province of British Columbia. Jacob Kalpakian, Neil Spellman and Greg McFarlane are directors of Yo Eleven and Maria Arenas is the Corporate Secretary of Yo Eleven; |
| - | BHK Management Inc., was a private company incorporated under the laws of the Province of British Columbia, the principal shareholder of which was Bedo H. Kalpakian, who is currently a director of the Company; |
| - | 30 Rock Management Inc., a private company incorporated under the laws of the Province of British Columbia, the principal shareholder of which is Jacob H. Kalpakian, a director of the Company; |
| - | Colt Resources Inc. (“Colt”), is a public company. Colt was formerly related to the Company by certain directors and officers as more particularly described in this Annual Report; |
| - | J.W. Murton & Associates, a private company incorporated under the laws of the Province of British Columbia, the principal shareholder of which is J. Wayne Murton, a former director of the Company; |
| - | Green Arrow Resources Inc. (“Green Arrow”) is a public company listed on the TSX Venture Exchange. Jacob H. Kalpakian was a former President and director of Green Arrow from April 2012 until November 2017. Neil Spellman and Bedo Kalpakian were also former directors of Green Arrow until March 14, 2017 and November 30, 2017, respectively. |
| - | 27 Red Capital Inc., a reporting issuer incorporated under the laws of the Province of British Columbia. Jacob Kalpakian was a former officer and director. Bedo H. Kalpakian and Neil Spellman were former directors of 27 Red Capital Inc. |
| - | 4 Touchdowns Capital Inc., a reporting issuer incorporated under the laws of the Province of British Columbia. Jacob Kalpakian was a former officer and director. Bedo H. Kalpakian and Neil Spellman were former directors of 4 Touchdowns Capital Inc. |
| 29 |
Item 7.C. Interests of Experts and Counsel
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
Item 8.A. Financial Statements and Other Information
The Company’s Audited Financial Statements together with the Management’s Discussion & Analysis for the year ended December 31, 2021, are included in Item 17 of this Annual Report.
Item 8.A.7. Legal Proceedings
On January 17, 2017 a Notice of Civil Claim was filed in the Supreme Court of British Columbia by 310047 B.C. Ltd. against the Company for the sum of $53,024.40 being monies due by the Company to 310047 B.C. Ltd. pursuant to an assignment by the Company’s solicitor Clark Wilson LLP.
On February 21, 2017 an Assignment of Debt Agreement was entered into between Clark Wilson LLP, and 310047 B.C. Ltd., and Kape Holdings whereby the outstanding debt in the amount of $53,024.40 was assigned to Kape Holdings. The Company had acknowledged this assignment to Kape Holdings and agreed to adjust the Company’s financial accounts and records to reflect this assignment. Kape Holdings is an arm’s length party to the Company. As a result of this Assignment of Debt Agreement, a Notice of Discontinuance was filed in the Supreme Court of British Columbia on March 21, 2017 by 310047 B.C. Ltd. And Clark Wilson LLP whereby the Civil Claim that was filed by 310047 B.C. Ltd. against the Company was discontinued. On January 25, 2021, the Company issued 212,098 common shares to Kape Holdings in settlement of the $53,023.40 pursuant to a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).
The Company’s corporate legal counsels are: Harper Grey LLP, (Attention: Michael Kennedy), Suite 3200-650 West Georgia Street, Vancouver BC V6B 4P7. The telefax number is (604) 669-9385.
Item 8.A.8. Dividends
The Company entered into an Arrangement Agreement. For further particulars, please see Item 4. C. Organizational Structure.
Item 8. B. Significant Changes
As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.
During 2018, Jackpot owned 689,997 common shares of the Company which represented 48.64% of the Company’s then issued and outstanding common shares as at December 31, 2018. As such, Jackpot had direct control of the Company. During the year ended December 31, 2019, Jackpot sold 680,000 common shares of the Company. As at December 31, 2020, Jackpot owned 49,985 common shares in the capital of the Company representing approximately 0.69% of the then Company’s issued and outstanding common shares. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. On January 25, 2021, Jackpot acquired additional 597,380 common shares pursuant to a debt settlement agreement (see Exhibit 10.20 - Incorporated by reference).
| 30 |
ITEM 9. THE OFFER & LISTING
Item 9.A. (4) Listing Details
On April 4, 1985, the Company’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company’s shares were delisted from the Nasdaq SmallCap Market. Effective October 4, 1994, the Company’s shares have been listed for trading on the OTC Bulletin Board, and were listed on the OTCQB tier of the OTC Markets Group (“OTCQB”) until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market. Effective on November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of trading on July 31, 2001. The trading symbol of the Company’s common shares when they were listed on the CDNX was “GGG”. During the period commencing from January, 2001, up to July 31, 2001, a total of 24,873 common shares of the Company traded on the CDNX at prices ranging from a high of $6.00 to a low of $3.30.
On July 30, 1986, the Company’s share capital split on the basis of one-old-for-two-new common shares. On May 25, 1992, the Company’s share capital was consolidated on the basis of ten-old-for-one-new common share. On April 25, 2000, the Company’s share capital was consolidated on the basis of fifteen-old-for-one-new common share. On May 2, 2002, the Company’s name was changed to Lucky 1 Enterprises Inc. and its share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value. On January 17, 2005, the Company’s name was changed to Bronx Ventures Inc. and its share capital was consolidated on the basis of thirty-five-old-for-one-new-common share, and its authorized share capital was subsequently increased to an unlimited number of common and preferred shares without par value. Effective at the opening of business on January 24, 2005, the common shares of Lucky 1 Enterprises Inc. were de-listed, and the common shares of Bronx Ventures Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the U.S.A. under the trading symbol “BRXVF”. On March 19, 2007, the Company changed its name to Zab Resources Inc. and subdivided its stock on a one (1) old for 50 (new) shares basis. As a result, the shares of Bronx Ventures Inc. were de-listed from trading and the shares of Zab Resources Inc. commenced trading on the OTC Bulletin Board and were listed on the OTC Bulletin Board in the USA under the symbol “ZABRF” on March 22, 2007.
Effective November 28, 2007, the common shares of the Company have been listed for trading on the Canadian Securities Exchange (“CSE”) (formerly Canadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSE symbol was changed to “ZAB” pursuant to the CSE adopting a three character symbol format.
On April 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”) and the Company’s share capital was consolidated on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common shares was 500323100.
On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High 5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares was 42966V105.
| 31 |
On July 7, 2014, the Company’s share capital was consolidated on the basis of 6 (old) common shares for 1 (new) common share and the Company changed its name to 37 Capital Inc. (“37 Capital”). As a result, the shares of High 5 were de-listed from trading and the shares of 37 Capital commenced trading in Canada on the CSE under the symbol “JJJ”, and in the U.S.A. the trading symbol of the Company’s shares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s common shares was 88429G102.
On June 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’s trading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020. Presently, the Company’s common shares are listed for trading on the PINK Sheets on the OTC market under the trading symbol “HHHEF”.
Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. All the figures as to the number of common shares, stock options, warrants, prices of issued shares, exercise prices of stock options and warrants, as well as loss per share, in this Report are post-consolidation amounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.
The following tables set forth the market price range and trading volumes of the common shares of the Company on the OTC Pink Sheets and on the CSE for the periods indicated.
OTC Pink Sheets – OTC Markets Group
Trading Range
| U.S.$ High | U.S.$ Low | Volume | |||||||||||
Five Most Recent Financial Years | |||||||||||||
| 2017 | n/a | n/a | n/a | ||||||||||
| 2018 | 2.60 | 0.50 | 2,738 | ||||||||||
| 2019 | 0.76 | 0.25 | 2,184 | ||||||||||
| 2020 | 0.2805 | 0.1205 | 1,605 | ||||||||||
| 2021 | 0.8415 | 0.03 | 43,621 | ||||||||||
| Two Most Recent Financial Years | |||||||||||||
| Year 2020 | |||||||||||||
| Jan 1 – Mar 31 | 0.189 | 0.1435 | 631 | ||||||||||
| Apr 1 – Jun 30 | 0.25 | 0.1205 | 800 | ||||||||||
| Jul 1 – Sept 30 | 0.2805 | 0.25 | 143 | ||||||||||
| Oct 1 – Dec 31 | 0.2105 | 0.2105 | 30 | ||||||||||
| Year 2021 | |||||||||||||
| Jan 1 – Mar 31 | .6805 | 0.271 | 1764 | ||||||||||
| Apr 1 – Jun 30 | 0.8415 | 0.225 | 36859 | ||||||||||
| Jul 1 – Sept 30 | 0.207 | 0.1771 | 4952 | ||||||||||
| Oct 1 – Dec 31 | 0.19 | 0.03 | 46 | ||||||||||
CSE
Canadian Stock Exchange
Trading Range
| Cdn $ High | Cdn $ Low | Volume | ||||||||||||
Five Most Recent Financial Years | ||||||||||||||
| 2017 | 1.00 | 0.60 | 700 | |||||||||||
| 2018 | 1.50 | 0.50 | 115,031 | |||||||||||
| 2019 | 1.45 | 0.05 | 892,666 | |||||||||||
| 2020 | 0.30 | 0.05 | 286,344 | |||||||||||
| 2021 | 1.15 | 0.25 | 1,306,227 | |||||||||||
| Two Most Recent Financial Years | ||||||||||||||
| Year 2020 | ||||||||||||||
| Jan 1 – Mar 31 | 0.25 | 0.05 | 884,091 | |||||||||||
| Apr 1 – Jun 30 | 0.25 | 0.15 | 37,500 | |||||||||||
| Jul 1 – Sep 30 | 0.75 | 0.25 | 449,345 | |||||||||||
| Oct 1 – Dec 31 | 0.30 | 0.25 | 60,787 | |||||||||||
| Year 2021 | ||||||||||||||
| Jan 1 – Mar 31 | 1.15 | 0.25 | 168,629 | |||||||||||
| Apr 1 – Jun 30 | 0.45 | 0.25 | 205,502 | |||||||||||
| Jul 1 – Sep 30 | 0.35 | 0.175 | 805,479 | |||||||||||
| Oct 1 – Dec 31 | 0.21 | 0.18 | 126,617 | |||||||||||
| 32 |
Item 9.C. Markets
On April 4, 1985, the Company’s common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988. On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company’s shares were de-listed from the Nasdaq SmallCap Market. On October 4, 1994, the Company’s shares were listed for trading on the OTC Bulletin Board. On November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange. On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Company’s common shares from trading on the CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of trading on July 31, 2001.
On November 28, 2007, the common shares of the Company were listed for trading on the Canadian Stock Exchange (“CSE”) (formerly Canadian National Stock Exchange) under the trading symbol “ZABK”. On October 17, 2008, the Company’s CSE symbol was changed to “ZAB” pursuant to the CSE adopting a three-character symbol format.
On April 16, 2009, the Company changed its name from Zab Resources Inc. (“Zab”) to Kokomo Enterprises Inc. (“Kokomo”), and the Company consolidated its capital stock on the basis of 25 (old) shares of Zab for 1 (new) share of Kokomo. As a result, the shares of Zab were de-listed from trading and the shares of Kokomo commenced trading in Canada on the CSE under the symbol “KKO”, and in the U.S.A. the shares of Kokomo commenced trading on the OTCQB under the symbol “KKOEF”. The Cusip number of the Company’s common shares was 500323100.
On August 31, 2012, the Company changed its name from Kokomo Enterprises Inc. (“Kokomo”) to High 5 Ventures Inc. (“High 5”) and the Company’s share capital was consolidated on the basis of 15 (old) shares of Kokomo for 1 (new) share of High 5. As a result, the shares of Kokomo were de-listed from trading and the shares of High 5 commenced trading in Canada on the CSE under the symbol “HHH” and in the USA, the shares of High 5 commenced trading on the OTCQB under the symbol “HHHEF”. The Cusip number of the Company’s common shares was 42966V105.
On July 7, 2014, the Company changed its name from High 5 Ventures Inc. (“High 5”) to 37 Capital Inc. (“37 Capital”) and consolidated its share capital on the basis of one new 37 Capital common share for every six old High 5 common shares (1:6). As a result, the Company’s trading symbol on the CSE is “JJJ” and in the USA, the trading symbol of the Company’s shares remains unchanged on the OTCQB and trade under the symbol “HHHEF”. The Cusip number of the Company’s common shares was 88429G102.
On June 21, 2019 the CSE deemed that the Company is inactive pursuant to the policies of the CSE, as a result the CSE changed the Company’s trading symbol to “JJJ.X”. The Company's common shares traded on the OTCQB tier of the OTC markets under the trading symbol “HHHEF” until June 1, 2020.
Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. Presently, the Company’s common shares are listed for trading on the CSE under the trading symbol to “JJJ.X”, and on the the PINK Sheets on the OTC market under the trading symbol “HHHEF”.
| 33 |
ITEM 10. ADDITIONAL INFORMATION
Item 10. A. Share Capital
Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share.
On July 7, 2014, the Company’s name was changed to 37 Capital Inc. (“37 Capital”), its share capital was consolidated on the basis of 6 (old) shares of High 5 for 1 (new) share of 37 Capital.
At the Company’s 2005 Special General Meeting held on January 10, 2005, the shareholders approved the deletion of the Pre-Existing Company Provisions in the notice of Articles of the Company and approved the alteration of the Company’s Notice of Articles. The shareholders approved the increase of the Company’s authorized capital to an unlimited number of Common and Preferred Shares, both without par value, approved the adoption of new articles in substitution for the old articles of the Company (Exhibit 3.2 – Incorporated by reference).
The authorized share capital of the Company consists of an unlimited number of common and preferred shares without par value of which 4,495,947 common shares are issued and outstanding as of December 31, 2021. No preferred shares have been issued.
Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders of the Company, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company. There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.
All shares have been issued pursuant to resolutions of the Board of Directors of the Company.
| Outstanding Share Data | No. of Common Shares | No. of Preferred Shares | Exercise Price per Share | Expiry Date |
| Issued and Outstanding as at May 16, 2022 | 4,495,947 | Nil | N/A | N/A |
| Warrants as at May 16, 2022 | 864,997 | Nil | Cdn $0.60 | November 2, 2022 |
| 80,000 | Nil | Cdn $0.50 | January 15, 2023 | |
| Fully Diluted as at May 16, 2022 | 5,440,944 | Nil |
Item 10.A.4. Warrants
All warrants have been issued pursuant to resolutions of the Board of Directors of the Company.
The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2021, 2020 and 2019:
| 34 |
Warrants activity for the years ended December 31, 2021, 2020 and 2019 are as follows:
| Number of Warrants | Weighted Average Exercise Price | ||||||||
| Balance, December 31, 2018 | 964,997 | $ | 0.60 | ||||||
| Balance, December 31, 2019 and 2020 | 964,997 | $ | 0.60 | ||||||
| Expired | (100,000 | ) | $ | 0.675 | |||||
| Issued | 80,000 | $ | 0.50 | ||||||
| Balance, December 31, 2021 | 944,997 | $ | 0.59 | ||||||
As of December 31, 2021, the following warrants were outstanding:
| Expiry Date | Exercise Price | Number of Warrants Outstanding | ||||||
| November 2, 2022 | 0.60 | 864,997 | ||||||
| January 15, 2023 | 0.50 | 80,000 | ||||||
| 944,997 | ||||||||
The weighted average remaining contractual life for warrants outstanding at December 31, 2021 is 0.86 years (2020 - 1.65 years).
Item 10.A.5. Stock Options
From time to time, the Company grants stock options to its directors, employees and consultants on terms and conditions acceptable to the Regulatory Authorities. The stock options entitle the holders to acquire common shares of the Company from treasury (see Exhibit 13.3 – Incorporated by reference).
The 2015 Stock Option Plan was re-approved by the Shareholders at the Company’s Annual General Meeting held on December 3, 2021. The Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant (see Exhibit 13.4 – Incorporated by reference).
As of December 31, 2021, there were no stock options outstanding (December 31, 2020: Nil) (December 31, 2019: Nil).
Item 10. A.6. History of Share Capital
There are no special voting rights attached to any of the Company’s issued and outstanding shares. All shares which were issued from the Company’s Treasury were issued for cash or in the case of Finder’s Fees for services rendered or shares for debt in the case of outstanding debts.
| 35 |
CAPITAL STOCK
Authorized: Unlimited number of Common and Preferred shares without par value. No preferred shares have been issued.
| Capital Stock | ||||||||||||||||||||
| Common Shares | Amount | Equity Portion of Convertible Debentures Reserve | Deficit | Total Stockholders’ Deficiency | ||||||||||||||||
| Balance, December 31, 2018 | 1,418,542 | $ | 25,849,950 | $ | 33,706 | $ | (26,914,802 | ) | $ | (1,031,146 | ) | |||||||||
| Net loss for the year | — | — | — | (147,137 | ) | (147,137 | ) | |||||||||||||
| Shares issued for mineral property interest | 20,000 | 7,500 | — | — | 7,500 | |||||||||||||||
| Balance, December 31, 2019 | 1,438,542 | 25,857,450 | 33,706 | (27,061,939 | ) | (1,170,783 | ||||||||||||||
| Net loss for the year | — | — | — | (133,379 | ) | (133,379 | ) | |||||||||||||
| Shares issued for mineral property interest | 20,000 | 7,500 | — | — | 7,500 | |||||||||||||||
| Balance, December 31, 2020 | 1,458,542 | 25,864,950 | 33,706 | (27,195,318 | ) | (1,296,662 | ) | |||||||||||||
| Net loss for the year | — | — | — | (1,044,863 | ) | (1,044,863 | ) | |||||||||||||
| Private placement, net of issuance of costs | 80,000 | 20,000 | — | — | 20,000 | |||||||||||||||
| Shares issued in settlement of debts, net of issuance of costs | 2,957,406 | 1,626,319 | — | — | 1,626,319 | |||||||||||||||
| Fractional share adjustment | (1 | ) | — | — | — | — | ||||||||||||||
| Balance, December 31, 2021 | 4,495,947 | $ | 27,511,269 | $ | 33,706 | $ | (28,240,181 | ) | $ | (695,206 | ) | |||||||||
Item 10.B. Articles of Association
The Company’s shareholders considered and approved a special resolution to adopt new Articles for the Company at the Company’s Special Meeting which was held on January 10, 2005, (Exhibit 3.2 – Incorporated by reference). On September 18, 2014, the Company’s shareholders considered and approved a resolution to adopt an Amendment to the Articles for the implementation of the Advance Notice Provisions (see Exhibit 3 – Incorporated by reference).
Item 10. C. Material Contracts
On March 26, 2004, the Company entered into an Option Agreement (Exhibit 10.5 – Incorporated by reference) with an arm’s length party (the “Arm’s Length Party”) in respect to certain mineral claims, which are situated in the Kamloops Mining Division in British Columbia (the “Extra High Claims”). Pursuant to the terms of the Option Agreement as amended on March 8, 2005, the Company obtained the right to acquire a 100% undivided interest in the Extra High Claims, subject to a 1.5% net smelter returns royalty (the “Arm’s Length Royalty”), by making staged cash payments totalling $150,000 and incurring exploration expenditures on the Extra High Claims totalling $500,000 over a period of three years. Upon the Company earning a 100% undivided interest in the Extra High Claims, the Company obtained the right to purchase at any time 50% of the Arm’s Length Royalty by paying to the Arm’s Length Party the sum of $500,000 leaving the Arm’s Length Party with a 0.75% NSR royalty.
| 36 |
On September 8, 2006, the Company entered into an Option Agreement (Exhibit 10.11 – Incorporated by reference) with Colt Resources Inc. (“Colt”) whereby Colt obtained the right to acquire a 50% undivided interest, subject to the Arm’s Length Royalty, in the Extra High Claims by incurring exploration expenditures of $240,000 on the Extra High Claims by no later than February 28, 2007 and by making cash payments to the Company totaling $133,770 by no later than March 26, 2007. On September 12, 2006, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.1 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was granted an extension period until June 26, 2007 to make the balance of cash payments to the Arm’s Length Party and incur the remaining exploration expenditures on the Extra High Claims. On October 31, 2006, the Company and Colt entered into an Amending Agreement (Exhibit 10.11.2 – Incorporated by reference) whereby Colt was granted an extension period until June 26, 2007 to incur exploration expenditures on the Extra High Claims and to make the cash payments to the Company. Upon Colt earning its 50% undivided interest in the Extra High Claims, the Company and Colt would thereafter equally contribute to all future exploration costs. If any party would fail to contribute its share of future exploration costs, then its respective interest would be diluted on a straight-line basis. If any party’s interest would be diluted to less than a 10% interest, then that party’s interest in the Extra High Claims would be converted into a 0.5% NSR royalty. On April 16, 2007, the Company and the Arm’s Length Party amended the Option Agreement (Exhibit 10.5.2 – Incorporated by reference) by entering into an Amending Agreement whereby the Company was released of the requirement to incur the remaining exploration expenditures but instead was required to make a cash payment of $60,000 (paid) to the Arm’s Length Party.
On June 14, 2007, the Company amended its Option Agreement with Colt whereby Colt would have the right to acquire a 34% interest in the Extra High Claims by making cash payments to the Company totalling $193,770 by no later than June 26, 2007. The Amending Agreement released Colt of the requirement to incur $240,000 in exploration expenditures on the Extra High Claims. On June 26, 2007, the Company made its final payment to the Arm’s Length Party thereby earning a 100% undivided interest in the Extra High Claims subject only to the Arm’s Length Royalty. Colt made its final payment to the Company and earned its 34% interest in the Extra High Claims, thus reducing the Company’s interest to 66%.
On January 21, 2008, the Company entered into an Option Agreement (the “2008 Option Agreement”) (see Exhibit 10.11.3 – Incorporated by reference) with Colt whereby Colt was granted the right and option to acquire, in two separate equal tranches, the Company’s 66% undivided interest in the Extra High Claims. Pursuant to the 2008 Option Agreement, Colt exercised the first tranche of the option by making a cash payment of $250,000 to the Company thus acquiring from the Company a 33% undivided interest in the Extra High Claims. Colt did not exercise the second tranche of the option. As a result of exercising the first tranche of the option, Colt held a 67% undivided interest in the Extra High Claims and became the operator of the Extra High Claims, and the Company held a 33% undivided interest in the Extra High Claims.
On October 31, 2019, as amended on November 4, 2019, the Company entered into a Property Purchase Agreement with Colt Resources Inc. (“Colt”) whereby the Company purchased Colt’s 67% right, interest and title in and to the Extra High Property for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months from the closing date (unpaid as of the date of this Annual Report). Additionally, the Company is obligated to pay Colt a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000 (see Exhibit 10.11.5 – Incorporated by reference). As at December 31, 2019, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares.
During the year ended December 31, 2008, the Company sold all of its Ontario Lithium Properties to an arm’s length party for gross proceeds of $54,500 consisting of $50,000 cash payment and marketable securities of $4,500 valued at the quoted market price at receipt (see Exhibit 10.12 – Incorporated by reference). Furthermore, the arm’s length party is obligated to pay to the Company one-half percent (1/2%) gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Lithium Properties. These properties were previously written-off at the end of fiscal year 2000.
On September 30, 2019, the Company entered into and executed a Property Option Agreement with Eagle Plains Resources Inc. of Cranbrook, BC (“Eagle Plains”) in respect to the Acacia Property whereby the Company had the right and option to acquire a 60% interest in the Acacia Property by issuing to Eagle Plains in stages a total of 60,000 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 (see Exhibit 10.19 – Incorporated by reference).
| 37 |
On October 15, 2020, the Company entered into an Amendment Agreement to the Acacia Property Option Agreement with Eagle Plains Resources Inc. (“Eagle Plains”) whereby the Company a) was required to issue to Eagle Plains 10,000 common shares (issued) in lieu of not having incurred the required $100,000 in property related expenditures during the 1st Anniversary of the Acacia Property Option Agreement, b) was required to issue to Eagle Plains an additional 10,000 common shares in order to continue with the 2nd Period of the Acacia Property Option Agreement and c) made a firm commitment to incur a total amount of $200,000 in property related expenditures during the 2nd Period of the Acacia Property Option Agreement. Consequently, on October 16, 2020, the Company issued 20,000 common shares in the capital of the Company to Eagle Plains at the deemed price of $0.375 per share which were subject to a hold period which expired on February 17, 2021. The Company did not incur the required property related expenditures. During November 2021, by mutual consent, the Company and Eagle Plains terminated the Option Agreement dated September 30, 2019 and the Amendment Agreement to the Option Agreement dated October 15, 2020. Accordingly, the Company recorded an impairment loss of $15,000.
On August 1, 2016, the Management Services Agreement with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”) was terminated by mutual consent (Exhibits 10.4, 10.4.1, 10.4.2, 10.4.3, 10.4.4, 10.4.5, 10.4.5.6 - Incorporated by reference). The principal of Kalpakian Bros. is Jacob H. Kalpakian, the President, CEO and director of the Company. Bedo H. Kalpakian, former President, CEO, CFO and director of the Company was a principal of Kalpakian Bros. until December 31, 2019.
On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 – Incorporated by reference).
On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).
The Company has entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors (see Exhibit 10.18 - Incorporated by reference). The Company has issued 849,997 units of the Company to Jackpot at the price of $0.45 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company has issued 35,000 units of the Company at the price of $0.45 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant is exercisable at the price of $0.60 per share until November 2, 2022. The securities issued were subject to a hold period in accordance with applicable securities laws. During September 2018, Jackpot sold 160,000 units of 37 Capital to an arm’s length party, and during the year ended December 31, 2019, Jackpot sold 680,000 common shares of the Company. As at December 31, 2020, Jackpot owned 9,997 common shares in the capital of the Company representing approximately 0.69% of the then Company’s issued and outstanding common shares. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022.
On December 11, 2020, the Company entered into debt settlement agreements with certain creditors (the “Company’s Creditors”) whereby the Company’s Creditors agreed to accept common shares in the capital of the Company as full and final settlement of amounts owing to the Company’s Creditors. Pursuant to the debt settlement agreements, on January 25, 2021, the Company issued 2,957,406 common shares of the Company (the “Debt Settlement”) with a fair value of $0.55 per common share to certain creditors, including to a related party and a director and officer of the Company (the “Creditors”) (see Exhibit 10.20 – Incorported by reference).
| 38 |
Item 10. D. Exchange Controls
| (a) | No governmental laws, decrees or regulations in the Province of British Columbia, Canada, restrict export or import of capital, including, but not limited to, foreign exchange controls, or affect the remittance of dividends, interest or other payments to non-resident holders of the Registrant’s securities. |
| (b) | There are no limitations on the right of non-resident or foreign owners to hold or vote such securities imposed by foreign law or by the charter or other constituent document of the Registrant. |
Item 10.E. Taxation
General
The following comments summarize the material Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who is a non-resident of Canada and who is a resident of the United States subject to taxation under the laws of the United States.
The following is based upon the current provisions of the Income Tax Act (Canada) (the “Tax Act”) and regulations thereunder, the U.S. Internal Revenue Code of 1986 (the “Code”) and regulations thereunder, the Canada-United States Income Tax Convention, 1980 (the “Convention”), the current administrative policies and practices published by Canada Revenue Agency or by the U.S. Internal Revenue Service and all specific proposals to amend the Tax Act and regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof, and judicial decisions, all of which are subject to change. The following does not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.
The following is intended to be a general description of the Canadian and U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. The following does not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law. Therefore, prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of 37 Capital Inc.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
Dividends on Common Stock
Under the Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada. The Convention reduces this rate to 15% for a shareholder resident in the United States. Withholding tax is further reduced to 5% if the United States resident shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation paying the dividend.
Exemptions from Withholding Tax
The Convention provides exemption from Canadian income tax on dividends paid to religious, scientific, literary, educational or charitable organizations or to an organization constituted and operated exclusively to administer or provide benefits under one or more pension, retirement or employee benefit funds or plans. To qualify for exemption such organizations must be resident in the United States and be exempt from income tax under the laws of the United States.
Dispositions of Common Stock
The following comments apply only to a shareholder whose Common stock constitutes capital property to him/her for purposes of the Income Tax Act.
Common stock will generally constitute capital property unless the holder is a trader or dealer in securities or is engaged in a venture in the nature of trade in respect of Common Stock.
| 39 |
Common stock of a resident public corporation will constitute taxable Canadian property of a shareholder at a particular time if at any time in the preceding five (5) years, 25% or more of the issued shares of any class of the capital stock of the Registrant belonged to the non-resident shareholder, persons with whom the non-resident did not deal at arm’s length, or to the non-resident shareholder and persons with whom the non-resident shareholder did not deal at arm’s length.
Under the Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian property and may deduct allowable capital losses from dispositions of taxable Canadian property. If the shares are considered taxable Canadian property, the vendor may be required to withhold tax pursuant to section 116 of the Tax Act.
Upon disposal of capital property the amount, if any, by which a taxpayer’s proceeds of disposition exceed or are exceeded by the adjusted cost base of the capital property (including expenses of disposition) represent the capital gain (or loss) on disposition of the capital property. One half of the gain (the “taxable capital gain”) is brought into income and taxed at normal rates. One half of the loss (the “allowable capital loss”) can be deducted from taxable capital gains realized in the same year. Pursuant to the Federal Budget which was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate was reduced from three-fourths to two-thirds for dispositions after February 27, 2000. On October 18, 2000, the Federal Budget further reduced the inclusion rate from two-thirds to one-half for dispositions after October 17, 2000. For dispositions of taxable Canadian property any excess of allowable capital losses over taxable capital gains becomes a “net capital loss” which can be carried to other years to reduce taxable capital gains from the disposition of such property.
The Convention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property. There is no protection for a gain on a disposition of shares the value of which is derived principally from real property in Canada. Protection under the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.
Canada Revenue Agency has indicated that it considers the protection of the Convention with respect to capital gains extend to a “deemed disposition” under the Tax Act, including the “deemed disposition” arising upon the death of a taxpayer.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
37 CAPITAL INC. (“37 Capital”) is classified as a Passive Foreign Investment company (“PFIC”) for U.S. federal income tax purposes since the following conditions have applied for at least one taxable year since 1986:
1) 75% or more of its gross income has been passive;
2) The average percentage of its assets producing passive income is at least 50%.
The following is intended to be a general description of the U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders. Prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of 37 Capital.
Since 37 Capital has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in 37 Capital, it remains a PFIC as to that shareholder even if it no longer meets the income or asset test. Classification as a PFIC will create U.S. tax consequences to a U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other investments.
Generally, a U.S. shareholder will realize ordinary income on the receipt of cash dividends or property distributions from an investment in the shares of a foreign corporation to the extent such dividends are paid out of the foreign company’s current accumulated earnings and profits. To the extent of any withholding taxes, both individual and corporate investors must include such taxes in income and, in turn, claim a foreign tax credit. Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxes and claim a foreign tax credit.
| 40 |
Thus, under the general rule, no U.S. federal income tax consequences occur until an actual dividend is paid. Although this general rule can apply in a PFIC investment, there are significant deviations from this general rule and many elections available to a U.S. shareholder that can alter the U.S. federal income tax consequences. Such consequences will be unique to each U.S. shareholder.
In the absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess distribution method. Under this method, where a current year dividend exceeds 125% of the average of dividends during the preceding three taxable years, the excess must be allocated rateably to each day in the taxpayer’s holding period.
The amount of the excess allocated to the current year and to years when the corporation was not a PFIC is included in the shareholder’s gross income for the year of the distribution. The remainder of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computing and paying the resultant interest on the recomputed tax for each PFIC year. As indicated above, foreign tax credit relief is available for withholding taxes for both individual and corporate investors. Relief for underlying corporate tax is only available for certain corporate investors.
Under the excess distribution method, gain on the disposition of PFIC shares results in the same allocation process; gross income inclusion; tax re-computation; and interest charges as an excess distribution.
In lieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund (“QEF”) and be taxed under the QEF method. If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF. The current income inclusion eliminates the interest charge under the excess distribution method. Thus, unlike the excess distribution method that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation without the receipt of cash.
Shareholders, who make a QEF election may, or may not, remain subject to tax under the excess distribution method. If the U.S. shareholder makes the QEF election for the foreign corporation’s first tax year as a PFIC that is included in the shareholder’s holding period, the excess distribution will not apply to the shareholder. Thus, this type of shareholder will include its pro-rata share of PFIC earnings as a dividend, claim the appropriate foreign tax credit, and not face any interest charge.
If the shareholder makes the QEF election at a later time, in the absence of any other PFIC election, current taxation under the QEF method will apply prospectively. However, the excess distribution method continues to apply prior to the effective date of the QEF election.
If the shareholder makes the QEF election at a later time, the shareholder has an additional option to make a purging election. If a purging election is made, the PFIC stock would be treated as if it were sold and the gain treated as an excess distribution requiring: a gross income inclusion; allocation to PFIC years in the shareholder’s holding period, a tax re-computation for PFIC years in the shareholder’s holding period; and an interest charge payment. As a result of the purging election, thereafter the excess distribution method would not apply to that shareholder.
Under the QEF method, the U.S. shareholder has another option. In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last day of the QEF’s tax year may elect to extend the time for payment of any of its undistributed PFIC earnings tax liability for the tax year. If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S. shareholder is liable for interest.
In lieu of any of the above-described methods, since 37 Capital is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.
A U.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock. If the election is made, the shareholder includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax year over the shareholder’s adjusted basis in the stock. Decreases in market value are allowed as deductions, within certain prescribed limits.
| 41 |
Generally, under the mark to market election, the general PFIC rules under the excess distribution method and QEF method do not apply. However, if the mark to market election is made after a U.S. shareholder has maintained its investment, there are provisions that ensure that the interest charge on amounts attributable to periods before the election is not avoided.
PERSONS CONSIDERING THE PURCHASE OF THE COMPANY’S COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.
Item 10. F. Dividends and Paying Agents.
The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9. The telefax number is (604) 661-9407.
Item 10. G. Statement by Experts
Not Applicable.
Item 10. H. Documents on Display.
We have filed this 2021 Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Statements made in this Annual Report as to the contents of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to this Annual Report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.
We are subject to the informational requirements of the Securities Exchange Act and file reports and other information with the Securities and Exchange Commission. Reports and other information which we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549. Additionally, copies of this material may also be obtained from the Securities and Exchange Commission’s Investor Site at http://www.sec.gov . The Commission’s telephone number is 1-800-SEC-0330.
Item 10. I Subsidiary Information
On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”).
On April 30, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) (see Exhibit 12 – Incorporated by reference) with 27 Red (“Spinco1”) and 4 Touchdowns (“Spinco2”).
At the Company’s annual and special meeting which was held on June 4, 2015 (see Exhibit 12 - Incorporated by reference), the Company’s shareholders passed all the resolutions presented including the re-election of the board of directors, re-appointment of the Company’s auditor, approval of the Company’s stock option plan, and the proposed Plan of Arrangement with 27 Red and 4 Touchdowns.
In respect to the Plan of Arrangement, the Company applied for an Interim Order which was granted on May 6, 2015 by the Supreme Court of British Columbia, and on June 12, 2015 the Company received the final court approval for the Plan of Arrangement.
The Company completed the Plan of Arrangement with 27 Red (Spinco 1) and 4 Touchdowns (Spinco 2). The effective date of the Arrangement was on February 12, 2016 (the “Effective Date”). Shareholders of record on the Effective Date received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, and pursuant to the Arrangement, all of the Class 1 Reorganization Shares were automatically transferred by Shareholders to Spinco1 in exchange for 2,067,724 common shares of Spinco1 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco1 being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares by the transfer to Spinco1 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 27 Red as a capital distribution and recorded as a dividend.
| 42 |
Furthermore on the Effective Date, all of the Class 2 Reorganization Shares were automatically transferred by Shareholders to Spinco2 in exchange for 2,067,724 common shares of Spinco2 and issued to Shareholders on a pro rata basis (resulting in one common share of Spinco2 being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares by the transfer to Spinco2 of $20,677 and a promissory note in the principal amount of $20,677. The promissory note was non-interest bearing, unsecured and due on demand. The redemption of shares was distributed to the shareholders’ of 4 Touchdowns as a capital distribution and recorded as a dividend.
A copy of the Arrangement Agreement is available on www.SEDAR.com.
As a result of the completion of the Arrangement, 27 Red and 4 Touchdowns are independent entities and are no longer subsidiaries of the Company.
On September 12, 2017, the Company entered into a Consulting Agreement with 27 Red whereby the Company provided certain consultancy and advisory services to 27 Red for a three month period (the “Term of the Agreement”). The fee paid by 27 Red to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.16 – Incorporated by reference).
On October 12, 2017, the Company entered into a Consulting Agreement with 4 Touchdowns whereby the Company provided certain consultancy and advisory services to 4 Touchdowns for a three month period (the “Term of the Agreement”). The fee paid by 4 Touchdowns to the Company was $18,188.65 for the Term of the Agreement (see Exhibit 10.17 – Incorporated by reference).
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Risk management overview
The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.
(b) Fair value of financial instruments
The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their carrying values due to the short-term maturity of these instruments.
IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| 43 |
(c) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.
(d) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.
At December 31, 2021, the Company had cash of $1,611 (2020 - $9) available to apply against short-term business requirements and current liabilities of $697,319 (2020 - $1,337,235). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2021, two convertible debentures together with the accrued interest are outstanding , and the loan payable in the amount of $50,000 plus accrued interest in the amount of $2,973 are due. Liquidity risk is assessed as high.
(e) Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2021, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and the fixed interest rate on the outstanding convertible debentures.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
As at the date of this Annual Report, the Company has two Convertible Debentures totalling the principal amount of $250,000 plus accrued interest outstanding (see Exhibits 10.15 & 10.15.1 – Incorporated by reference).
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Except for outstanding loans, accounts payable, accrued liabilities and two convertible debentures totalling the principal amount of $250,000 plus accrued interest, the Company is not in default in the payment of principal, interest, sinking fund installment or any other default with respect to any other indebtedness of the Company.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
There have been no changes in the constituent instruments defining the rights of holders of common stock and no issuance of any other securities that has modified the rights of holders of common stock.
| 44 |
Use of Proceeds from Offering
Not Applicable.
ITEM 15. CONTROLS AND PROCEDURES
a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures [(as defined in Rules 13a-15(d) and 15d -15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)] as of the end of the period covered by this Annual Report on Form 20-F. Based on such evaluation, they have concluded that as of such date, our disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.
b) MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our financial statements for external purposes in accordance with generally accepted accounting principles. Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, it was found that the internal controls cannot be relied upon due to lack of segregation of duties. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit the Company to provide only management’s report in this Annual Report.
c) CHANGES IN INTERNAL CONTROLS. There were no changes in our internal controls or in other factors that could affect these controls subsequent to the date of evaluation by our Chief Executive Officer and Chief Financial Officer
[Exhibit 31.1* – Attached herewith]
ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.
16.A. Audit Committee Financial Expert
The financial experience of Neil Spellman (Chairman of the Audit Committee), including his experience as a member of the audit committee of another public company determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002. (See Item 6.C.3. in this Annual Report for further details on the Audit Committee.)
| 45 |
16.B. Code of Ethics
On May 31, 2004, the Company’s Board of Directors adopted a Code of Ethics (the “Code”) for the Company’s Chief Executive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function (the “Senior Financial Officers”) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations. These Senior Financial Officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies, standards and guidelines. (Exhibit 14.1 –Incorporated by reference).
The Code of Ethics can be accessed electronically at http://www.37capitalinc.com.
Item 16.C. Auditor’s Fees & Services
| (a) | Audit Fees: The aggregate fees billed for each of the last three fiscal years by the Company’s Auditors were (2021: $17,000) (2020: $17,000) and (2019: $17,000). |
| (b) | Audit Related Fees were (2021: $Nil) (2020: $Nil) and (2019: $Nil) and (2018: $Nil). |
| (c) | Tax Fees: Tax fees were (2021:$1,050) (2020: $1,000) and (2019: $1,000) |
| (d) | All other Fees were (2020: $Nil) (2020: $Nil) and (2019: $Nil). |
Further details with respect to the Audit Committee’s Charter is included in the Company’s Management Information Circulars dated November 18, 2019, November 20, 2020 and December 3, 2021 (see Exhibits 13.3, 13.4 & 13.5 – Incorporated by reference)
The Audit Committee’s pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit related services to be rendered by the Company’s external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve audit services up to a maximum cost of $30,000 and individual assignments up to a maximum cost of $5,000. All other assignments must be pre-approved by the Audit Committee. All amounts which exceed the authorized amounts require further approval from the Audit Committee.
ITEM 17. FINANCIAL STATEMENTS
The Company’s Audited Financial Statements for the year ended December 31, 2021 and 2020, together with the report of the auditors, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, are filed as part of this Annual Report. The Company’s financial statements are stated in Canadian dollars (Cdn $).
| A) Index to Financial Statements | Page |
| i) Financial Statements | |
| Report of Independent Registered Public Accounting Firm to the Shareholders | 49 |
| Balance Sheets as at December 31, 2021 and 2020 | 50 |
| Statements of Comprehensive Loss for the years ended December 31, 2021, 2020 and 2019 | 51 |
| Statements of Changes in Stockholders’ Deficiency for the years ended December 31, 2021. 2020 and 2019 | 52 |
| Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 and 2018 | 53 |
| Notes to the Financial Statements | 54 |
| ii) Management’s Discussion & Analysis for the year ended December 31, 2021 | 71 |
ITEM 18. FINANCIAL STATEMENTS
The Company's financial statements which are required to be filed hereunder are listed in Item 17 and are specifically incorporated herein by this reference. The Company's financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with the International Financial Reporting Standards as issued by the International Accounting Standards Board.
| 46 |
ITEM 19. LIST OF EXHIBITS
* Filed Herewith
| 47 |
37 CAPITAL INC.
Audited Financial Statements
December 31, 2021 and 2020
(Expressed in Canadian Dollars)
| Report of Independent Registered Public Accounting Firm | 50 |
| Financial Statements | |
| Balance Sheets | 51 |
| Statements of Comprehensive Loss | 52 |
| Statements of Changes in Stockholders’ Deficiency | 53 |
| Statements of Cash Flows | 54 |
| Notes to Financial Statements | 55 |
| 48 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of 37 Capital Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of 37 Capital Inc. (the "Company") as of December 31, 2021 and 2020, the statements of comprehensive loss, changes in stockholders’ deficiency and cash flows, for the years ended December 31, 2021, 2020 and 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2021 and 2020, and its financial performance and its cash flows for the years ended December 31, 2021, 2020 and 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit and has a working capital deficiency. The Company has limited resources and no sources of cash from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ DMCL LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
ID
We have
served as the Company’s auditor since 2016
May 4, 2022
| 49 |
37 CAPITAL INC.
Balance Sheets
December 31,
(Expressed in Canadian Dollars)
| As at | 2021 | 2020 | ||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | $ | $ | ||||||
| GST receivable | ||||||||
| Total current assets | ||||||||
| Mineral Property Interests (note 5) | ||||||||
| Investment (note 17) | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficiency | ||||||||
| Current | ||||||||
| Accounts payable and accrued liabilities (note 6) | $ | $ | ||||||
| Due to related parties (note 7) | ||||||||
| Refundable subscription (note 8) | ||||||||
| Loan payable (note 9) | ||||||||
| Convertible debentures (note 10) | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficiency | ||||||||
| Capital stock (note 11) | ||||||||
| Equity portion of convertible debentures (note 10) | ||||||||
| Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficiency | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficiency | $ | $ | ||||||
Going Concern (note 2)
Commitments (note 14)
On behalf of the Board:
”Jake H. Kalpakian” (signed)
Jake H. Kalpakian, Director
“Gregory T. McFarlane” (signed)
Gregory T. McFarlane, Director
The accompanying notes form an integral part of these financial statements.
| 50 |
37 CAPITAL INC.
Statements of Comprehensive Loss
Years Ended December 31,
(Expressed in Canadian Dollars)
| 2021 | 2020 | 2019 | ||||||||||
| Expenses | ||||||||||||
| Finance and interest (notes 7, 9 and 10) | $ | $ | $ | |||||||||
| Foreign exchange loss | ||||||||||||
| Legal, accounting and audit | ||||||||||||
| Office, rent and miscellaneous (note 7) | ||||||||||||
| Regulatory and transfer fees | ||||||||||||
| Consulting | ||||||||||||
| Travel, meals and entertainment | ||||||||||||
| Loss on debt settlement (note 11) | ||||||||||||
| Impairment loss (note 5 and 17) | ||||||||||||
| Shareholder communications | ||||||||||||
| Total expenses | ||||||||||||
| Net and comprehensive Loss for the Year | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Basic and Diluted Loss per Common Share | $ | ( | ) | $ | ( | ) | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding | $ | |||||||||||
The accompanying notes form an integral part of these financial statements.
| 51 |
37 CAPITAL INC.
Statements of Changes in Stockholders’ Deficiency
(Expressed in Canadian Dollars)
| Capital Stock | ||||||||||||||||||||
| Common Shares | Amount | Equity Portion of Convertible Debentures Reserve | Deficit | Total Stockholders’ Deficiency | ||||||||||||||||
| Balance,
December 31, 2018 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Net loss for the year | — | ( |
) | ( |
) | |||||||||||||||
| Shares issued for mineral property interest | ||||||||||||||||||||
| Balance,
December 31, 2019 |
( |
) | ( |
|||||||||||||||||
| Net loss for the year | — | ( |
) | ( |
) | |||||||||||||||
| Shares issued for mineral property interest | ||||||||||||||||||||
| Balance,
December 31, 2020 |
( |
) | ( |
) | ||||||||||||||||
| Net loss for the year | — | ( |
) | ( |
) | |||||||||||||||
| Private placement, net of issuance of costs | ||||||||||||||||||||
| Shares issued in settlement of debts, net of issuance of costs | ||||||||||||||||||||
| Fractional
share adjustment |
( |
) | ||||||||||||||||||
| Balance,
December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
The accompanying notes form an integral part of these financial statements.
| 52 |
37 CAPITAL INC.
Statements of Cash Flows Years Ended December 31,
(Expressed in Canadian Dollars)
| 2021 | 2020 | 2019 | ||||||||||
| Operating Activities | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Items not involving cash: | ||||||||||||
| Interest expense on loan and convertible debentures | ||||||||||||
| Impairment loss of investment (note 17) | ||||||||||||
| Impairment loss of mineral property (note 5) | ||||||||||||
| Loss on debt settlement | ||||||||||||
| Total Operating Activities | ( | ) | ( | ) | ( | ) | ||||||
| Changes in non-cash working capital (note 12) | ||||||||||||
| Cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||
| Investing Activities | ||||||||||||
| Purchase of mineral property interest | ( | ) | ||||||||||
| Cash used in investing activities | ( | ) | ||||||||||
| Financing Activities | ||||||||||||
| Share issue cost | ( | ) | ||||||||||
| Proceeds from loan payable | ||||||||||||
| Proceed from related party loan | ||||||||||||
| Repayment of loan from related party | ( | ) | ||||||||||
| Cash provided by financing activities | ||||||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||||||
| Cash, beginning | ||||||||||||
| Cash, ending | $ | $ | $ | |||||||||
| The accompanying notes form an integral part of these financial statements. | ||||||||||||
| 53 |
Notes to Financial Statements
Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
1. NATURE OF BUSINESS
37
Capital Inc. (“37 Capital” or the “Company”) was incorporated on
The shares of the Company trade on the Canadian Securities Exchange (the “Exchange”) under the symbol “JJJ.X”, and trade on the OTC Pink tier of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located at 303 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 3200-650 West Georgia Street, Vancouver BC V6B 4P7.
Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. All the figures as to the number of common shares, stock options, warrants, prices of issued shares, exercise prices of stock options and warrants, as well as loss per share, in the financial statements are post-consolidation amounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.
In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its mineral property interest in a timely manner. The impact on the economy and the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.
2. GOING CONCERN
These financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.
Several
adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses over the past
three fiscal years. As of December 31, 2021, the Company has an accumulated deficit of $
The application of the going concern concept is dependent upon the Company’s ability to raise sufficient funding to pay creditors and to satisfy its liabilities as they become due. Management is actively engaged in the review and due diligence on opportunities of merit and is seeking to raise the necessary capital to meet its funding requirements. There can be no assurance whatsoever that management’s plan will be successful.
If the going concern assumption were not appropriate for these financial statements then adjustments may be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.
| 54 |
37 CAPITAL INC.
Notes to Financial Statements
Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
3. BASIS OF PRESENTATION
(a) Statement of compliance
These financial statements are prepared in accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting interpretation Committee (“IFRIC”).
(b) Basis of presentation
These financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value.
In addition, these financial statements have been prepared on the accrual basis, except for cash flow information. These financial statements are presented in Canadian dollars, which is the Company’s functional currency.
(c) Approval of the financial statements
These financial statements were approved and authorized for issue by the Board of Directors on May 4, 2022.
(d) Reclassification
Certain prior period amounts in these financial statements have been reclassified to conform to current period’s presentation. These reclassifications had no net effect on the results of operations or financial position for any period presented.
(e) Use of estimates and judgments
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Accounting estimates will, by definition, seldom equal the actual results. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
The key area of judgment applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities is as follows:
| • | assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that give rise to significant uncertainty; |
| • | the classification/allocation of expenses as exploration and evaluation expenditures or operating expenses; and |
| • | the determination whether there have been any events or changes in circumstances that indicate the impairment of its exploration and evaluations assets. |
| 55 |
37 CAPITAL INC.
Notes Financial Statements
Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
3. BASIS OF PRESENTATION (Continued)
The key estimates applied in the preparation of the financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:
| • | The recoverability of the carrying value of exploration and evaluation assets; |
| • | The provision for income taxes and recognition of deferred income tax assets and liabilities; and |
| • | The inputs in determining the liability and equity components of the convertible debentures. |
4. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies of the Company include the following:
(a) Financial instruments
(i) Recognition and classification
The Company classifies its financial instruments in the following categories:
| • | At fair value through profit and loss (“FVTPL”): cash |
| • | At fair value through other comprehensive income (loss) (“FVTOCI”) |
| • | Amortized cost: accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures. |
The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.
(ii) Measurement
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of comprehensive loss in the period in which they arise.
| 56 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
4. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Debt investments at FVTOCI
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive loss (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVTOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
(iii) Impairment of financial assets at amortized cost
The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
(iv) Derecognition
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity.
Financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when the terms of the liability are modified such that the terms and / or cash flows of the modified instrument are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
Gains and losses on derecognition are generally recognized in profit or loss.
(b) Mineral property interests
Costs directly related to the acquisition, exploration and evaluation of resource properties are capitalized once the legal rights to explore the resource properties are acquired.
If it is determined that capitalized acquisition, exploration and evaluation costs are not recoverable, or the property is abandoned or management has determined impairment in value, the property is written down to its recoverable amount.
| 57 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
4. SIGNIFICANT ACCOUNTING POLICIES (Continued)
From time to time, the Company acquires or disposes properties pursuant to the terms of option agreements. Options are exercisable entirely at the discretion of the optionee, and accordingly, are recorded as mineral property costs or recoveries when the payments are made or received. After costs are recovered, the balance of the payments received is recorded as a gain on option or disposition of mineral property.
Once the technical feasibility and commercial viability of the extraction of mineral resources are demonstrable, mineral property interests attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets within property and equipment. To date, the Company’s mineral property interest has not demonstrated technical feasibility and commercial viability. The recoverability of the carrying amount of any mineral property interests is dependent on successful development and commercial exploitation or, alternatively, sale of the respective areas of interest.
(c) Impairment
At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period. For an asset that does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.
(d) Decommissioning liabilities
An obligation to incur decommissioning and site rehabilitation costs occurs when environmental disturbance is caused by exploration, evaluation, development or ongoing production.
Decommissioning and site rehabilitation costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided when the obligation to incur such costs arises and are capitalized into the cost of the related asset. These costs are charged against operations through depreciation of the asset and unwinding of the discount on the provision.
Depreciation is included in operating costs while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the cost of the related asset. The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against operations as extraction progresses.
| 58 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
Changes in the measurement of a liability, which arise during production, are charged against operating profit. The discount rate used to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessment of the time value of money and the risks specific to the obligation. To date the Company does not have any decommissioning liabilities.
(e) Income taxes
Income tax expense consisting of current and deferred tax expense is recognized to profit or loss. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period-end, adjusted for amendments to tax payable with regard to previous years.
Deferred tax assets and liabilities and the related deferred income tax expense or recovery are recognized for deferred tax consequences attributable to differences between the carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment occurs.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The Company grants stock options to directors, officers, employees and consultants of the Company. The fair value of share-based payments to employees is measured at grant date, using the Black-Scholes Option Pricing Model, and is recognized over the vesting period using the graded method. Fair value of share-based payments for non-employees is recognized and measured at the date the goods or services are received based on the fair value of the goods or services received. If it is determined that the fair value of goods and services received cannot be reliably measured, the share-based payment is measured at the fair value of the equity instruments issued using the Black-Scholes Option Pricing Model.
For both employees and non-employees, the fair value of share-based payments is recognized as either an expense or as mineral property interests with a corresponding increase in option reserves. The amount to be recognized as expense is adjusted to reflect the number of share options expected to vest. Consideration received on the exercise of stock options is recorded in capital stock and the related share-based payment is transferred from the stock option reserve to capital stock. For unexercised options that expire, the recorded value is transferred to deficit.
(g) Convertible debentures
The liability component of convertible debentures is recognized initially at the fair value of a similar liability that does not have a conversion option. The equity component is recognized initially, as the difference between the fair value of the convertible debenture as a whole and the fair value of the liability component. Transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. Subsequent to initial recognition, the liability component of the convertible debenture is measured at amortized cost using the effective interest method. The equity component is not re-measured subsequent to initial recognition.
| 59 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
Loss per share is calculated by dividing net loss attributable to common shares of the Company by the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method for calculating diluted loss per share. Under this method, the dilutive effect on earnings per share is calculated on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to purchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
(i) Capital stock
Proceeds from the exercise of stock options and warrants are recorded as capital stock. The proceeds from the issuance of units of the Company are allocated between common shares and warrants based on the residual value method. Under this method, the proceeds are allocated first to capital stock based on the fair value of the common shares at the time the units are issued and any residual value is allocated to the warrants. When the warrants are exercised, the related value is transferred from the warrant reserve to capital stock. For unexercised warrants that expire, the recorded value is transferred from the warrant reserves to deficit.
(j) Foreign currency translation
Amounts recorded in foreign currency are translated into Canadian dollars as follows:
| (i) | Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date; |
| (ii) | Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and |
| (iii) | Revenues and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date. |
Exchange differences are recognized in profit or loss in the period which they arise.
(k) Accounting standards issued but not yet effective
At the date of the approval of the financial statements, a number of standards and interpretations were issued but not effective. The Company considers that these new standards and interpretations are either not applicable or are not expected to have a significant impact on the Company’s financial statements.
| 60 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
5. MINERAL PROPERTY INTERESTS
| Schedule of mineral property interests | ||||||||||
| Acacia Property | Extra High Property | Total | ||||||||
| Balance, December 31, 2018 | $ | $ | $ | |||||||
| Acquisition costs | ||||||||||
| Balance, December 31, 2019 | $ | $ | $ | |||||||
| Acquisition costs | ||||||||||
| Balance, December 31, 2020 | $ | $ | $ | |||||||
| Impairment | ( |
) | ( |
) | ( | |||||
| Balance, December 31, 2021 | $ | $ | ||||||||
Acacia Property
On
September 30, 2019, the Company entered into a property option agreement (the “Option Agreement”) with Eagle Plains Resources
ltd. (“Eagle Plains”) to acquire a
| • | Issuance
of |
| • | Incur
of a total of $ |
| • | Issuance
of |
| • | Issuance
of |
| • | Issuance
of |
| • | Issuance
of |
Within a period of 30 days after each annual anniversary of the Option Agreement, the Company was required to decide whether or not it wishes to continue with the Option Agreement.
On
October 15, 2020, the Company entered into an amendment agreement to the Option Agreement with Eagle Plains as the Company was not able
to incur the required amount of $
| • | Issuance of common shares (issued) to Eagle Plans. |
| • | Commitment to incur $200,000 in property related expenditures during the 2nd period of the agreement. |
During
November 2021, by mutual consent, the Company and Eagle Plains terminated the Option Agreement dated September 30, 2019 and the Amendment
Agreement to the Option Agreement dated October 15, 2020. Accordingly, the Company recorded an impairment loss of $
| 61 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
5. MINERAL PROPERTY INTERESTS (Continued)
Extra High Property
Previously
the Company held a
On
October 31, 2019, as amended on November 4, 2019, the Company entered into an agreement with Colt Resources Inc. (“Colt Resources”)
to purchase the remaining
| • | a
cash consideration of $ |
| • | a 0.5% NSR from commercial production which may be purchased by the Company at any time by making a payment of $500,000. |
The Extra High Property claims are to expire on July 31, 2022. The agreement can be terminated by the Company at anytime without any monetary repercussions. As at December 31, 2021, the Company owns a 100% undivided right, interest and title in and to the Extra High Property.
The
Extra High Property is subject to a 1.5% Net Smelter Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can
be purchased by the Company at any time by paying $
During
the year ended December 31, 2021, the Company recorded an impairment loss of $
6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| Schedule of accounts payable and accrued liabilities | ||||||||
| December 31, 2021 | December 31, 2020 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
7. RELATED PARTY TRANSACTIONS
The amounts due to related parties are unsecured, payable on demand which consist of the following:
| Amounts due to related parties | ||||||||
| December 31, 2021 | December 31, 2020 | |||||||
| Advances from directors (interest at prime plus 1%) | $ | $ | ||||||
| Entities controlled by directors (non-interest-bearing) | ||||||||
| Due to related parties | $ | $ | ||||||
| 62 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
7. RELATED PARTY TRANSACTIONS (Continued)
Included
in convertible debentures and accrued interest is $
During the years ended December 31, the following amounts were charged by related parties.
| Amounts charged by related parties | ||||||||||||
| 2021 | 2020 | 2019 | ||||||||||
| Interest charged on amounts due to related parties | $ | $ | $ | |||||||||
| Interest on convertible debentures | ||||||||||||
| Rent
charged by entities with common directors (note 14) | ||||||||||||
| Office
expenses charged by, and other expenses paid on behalf of the Company by a company with common directors (note 14) | ||||||||||||
| Total expenses | $ | $ | $ | |||||||||
The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement, and an office support services agreement (Note 14).
8. REFUNDABLE SUBSCRIPTION
During
the year ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement totaling $
During
the year ended December 31, 2020, the Company received $
9. LOAN PAYABLE
During
the year ended December 31, 2016, the Company entered into an agreement with an arm’s length party whereby the party paid certain
debts owed by the Company. The loan was non-interest bearing, unsecured and due on demand. On January 25, 2021, the principal amount
of $
During
May 2021, an arm’s length party has lent the Company the amount of $
| 63 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
10. CONVERTIBLE DEBENTURES FINANCING
Convertible Debentures Financing 2015
On
January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $
On
October 29, 2021 the Company entered into an Addendum to the convertible debentures whereby the maturity date of the principal amount
totaling $
At
December 31, 2021, the Company recorded interest expense of $
Convertible Debentures Financing 2013
During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of
$
$
During
the year ended December 31 2021, the Company recorded interest expense of $nil (2020 - $
The following table reconciles the fair value of the debentures to the carrying amount.
| Reconciles of fair value of debentures to carrying amount | ||||||||||||
| Liability Component | Equity Component | Total | ||||||||||
| Balance, December 31, 2019 | $ | $ | $ | |||||||||
| Interest accrued | ||||||||||||
| Balance, December 31, 2020 | ||||||||||||
| Interest accrued | ||||||||||||
| Shares for debt issue | ( | ) | ( | ) | ||||||||
| Balance, December 31, 2021 | $ | $ | $ | |||||||||
| 64 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
(a) Authorized
Unlimited number of common and preferred shares without par value. As of December 31, 2021, there are no preferred shares issued.
(b) Issued
As of December 31, 2021, there are 4,495,947 common shares issued and outstanding.
On
January 15, 2021, the Company issued
On
January 25, 2021, the Company issued
During the year ended December 31, 2020, the Company issued 20,000 common shares at $0.375 per share to Eagle Plains pursuant to the Acacia Property Option Agreement (Note 5).
During
the year ended December 31, 2019,
(c) Warrants
Warrants activity is as follows:
| Warrants activity | ||||||||
| Number of Warrants | Weighted Average Exercise Price | |||||||
| Balance, December 31, 2018 | $ | |||||||
| Balance, December 31, 2019 and 2020 | $ | |||||||
| Expired | ( | ) | $ | |||||
| Issued | $ | |||||||
| Balance, December 31, 2021 | $ | |||||||
As of December 31, 2021, the following warrants were outstanding:
| 65 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
| Warrants outstanding | ||||||||
| Expiry Date | Exercise Price | Number of Warrants Outstanding | ||||||
The weighted average remaining contractual life for warrants outstanding at December 31, 2021 is 0.86 years (2020 -1.65 years).
(d) Stock options
The Company’s 2015 Stock Option Plan provides that the Board of Directors of the Company may grant to directors, officers, employees and consultants of the Company options to acquire up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis. The terms of the options are determined at the date of grant.
As of December 31, 2021, there were no stock options outstanding (2020 – Nil).
12. CHANGES IN NON-CASH WORKING CAPITAL
| Schedule Of Changes in noncash working capital | ||||||||||||
| 2021 | 2020 | 2019 | ||||||||||
| GST receivable | $ | $ | $ | |||||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Due to related parties | ||||||||||||
| Changes in non-cash working capital | $ | $ | $ | |||||||||
| Supplemental information | ||||||||||||
| Non-cash items | ||||||||||||
| Interest expense included in convertible debt | $ | $ | $ | |||||||||
| Interest expense included in due to related parties | $ | $ | $ | |||||||||
| Shares issued for mineral property interests | $ | $ | $ | |||||||||
| Shares issued for debt | $ | |||||||||||
13. INCOME TAXES
Income
tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of
| 66 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
13. INCOME TAXES (Continued)
| Schedule of income tax expenses | ||||||||||||
| For the years ended December 31, | 2021 | 2020 | 2019 | |||||||||
| Loss before income taxes | $ | $ | $ | |||||||||
| Statutory income tax rate | % | % | % | |||||||||
| Expected income tax benefit | ( | ) | ||||||||||
| Items not deductible for income tax purposes | ( | ) | ||||||||||
| Underprovided in prior years | ||||||||||||
| Unrecognized benefit of deferred tax assets | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | $ | $ | $ | |||||||||
The Company recognizes tax benefits on losses or other deductible amounts where it is probable the Company will generate sufficient taxable income to utilize deferred tax assets. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:
| Schedule of unrecognized deductible temporary differences and unused tax losses | ||||||||
| For the years ended December 31, | 2021 | 2020 | ||||||
| Excess of unused exploration expenditures over carrying value of mineral property interests | $ | $ | ||||||
| Excess of undepreciated capital cost over carrying value of fixed assets | ||||||||
| Non-refundable mining investment tax credits | ||||||||
| Non-capital losses carried forward | ||||||||
| Capital losses carried forward | ||||||||
| Unrecognized deductible temporary differences | $ | $ | ||||||
At
December 31, 2021, the Company has non-capital losses of $
| 67 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
13. INCOME TAXES (Continued)
| Schedule of unrecognized unused non-capital tax losses | ||||||||
| 2027 | $ | $ | ||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| 2032 | ||||||||
| 2033 | ||||||||
| 2034 | ||||||||
| 2035 | ||||||||
| 2036 | ||||||||
| 2037 | ||||||||
| 2038 | ||||||||
| 2039 | ||||||||
| 2040 | ||||||||
| 2041 | ||||||||
| Unrecognized unused non-capital tax losses | $ | $ |
The
Company has available approximate net capital losses of $
14. COMMITMENTS
(a)
During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement
with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement had a
In
respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company entered into an amending agreement whereby
the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending
agreement, the Company is required to pay a monthly rent of $
(b) Effective as of May 1, 2018, the Company entered into an agreement for office support services with Jackpot for a term of one year. On May 1, 2019 the agreement was extended for a period of one year and has subsequently been extended up to April 30, 2022. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. Either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.
(c) With respect to the 80,000 flow-through units of the Company that were issued, the Company is committed to incur Canadian qualifying exploration expenditures during 2022 for the amount of $20,000.
| 68 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
15. CAPITAL MANAGEMENT
The Company considers its capital to be comprised of stockholders’ deficiency and convertible debenture.
The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, exploration and, if warranted, the development of mineral properties, to invest in non-mining related projects and to maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity and debt financing. Future financings are dependent on market conditions and there can be no assurance that the Company will be able to raise funds in the future. There were no changes to the Company’s approach to capital management during the year ended December 31, 2021. The Company is not subject to externally imposed capital requirements.
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Risk management overview
The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.
(b) Fair value of financial instruments
The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their
carrying values due to the short-term maturity of these instruments.
IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(c) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.
| 69 |
37 CAPITAL INC.
Notes to Financial Statements
For Years Ended December 31, 2021 and 2020
(Expressed in Canadian Dollars)
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Continued)
(d) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.
At
December 31, 2021, the Company had cash of $
(e) Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2021, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and the fixed interest rate on the outstanding convertible debentures.
17. INVESTMENT
In
April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase
a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino
for a purchase price of $
| 70 |
Form 51-102F1
37 CAPITAL INC.
Management’s Discussion & Analysis
Audited Financial Statements for the
Year ended December 31, 2021
The following discussion and analysis of the financial condition and financial position and results of operations of 37 Capital Inc. (the “Company” or “37 Capital”) should be read in conjunction with the annual audited financial statements for the years ended December 31, 2021 and 2020 and the notes thereto.
The financial statements, including comparatives, have been prepared using accounting policies in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The Company’s financial statements are expressed in Canadian (CDN) Dollars which is the Company’s functional currency. All amounts in this MD&A are in CDN dollars unless otherwise stated.
The following information is prepared as at May 4, 2022.
Forward-Looking Statements
Certain statements contained herein are “forward-looking” and are based on the opinions and estimates of management, or on opinions and estimates provided to and accepted by management. Forward-looking statements may include, among others, statements regarding future plans, costs, projections, objectives, economic performance, or the assumptions underlying any of the foregoing. In this MD&A, words such as “may”, “would”, “could”, “will”, “likely”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “hopeful”, “objective”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “optimistic” and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of significant risks and uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, projections and estimations, there can be no assurance that these assumptions, projections or estimations are accurate. Readers, shareholders and investors are therefore cautioned not to place reliance on any forward-looking statements in this MD&A as the plans, assumptions, intentions, estimations, projections, expectations or factors upon which they are based might vary or might not occur. The forward-looking statements contained in this MD&A are made as of the date of this MD&A, and are subject to change after such date. The Company undertakes no obligation to update or revise any forward-looking statements, except in accordance with applicable securities laws.
Description of Business
The Company is a junior mineral exploration company.
The Company was incorporated on August 24, 1984 in British Columbia, Canada. The principal business of the Company is the acquisition, exploration and, if warranted, the development of natural resource prospects.
| 71 |
37 Capital is a reporting issuer in the Provinces of British Columbia, Alberta, Quebec and Ontario and files all public documents on www.Sedar.com .. The Company is a foreign private issuer in the United States of America and in this respect files, on EDGAR, its Annual Report on Form 20-F and other reports on Form 6K. The following link, http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=825171 will give you direct access to the Company’s filings with the United States Securities and Exchange Commission (“U.S. SEC”).
Effective June 15, 2021, the Company consolidated its capital stock on the basis of 5 pre-consolidation common shares to 1 post-consolidation common share. The Cusip number of the Company’s common shares is 88429G201. All the figures as to the number of common shares, stock options, warrants, prices of issued shares, exercise prices of stock options and warrants, as well as loss per share, in the Company’s unaudited financial statements and in this Management Discussion and Analysis are post-consolidation amounts and the prior year comparatives have been retroactively restated to present the post-consolidation amounts.
In Canada, the common shares of the Company trade on the Canadian Securities Exchange (CSE) under the symbol “JJJ.X”, and in the USA, the Company's common shares trade on the OTC Pink tier of the OTC markets under the trading symbol “HHHEF”. The Company’s office is located at 303 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at Suite 3200 - 650 West Georgia Street, Vancouver BC V6B 4P7. The Company’s registrar and transfer agent is Computershare Investor Services Inc. located at 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9. The Company’s Auditors are Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, 1500-1140 W. Pender St., Vancouver, BC V6E 4G1. The telefax number is (604) 689-2778.
Pursuant to the policies of the Canadian Securities Exchange, the Company has been deemed to be inactive, and as a result, the Company’s current trading symbol is “JJJ.X”.
Selected Annual Information
Selected annual information from the financial statements (audited) for the three years ended December 31, 2021, 2020 and 2019 is shown in the following table:
| Year Ended December 31, 2021 | Year Ended December 31, 2020 | Year Ended December 31, 2019 | ||||||||||
| Revenue | $ | 0 | 0 | 0 | ||||||||
| Interest income | 0 | 0 | 0 | |||||||||
| Expenses | 1,044,863 | 133,379 | 147,137 | |||||||||
| Basic
and diluted loss per common share before other items | (0.24 | ) | (0.09 | ) | (0.10 | ) | ||||||
| Comprehensive loss | (1,044,863 | ) | (133,379 | ) | (147,137 | ) | ||||||
| Total assets | 2,113 | 40,573 | 33,180 | |||||||||
| Long-term financial obligations | 0 | 0 | 0 | |||||||||
| Cash dividends | 0 | 0 | 0 | |||||||||
| 72 |
Results
of Operations
For the year ended December 31, 2021:
| • | The Company’s operating expenses were $1,044,863 as compared to $133,379 for the corresponding period in 2020 and as compared to $147,137 for the corresponding period in 2019. |
| • | The Company recorded a comprehensive loss of $1,044,863 as compared to a comprehensive loss of $133,379 for the corresponding period in 2020 and as compared to a comprehensive loss of $147,137 during the corresponding period in 2019. |
| • | The Company’s basic and diluted loss per common share was $0.24 as compared to a basic and diluted loss of $0.09 during the corresponding period in 2020 and as compared to a basic and diluted loss of $0.10 during the corresponding period in 2019. |
| • | The Company’s total assets were $2,113 as compared to $40,573 during the corresponding period in 2020 and as compared to $33,180 during the corresponding period in 2019. |
| • | The Company’s total liabilities were $697,319 as compared to $1,337,235 during the corresponding period in 2020 and as compared $1,203,963 during the corresponding period in 2019. |
| • | The Company had a working capital deficiency of $695,206 as compared to a working capital deficiency of $1,336,664 during the corresponding period of 2020 and as compared to a working capital deficiency of $1,203,285 during the corresponding period in 2019. |
The Company is presently not a party to any legal proceedings whatsoever.
During the year ended December 31, 2017, the Company entered into debt settlement agreements with Jackpot Digital Inc. (“Jackpot”), and with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), companies related to 37 Capital by certain common directors. The Company issued 849,997 units of the Company to Jackpot at the price of $0.45 per unit in settlement of the Company’s outstanding debt for the total amount of $382,498.65 for shared office rent, office support services and miscellaneous office expenses provided by Jackpot to the Company from August 1, 2014 up to September 30, 2017. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.60 per share for a period of five years. In respect to the Company’s outstanding debt to Kalpakian Bros. for the total amount of $15,750, the Company issued 35,000 units of the Company at the price of $0.45 per unit in settlement of the Company’s outstanding debt owed to Kalpakian Bros. for unpaid management fees from May 1, 2016 up to July 30, 2016. Each unit consists of one common share and one share purchase warrant. Each warrant will be exercisable at a price of $0.60 per share for a period of five years. During September 2018, Jackpot sold 160,000 units of 37 Capital to Kape Family Holdings Inc. (formerly JAMCO Capital Partners Inc.) (“Kape”), an arm’s length party, and during the nine months ended September 30, 2019 Jackpot sold 680,000 common shares of 37 Capital through the facilities of the Canadian Securities Exchange (CSE). As at December 31, 2020 Jackpot owned 9,997 common shares in the capital of the Company representing approximately 0.69% of the Company’s issued and outstanding common shares. In addition, Jackpot owns 689,997 share purchase warrants of the Company exercisable at $0.60 per share until November 2, 2022. Pursuant to debt settlement agreements dated December 11, 2020 totaling the sum of $739,351.50 between the Company and certain creditors, including Jackpot and the Company’s President and CEO, on January 25, 2021 the Company issued 2,957,406 common shares of the Company at a deemed price of $0.25 per common share (the “Debt Settlement Shares of the Company”). On January 25, 2021, Jackpot acquired 597,380 Debt Settlement Shares of the Company and the Company’s President and CEO acquired a total of 615,395 Debt Settlement Shares of the Company. As of the date of this MD&A, Jackpot owns 607,377 commons shares of the Company representing 13.51% of the Company’s issued and outstanding common shares, and the Company’s President & CEO owns directly and indirectly 439,039 common shares of the Company representing 9.76% of the Company’s issued and outstanding common shares. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
| 73 |
Effective as of May 1, 2021, Fred A.C. Tejada resigned from the Board of Directors of the Company, and effective as of May 25, 2021, Bedo H. Kalpakian was appointed as a director of the Company.
At the Company’s Annual General Meeting, which was held on December 3, 2021, the Company’s shareholders passed all the resolutions presented including the re-election of Jake H. Kalpakian, Gregory T. McFarlane, Neil Spellman and Bedo H. Kalpakian 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.
During 2019 the Company had intended to issue up to 800,000 flow-through units of the Company at a price of $0.25 per unit for gross proceeds to the Company of $200,000 in order to use the proceeds of this financing towards mineral exploration work expenditures located in the Province of British Columbia. However, due to the Covid-19 pandemic the Company was able to raise only the amount of $20,000 for which the Company has issued 80,000 flow-through units of the Company. Each flow-through unit consists 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 $0.50 for a period of two years. All securities issued in connection with this financing were subject to a hold period which expired on May 16, 2021.
Mineral Properties
1. Extra High Claims
Previously the Company held a 33% interest in the Extra High Claims which are located in the Kamloops Mining Division of the Province of British Columbia (“Extra High Property”).
On October 31, 2019, as amended on November 4, 2019, the Company 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 for a cash consideration of $100,000 of which $25,000 was paid on the closing date of the Property Purchase Agreement and the balance i.e. $75,000 is payable after eighteen months (unpaid as of the date of this MD&A). Additionally, the Company is obligated to pay Colt 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 at the date of this MD&A, the Company owns a 100% undivided right, interest and title in and to the Extra High Property which covers an area of 650 hectares. The agreement can be terminated by the Company at anytime.
The Company withdrew from its PAC account with the Mineral Titles Office of the Province of British Columbia credits totaling $ 51,920.64 to extend the expiry date of the Extra High Property until December 25, 2021. Subsequently, the Company requested to extend the expiry date of the claims covering the Extra High Property which was accepted on December 1, 2021 by the Deputy Chief Gold Commissioner of the Government of British Columbia. As such, the expiry date of the Company’s Extra High mineral claims has been extended up to July 31, 2022.
| 74 |
The Extra High Property is subject to a 1.5% Net Smelter Returns Royalty (“NSR”) payable to a third party, 50% of which, or 0.75%, can be purchased by the Company at any time by paying $500,000.
During the year ended December 31, 2021, the Company recorded the impairment loss of $25,001 as the Company has decided not to conduct any further exploration works on the Extra High Property.
2. Ontario Mineral Leases (Lithium)
During the year ended December 31, 2008, the Company sold all of its Ontario Mineral Leases (Lithium). In the event that at a future date the Ontario Mineral Leases (Lithium) are placed into commercial production, then the Company is entitled to receive a 0.5% gross receipts royalty after six months from the date of commencement of commercial production from the Ontario Mineral Leases (Lithium).
3. Acacia Property
On September 30, 2019, the Company entered into a property option agreement (the “Option Agreement”) with Eagle Plains Resources ltd. (“Eagle Plains”) to acquire a 60% interest in the Acacia Property (“Acacia Property”) in Adams Plateau Area of the Province of British Columbia. The following was required to exercise the option:
| • | Issuance of 20,000 common shares (issued) to Eagle Plains upon receipt of the current Acacia Property NI 43-101 Technical Report; |
| • | Incur of a total of $100,000 in property related expenditures on or before the first anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $100,000 in property related expenditures on or before the second anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $300,000 in property related expenditures on or before the third anniversary of the Option Agreement; |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $750,000 in property related expenditures on or before the fourth anniversary of the Option Agreement; and |
| • | Issuance of 10,000 common shares to Eagle Plains and incur a total of $1,250,000 in property related expenditures on or before the fifth anniversary of the Option Agreement. |
Within a period of 30 days after each annual anniversary of the Option Agreement, the Company was required to decide whether or not it wishes to continue with the Option Agreement.
On October 15, 2020, the Company entered into an amendment agreement to the Option Agreement with Eagle Plains as the Company was not able to incur the required amount of $100,000 in property related expenditure during the 1st Anniversary. The following are the amendments which were required to exercise the option:
| • | Issuance of 20,000 common shares (issued) to Eagle Plans. |
| • | Commitment to incur $200,000 in property related expenditures during the 2nd period of the agreement. |
| 75 |
During November 2021, by mutual consent, the Company and Eagle Plains terminated the Option Agreement dated September 30, 2019 and the Amendment Agreement to the Option Agreement dated October 15, 2020. Accordingly, the Company recorded an impairment loss of $15,000.
Investment
In April 2013, the Company entered into a purchase and sale agreement with a Mexican gaming company, whereby the Company agreed to purchase a royalty revenue stream of an amount the greater of 10% of the net profits or 5% of the gross revenues of the Mexican land-based casino for a purchase price of $800,000. As at December 31, 2014, the Company assessed the fair value of the investment and recorded impairment of $799,999 on the investment due to nominal royalty payments received up to that date. On December 31, 2021, the Company received confirmation that the purchase and sale agreement with the Mexican gaming company has been terminated and is of no further effect. Accordingly, the Company recorded an impairment loss of $1.
Fourth Quarter (December 31, 2021)
During the three months [fourth quarter] period ended December 31, 2021:
| • | The Company had a comprehensive loss of $969,942 or $0.22 per share as compared to a comprehensive loss of $45,030 or $0.01 per share during the same three-month period (fourth period) ended December 31, 2020 and as compared to comprehensive loss of $46,782 or $ 0.01 per share during the same three-month period (fourth period) ended December 31, 2019. |
| • | The Company’s Operating costs were $969,942 as compared to $45,030 for the same period in 2020 and as compared to $46,782 for the same period in 2019 |
Summary of Quarterly Results
| For the Quarterly Periods ended: | December 31, 2021 | September 30, 2021 | June 30, 2021 | March 31, 2021 | ||||||||||||
| Total Revenues | 0 | 0 | 0 | 0 | ||||||||||||
| Net loss and comprehensive loss | (969,942 | ) | (24,056 | ) | (30,952 | ) | (19,913 | ) | ||||||||
| Loss per share | (0.22 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||||
| For the Quarterly Periods ended: | December 31, 2020 | September 30, 2020 | June 30, 2020 | March 31, 2020 | ||||||||||||
| Total Revenues | 0 | 0 | 0 | 0 | ||||||||||||
| Net loss and comprehensive loss | (45,030 | ) | (26,138 | ) | (40,236 | ) | (21,885 | ) | ||||||||
| Loss per share | (0.01 | ) | (0.02 | ) | (0.03 | ) | (0.02 | ) | ||||||||
| 76 |
The Company’s business is not of a seasonal nature.
Risks related to our Business
The Company, and the securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's securities:
- The Company does not anticipate to generate any revenue in the foreseeable future. In the event that the Company generates any revenues in the future, then the Company intends to retain its earnings in order to finance growth.
- There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.
- Governmental regulations, including those regulations governing the protection of the environment, taxes, labour standards, occupational health, waste disposal, mine safety and other matters, could have an adverse impact on the Company.
- Trading in the common shares of the Company may be halted or suspended or may be subject to cease trade orders at any time and for any reason, including, but not limited to, the failure by the Company to submit documents to the Regulatory Authorities within the required time periods.
- The exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid. The prices of metals have fluctuated widely, particularly in recent years as it is affected by numerous factors which are beyond the Company’s control including international, economic and political trends, expectations of inflation or deflation, currency exchange fluctuations, interest rate fluctuations, global or regional consumptive patterns, speculative activities and increased production due to new extraction methods. The effect of these factors on the price of metals, and therefore the economic viability of the Company’s interests in mineral exploration properties cannot be accurately predicted. Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct adverse impact on the Company’s ability to raise funds for its interest in the Extra High mineral exploration property. A drop in the availability of equity financings will likely impede spending on mineral properties which can affect the Company.
- The Company has outstanding debts, has working capital deficiency, has no revenues, has incurred operating losses, and has no assurances whatsoever that sufficient funding can be available for the Company to continue its operations uninterruptedly.
- In respect to the Company’s investment in the Mexican gaming company, there are no assurances whatsoever that in the future the Company can recover its investment, as a result the Company has written-off its investment in the Mexican gaming company.
- The market price of the Company’s common shares has experienced considerable volatility and may continue to fluctuate in the future. Furthermore, there is a limited trading market for the Company’s common shares and as such, the ability of investors to sell their shares cannot be assured.
- In March 2020, the World Health Organization declared a global pandemic related to the coronavirus known as COVID-19. The expected impacts on global commerce are anticipated to be far reaching. To date there have been significant wide-spread adverse financial impact globally, and the movement of people and goods has become restricted. As the Company has no material operating income or cash flows, it is reliant on additional financing to fund ongoing operations. An extended disruption may affect the Company’s ability to obtain additional financing. As such, the Company may not be able to raise the required funds and may not be able to conduct exploration works on its Extra High mineral property in a timely manner. The impact on the Company is not yet determinable; however, the Company’s financial position, results of operations and cash flows in future periods may be materially affected. In particular, there may be heightened risk of asset impairment and liquidity thus creating further going concern uncertainty.
| 77 |
Liquidity and Capital Resources
The Company has incurred operating losses over the past three fiscal years, has limited resources, and does not have any source of operating cash flow.
During 2022, the Company shall require at least $400,000 to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans. In the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly. While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Company’s intention to pursue these methods for future funding of the Company.
As at December 31, 2021:
| • | the Company’s total assets were $2,113 as compared to $40,573 for the year ended December 31, 2020 and as compared to $33,180 for the year ended December 31, 2019. |
| • | the Company’s total liabilities were $697,319 as compared to $ $1,337,235 for the period ended December 31, 2020 and as compared to $1,203,963 for the period ended December 31, 2019. |
| • | the Company had $1,611 in cash as compared to $9 in cash for the year ended December 31, 2020 and as compared to $38 in cash for the year ended December 31, 2019. |
| • | the Company had GST receivable in the amount of $502 as compared to $562 for the year ended December 31, 2020 and as compared to $640 for the year ended December 31, 2019. |
Shares for Debt Financing
Pursuant to debt settlement agreements dated December 11, 2020 totaling the amount of $739,351.50 between the Company and certain creditors, on January 25, 2021, the Company issued 2,957,406 common shares of the Company (the “Debt Settlement Shares of the Company”) at a price of $0.25 per common share in settlement of debts totaling the amount of $739,351.50 to certain creditors, including to a related party and a director and officer of the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021. The fair value of the 2,957,406 common shares was $1,626,573. As a result, the Company recorded a loss on debt settlement of $887,222.
Private Placement Financing
On January 15, 2021, the Company issued 80,000 flow-through units of the Company. Each flow-through unit consists 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 $0.50 for a period of two years. All securities issued in connection with this financing were subject to a hold period which expired on May 16, 2021.
| 78 |
Loan Payable
The Company had borrowed the sum of $103,924 from an arm’s length party to pay certain amounts that were owed by the Company to some of its creditors. The borrowed amount of $103,924 was non-interest bearing, unsecured and was payable on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 415,697 common shares of the Company with a fair value of $0.55 per shares in full settlement of the debt (the “Debt Settlement Shares of the Company”). The Company recognized a loss of $124,709. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
During May 2021, an arm’s length party has lent the Issuer the amount of $50,000. As of December 31, 2021, the loan is outstanding and has accrued interest in the amount of $2,973.
Refundable Subscription
During the twelve months ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement financing totaling $45,000 and the Company refunded $35,000. As of December 31, 2020, the remaining $10,000 was still owing and was due on demand. Pursuant to a debt settlement agreement dated December 11, 2020 with the Company and the arm’s length party, on January 25, 2021 the Company issued a total of 40,000 common shares of the Company with a fair value of $0.55 per share in full settlement of the $10,000 refundable subscription (the “Debt Settlement Shares of the Company”). A loss of $12,000 was recognized by the Company. The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
Convertible Debentures Financing 2015
On January 6, 2015, the Company closed a convertible debenture financing with two directors of the Company for the amount of $250,000. The convertible debentures matured on January 6, 2016, and bear interest at the rate of 12% per annum payable on a quarterly basis. The convertible debentures are convertible into common shares of the Company at a conversion price of $0.30 per share. The liability component of the convertible debentures was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 25%. On the initial recognition of the convertible debentures, the amount of $222,006 was recorded under convertible debentures and the amount of $27,994 has been recorded under the equity portion of convertible debenture reserve.
On October 29, 2021 the Company entered into an Addendum to the convertible debentures whereby the maturity date of the principal amount totaling $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely.
At December 31, 2021, the Company recorded interest expense of $30,000 (2020 - $30,000). As of December 31, 2021, $250,000 of the convertible debentures are outstanding plus the accrued interest of $209,589 (2020 - $179,589).
| 79 |
Convertible Debentures Financing 2013
During the year ended December 31, 2013, the Company issued several convertible debentures for a total amount of $975,000 to several arm’s length parties. The convertible debentures have a maturity date of 18 months from the date of closing, and bore interest at the rate of 15% per annum payable on a quarterly basis. The liability component of the convertible debenture was recognized initially at the fair value of a similar liability with no equity conversion option, which was calculated based on the application of a market interest rate of 20%. The difference between the $975,000 face value of the debentures and the fair value of the liability component was recognized in equity. On the initial recognition of the convertible debentures, the amount of $913,072 has been recorded under convertible debentures and the amount of $61,928 has been recorded under the equity portion of convertible debentures.
During the year ended December 31 2021, the Company recorded interest expense of $nil (2020 - $15,000). Pursuant to debt settlement agreements dated December 11, 2020 in respect to the convertible debentures 2013, on January 25, 2021 the Company issued an aggregate of 833,409 common shares of the Company with a fair value of $0.55 per share in settlement of the outstanding convertible debentures 2013 totaling $100,000 plus accrued interest. The Company recognized a loss of $250,023. The common shares issued were subject to a hold period which expired on May 26, 2021.
Warrants
As at December 31, 2021, a total of 944,997 warrants with exercise prices ranging from $0.50 to $0.60 per warrant share were outstanding.
While there are no assurances whatsoever that any warrants may be exercised, however if any warrants are exercised in the future, then any funds received by the Company from the exercising of warrants shall be used for general working capital purposes.
Stock Options
As at December 31, 2021, there were no outstanding stock options (December 31, 2020 – Nil).
As of the date of this MD&A there are no outstanding stock options.
Significant Accounting Policies
The Annual Audited Financial Statements for the year ended December 31, 2021 have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”).
The Significant Accounting Policies are detailed in Note 4 of the Company’s Annual Audited Financial Statements for the year ended December 31, 2021.
Effective January 1, 2019, the Company adopted IFRS 16 which supersedes IAS 17 Leases (“IAS 17”). The Company has applied the new standard using the modified retrospective approach with no restatement of comparative periods. There were no adjustments to retained earnings as a result of adoption. The Company has elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its previous assessment made under IAS 17 and IFRIC 4 Determining whether an arrangement contains a lease. The definition of a lease under IFRS 16 was applied only to contracts entered into or modified on or after January 1, 2019.
| 80 |
On transition to IFRS 16, the Company did not recognize any lease assets or liabilities as its operating leases had a remaining term of less than 12 months from the date of initial application.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements.
Trends
During the last several years commodity prices have fluctuated significantly, and should this trend continue or should commodity prices remain at current levels, then companies such as 37 Capital will have difficulty in raising funds and/or acquiring mineral properties of merit at reasonable prices.
Related Party Transactions
The Company shares office space and certain employees with Jackpot, a company related by certain common key management personnel.
During April 2017, the Company together with Jackpot, a related company with common directors, entered into an office lease agreement with an arm’s length party (the “Office Lease Agreement”). The Office Lease Agreement had a three-year term with a commencement date of August 1, 2017. The Company’s share of the office basic rent and operating costs was $28,800 plus applicable taxes per annum. In respect to the Office Lease Agreement, effective as of May 1, 2018, Jackpot and the Company entered into an amending agreement whereby the Company shall have no further responsibilities, obligations or commitments in respect to the Office Lease Agreement. Under the amending agreement, the Company is required to pay a monthly rent of $1,000 plus applicable taxes to Jackpot, and either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.
The amounts due to related parties are unsecured, payable on demand which consist of the following:
| December 31, 2021 | December 31, 2020 | |||||||
| Advances from directors (interest at prime plus 1%) | $ | — | $ | 153,291 | ||||
| Entities controlled by directors (non-interest-bearing) | 34,756 | 155,645 | ||||||
| $ | 34,756 | $ | 308,936 | |||||
Included in convertible debentures and accrued interest is $459,589 (2020 - $429,589) owing to the Chief Executive Officer and to a director of the Company.
During the years ended December 31, the following amounts were charged by related parties.
| 2021 | 2020 | 2019 | ||||||||||
| Interest charged on amounts due to related parties | $ | 275 | $ | 4,733 | $ | 5,452 | ||||||
| Interest on convertible debentures | 30,000 | 30,000 | 30,000 | |||||||||
| Rent charged by entities with common directors | 12,000 | 12,000 | 12,000 | |||||||||
| Office expenses charged by, and other expenses paid on behalf of the Company by a company with common directors | 13,901 | 12,000 | 28,784 | |||||||||
| $ | 56,176 | $ | 58,733 | $ | 76,236 | |||||||
| 81 |
The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, have entered into an office lease agreement, and an office support services agreement.
Pursuant to Debt Settlement Agreements dated December 11, 2020 with Jackpot, Jake Kalpakian, Kalpakian Bros. and 30 Rock Management Inc. (“30 Rock”), a private company controlled by Jake Kalpakian, during January 2021 the Company issued 597,380 common shares of the Company to Jackpot; 83,979 common shares to Jake Kalpakian; 301,652 common shares to Kalpakian Bros. and 229,764 common shares of the Company to 30 Rock (collectively the “Debt Settlement Shares of the Company”). The Debt Settlement Shares of the Company were subject to a hold period which expired on May 26, 2021.
On January 6, 2015, the Company closed convertible debentures financing with two directors of the Company for the Principal amount of $250,000. The convertible debentures have a maturity date of twelve months from the date of closing, and bear interest at the rate of 12% per annum payable on a quarterly basis. The Principal amount of $250,000 together with the accrued interest of the convertible debentures became due and payable on January 6, 2016 (the “Due Date”). However, on the Due Date the Company was unable to repay the Principal amount and the accrued interest to the two directors. On October 29, 2021 the Company entered into an Addendum to the Convertible Debentures whereby the maturity date of the principal amount of $250,000 of the convertible debentures together with the accrued interest has been extended indefinitely.
Effective as of May 1, 2018 the Company entered into a new agreement for office support services with Jackpot for a term of one year. Under the agreement, the Company was entitled to receive office support services from Jackpot at a monthly rate of $1,000 plus applicable taxes. The agreement expired on April 30, 2019. On May 1, 2019, the Company and Jackpot renewed the office support services agreement, and as of the date of this MD&A, the agreement has been further renewed for a period of four months which expires on August 31, 2022. Either Jackpot or the Company may terminate this agreement by giving each other a three months’ notice in writing.
Jackpot is related to the Company by virtue of the fact that Jackpot has certain directors and officers who are also directors and officers of the Company.
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
(a) Risk management overview
The Company's activities expose it to a variety of financial risks including credit risk, liquidity risk and market risk. This note presents information about the Company's exposure to each of the above risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. The Company employs risk management strategies and policies to ensure that any exposure to risk is in compliance with the Company's business objectives and risk tolerance levels. While the Board of Directors has the overall responsibility for the Company's risk management framework, the Company's management has the responsibility to administer and monitor these risks.
| 82 |
(b) Fair value of financial instruments
The fair values of cash, accounts payable and accrued liabilities, due to related parties, refundable subscription, loan payable and convertible debentures approximate their carrying values due to the short-term maturity of these instruments.
IFRS establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
(c) Credit risk
(c) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The financial instruments that potentially subject the Company to a significant concentration of credit risk consist of cash. The Company mitigates its exposure to credit loss associated with cash by placing its cash with a major financial institution.
(d) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when due.
At December 31, 2021, the Company had cash of $1,611 (2020 - $9) available to apply against short-term business requirements and current liabilities of $697,319 (2020 - $1,337,235). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand. As of December 31, 2021, two convertible debentures together with the accrued interest are outstanding , and the loan payable in the amount of $50,000 plus accrued interest in the amount of $2,973 are due. Liquidity risk is assessed as high.
(e) Market risk
Market risk is the risk that changes in market prices, such as interest rates and foreign exchange rates, will affect the Company's net earnings or the value of financial instruments. As at December 31, 2021, the Company is not exposed to significant interest rate risk, currency risk or other price risk on its financial assets and liabilities due to the short-term maturity of its financial liabilities and fixed interest rate on the convertible debentures.
Analysis of expenses
For a breakdown of general and administrative expenditures, please refer to the Statements of Comprehensive Loss in the Company’s Annual Audited Financial Statements for the years ended December 31, 2021 and 2020.
| 83 |
Capital Stock
Authorized share capital:
Unlimited number of common shares without nominal or par value
Unlimited number of preferred shares without nominal or par value
| Outstanding Share Data | No. of Common Shares | No. of Preferred Shares | Exercise Price per Share | Expiry Date |
| Issued and Outstanding as at May 4, 2022 | 4,495,947 | Nil | N/A | N/A |
| Warrants as at May 4, 2022 | 864,997 80,000 |
Nil | Cdn $0.60 Cdn $0.50 |
November 2, 2022 January 15, 2023 |
| Fully Diluted as at May 4, 2022 | 5,440,944 | Nil |
Director Approval
The contents of this MD&A and the sending thereof to the Shareholders of the Company have been approved by the Company’s Board of Directors.
Outlook
Management’s efforts are directed towards pursuing opportunities of merit for the Company, and Management is hopeful that, in due course, the Company shall be able to acquire an opportunity of merit. However, there are no assurances whatsoever that Management’s efforts shall succeed.
| 84 |
SIGNATURE PAGE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F (2021) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
37 CAPITAL INC.
“Jacob H. Kalpakian”
Jacob H. Kalpakian
President & Chief Executive
Dated this 16th day of May, 2022.
| 85 |