37 CAPITAL INC 6-K, filed Jan 2, 2025
37 CAPITAL INC (HHHEF)
About this 6-K
37 CAPITAL INC filed this 6-K on January 2, 2025.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report Of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2024
Commission File No. 000-16353
37 CAPITAL INC.
(Translation of registrant's name into English)
Suite 575, 510 Burrard Street, Vancouver, BC, Canada V6C 3A8
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
| 1 |
SUBMITTED HEREWITH
| Exhibit | 99.1 News Release dated December 5, 2024 |
| Exhibit | 99.2 News Release dated December 10, 2024 |
| Exhibit | 99.3 News Release dated December 10, 2024 |
| Exhibit | 99.4 News Release dated December 12, 2024 |
| Exhibit | 99.5 Material Change Report dated December 13, 2024 |
| Exhibit | 99.66 News Release dated December 20, 2024 |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
37
Capital Inc.
“Jake H. Kalpakian”
____________________
Jake H. Kalpakian
President
December 31, 2024
| 3 |
37 CAPITAL GRANTS OPTIONS
Vancouver, British Columbia. Thursday, December 5, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) (CSE: JJJ) (OTC Pink: HHHEF). The Company has granted 400,000 incentive stock options (“Options”) to an insider exercisable at the price of $0.10 per common share for a period of three (3) years. These Options have been reserved for issuance pursuant to the Company’s 20% Rolling Stock Option Plan, subject to vesting period. Any shares issued pursuant to the exercise of the Options will be subject to a hold period expiring on April 6, 2025.
For more information on the Company, please contact us at (604) 681-0204. In addition, please visit the Company’s website at www.37capitalinc.com or the Canadian Securities Exchange’s website at http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board 37 Capital Inc.,
“Jake H. Kalpakian”
___________________
Jake H. Kalpakian
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
________________________________________________________________________________________________________________
37 Capital Inc. Suite
575, 510 Burrard Street.
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com
37 CAPITAL ANNOUNCES THE AGM RESULTS
Vancouver, British Columbia. December 10, 2024 - 37 Capital Inc. (the “Company” or “37 Capital”) (CSE: JJJ) (OTC Pink: HHHEF). At the Company’s Annual General Meeting of its Shareholders which was held today in Vancouver, BC, the Shareholders received the Audited Financial Statements for the year ended December 31, 2023 and the Auditor’s Report thereon; fixed the number of Directors for the ensuing year at four; elected Hagop Jack (Jake) Kalpakian, Gregory T. McFarlane, Neil Spellman and Mathieu McDonald as Directors of the Company; re-appointed the Company’s Auditor, Dale Matheson Carr-Hilton Labonte LLP, Chartered Professional Accountants, for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor; and re-approved the Company’s Stock Option Plan.
For more information on the Company, please contact us at (604) 681-0204. In addition, please visit the Company’s website at www.37capitalinc.com or the Canadian Securities Exchange’s website at http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board 37 Capital Inc.,
“Jake H. Kalpakian”
___________________
Jake H. Kalpakian,
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
________________________________________________________________________________________________________________
37 Capital Inc. Suite
575, 510 Burrard Street.
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com
NEWS RELEASE
Symbols: JJJ - CSE
HHHEF – OTC Pink
37 Capital announces Second Tranche Closing of Non-Brokered Private Placement
Vancouver, British Columbia. December 10, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) announces that further to its news releases dated October 1, 2024, November 4 & 20, 2024, the Company has closed the second tranche of the private placement for gross proceeds of $52,000 and issued 520,000 units of the Company at $0.10 per unit. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.15 per common share for a period of three (3) years. All securities issued in connection with the private placement include a hold period in accordance with applicable securities laws. The proceeds from this closing shall be utilized for general working capital purposes.
An Insider acquired 520,000 units in the capital of the Company. The issuance of units to the Insider is considered to be a related party transaction subject to Multilateral Instrument 61-101. 37 Capital is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(c) and 5.7(1)(b) of Multilateral Instrument 61-101.
For more information on the Company, you may contact us at (604) 681-0204, or visit the Company’s website at www.37capitalinc.com, or the CSE’s website by using the following direct link: http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board of 37 Capital Inc.,
“Jake H. Kalpakian”
____________________
Jake H. Kalpakian,
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
Certain statements contained herein are “forward-looking”. Forward-looking statements may include, among others, statements regarding future plans, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as “may”, “would”, “could”, “will”, “likely”, “enable”, “feel”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “objective”, “believe”, “expect”, “propose”, “anticipate”, “intend”, “plan”, “plans” “estimate”, and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of 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 as the plans, assumptions, intentions or expectations upon which they are based might not occur.
________________________________________________________________________________________________________________
37 Capital Inc. Suite
575, 510 Burrard Street.
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com
NEWS RELEASE
Symbols: JJJ - CSE
HHHEF – OTC Pink
Early Warning Report
VANCOUVER, BRITISH COLUMBIA. December 12, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) announces that further to the Company’s news release dated December 10, 2024 in connection with the Private Placement Financing, Mr. Rob Fia has acquired 520,000 common shares of 37 Capital at the price of $0.10 per unit totalling $52,000. Mr. Fia now has ownership and control of 4,650,000 common shares representing approximately 31% of the issued and outstanding common shares of 37 Capital, and 4,610,000 warrants representing approximately 43% of the issued and outstanding warrants of 37 Capital, as at December 10, 2024.
Mr. Rob Fia may acquire additional common shares of, or dispose his holdings of common shares of, 37 Capital through the market, privately or otherwise, as circumstances or market conditions warrant.
A copy of the Early Warning Report for Mr. Rob Fia has been filed with the applicable securities regulators regarding the transaction and is available on Sedar+ (www.sedarplus.ca). A copy of the Early Warning Report further information may also be obtained by contacting 37 Capital and Mr. Rob Fia at rob@cityviewgreen.ca.
For more information on the Company, please contact us at (604) 681-0204. In addition, please visit the Company’s website at www.37capitalinc.com or the CSE’s website at the following direct link http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board,
37 CAPITAL INC.
“Jake H. Kalpakian”
____________________
Jake H. Kalpakian,
President
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
________________________________________________________________________________________________________________
37 Capital Inc. Suite
575, 510 Burrard Street.
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com
51-102F3
Material Change Report
| Item 1. | Name and Address of Company |
37
Capital Inc. (the “Company”)
Suite 575 – 510 Burrard Street
Vancouver, BC V6C 3A8
| Item 2. | Date of Material Change |
December 5 & 10, 2024
| Item 3. | News Release |
The news releases of the Company dated December 5 and 13, 2024 were disseminated through Stockwatch and Bay Street News (Market News Publishing) and was filed on www.sedarplus.ca.
| Item 4. | Summary of Material Changes |
The Company has granted an Insider 400,000 incentive stock option exercisable at $0.10 per share for a period of three years.
In connection with the non-brokered private placement which the Company announced on October 1, 2024, the Company closed the second tranche for gross proceeds of $52,000 and issued 520,000 units of the Company. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.15 per common share for a period of 3 years. All securities issued in connection with this financing include a hold period in accordance with applicable securities laws.
| Item 5. | Full Description of Material Change |
Please see the News Releases of the Company dated December 4 & 13, 2024, attached hereto as Schedules “A” & ”B”.
| Item 6. | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
Not Applicable
| Item 7. | Omitted Information |
None
| Item 8. | Executive Officer |
Mr. Jake H. Kalpakian, President, (604) 681-0204 ext. 6105
| Item 9. | Date of Report |
December 13, 2024
| 2 |
Schedule “A”
37 CAPITAL GRANTS OPTIONS
Vancouver, British Columbia. Thursday, December 5, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) (CSE: JJJ) (OTC Pink: HHHEF). The Company has granted 400,000 incentive stock options (“Options”) to an insider exercisable at the price of $0.10 per common share for a period of three (3) years. These Options have been reserved for issuance pursuant to the Company’s 20% Rolling Stock Option Plan, subject to vesting period. Any shares issued pursuant to the exercise of the Options will be subject to a hold period expiring on April 6, 2025.
For more information on the Company, please contact us at (604) 681-0204. In addition, please visit the Company’s website at www.37capitalinc.com or the Canadian Securities Exchange’s website at http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board 37 Capital Inc.,
“Jake H. Kalpakian”
___________________
Jake H. Kalpakian,
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
| 3 |
Schedule “B”
37 CAPITAL GRANTS OPTIONS
Symbols: JJJ - CSE
HHHEF – OTC Pink
37 Capital announces Second Tranche Closing of Non-Brokered Private Placement
Vancouver, British Columbia. December 10, 2024. 37 Capital Inc. (the “Company” or “37 Capital”) announces that further to its news releases dated October 1, 2024, November 4 & 20, 2024, the Company has closed the second tranche of the private placement for gross proceeds of $52,000 and issued 520,000 units of the Company at $0.10 per unit. Each unit consists of one common share in the capital of the Company and one share purchase warrant to purchase an additional common share in the capital of the Company at the price of $0.15 per common share for a period of three (3) years. All securities issued in connection with the private placement include a hold period in accordance with applicable securities laws. The proceeds from this closing shall be utilized for general working capital purposes.
An Insider acquired 520,000 units in the capital of the Company. The issuance of units to the Insider is considered to be a related party transaction subject to Multilateral Instrument 61-101. 37 Capital is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under section 5.5(c) and 5.7(1)(b) of Multilateral Instrument 61-101.
For more information on the Company, you may contact us at (604) 681-0204, or visit the Company's website at www.37capitalinc.com, or the CSE's website by using the following direct link: http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board of 37 Capital Inc.,
“Jake H. Kalpakian”
____________________
Jake H. Kalpakian,
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
Certain statements contained herein are “forward-looking”. Forward-looking statements may include, among others, statements regarding future plans, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as “may”, “would”, “could”, “will”, “likely”, “enable”, “feel”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “objective”, “believe”, “expect”, “propose”, “anticipate”, “intend”, “plan”, “plans” “estimate”, and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of 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 as the plans, assumptions, intentions or expectations upon which they are based might not occur.
| 4 |
NEWS RELEASE
Symbols: JJJ - CSE
HHHEF – OTC Pink
37 CAPITAL ANNOUNCES CONVERTIBLE DEBENTURE FINANCING
Vancouver, British Columbia. December 20, 2024 – 37 Capital Inc. (the “Company” or “37 Capital”) announces that it intends to conduct a convertible debenture financing to raise gross proceeds of up to $200,000 (the “Debenture Financing”). The Debenture Financing will pay interest at the rate of 10% per annum and will mature twenty-four (24) months from the date of issuance (the "Maturity Date"). The Debenture Financing shall be convertible up to 2,857,143 units of the Company at the conversion price of $0.07 per unit. Each unit shall be convertible into one common share and one share purchase warrant exercisable to purchase one common share at the price of $0.15 per common share for a period of two (2) years.
The proceeds from the Debenture Financing will be utilized towards general working capital and to pay an outstanding debt to a creditor.
The securities that may be issued in connection with the Debenture Financing shall include a hold period in accordance with applicable securities laws. There may be insider participation and there may be finder’s fees payable with respect to the Debenture Financing.
For more information on the Company, you may contact us at (604) 681-0204, or visit the Company's website at www.37capitalinc.com, or the CSE's website by using the following direct link: http://thecse.com/en/listings/mining/37-capital-inc.
On Behalf of the Board of 37 Capital Inc.,
“Jake H. Kalpakian”
____________________
Jake H. Kalpakian,
President and CEO
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.
Trading in the securities of the Company should be considered speculative.
Certain statements contained herein are “forward-looking”. Forward-looking statements may include, among others, statements regarding future plans, projected or proposed financings, costs, objectives, economic or technical performance, or the assumptions underlying any of the foregoing. In this News Release, words such as “may”, “would”, “could”, “will”, “likely”, “enable”, “feel”, “seek”, “project”, “predict”, “potential”, “should”, “might”, “objective”, “believe”, “expect”, “propose”, “anticipate”, “intend”, “plan”, “plans” “estimate”, and similar words are used to identify forward-looking statements. Forward-looking statements are subject to a variety of 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 as the plans, assumptions, intentions or expectations upon which they are based might not occur.
________________________________________________________________________________________________________________
37 Capital Inc. Suite
575, 510 Burrard Street.
Vancouver, BC V6C 3A8
Tel: (604) 681-0204 Fax: (604) 681-9428
www.37capitalinc.com email: info@37capitalinc.com