37 CAPITAL INC company history: the story so far

History

37 Capital spun off two shell companies in 2016, then stayed a small British Columbia explorer funded by tiny share sales and debt-for-share swaps.

2015-2016: The spin-off

In April 2015 37 Capital agreed with two wholly-owned private subsidiaries, 27 Red Capital Inc. and 4 Touchdowns Capital Inc., to spin them out to shareholders under a court-approved plan of arrangement. Shareholders would keep their 37 Capital shares and also receive all of each new company, each meant to acquire a business afterwards. A shareholder vote was set for June 4, 2015.

The plan reached its final stage in February 2016, with a record date of February 9 and an expected effective date of about February 12. Shareholders were due 2,067,724 shares of each new company, and 37 Capital paid each $20,677.24 plus a promissory note of the same amount as part of the share redemptions.

2017-2019: Fundraising and an inactive listing

Shares on issue rose from 6,492,709 at the end of 2017 to 7,092,709 a year later. In February 2018 the company proposed a private placement of up to 5,000,000 units at $0.15, aiming for up to $750,000 to pay existing liabilities and fund working capital. It was only a proposal.

In July 2019 CEO Jake Kalpakian bought 700,000 shares at $0.05, taking him to about 37%. The company also offered its partner Colt Resources a rise from 33% to 80% of the Extra High Property, a 650-hectare British Columbia project; Colt's response was awaited. The Canadian Securities Exchange had deemed the company inactive, and a share consolidation and name change were expected.

2020-2024: Small raisings

The record is quiet for 2020. In January 2021 the company sold 400,000 flow-through units (shares carrying tax benefits tied to exploration spending) for $20,000, far short of the $200,000 it sought, blaming Covid-19. It also settled debts with shares at $0.05, issuing 14,787,030 of up to 23,328,810 authorised. Jackpot Digital Inc. then held about 13.51% and Kalpakian about 14.19%, so existing holders were diluted.

The record for 2021 and 2022 is thin. Shares on issue were 5,745,947 at the end of 2022, then 13,745,947 in 2023 and 15,205,947 in 2024. The latest filings, to November 2024, show a proposed placement of up to 2,000,000 units at $0.10. Whether it closed was not reported.

Written from the 5 story beats below (2015 to 10 Feb 2021), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

20217.1m shares · US$513k market cap

10 Feb
On January 15, 2021 the company issued 400,000 flow-through units (raising $20,000) instead of the up to 4,000,000 units and $200,000 it had intended; the filing attributes the shortfall to Covid-19. Each unit has a share and a two-year warrant at $0.10, and the money is for British Columbia mineral exploration in fiscal 2021. It also agreed to settle debts with shares at a deemed $0.05, up to 23,328,810 shares, and on January 25, 2021 issued 14,787,030 of them to creditors including a related party and a director/officer. Jackpot Digital Inc. now holds 3,036,885 shares (~13.51%) and CEO Jake Kalpakian 3,190,195 shares (~14.19%), so existing holders are diluted. The debt was cleared by issuing shares, not cash.
capital raising announcement
7.1m shUS$513k

20197.1m shares

31 July
On July 11, 2019 President and CEO Jake Kalpakian, through a private company, bought 700,000 shares at $0.05, taking him to 2,616,220 shares, about 37% of the company. A July 2 update said the company offered Colt Resources, its joint venture partner, to raise its 33% interest in the Extra High Property (British Columbia, 650 hectares) to 80%, awaiting Colt's response. It also said the CSE deemed the company inactive (symbol now JJJ.X) and a share consolidation and name change were expected shortly.
business combination
7.1m sh

20186.5m shares · US$1.1m market cap

12 Feb
37 Capital announced a planned non-brokered private placement of up to 5,000,000 units at $0.15 each, for up to $750,000. Each unit has one share and one warrant to buy another share at $0.20 for 5 years; proceeds are to pay existing liabilities and for general working capital. Insiders may take part and finder's fees may be payable. This is a proposal, not a completed raise.
capital raising announcement
6.5m shUS$1.1m

2016

4 Feb
This continues the 2015 spin-off plan: the record date is set for February 9, 2016 and the arrangement is expected to take effect on or about February 12, 2016. Shareholders of record will receive shares of 27 Red Capital (Spinco1) and 4 Touchdowns Capital (Spinco2), 2,067,724 of each in total, and the company's shares trade without the right to them from February 5, 2016. The company pays $20,677.24 plus a $20,677.24 promissory note to each Spinco as part of the share redemptions.
business combination

2015

5 May
37 Capital signed an agreement on April 30, 2015 with two wholly-owned private subsidiaries, 27 Red Capital Inc. and 4 Touchdowns Capital Inc., to spin them out to shareholders under a plan of arrangement. Shareholders would keep their 37 Capital shares and also receive 100% of each new company, each intended to acquire a business after completion; a shareholder vote is set for June 4, 2015, and court approval is also needed.
business combination