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 June 2015
Commission File No. 000-16353
37 CAPITAL INC.
(Translation of registrant's name into English)
Suite 300, 570 Granville Street, Vancouver, BC, Canada V6C 3P1
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
SUBMITTED HEREWITH
| 99.1 | June 15, 2015 news release |
| 99.2 | Final Order |
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. | ||
| “Bedo H. Kalpakian” | ||
Bedo H. Kalpakian | ||
| President | ||
| June 15, 2015 |
37 Capital Inc. Announces AGM Results
June 15, 2015 – Vancouver, British Columbia – 37 Capital Inc. (the “Company” or “37 Cap”) (CSE: JJJ) (OTCQB: HHHEF) is pleased to announce that the Company’s shareholders passed all resolutions presented at the Company’s annual and special meeting held on June 4, 2015, 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 Capital Inc. (“Spinco1”) and 4 Touchdowns Capital Inc. (“Spinco2”). The Company is also pleased to announce that it received final court approval for the plan of arrangement on June 12, 2015.
As announced in the Company’s news release on May 4, 2015, the Company entered into an arrangement agreement (the “Arrangement Agreement”) with Spinco1 and Spinco2, each a private British Columbia company and wholly-owned subsidiary of the Company. Pursuant to the Arrangement Agreement, the Company has agreed to transfer cash and a promissory note in consideration for the issuance of common shares of the Company on a one-for-one and pro-rata basis to each of Spinco1 and Spinco2 and to distribute these common shares to the Company’s shareholders pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). A copy of the Arrangement Agreement is publicly available on SEDAR.
For more information on the Company, please contact us at (604) 681-1519. In addition, please visit the Company’s website at www.37capitalinc.com or the Canadian Securities Exchange’s website at www.cnsx.ca.
On
Behalf of the Board,
37 Capital Inc.
“Bedo H. Kalpakian”
Bedo H. Kalpakian
President
Cautionary Note Regarding Forward-Looking Information
This press release contains projections and forward-looking information that involve various risks and uncertainties regarding future events. Such forward-looking information can include without limitation statements based on current expectations involving a number of risks and uncertainties and are not guarantees of future performance of 37 Cap such as the statement that: (i) the Plan of Arrangement may be effected; and (ii) shareholders may receive 100% of the shares of each Spinco1 and Spinco2. There are numerous risks and uncertainties that could cause actual results and 37 Cap’s plans and objectives to differ materially from those expressed in the forward-looking information. Actual results and future events could differ materially from those anticipated in such information. These and all subsequent written and oral forward-looking information are based on estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Except as required by law, 37 Cap assumes no obligation to update forward-looking information should circumstances or management’s estimates or opinions change.
Form 35 (Rules 8-4(1), 13-1(3) and 17-1(2))
No. S-153673
Vancouver Registry
“SUPREME COURT OF BRITISH COLUMBIA”
VANCOUVER REGISTRY
JUNE 12 2015
ENTERED”
IN THE SUPREME COURT OF BRITISH COLUMBIA
IN THE MATTER OF SECTIONS 288 TO 299
OF THE BUSINESS CORPORATIONS ACT,
S.B.C. 2002, CHAPTER 57, AS AMENDED
- and -
IN THE MATTER OF A PROPOSED ARRANGEMENT
AMONG 37 CAPITAL INC.,
27 RED CAPITAL INC., 4 TOUCHDOWNS CAPITAL INC.,
and the SHAREHOLDERS of 37 CAPITAL INC.
37 CAPITAL INC.
Petitioner
ORDER MADE AFTER APPLICATION
BEFORE |
) ) ) |
THE HONOURABLE JUSTICE McEWAN |
) ) ) |
12/Jun/2015 |
ON THE APPLICATION of the Petitioner, 37 Capital Inc., coming on for hearing at 800 Smithe Street, Vancouver, British Columbia on 12/Jun/2015 and on hearing Jennifer R. Loeb, counsel for the Petitioner, for a final order pursuant to Section 291 of the Business Corporations Act (“BCBCA”), and upon reading the materials and pleadings filed herein, and upon being advised that it is the intention of the Petitioner to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the “1933 Act”), and that the declaration of the fairness, and the approval, of the Arrangement contemplated in the Plan of Arrangement by this Honourable Court will serve as a basis for an exemption from the registration requirement set out in the 1933 Act for the distributions and exchange of securities contemplated in connection with the Arrangement, specifically regarding the exchange of 37 Cap Common Shares for 37 Cap New Common Shares, Class 1 Reorganization Shares, Class 2 Reorganization Shares, Spinco1 Common Shares and Spinco2 Common Shares, pursuant to the Plan of Arrangement;
THIS COURT ORDERS that:
1. Pursuant to the provisions of Section 291(4)(c) of the BCBCA, the Arrangement, as described in the Plan of Arrangement annexed to this Order Made After Application as Schedule “A”, including the terms and conditions thereof, and the exchange of securities contemplated therein, is an arrangement, and DECLARES that the Plan of Arrangement is substantively and procedurally fair and reasonable to the security holders of the Petitioner.
2. The Arrangement, as described in the Plan of Arrangement annexed to this Final Order Made After Application as Schedule “A”, shall be and is hereby approved pursuant to the provisions of Section 291(4)(a) of the BCBCA.
3. The Petitioner shall be entitled, at any time, to seek leave to vary this Final Order Made After Application, to seek advice and direction of this Honourable Court as to the implementation of this Order Made After Application or to apply for such further order or orders as may be appropriate.
THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:
| “Jennifer Loeb” | |
| Signature of Lawyer for the Petitioner, | |
| 37 Capital Inc. | |
| Lawyer: Jennifer R. Loeb | |
| BY THE COURT | |
| “Registrar’s signature” | |
| Registrar – As to Form |