20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 20-F/A

(Amendment No. 1) 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to _____________

OR 

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: _______ 

Commission file number 016353 

37 CAPITAL INC.

(Exact name of Registrant as specified in its charter) 

British Columbia, Canada

(Jurisdiction of Incorporation or organization) 

Suite 400, 570 Granville Street, Vancouver, British Columbia, Canada V6C 3P1

(Address of principal executive offices)

Securities to be registered pursuant to Section 12(b) of the Act:  

None 

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 reporting obligation pursuant to Section 15(d) of the Act: None

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: 6,492,709 common shares as of December 31, 2017. 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 ☐  No ☒

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☐  No ☒

Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

1

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.

Yes ☒  No ☐

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 ☐ Non-accelerated filer ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐ International Financial Reporting Standards as issued By the International Accounting Standards Board ☒ 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.)

Yes ☐  No ☒

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).

Yes ☐  No ☒

2

Explanatory Note 

This Amendment No. 1 to the Annual Report on Form 20-F of 37 Capital Inc. amends 37 Capital’s Annual Report on Form 20-F for the year ended December 31, 2017 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on May 11, 2018. 37 Capital is filing this Amendment No. 1 solely to furnish the Interactive Data File disclosed as Exhibit 101 in accordance with Rule 405 of Regulation S-T, which was not included in the Original 20-F.

Exhibit 101 includes information in eXtensible Business Reporting Language (XBRL).

Except as described above, this Amendment No. 1 does not amend any information set forth in the Original 20-F, and 37 Capital has not updated disclosures included therein to reflect any events that occurred subsequent to May 11, 2018.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.

3

ITEM 19. LIST OF EXHIBITS

3.1** Certificate of Incorporation and Memorandum and Articles (Incorporated by reference – Previously filed on Registration Statement on Form 20-F, May 1988)

3.2** New Articles (Incorporated by reference) –Static Copy of British Columbia Business Corporations Act (BCBCA). Previously filed on Form 20-F 2004 (SEC Accession No. 0000945234-05-000483) http://www.sec.gov/Archives/edgar/data/825171/000094523405000483/o17223exv3w2.htm

3.** Amendment to the Articles for the implementation of Advance Notice Provisions. SEC Accession No. 0001607062-15-000191 http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3.htm

3.4** Certificate of Name Change to Kokomo Enterprises Inc. SEC Accession No. 0001137171-09-000478 http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex0304.htm

3.5** Certificate of Name Change to High 5 Ventures Inc. SEC Accession No. 0001137171-13-000179 http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/cert.htm

3.6** Certificate of Name Change to 37 Capital Inc. http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex3_6.htm

10.1** 2003 Stock Option Plan (Incorporated by reference previously filed on Form 20-F/A, June 2003) http://www.sec.gov/Archives/edgar/data/825171/000113717103000199/form20f2002bcl.htm

10.4** Management Services Agreement, (Incorporated by reference - previously filed on Form 20-F, 2001 as amended on August 14, 2003 and July 1, 2005) http://www.sec.gov/Archives/edgar/data/825171/999999999702037711/9999999997-02-037711.txt

10.4.1** Addendum to the Management Services Agreement dated July 31, 2005 – Previously filed on Form 20F 2005) (US Sec Accession No. 0001137171-06-001515) http://www.sec.gov/Archives/edgar/data/825171/000113717106001515/ex1041.htm

10.4.2** Addendum to the Management Services Agreement dated November 1, 2010. SEC Accession No. 0001137171-11-000333http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex1042.htm

10.4.3** Addendum to the Management Services Agreement dated February 16, 2012. SEC Accession No. 0001137171-12-000177 http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_43.htm

10.4.4** Addendum to the Management Services Agreement dated March 28, 2012. SEC Accession No. 0001137171-12-000177 http://www.sec.gov/Archives/edgar/data/825171/000113717112000177/ex10_44.htm

10.4.5** Addendum to the Management Services Agreement dated September 14, 2012. SEC Accession No. 0001137171-13-000179 http://www.sec.gov/Archives/edgar/data/825171/000113717113000179/managmentagreement.htm

10.4.6** Addendum to the Management Services Agreement dated July 17, 2014. SEC Accession No. 0001607062-14-000048 http://www.sec.gov/Archives/edgar/data/825171/000160706214000048/hhh73114adden.htm

10.5 **Property Option Agreement – Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/option.htm

10.5.1** Amendment to the Property Option Agreement dated September 12, 2006 – (SEC Accession No.0001137171-07-000906)

http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005a.htm

10.5.2** Amendment to the Property Option Agreement dated April 17, 2007 – (SEC Accession No. 0001137171-07-000906)

http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1005b.htm

10.7 **2004 Stock Option Plan - Previously filed on Form 20-F 2003. (SEC Accession No. 0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex93.htm

http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/debtsettlement2.htm

10.9.1** Debt Settlement Agreements dated July 12, 2007 – (SEC Accession No. 0001137171-08-000659) http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex100901.htm

10.11** Property Option Agreement with Colt Capital Corp. dated September 8, 2006 –

(SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011.htm

10.11.1** First Amendment dated September 22, 2006 to the Property Option Agreement (SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011a.htm

10.11.2** Second Amendment dated October 31, 2006 to the Property Option Agreement (SEC Accession No. 0001137171-07-000906) http://www.sec.gov/Archives/edgar/data/825171/000113717107000906/ex1011b.htm

10.11.3** Option Agreement with Colt Resources Inc. dated January 21, 2008 – (SEC Accession No. 0001137171-08-000659) http://www.sec.gov/Archives/edgar/data/825171/000113717108000659/ex101103.htm

10.11.4** Amending Agreement dated March 30, 2016 with Colt Resources Inc. – (SEC Accession No. 0001607062-16-000823) https://www.sec.gov/Archives/edgar/data/825171/000160706216000823/ex10_114.htm

10.12** Property Purchase Agreement with James Bay Midarctic Developments Inc. dated July 31, 2008 – (SEC Accession No. 0001137171-09-000478) http://www.sec.gov/Archives/edgar/data/825171/000113717109000478/ex1012.htm

10.13** Purchase and Sale Agreement with Grand Odyssey Casino, S.A. De C.V. dated April 8, 2013. SEC Accession No. 0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_13.htm

10.14** 2013 Convertible Debenture Financing SEC Accession No. 0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex10_14.htm

10.15** 2015 Convertible Debenture Financing http://www.sec.gov/Archives/edgar/data/825171/000160706215000191/ex10_15.htm

10.16** Consulting Agreement entered into with 27 Red Capital Inc.

10.17** Consulting Agreement entered into with 4 Touchdowns Capital Inc. 

10.18** Debt settlement agreements entered into with Jackpot Digital Inc. and Kalpakian Bros. of BC Ltd.

11.1** Statement explaining in reasonable detail how earnings/loss per share is calculated

12.** Notice of Annual General and Special Meeting 2015 and Management Proxy Materials. http://www.sec.gov/Archives/edgar/data/825171/000160706215000199/ex20_1.htm

13.** Notice of Annual General Meeting 2016 and Management Proxy Materials.

13.1** Notice of Annual General Meeting 2017 and Management Proxy Materials. 

14.** Notice of Annual General Meeting 2014 and Management Proxy Materials.

14.1** Code of Ethics - Previously filed on Form 20-F 2003.

(SEC Accession No.0001137171-04-000850) http://www.sec.gov/Archives/edgar/data/825171/000113717104000850/ex96.htm 

15.** Notice of Annual General Meeting 2013 and Management Proxy Materials. SEC Accession No. 0001607062-14-000003 http://www.sec.gov/Archives/edgar/data/825171/000160706214000003/hhhef123113form20fex15.htm 

16.** Notice of Annual General Meeting 2012 and Management Proxy Materials. (SEC Accession No. 0001137171-12-000249) http://www.sec.gov/Archives/edgar/data/825171/000113717112000249/infocircular.htm

17.** Notice of Annual General Meeting 2011 and Management Proxy Materials.

(SEC Accession No. 0001137171-11-000333) http://www.sec.gov/Archives/edgar/data/825171/000113717111000333/ex17.htm

18.** Notice of Annual General Meeting, 2010 and Management Proxy Materials (Incorporated by reference-

SEC Accession No. 0001137171-10-000418)

19.** Notice of Annual General Meeting, 2009 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K for the month of May, 2009 (SEC Accession No. 0001137171-09-000424) http://www.sec.gov/Archives/edgar/data/825171/000113717109000424/ex992.htm

20.** Notice of Annual General Meeting, 2008 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K June 16, 2008 (SEC Accession No. 0001137171-08-000573)

http://www.sec.gov/Archives/edgar/data/825171/000113717108000573/ex992.htm

20.1** Notice of Annual General Meeting, 2007 and Management Proxy Materials (Incorporated by reference – previously filed on Form 6K May 31, 2007 (Accession Number 0001137171-07-000842)

http://www.sec.gov/Archives/edgar/data/825171/000113717107000842/0001137171-07-000842-index.htm 

20.4** Notice of Special General Meeting, 2005 and Management Proxy Materials( Incorporated by reference - previously filed on Form 6-K December 3, 2004) http://www.sec.gov/Archives/edgar/data/825171/000113717104001556/ex2.htm

31.1** Sarbanes Oxley Act Section 302, Certified by Jacob H. Kalpakian, President & C.E.O. (Attached)

32.2** Sarbanes Oxley Act Section 906, Certified by Neil Spellman, C.F.O. (Attached)

99. Financial Exhibits: – (unaudited)

99.1** Schedules I - Marketable Securities - Other Investments

99.2** Schedules II - Amounts Receivable from Related Parties and Underwriters, Promoters and Employees other than Related Parties

99.3**Schedules III & IV - Property, Plant and Equipment and Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment

101.INS XBRL Instance Document. *

101.SCH XBRL Taxonomy Extension Schema. *

101.CAL XBRL Taxonomy Extension Calculation Linkbase. *

101.DEF XBRL Taxonomy Extension Definition Linkbase. *

101.LAB XBRL Taxonomy Extension Label Linkbase.*

101.PRE XBRL Taxonomy Extension Presentation Linkbase.*

* Filed Herewith (Attached)

** Previously filed. 

4

 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/A and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	37 CAPITAL INC.
Dated this 14th day of May, 2018	/s/ Jacob H. Kalpakian
	Jacob H. Kalpakian
	President & Chief Executive Officer

5

XML

Document and Entity Information

12 Months Ended

Dec. 31, 2017

CAD ($)

shares

Document And Entity Information

Entity Registrant Name

37 CAPITAL INC

Entity Central Index Key

0000825171

Document Type

20-F/A

Document Period End Date

Dec. 31, 2017

Amendment Flag

true

Amendment Description

This Amendment No. 1 to the Annual Report on Form 20-F of 37 Capital Inc. amends 37 Capital’s Annual Report on Form 20-F for the year ended December 31, 2017 (the “Original 20-F”), which was filed with the Securities and Exchange Commission on May 11, 2018. 37 Capital is filing this Amendment No. 1 solely to furnish the Interactive Data File disclosed as Exhibit 101 in accordance with Rule 405 of Regulation S-T, which was not included in the Original 20-F.

Exhibit 101 includes information in eXtensible Business Reporting Language (XBRL).

Except as described above, this Amendment No. 1 does not amend any information set forth in the Original 20-F, and 37 Capital has not updated disclosures included therein to reflect any events that occurred subsequent to May 11, 2018.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are otherwise not subject to liability under those sections.

Current Fiscal Year End Date

--12-31

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Non-accelerated Filer

Entity Public Float | $

$ 844,052

Entity Common Stock, Shares Outstanding | shares

6,492,709

Document Fiscal Period Focus

FY

Document Fiscal Year Focus

2017

XML

Consolidated Balance Sheets - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Current
Cash	$ 891	$ 1,312
GST receivable	2,119	4,608
Total current assets	3,010	5,920
Mineral Property Interests (note 6)	1	1
Investment (note 7)	1	1
Total Assets	3,012	5,922
Current
Accounts payable and accrued liabilities (note 8)	200,400	163,240
Due to related parties	134,287	422,648
Refundable subscription (note 10)	10,000	10,000
Loan payable (note 11)	103,924	103,924
Convertible debentures (note 12)	504,191	470,215
Total Liabilities	952,802	1,170,027
Stockholders' Deficiency
Capital Stock (note 13)	25,770,450	25,372,201
Equity Portion of Convertible Debentures Reserve (note 12)	33,706	33,706
Reserves	5,115	5,115
Deficit	(26,759,061)	(26,575,127)
Total Stockholders' Deficiency	(949,790)	(1,164,105)
Total Liabilities and Stockholders' Deficiency	$ 3,012	$ 5,922

XML

Consolidated Statements of Comprehensive Loss - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Expenses
Office (note 9)	$ 111,434	$ 108,617	$ 110,852
Finance and interest (notes 9 and 12)	42,372	55,402	81,125
Management fees (note 9)	0	35,000	60,000
Legal, accounting and audit	30,246	112,693	40,672
Rent (note 9)	28,627	28,298	29,403
Regulatory and transfer fees	6,051	5,207	6,521
Consulting	0	0	4,250
Telephone, travel, meals and entertainment	823	1,985	2,170
Shareholder communication	758	761	0
Total expenses	(220,311)	(347,963)	(334,993)
Other Comprehensive Loss	36,377	0	0
Total Comprehensive Loss	$ (183,934)	$ (347,963)	$ (334,993)
Basic and Diluted Loss per Common Share	$ (0.07)	$ (0.17)	$ (0.31)
Weighted Average Number of Common Shares Outstanding	2,782,996	2,056,795	1,067,724

XML

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - CAD ($)	Issued Capital	Equity Portion of Convertible Debentures Reserve	Warrants	Options	Retained Earnings	Total
Beginning balance, Amount at Dec. 31, 2014	$ 25,272,401	$ 5,712	$ 5,115	$ 31,236	$ (25,840,698)	$ (526,234)
Beginning balance, Shares at Dec. 31, 2014	1,067,724
Net loss	$ 0	0	0	0	(334,993)	(334,993)
Convertible debentures	0	27,994	0	0	0	27,994
Issue of common shares and warrants, net of share issue costs, Amount						0
Ending balance, Amount at Dec. 31, 2015	$ 25,272,401	33,706	5,115	31,236	(26,175,691)	(833,233)
Ending balance, Shares at Dec. 31, 2015	1,067,724
Net loss	$ 0	0	0	0	(347,963)	(347,963)
Issue of common shares and warrants, net of share issue costs, Amount	$ 99,800	0	0	0	0	99,800
Issue of common shares and warrants, net of share issue costs, Shares	1,000,000
Expiry of options	$ 0	0	0	(31,236)	31,236	0
Dividend upon redemption of reorganization shares	0	0	0	0	(82,709)	(82,709)
Ending balance, Amount at Dec. 31, 2016	$ 25,372,201	33,706	5,115	0	(26,575,127)	(1,164,105)
Ending balance, Shares at Dec. 31, 2016	2,067,724
Net loss	$ 0	0	0	0	(183,934)	(183,934)
Issue of common shares and warrants, net of share issue costs, Amount						0
Issue of common shares for debt, Amount	$ 398,249	0	0	0	0	398,249
Issue of common shares for debt, Shares	4,424,985
Ending balance, Amount at Dec. 31, 2017	$ 25,770,450	$ 33,706	$ 5,115	$ 0	$ (26,759,061)	$ (949,790)
Ending balance, Shares at Dec. 31, 2017	6,492,709					6,492,709

XML

Consolidated Statements of Cash Flows - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating Activities
Net loss	$ (183,934)	$ (347,963)	$ (334,993)
Items not involving cash
Interest expense on convertible debentures	33,976	45,571	79,513
Net loss after items not involving cash	(149,958)	(302,392)	(255,480)
Changes in non-cash working capital (Note 14)	149,537	203,121	5,837
Cash Used in Operating Activities	(421)	(99,271)	(249,643)
Financing Activities
Issue of common shares and warrants, net of share issuance costs	0	99,800	0
Issue of convertible debentures	0	0	250,000
Cash Provided by Financing Activities	0	99,800	250,000
Net Increase (Decrease) in Cash	(421)	529	357
Cash, Beginning of Year	1,312	783
Cash, End of Year	$ 891	$ 1,312	$ 783

XML

NATURE OF BUSINESS

12 Months Ended

Dec. 31, 2017

Nature Of Business

NATURE OF BUSINESS

1. NATURE OF BUSINESS

37 Capital Inc. (“37 Capital” or 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 properties. 

The shares of the Company trade on the Canadian Securities Exchange under the symbol “JJJ”, and trade on the OTCQB tier of the OTC markets in the United States of America under the symbol “HHHEF”. The Company’s office is located at 400 – 570 Granville Street, Vancouver, British Columbia, Canada, V6C 3P1 and its registered office is located at 1055 West Georgia Street, Suite 1500, PO Box 11117, Vancouver, British Columbia, Canada, V6E 4N7.

On February 26, 2015, the Company incorporated two wholly-owned subsidiaries, 27 Red Capital Inc. (“27 Red”) and 4 Touchdowns Capital Inc. (“4 Touchdowns”) in British Columbia, Canada. On April 30, 2015, the Company entered into an arrangement agreement with 27 Red and 4 Touchdowns (the “Arrangement”). The Arrangement was completed on February 12, 2016 (note 5). 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.

XML

GOING CONCERN

12 Months Ended

Dec. 31, 2017

Going Concern

GOING CONCERN

2. GOING CONCERN

These consolidated 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 (2017 - $183,934; 2016 - $347,963; 2015 - $334,993). As of December 31, 2017, the Company has an accumulated deficit of $26,759,061, a working capital deficiency of $949,792 and is in default of its convertible debentures. As the Company has limited resources and no sources of operating cash flow, there can be no assurances whatsoever that sufficient funding will be available for the Company to continue operations for an extended period of time.

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 consolidated 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.

XML

BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2017

Basis Of Presentation

BASIS OF PRESENTATION

3. BASIS OF PRESENTATION

(a) Statement of compliance

These consolidated 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 consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which are measured at fair value.

In addition, these consolidated financial statements have been prepared on the accrual basis, except for cash flow information. These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency.

(c) Approval of the consolidated financial statements

These consolidated financial statements were approved and authorized for issue by the Board of Directors on April 23, 2018.

(d) Reclassification

Certain prior period amounts in these consolidated financial statements have been reclassified to conform to current period’s presentation. These reclassifications had no net effect on the consolidated results of operations or financial position for any period presented. 

(e) Use of estimates and judgments

The preparation of consolidated 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 consolidated 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 key estimates applied in the preparation of the consolidated financial statements that could result in a material adjustment to the carrying amounts of assets and liabilities are as follows:

• 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.

XML

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2017

Significant Accounting Policies

SIGNIFICANT ACCOUNTING POLICIES

4. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company include the following:

(a) Principles of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of a Company so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable are taken into account. The financial statements of the Company’s former wholly-owned subsidiaries, 27 Red and 4 Touchdowns are included in the consolidated financial statements from the date that control commenced to the date that control ceased.

Intercompany balances and transactions and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

(b) Financial instruments

i) Financial assets

The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss (“FVTPL”), loans and receivables, held-to-maturity and available for sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at recognition.

Fair value through profit or loss

Financial assets are classified as FVTPL when the financial asset is held-for-trading or it is designated as FVTPL. A financial asset is classified as FVTPL when it has been acquired principally for the purpose of selling in the near future; it is a part of an identified portfolio of financial instruments that the company manages and has an actual pattern of short-term profit-taking or if it is a derivative that is not designated and effective as a hedging instrument. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss. The Company classifies its cash as FVTPL.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are initially recognized at the transaction value and subsequently carried at amortized cost less impairment losses. The impairment loss on receivables is based on a review of all outstanding amounts at year-end. Interest income is recognized by applying the effective interest rate method.

Held-to-maturity

Held-to-maturity financial assets are recognized on a trade-date basis and are initially measured at fair value using the effective interest rate method.

Available-for-sale

AFS financial assets are non-derivatives that are either designated as AFS or not classified in any of the other financial assets categories. Changes in the fair value of AFS financial assets other than impairment losses are recognized as other comprehensive loss and classified as a component of equity. The Company classifies its investment as AFS.

(ii) Financial liabilities

The Company classifies its financial liabilities as FVTPL or other financial liabilities.

Fair value through profit or loss

Financial liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in profit or loss.

Other financial liabilities

Other financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost using the effective interest rate method. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method. Other financial liabilities are classified as current or non-current based on their maturity date. The Company classifies accounts payable and accrued liabilities, due to related parties, and convertible debentures as other financial liabilities.

(iii) Impairment

The Company assesses at each reporting date whether there is objective evidence that financial assets, other than those designated as FVTPL, are impaired. When impairment has occurred, the cumulative loss is recognized to profit or loss. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period the impairment occurred.

(c) 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.

From time to time, the Company acquires or disposes of 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, none of the Company’s mineral property interests has 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.

(d) 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.

(e) 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.

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.

(f) 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.

(g) Share-based payments

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.

(h) 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.

(i) Loss per share

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.

(j) 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.

(k) 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.

(l) Accounting standards issued but not yet applied

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.

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PLAN OF ARRANGEMENT

12 Months Ended

Dec. 31, 2017

Plan Of Arrangement

PLAN OF ARRANGEMENT

5. 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 with 27 Red and 4 Touchdowns. In respect to the 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 final court approval for the Arrangement.

The Company completed the Arrangement with 27 Red and 4 Touchdowns on February 12, 2016 (“Effective Date”). On the Effective Date, shareholders of the Company received one new common share, one Class 1 Reorganization Share and one Class 2 Reorganization Share of the Company. On the Effective Date, all of the Class 1 Reorganization Shares were transferred by the shareholders of the Company to 27 Red in exchange for 2,067,724 common shares of 27 Red on a pro rata basis (resulting in one common share of 27 Red being issued for every one Class 1 Reorganization Share). Immediately following this, the Company redeemed all of the Class 1 Reorganization Shares held by 27 Red by a cash payment of $20,677 and issuance of a promissory note of $20,677. The promissory note is 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.

On the Effective Date, all of the Class 2 Reorganization Shares were transferred by the shareholders of the Company to 4 Touchdowns in exchange for 2,067,724 common shares of 4 Touchdowns on a pro rata basis (resulting in one common share of 4 Touchdowns being issued for every one Class 2 Reorganization Share). Immediately following this, the Company redeemed all of the Class 2 Reorganization Shares held by 4 Touchdowns by a cash payment of $20,677 and issuance of a promissory note of $20,677. The promissory note is 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.

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MINERAL PROPERTY INTERESTS

12 Months Ended

Dec. 31, 2017

Mineral Property Interests

MINERAL PROPERTY INTERESTS

6. MINERAL PROPERTY INTERESTS

Extra High Claims

The Company holds a 33% interest in the Extra High Claims located in British Columbia. The Extra High Claims expire on December 25, 2019.

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 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). 

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INVESTMENT

12 Months Ended

Dec. 31, 2017

Investment

INVESTMENT

7. INVESTMENT

In April 2013, the Company entered into an agreement with a Mexican gaming company whereby as at December 31, 2013 the Company invested $800,000 in the Mexican gaming company. As at December 31, 2014, the Company assessed the fair value of its investment in the Mexican gaming company and recorded impairment of $799,999 on the Company’s investment.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2017

Accounts Payable And Accrued Liabilities

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITES

	December 31, 2017		December 31, 2016
Trade payables	$	173,647	$	141,930
Accrued liabilities		26,753		21,310
	$	200,400	$	163,240

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2017

Related party transactions [abstract]

RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

As at December 31, 2017 and 2016, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2017		2016
Advances from directors (interest at prime plus 1%)	$	104,435	$	45,505
Entities controlled by directors (non-interest-bearing)		29,852		377,143
	$	134,287	$	422,648

Included in convertible debentures and accrued interest is $339,589 (2016 - $317,089) owing to the Chief Executive Officer and to a former director of the Company (note 12).

During the years ended December 31, 2017, 2016 and 2015, the following amounts were charged by related parties.

	2017		2016		2015
Interest charged on amounts due to related parties	$	3,301	$	978	$	928
Interest on convertible debentures		30,000		30,000		29,589
Rent charged by entities with common directors (note 16)		28,627		28,298		29,403
Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors (note 16)		85,186		86,044		86,332
	$	147,114	$	145,320	$	146,252

The Company, together with Jackpot Digital Inc. (“Jackpot”), a related company with certain common directors, and Green Arrow Resources Inc. (“Green Arrow”), a formerly related company, had entered into an office lease agreement with an arm’s length party for office space effective as of August 1, 2014 for a one-year period which was extended until July 31, 2016. The office lease agreement was further extended for a period of one year until July 31, 2017. Under the office lease agreement, as of August 1, 2016, the three companies were required to pay a monthly base rent of $7,194 plus property and operating expenses for the leased premises. A lease deposit of $10,000 was made by Jackpot. As of December 1, 2016, Green Arrow is no longer obligated or required to pay its proportionate share of the office rent. 

The remuneration of directors and key management personnel during the years ended December 31, 2017, 2016 and 2015 is as follows:

	2017		2016		2015
Management fees	$	—	$	35,000	$	60,000

The Company had an agreement for management services (the “Management Services Agreement”) with Kalpakian Bros. of B.C. Ltd. (“Kalpakian Bros.”), a private company owned by a director and a former director of the Company. Effective as of August 1, 2016, the Management Services Agreement was terminated by mutual consent.

During the year ended December 31, 2017, the Company executed consulting agreements with 27 Red and 4 Touchdowns, entities with common directors, whereby the Company charged $36,377 (2016 - $nil) consulting fees for services provided. The consulting income has been recorded in other income.

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REFUNDABLE SUBSCRIPTION

12 Months Ended

Dec. 31, 2017

Refundable Subscription

REFUNDABLE SUBSCRIPTION

10. REFUNDABLE SUBSCRIPTION

During the year ended December 31, 2016, the Company cancelled subscription agreements of a non-brokered private placement totalling $45,000 and the Company refunded $35,000. As of December 31, 2017 the remaining $10,000 (2016 - $10,000) is owing.

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LOAN PAYABLE

12 Months Ended

Dec. 31, 2017

Loan Payable

LOAN PAYABLE

11. LOAN PAYABLE

During the year ended December 31, 2016, the Company entered into an agreement with an arm’s length party whereby the party would pay certain debts owed by the Company. The loan is non-interest bearing, unsecured and due on demand. As of December 31, 2017, the balance payable is $103,924 (2016 - $103,924).

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CONVERTIBLE DEBENTURES FINANCING

12 Months Ended

Dec. 31, 2017

Convertible Debentures Financing

CONVERTIBLE DEBENTURES FINANCING

12. 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 $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.

As of December 31, 2017, the convertible debentures are in default; however, the Company has not been served with a default notice.

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 have a maturity date of 18 months from the date of closing, and bear interest at the rate of 15% 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 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.

Pursuant to the financing, the Company has made cash payments of $48,000 and issued 2,000 common shares of the Company and 3,333 agent warrants of the Company with fair value of $8,115 as finders’ fees. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $1.50 per share until July 23, 2018. The amount of transaction costs directly attributable to the financing of $56,115 were allocated to the liability and equity components of the debenture proportionately at $52,551 and $3,564, respectively. The discount on the debentures is being accreted such that the liability component will equal the face value of the debentures at maturity plus accrued interest.

On September 4, 2013, the amount of $858,118 which comprised of certain convertible debentures and their corresponding accrued interest was converted into 610,724 common shares of the Company. The equity portion of the convertible debentures was reduced in the amount of $52,562.

As of December 31, 2017, one convertible debenture is in default and another convertible debenture has been extended indefinitely, however, the Company has not been served with a default notice.

The following table reconciles the fair value of the debentures to the carrying amount. 

	Liability Component			Equity Component		Total
Balance, December 31, 2014	$	123,125		$	5,712	$	128,837
Gross proceeds to allocate		222,006			27,994		250,000
Accretion of discount		34,924			—		34,924
Interest accrued		44,589			—		44,589
Balance, December 31, 2015		424,644			33,706		458,350
Accretion of discount		571			—		571
Interest accrued		45,000			—		45,000
Balance, December 31, 2016		470,215			33,706		503,921
Accretion of discount (adjustment)		(11,024	)		—		(11,024	)
Interest accrued		45,000			—		45,000
Balance, December 31, 2017	$	504,191		$	33,706	$	537,897

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CAPITAL STOCK

12 Months Ended

Dec. 31, 2017

Capital Stock

CAPITAL STOCK

13. CAPITAL STOCK

(a) Authorized

Unlimited number of common and preferred shares without par value.

As of December 31, 2017, there are no preferred shares issued.

(b) Issued

As of December 31, 2017, there are 6,492,709 common shares issued and outstanding. 

During the year ended December 31, 2017, the Company completed the following transaction:

• The Company entered into debt settlement agreements with Jackpot, and with Kalpakian Bros., companies related to 37 Capital by certain common directors and shareholders. The Company has issued 4,249,985 units of the Company to Jackpot at the price of $0.09 per unit in settlement of the Company’s outstanding debt to Jackpot for the total amount of $382,499 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 175,000 units of the Company at the price of $0.09 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 $0.12 per share until November 2, 2022.

As a result of the debt settlement agreement with Jackpot, 4,249,985 common shares representing 65.45% of the Company’s current issued and outstanding common shares are owned by Jackpot. 

During the year ended December 31, 2016, the Company completed the following financing:

• On January 4, 2016, the Company closed a non-brokered private placement issuing 1,000,000 units at $0.10 per unit for gross proceeds to the Company of $100,000. Each unit consists of one common share of the Company and one share purchase warrant exercisable for one additional common share of the Company at an exercise price of $0.135 per common share until January 4, 2021.

There were no shares issued during the year ended December 31, 2015.

(c) Warrants

Warrants activity is as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, January 1, 2015		270,835		$	1.50
Expired		(267,502	)	$	1.50
Issued		1,000,000		$	0.135
Balance, December 31, 2016		1,003,333		$	0.14
Expired		—			—
Issued		4,424,985		$	0.12
Balance, December, 2017		5,428,318		$	0.12

As of December 31, 2017, the following warrants were outstanding: 

Expiry Date	Exercise Price		Number of Warrants Outstanding
July 23, 2018		1.50		3,333
January 4, 2021		0.135		1,000,000
November 2, 2022		0.12		4,424,985
				5,428,318

The weighted average remaining contractual life for warrants outstanding at December 31, 2017 is 4.50 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.

Options activity is as follows:

	Number of Options			Weighted Average Exercise Price
Balance, December 31, 2015		33,334		$	1.20
Expired		(33,334	)	$	1.20
Balance, December 31, 2016 and 2017		—		$	0.00

As of December 31, 2017, there were no stock options outstanding. 

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CHANGES IN NON-CASH WORKING CAPITAL

12 Months Ended

Dec. 31, 2017

Changes In Non-cash Working Capital

CHANGES IN NON-CASH WORKING CAPITAL

14. CHANGES IN NON-CASH WORKING CAPITAL

	2017			2016			2015
GST receivable	$	2,489		$	(2,116	)	$	610
Accounts payable and accrued liabilities		435,409			112,924			27,659
Due to related parties		(288,361	)		92,313			(22,432	)
	$	149,537		$	203,121		$	5,837
Supplemental information
Non-cash items
Interest expense included in convertible debt	$	33,976		$	45,571		$	79,513
Interest expense included in due to related parties	$	3,301		$	978		$	928

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INCOME TAXES

12 Months Ended

Dec. 31, 2017

Income Taxes

INCOME TAXES

15. INCOME TAXES

Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 26.00% to income before income taxes.

	2017			2016			2015
Loss before income taxes	$	183,934		$	347,963		$	334,993
Statutory income tax rate		26.00	%		26.00	%		26.00	%
Expected income tax benefit		47,823			90,470			87,098
Items not deductible for income tax purposes		—			—			(81	)
Underprovided in prior years		(18,429	)		783			57,063
Unrecognized benefit of deferred tax assets		(29,394	)		(89,688	)		(144,080	)
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:

	2017		2016
Excess of unused exploration expenditures over carrying value of mineral property interests	$	2,656,167	$	2,656,167
Excess of undepreciated capital cost over carrying value of fixed assets		650,381		650,381
Non-refundable mining investment tax credits		988		988
Long-term investment		400,000		400,000
Share issue cost		—		9,600
Non-capital losses carried forward		3,786,737		3,664,085
Capital losses carried forward		993,649		993,649
Unrecognized deductible temporary differences	$	8,487,922	$	8,374,870

The Company’s unrecognized unused non-capital tax losses have the following expiry dates:

2027	$	590,000	$	590,000
2028		306,000		306,000
2029		487,000		487,000
2030		454,000		454,000
2031		336,000		333,000
2032		122,000		163,000
2033		213,000		172,000
2034		457,000		457,000
2035		344,000		344,000
2036		284,000		358,000
2037		194,000		—
	$	3,787,000	$	3,664,000

The Company has available approximate net capital losses of $994,000 that may be carried forward indefinitely. The Company has available resource-related deductions of approximately $2,656,000 that may be carried forward indefinitely.

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COMMITMENTS

12 Months Ended

Dec. 31, 2017

Commitments

COMMITMENTS

16. COMMITMENTS

a) During April 2017, the Company together with Jackpot entered into an office lease agreement with an arm’s length party (the “Lease”). The Lease has a three-year term with a commencement date of August 1, 2017. The annual basic rent is $121,396 plus estimated annual operating costs of approximately $88,000. The Company’s share of the office basic rent and operating costs is $28,800 plus applicable taxes per annum. 

b) The Company has an agreement for office support services with Jackpot, a company with common directors. Under the agreement, the Company is entitled to receive office support services from Jackpot at a monthly rate of $7,000 plus applicable taxes. The agreement expires on April 30, 2018. The agreement can be terminated by either party upon giving three months’ written notice.

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CAPITAL MANAGEMENT

12 Months Ended

Dec. 31, 2017

Capital Management

CAPITAL MANAGEMENT

17. 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, 2017. The Company is not subject to externally imposed capital requirements.

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FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

12 Months Ended

Dec. 31, 2017

Financial Instruments And Risk Management

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

18. 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 and due to related parties approximate their carrying values due to the short-term maturity of these instruments.

(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, 2017, the Company had cash of $891 (2016 - $1,312) available to apply against short-term business requirements and current liabilities of $952,802 (2016 - $1,170,027). All of the current liabilities, are due within 90 days. Amounts due to related parties are due on demand.

(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, 2017, 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.

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EVENT AFTER REPORTING PERIOD

12 Months Ended

Dec. 31, 2017

Event After Reporting Period

SUBSEQUENT EVENTS

19. EVENT AFTER REPORTING PERIOD

(a) A total of 500,000 share purchase warrants at $0.135 per share have been exercised for total proceeds to the Company of $67,500.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2017

Significant Accounting Policies

Principles of consolidation

(a) Principles of consolidation

Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of a Company so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable are taken into account. The financial statements of the Company’s former wholly-owned subsidiaries, 27 Red and 4 Touchdowns are included in the consolidated financial statements from the date that control commenced to the date that control ceased.

Intercompany balances and transactions and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements.

Financial instruments

(b) Financial instruments

i) Financial assets

The Company classifies its financial assets in the following categories: financial assets at fair value through profit or loss (“FVTPL”), loans and receivables, held-to-maturity and available for sale (“AFS”). The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at recognition.

Fair value through profit or loss

Financial assets are classified as FVTPL when the financial asset is held-for-trading or it is designated as FVTPL. A financial asset is classified as FVTPL when it has been acquired principally for the purpose of selling in the near future; it is a part of an identified portfolio of financial instruments that the company manages and has an actual pattern of short-term profit-taking or if it is a derivative that is not designated and effective as a hedging instrument. Upon initial recognition, attributable transaction costs are recognized in profit or loss when incurred. Financial instruments at FVTPL are measured at fair value, and changes therein are recognized in profit or loss. The Company classifies its cash as FVTPL.

Loans and receivables

Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Loans and receivables are initially recognized at the transaction value and subsequently carried at amortized cost less impairment losses. The impairment loss on receivables is based on a review of all outstanding amounts at year-end. Interest income is recognized by applying the effective interest rate method

Held-to-maturity

Held-to-maturity financial assets are recognized on a trade-date basis and are initially measured at fair value using the effective interest rate method.

Available-for-sale

AFS financial assets are non-derivatives that are either designated as AFS or not classified in any of the other financial assets categories. Changes in the fair value of AFS financial assets other than impairment losses are recognized as other comprehensive loss and classified as a component of equity. The Company classifies its investment as AFS.

(ii) Financial liabilities

The Company classifies its financial liabilities as FVTPL or other financial liabilities.

Fair value through profit or loss

Financial liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities designated upon initial recognition as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in profit or loss.

Other financial liabilities

Other financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost using the effective interest rate method. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method. Other financial liabilities are classified as current or non-current based on their maturity date. The Company classifies accounts payable and accrued liabilities, due to related parties, and convertible debentures as other financial liabilities.

(iii) Impairment

The Company assesses at each reporting date whether there is objective evidence that financial assets, other than those designated as FVTPL, are impaired. When impairment has occurred, the cumulative loss is recognized to profit or loss. For financial assets carried at amortized cost, the amount of the impairment loss recognized is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to profit or loss in the period the impairment occurred.

Mineral property interests

(c) 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.

From time to time, the Company acquires or disposes of 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, none of the Company’s mineral property interests has 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.

Impairment

(d) 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.

Decommissioning liabilities

(e) 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.

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.

Income taxes

(f) 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.

Share-based payments

(g) Share-based payments

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.

Convertible debentures

(h) 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.

Loss per share

(i) Loss per share

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.

Capital stock

(j) 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.

Foreign currency translation

(k) 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.

Accounting standards issued but not yet applied

(l) Accounting standards issued but not yet applied

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.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2017

Accounts Payable And Accrued Liabilities

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	December 31, 2017		December 31, 2016
Trade payables	$	173,647	$	141,930
Accrued liabilities		26,753		21,310
	$	200,400	$	163,240

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RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2017

Related party transactions [abstract]

Amounts due to related parties

As at December 31, 2017 and 2016, the amounts due to related parties are unsecured, payable on demand which consist of the following:

	2017		2016
Advances from directors (interest at prime plus 1%)	$	104,435	$	45,505
Entities controlled by directors (non-interest-bearing)		29,852		377,143
	$	134,287	$	422,648

Amounts charged by related parties

During the years ended December 31, 2017, 2016 and 2015, the following amounts were charged by related parties.

	2017		2016		2015
Interest charged on amounts due to related parties	$	3,301	$	978	$	928
Interest on convertible debentures		30,000		30,000		29,589
Rent charged by entities with common directors (note 16)		28,627		28,298		29,403
Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors (note 16)		85,186		86,044		86,332

Remuneration of directors and key management personnel

The remuneration of directors and key management personnel during the years ended December 31, 2017, 2016 and 2015 is as follows:

	2017		2016		2015
Management fees	$	—	$	35,000	$	60,000

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CONVERTIBLE DEBENTURES FINANCING (Tables)

12 Months Ended

Dec. 31, 2017

Convertible Debentures Financing

Reconciles of fair value of debentures to carrying amount

The following table reconciles the fair value of the debentures to the carrying amount. 

	Liability Component			Equity Component		Total
Balance, December 31, 2014	$	123,125		$	5,712	$	128,837
Gross proceeds to allocate		222,006			27,994		250,000
Accretion of discount		34,924			—		34,924
Interest accrued		44,589			—		44,589
Balance, December 31, 2015		424,644			33,706		458,350
Accretion of discount		571			—		571
Interest accrued		45,000			—		45,000
Balance, December 31, 2016		470,215			33,706		503,921
Accretion of discount (adjustment)		(11,024	)		—		(11,024	)
Interest accrued		45,000			—		45,000
Balance, December 31, 2017	$	504,191		$	33,706	$	537,897

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CAPITAL STOCK (Table)

12 Months Ended

Dec. 31, 2017

Capital Stock Table

Warrants activity

Warrants activity is as follows:

	Number of Warrants			Weighted Average Exercise Price
Balance, January 1, 2015		270,835		$	1.50
Expired		(267,502	)	$	1.50
Issued		1,000,000		$	0.135
Balance, December 31, 2016		1,003,333		$	0.14
Expired		—			—
Issued		4,424,985		$	0.12
Balance, December, 2017		5,428,318		$	0.12

Warrants outstanding

As of December 31, 2017, the following warrants were outstanding: 

Expiry Date	Exercise Price		Number of Warrants Outstanding
July 23, 2018		1.50		3,333
January 4, 2021		0.135		1,000,000
November 2, 2022		0.12		4,424,985
				5,428,318

Schedule of Options activity

Options activity is as follows:

	Number of Options			Weighted Average Exercise Price
Balance, December 31, 2015		33,334		$	1.20
Expired		(33,334	)	$	1.20
Balance, December 31, 2016 and 2017		—		$	0.00

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CHANGES IN NON-CASH WORKING CAPITAL (Tables)

12 Months Ended

Dec. 31, 2017

Changes In Non-cash Working Capital

Schedule Of Changes in noncash working capital

	2017			2016			2015
GST receivable	$	2,489		$	(2,116	)	$	610
Accounts payable and accrued liabilities		435,409			112,924			27,659
Due to related parties		(288,361	)		92,313			(22,432	)
	$	149,537		$	203,121		$	5,837
Supplemental information
Non-cash items
Interest expense included in convertible debt	$	33,976		$	45,571		$	79,513
Interest expense included in due to related parties	$	3,301		$	978		$	928

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INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2017

Income Taxes Tables

Schedule of income tax expenses

Income tax expense differs from the amount that would be computed by applying the Canadian statutory income tax rate of 26.00% to income before income taxes.

	2017			2016			2015
Loss before income taxes	$	183,934		$	347,963		$	334,993
Statutory income tax rate		26.00	%		26.00	%		26.00	%
Expected income tax benefit		47,823			90,470			87,098
Items not deductible for income tax purposes		—			—			(81	)
Underprovided in prior years		(18,429	)		783			57,063
Unrecognized benefit of deferred tax assets		(29,394	)		(89,688	)		(144,080	)
Income tax expense	$	—		$	—		$	—

Schedule of unrecognized deductible temporary differences and unused tax losses

The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

	2017		2016
Excess of unused exploration expenditures over carrying value of mineral property interests	$	2,656,167	$	2,656,167
Excess of undepreciated capital cost over carrying value of fixed assets		650,381		650,381
Non-refundable mining investment tax credits		988		988
Long-term investment		400,000		400,000
Share issue cost		—		9,600
Non-capital losses carried forward		3,786,737		3,664,085
Capital losses carried forward		993,649		993,649
Unrecognized deductible temporary differences	$	8,487,922	$	8,374,870

Schedule of unrecognized unused non-capital tax losses

The Company’s unrecognized unused non-capital tax losses have the following expiry dates:

2027	$	590,000	$	590,000
2028		306,000		306,000
2029		487,000		487,000
2030		454,000		454,000
2031		336,000		333,000
2032		122,000		163,000
2033		213,000		172,000
2034		457,000		457,000
2035		344,000		344,000
2036		284,000		358,000
2037		194,000		—
	$	3,787,000	$	3,664,000

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NATURE OF BUSINESS (Details Narrative)	12 Months Ended
	Dec. 31, 2017
Nature Of Business
Entity Incorporation, Date of Incorporation	Aug. 24, 1984
Entity Incorporation, State Country Name	British Columbia

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GOING CONCERN (Details Narrative) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Going Concern
Operating losses	$ (183,934)	$ (347,963)	$ (334,993)
Accumulated deficit	(26,759,061)	$ (26,575,127)
Working capital deficiency	$ (1,164,107)

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PLAN OF ARRANGEMENT (Details Narrative) - CAD ($)	Feb. 12, 2017	Dec. 31, 2017
Plan Of Arrangement
Common stock exchange to share holders	2,067,724	6,492,709
Cash payment	$ 20,677
Issuance of promissory note	$ 20,677

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MINERAL PROPERTY INTERESTS (Details Narrative)	12 Months Ended
	Dec. 31, 2017
InvestmentPropertyExplanatoryLineItems [Line Items]
Mineral property expire date	Dec. 25, 2019
Extra High Claims
InvestmentPropertyExplanatoryLineItems [Line Items]
Percentage of holding	33.00%

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INVESTMENT (Details Narrative) - CAD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2013	Dec. 31, 2014
Investment
Royalty revenue	$ 800,000
Impairment on investment		$ 799,999

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Accounts Payable And Accrued Liabilities
Trade payables	$ 173,647	$ 141,930
Accrued liabilities	26,753	21,310
Accounts payable and accrued liabilities	$ 200,400	$ 163,240

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RELATED PARTY TRANSACTIONS (Details) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Related party transactions [abstract]
Advances from directors (interest at prime plus 1%)	$ 104,435	$ 45,505
Entities controlled by directors (non-interest-bearing)	29,852	377,143
Due to related parties	$ 134,287	$ 422,648

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RELATED PARTY TRANSACTIONS (Details 1) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Related party transactions [abstract]
Interest charged on amounts due to related parties	$ 3,301	$ 978	$ 928
Interest on convertible debentures	30,000	30,000	29,589
Rent charged by entities with common directors (note 16)	28,627	28,298	29,403
Office expenses charged by, and other expenses paid on behalf of the Company by a Company with common directors (note 16)	85,186	86,044	86,332
Total expenses	$ 147,114	$ 145,320	$ 146,252

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RELATED PARTY TRANSACTIONS (Details 2) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Related party transactions [abstract]
Management fees	$ 0	$ 35,000	$ 60,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of transactions between related parties [line items]
Consulting fees	$ 36,377	$ 0
Chief Executive Officer
Disclosure of transactions between related parties [line items]
Convertible debentures and accrued interest	$ 339,589	$ 317,089

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REFUNDABLE SUBSCRIPTION (Details Narrative) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Refundable Subscription
Cancellation of non-brokered private placement	$ 45,000
Refunded of non-brokered private placement	35,000
Refundable Subscription	$ 10,000	$ 10,000

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LOAN PAYABLE (Details Narrative) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016
Loan Payable
Loan payable	$ 103,924	$ 103,924

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CONVERTIBLE DEBENTURES FINANCING (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
ConvertibleDebenturesFinancingLineItemLineItems [Line Items]
Opening Balance	$ 503,921	$ 458,350	$ 128,837
Gross proceeds to allocate			250,000
Accretion of discount	(11,024)	571	34,924
Interest accrued	45,000	45,000	44,589
Ending Balance	537,897	503,921	458,350
Liability Component
ConvertibleDebenturesFinancingLineItemLineItems [Line Items]
Opening Balance	470,215	424,644	123,125
Gross proceeds to allocate			222,006
Accretion of discount	(11,024)	571	34,924
Interest accrued	45,000	45,000	44,589
Ending Balance	504,191	470,215	424,644
Equity Component
ConvertibleDebenturesFinancingLineItemLineItems [Line Items]
Opening Balance	33,706	33,706	5,712
Gross proceeds to allocate			27,994
Accretion of discount	0	0	0
Interest accrued	0	0	0
Ending Balance	$ 33,706	$ 33,706	$ 33,706

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CONVERTIBLE DEBENTURES FINANCING (Details Narrative) - CAD ($)			12 Months Ended
	Jun. 06, 2015	Sep. 04, 2013	Dec. 31, 2013	Jan. 04, 2016
ConvertibleDebenturesFinancingLineItems [Line Items]
Share Price				$ 0.10
Convertible Debentures
ConvertibleDebenturesFinancingLineItems [Line Items]
Convertible debenture financing, Amount	$ 250,000
Maturity date	Jan. 06, 2016
Conversion price	$ 0.30
Interest rate	20.00%
Convertible debentures, Amount	$ 222,006
Equity portion of convertible debenture	$ 27,994
Convertible Debentures Two
ConvertibleDebenturesFinancingLineItems [Line Items]
Convertible debenture financing, Amount			$ 975,000
Maturity date			Jul. 23, 2018
Conversion price			$ 1.50
Interest rate			15.00%
Convertible debentures, Amount			$ 913,072
Equity portion of convertible debenture		$ 52,562	61,928
Cash payments			$ 48,000
Common stock issued			2,000
Share Price			$ 1.50
Financing transaction costs			$ 56,115
Convertible debentures converted into common stock, Value		$ 858,118
Convertible debentures converted into common stock, Share		610,724
Warrants Agent
ConvertibleDebenturesFinancingLineItems [Line Items]
Common stock issued			3,333
Fair value of warrants			$ 8,115
Liability Component
ConvertibleDebenturesFinancingLineItems [Line Items]
Financing transaction costs			52,551
Equity Component
ConvertibleDebenturesFinancingLineItems [Line Items]
Financing transaction costs			$ 3,564

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CAPITAL STOCK (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Capital Stock Details
Warrant Opening Balance	1,003,333	270,835
Warrant Expired	0	(267,502)
Warrant Issued	4,424,985	1,000,000
Warrant Ending Balance	5,428,318	1,003,333
Weighted Average Exercise Price, Warrant Opening Balance	$ 0.14	$ 1.5
Weighted Average Exercise Price, Warrant Expired	0	1.5
Weighted Average Exercise Price, Warrant Issued	0.12	0.135
Weighted Average Exercise Price, Warrant Ending Balance	$ 0.12	$ 0.14

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CAPITAL STOCK (Details 1) - $ / shares		12 Months Ended
	Jan. 04, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
DisclosureOfIssuedCapitalExplanatoryLineItems [Line Items]
Expiry Date	Jan. 04, 2021
Exercise Price		$ 0.135
Number of Warrants Outstanding		5,428,318	1,003,333	270,835
Warrant One
DisclosureOfIssuedCapitalExplanatoryLineItems [Line Items]
Expiry Date		Jul. 23, 2018
Exercise Price		$ 1.50
Number of Warrants Outstanding		3,333
Warrant Two
DisclosureOfIssuedCapitalExplanatoryLineItems [Line Items]
Expiry Date		Jan. 04, 2021
Exercise Price		$ 0.135
Number of Warrants Outstanding		1,000,000
Warrant Three
DisclosureOfIssuedCapitalExplanatoryLineItems [Line Items]
Expiry Date		Nov. 02, 2022
Exercise Price		$ 0.12
Number of Warrants Outstanding		4,424,985

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CAPITAL STOCK (Details 2)	12 Months Ended
	Dec. 31, 2016 shares $ / shares
Number of Options
Outstanding at beginning of year | shares	33,334
Expired | shares	(33,334)
Outstanding at end of year | shares	0
Weighted Average Exercise Price
Outstanding at beginning of year | $ / shares	$ 1.20
Expired | $ / shares	1.20
Outstanding at end of year | $ / shares	$ 0.00

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CAPITAL STOCK (Details Narrative) - CAD ($)		2 Months Ended	12 Months Ended
	Jan. 04, 2016	Sep. 30, 2017	Dec. 31, 2017	Feb. 12, 2017
IssuedCapitalLineItems [Line Items]
Preferred shares issued			0
Common shares issued			6,492,709	2,067,724
Common shares outstanding			6,492,709
Non-brokered private placement shares issued	1,000,000
Share price	$ 0.10
Gross proceeds from issue of shares	$ 100,000
Warrant exercise price	$ 0.135
Warrant expire date	Jan. 04, 2021
Weighted average remaining contractual life of warrants			4 years 6 months
Option outstanding			0
Shares issued			0
Kalpakian Bros
IssuedCapitalLineItems [Line Items]
Common shares issued			4,249,985
Debt			$ 15,750
Common stock issued for settlement of debt			175,000
Value of stock issued for settlement of debt			$ 15,750
Share price			$ 0.09
Warrant exercise price			$ 0.12
Warrant expire date			Nov. 02, 2022
Jackpot
IssuedCapitalLineItems [Line Items]
Common shares issued			4,249,985
Office rent, office support services and miscellaneous office expenses		$ 382,499

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CHANGES IN NON-CASH WORKING CAPITAL (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Changes In Non-cash Working Capital
GST receivable	$ 2,489	$ (2,116)	$ 610
Accounts payable and accrued liabilities	435,409	112,924	27,659
Due to related parties	(288,361)	92,313	(22,432)
Changes in non-cash working capital	149,537	203,121	5,837
Supplemental information
Interest expense included in convertible debt	33,976	45,571	79,513
Interest expense included in due to related parties	$ 3,301	$ 978	$ 928

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INCOME TAXES (Details) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details
Loss before income taxes	$ 183,934	$ 347,963	$ 334,993
Statutory income tax rate	26.00%	26.00%	26.00%
Expected income tax benefit	$ 47,823	$ 90,470	$ 87,098
Items not deductible for income tax purposes	0	0	(81)
Change in timing differences	(18,429)	783	57,063
Underprovided in prior years	(29,394)	(89,688)	(144,080)
Unrecognized benefit of deferred tax assets	0	0	0
Income tax expense	$ 0	$ 0	$ 0

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INCOME TAXES (Details 1) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 1
Excess of unused exploration expenditures over carrying value of mineral property interests	$ 2,656,167	$ 2,656,167
Excess of undepreciated capital cost over carrying value of fixed assets	650,381	650,381
Non-refundable mining investment tax credits	988	988
Long-term investment	400,000	400,000
Share issue cost	0	9,600
Non-capital losses carried forward	3,786,737	3,664,085
Capital losses carried forward	993,649	993,649
Unrecognized deductible temporary differences	$ 8,487,922	$ 8,374,870

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INCOME TAXES (Details 2) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Taxes Details 2
2027	$ 590,000	$ 590,000
2028	306,000	306,000
2029	487,000	487,000
2030	454,000	454,000
2031	336,000	333,000
2032	122,000	163,000
2033	213,000	172,000
2034	457,000	457,000
2035	344,000	344,000
2036	284,000	358,000
2037	194,000	0
Unrecognized unused non-capital tax losses	$ 3,787,000	$ 3,664,000

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INCOME TAXES (Details Narrative) - CAD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes Details Narrative
Statutory income tax rate	26.00%	26.00%	26.00%
Net capital losses carried forward	$ 994,000
Available resource-related deductions carried forward	$ 2,656,000

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COMMITMENTS (Details Narrative) - CAD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Commitments
Base Rent	$ 121,396
Lease Term	3 years
Annual operating costs	$ 88,000	$ 220,311	$ 347,963	$ 334,993
Lease expire date	Apr. 30, 2017
Office basic rent and operating costs	$ 28,800
Office support services expenses	$ 7,000

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FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (Details Narrative) - CAD ($)	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financial Instruments And Risk Management
Cash	$ 891	$ 1,312	$ 783
Current liabilities	$ 952,802	$ 1,170,027

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EVENT AFTER REPORTING PERIOD (Details Narrative)	12 Months Ended
	Dec. 31, 2017 CAD ($) $ / shares shares
Event After Reporting Period
Warrants purchase, Share | shares	500,000
Exercise Price | $ / shares	$ 0.135
Proceed from warrants | $	$ 67,500