UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2017

OR

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

For the transition period from ______________ to ______________

 

Commission File Number 001-37402

 

Till Capital Ltd.

(Exact name of registrant as specified in its Charter)

 

Bermuda (State or Other Jurisdiction of Incorporation or Organization)

Not Applicable (I.R.S. Employer Identification Number)

Crawford House

50 Cedar Avenue

Hamilton, HM11, Bermuda

(Address of Principal Executive Offices, Including Zip Code)

 

(208) 635-5415

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

______________________

 

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 90 days.

 

YES

X

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 (§ 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

X

NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     ☐		Accelerated filer  ☐
Non-accelerated filer       ☐	(Do not check if a smaller reporting company)	Smaller reporting company  ☒
		Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

YES				NO	X

 

As of May 12, 2017, the registrant had 3,350,284 restricted voting shares outstanding.

 

TILL CAPITAL LTD.

TABLE OF CONTENTS

 

 

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)			1
	Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016			1
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three Months Ended March 31, 2017 and 2016			2
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016			3
	Notes to Unaudited Interim Condensed Consolidated Financial Statements			4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations			14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			20
Item 4.	Controls and Procedures			20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings			21
Item 1A.	Risk Factors			21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			21
Item 3.	Defaults Under Senior Securities			21
Item 4.	Mine Safety Disclosures			21
Item 5.	Other Information			21
Item 6.	Exhibits			22
	Signatures			23

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

TILL CAPITAL LTD.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2017 and 2016

(Unaudited)

 

 

 

 

 

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations.

 

The following should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and Till’s consolidated financial statements for the year ended December 31, 2016 included in Till’s Annual Report on Form 10-K as filed with the SEC (the “2016 Report”).

 

Cautionary Statement for Forward-Looking Information

 

Certain statements in this Quarterly Report on Form 10-Q (this “Report”) of Till Capital Ltd. ("Till," "we," "us" or "our"), including statements in this MD&A, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often, but not always, using phrases such as “expects” or “does not expect,” “is expected,” “anticipates”, or “does not anticipate,” “plans,” “scheduled,” “forecasts,” “estimates,” “believes,” “intends,” or variations of such words and phrases or stating that certain actions, events, or results “may,” “could,” “would,” “might,” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements. Those forward-looking statements are based on the beliefs of our management, as well as on assumptions that such management believes to be reasonable, based on information currently available at the time such statements were made. Forward-looking statements speak only as of the date they are made, and we assume no duty to, and do not undertake to, update forward-looking statements.

 

Any or all forward-looking statements may turn out to be wrong, and, accordingly, Till cautions readers not to place undue reliance on such statements. Till bases these statements on current expectations and the current economic environment as of the date of this Report. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance; actual results could differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks and uncertainties that may be important in determining Till’s actual future results and financial condition.

 

Factors that could cause actual results to differ materially from any results projected, forecasted, estimated, or budgeted or that may materially and adversely affect our actual results include but are not limited to (i) the cyclical nature of the insurance and reinsurance markets, (ii) fluctuations in the number and severity of insurance claims, (iii) our ability to purchase reinsurance on favorable terms when required, (iv) changes in the legal and regulatory environment in the U.S., Canada or Bermuda, (v) changes in insurance industry trends and significant industry developments, (vi) the effect of emerging claim and coverage issues on our business, (vii) any suspension or revocation of RRL’s or Omega’s reinsurance/insurance license, (viii) fluctuations in interest rates that could have an impact on our ability to generate investment income, (ix) our ability to access capital when needed, and (x) changes in ratings by ratings agencies of Till and/or its insurance company subsidiaries.  For additional information, see pages 1-3 and Part I, Item 1A. Risk Factors in the 2016 Report.

 

Overview

 

Till is an insurance holding company domiciled in Bermuda. Through Till’s two wholly-owned insurance subsidiaries, RRL and Omega, we provide property and casualty insurance and reinsurance business. Till operates in a single segment, specifically insurance.

 

RRL, a Bermuda domiciled company, was organized to offer reinsurance coverage to a select group of insurance companies, e.g., captive insurers, privately-held insurers, and other global insurers and reinsurers. RRL entered into its initial reinsurance contracts effective December 31, 2014. Those initial reinsurance contracts were novated in September 2015. RRL currently does not have any active reinsurance contracts in force. RRL intends to participate in reinsurance contracts using the Multi-Strat Re platform to underwrite medium- to long-term property and casualty business, as acceptable opportunities are identified. RRL’s primary sources of income are reinsurance premiums and investment income. RRL also owns 64% of the outstanding shares of Silver Predator Corp., a Canadian-based junior mineral exploration company that has historically been engaged in exploring for and developing economically viable silver, gold, and tungsten deposits in Canada and the United States, with a focus on Nevada and Idaho.

 

Omega, a Canada domiciled company, underwrites direct and reinsurance business. As a reinsurer, Omega provides assumption reinsurance to insurance companies that want to exit the Canadian market, and to insurance companies that want to transfer all of their remaining claim liabilities on particular books of business; those arrangements are commonly referred to as “run-off” or “loss portfolio transfer” assumption business. Omega also is a primary insurer, direct writer, for insurance companies looking to write Canadian business, but lacking the appropriate Canadian insurance licenses. In that capacity, Omega acts as the direct writer, or fronting company, for a specific insurance company and typically will cede most or all of that fronted business to that insurer. Omega has three sources of revenue, namely, (i) premiums on portfolio transfer transactions and fees related to managing Canadian branch offices in “run-off”, (ii) assumption reinsurance, including servicing fees in certain transactions, and (iii) premiums on direct business.

 

Till’s other subsidiaries include Till Management Company (“TMC”), Golden Predator US Holding Corp. (“GPUS”), and Focus. TMC provides investment advisory and investment management services, and GPUS provides personnel services, financial accounting, corporate and compliance, and other back-office support to Till and its subsidiaries, and Focus provides management services to Omega and consulting and management services to third-party insurers.

 

The discussion of Till's financial condition and results of operations that follows is intended to provide summarized information to assist the reader in understating Till's condensed consolidated financial statements, as well as to provide explanations as regards the primary factors that accounted for those financial statement changes from year to year and quarter to quarter. This discussion should be read in conjunction with Till's condensed consolidated financial statements that appear in Part I, Item 1 of this Report.

 

Critical Accounting Estimates

 

When Till prepares its condensed consolidated financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States of America ("GAAP"), Till must make estimates and assumptions about future events that affect the amounts reported. Certain of those estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because Till continuously evaluates those estimates and assumptions based on a variety of factors, actual results could materially differ from Till's estimates and assumptions if changes in one or more factors require Till to make accounting adjustments. During the three months ended March 31, 2017, Till reassessed its critical accounting policies and estimates as disclosed within the 2016 Report; Till has made no material changes or additions with regard to such policies and estimates.

 

Results of Operations - Three month period ended March 31, 2017 compared with three month period ended March 31, 2016.

 

The following table summarizes Till’s consolidated results of operations for the quarters indicated:

 

		Three Months Ended March 31
		2017				2016
Revenue:
Insurance premiums written		$	19,833,312			$	9,942,138
Insurance premiums ceded to reinsurers			(18,434,476	)			(9,617,102	)
Change in unearned premiums			(1,105,436	)			(177,392	)
Net premiums earned			293,400				147,644
Investment income, net			965,351				45,288
Gain on sale of property, plant, and equipment			4,500				43,000
Other revenue			160,170				169,774
Total Revenue			1,423,421				405,706
Expenses:
Losses and loss adjustment expenses, net			318,031				211,338
General and administrative expenses			581,164				465,658
Salaries and benefits			295,845				555,861
Stock-based compensation			19,751				8,326
Mining related expenses and property impairment			11,032				11,417
Foreign exchange gain			(4,359	)			(235,010	)
Interest and other expense			2,565				5,550
Total Expenses			1,224,029				1,023,140
Income (loss) before income taxes and equity loss on equity method investment			199,392				(617,434	)
Current income tax expense			(10,946	)			(55,761	)
Deferred income tax benefit			46,449				82,736
Loss on equity method investment			(15,686	)			(8,581	)
Net income (loss)		$	219,209			$	(599,040	)
Income (loss) attributable to:
Shareholders of Till Capital Ltd.			210,103				(641,955	)
Non-controlling interests			9,106				42,915
Net income (loss)		$	219,209			$	(599,040	)
Basic and diluted income (loss) per share of Till Capital Ltd.		$	0.06			$	(0.19	)
Weighted average number of shares outstanding			3,350,284				3,429,284

 

Revenue

 

Insurance premiums written

 

Insurance premiums written increased from $9.9 million for the three months ended March 31, 2016 to $19.8 million for the three months ended March 31, 2017. That increase in insurance premiums relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, as well as growth in another of Omega's insurance programs.

 

Insurance premiums ceded to reinsurers

 

Insurance premiums ceded to reinsurers increased from $9.6 million for the three months ended March 31, 2016 to $18.4 million for the three months ended March 31, 2017. That increase in insurance premiums ceded to reinsurers relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, as well as growth in another of Omega's insurance programs.

 

Change in unearned premiums

 

Change in unearned premiums increased from $0.2 million for the three months ended March 31, 2016 to $1.1 million for the three months ended March 31, 2017. That increase in change in unearned premiums relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, as well as growth in another of Omega's insurance programs.

 

Investment income, net

 

Investment income, inclusive of net realized investment gains and losses, increased from $0.05 million for the three months ended March 31, 2016 to $0.97 million for the three months ended March 31, 2017. That increase in net investment income was due to trading of futures and options strategies, and an increase in the market value of a legacy natural resource investment that was liquidated during 2017 as part of Till’s ongoing business strategy to focus on the insurance industry.

 

Gain on sale of property, plant, and equipment

 

Gain on sale of property, plant, and equipment decreased from $43,000 for the three months ended March 31, 2016 to $4,500 for the three months ended March 31, 2017. That decrease in gain on sale of property, plant, and equipment was due to fewer sales of property, plant, and equipment during the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Total revenue

 

Total revenue increased from $0.4 million for the three months ended March 31, 2016 to $1.4 million for the three months ended March 31, 2017. That increase in total revenue was due principally to increased investment income as well as increased net premiums earned for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Expenses

 

Losses and loss adjustment expenses, net

 

Losses and loss adjustment expenses net of amounts ceded to reinsurers increased from $0.2 million for the three months ended March 31, 2016 to $0.3 million for the three months ended March 31, 2017. That increase in loss and loss adjustment expenses net of amounts ceded to reinsurers was due to higher adverse development on prior-year claims incurred in the three months ended March 31, 2017 as compared to the three months ended March 31, 2016.

 

General and administrative expenses

 

General and administrative expenses increased from $0.5 million for the three months ended March 31, 2016 to $0.6 million for the three months ended March 31, 2017. That increase in general and administrative expenses was due to higher professional fees for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Salaries and benefits

 

Salaries and benefits decreased from $0.6 million for the three months ended March 31, 2016 to $0.3 million for the three months ended March 31, 2017. That decrease in salaries and benefits resulted principally from a one-time payment to Till's former CFO during the three months ended March 31, 2016.

 

Foreign exchange gain

 

Foreign exchange gain decreased from $0.24 million for the three months ended March 31, 2016 to $4,359 for the three months ended March 31, 2017. That decrease in foreign exchange gain is due to less strengthening of the Canadian dollar compared to the U.S. dollar for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Income tax benefit

 

Income tax benefit increased from $26,975 for the three months ended March 31, 2016 to $35,503 for the three months ended March 31, 2017. That increase in income tax benefit was due to a decrease in current income tax expense from $55,761 for the three months ended March 31, 2016 to $10,946 for the three months ended March 31, 2017; partially offset by the smaller increase in the deferred tax asset at Omega for the three months ended March 31, 2017 of $46,449 compared to $82,736 for the three months ended March 31, 2016.

 

Net income (loss)

 

Net income increased from a net loss of $0.6 million for the three months ended March 31, 2016 to net income of $0.2 million for the three months ended March 31, 2017. That increase in net income was due principally to increased investment income and net premiums earned for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, and decreased salaries and benefits for the three months ended March 31, 2017 compared to the three months ended March 31, 2016. The increase in net income was partially offset by higher net losses and loss adjustment expenses and general and administrative expenses, and decreased gain on foreign exchange for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.

 

Financial Condition - March 31, 2017 compared with December 31, 2016.

 

		March 31, 2017				December 31, 2016
Cash and cash equivalents		$	9,081,806			$	5,320,208
Investments			15,452,267				16,769,265
Unpaid losses and loss adjustment expenses ceded			7,458,031				7,058,004
Unearned premiums ceded			9,067,488				1,614,803
Premiums receivable and reinsurance recoverables			9,579,875				2,391,427
Deferred policy acquisition costs			1,335,685				498,889
Assets held for sale			4,548,191				4,543,239
Promissory note receivable			1,464,591				2,410,494
Other assets			1,848,985				1,848,801
Deferred income tax asset			629,602				583,153
Goodwill			3,007,022				2,980,819
Total assets		$	63,473,543			$	46,019,102
Reserve for unpaid losses and loss adjustment expenses		$	13,696,995			$	13,212,366
Unearned premiums			10,793,169				2,283,118
Reinsurance payables			10,518,520				3,193,409
Accounts payable and accrued liabilities			1,488,417				1,143,825
Other liabilities			1,396,136				397,103
Total liabilities		$	37,893,237			$	20,229,821
Total shareholders’ equity		$	25,580,306			$	25,789,281

 

Cash and cash equivalents and investments

 

Cash and cash equivalents ($9.1 million) and investments ($15.5 million) totaled $24.6 million at March 31, 2017 as compared to cash and cash equivalents ($5.3 million) and investments ($16.8 million) that totaled $22.1 million at December 31, 2016. That increase in cash and cash equivalents resulted from the sale of investments and the receipt of a payment on a note receivable. The decline in investments resulted from maturities in investments in the normal course of business and sales of natural resource investments.

 

Unearned premiums ceded

 

Unearned premiums ceded totaled $9.1 million at March 31, 2017 as compared to $1.6 million at December 31, 2016. That increase in unearned premiums ceded relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, growth in another of Omega's insurance programs, and fluctuations resulting from renewals occurring during the three months ended March 31, 2017 for insurance policies renewed under Omega's other insurance programs.

 

Premiums receivable and reinsurance recoverables

 

Premiums receivable and reinsurance recoverables totaled $9.6 million at March 31, 2017 as compared to $2.4 million at December 31, 2016. That increase in premiums receivable and reinsurance recoverables relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, and growth in another of Omega's insurance programs.

 

Deferred policy acquisition costs ("DPAC")

 

DPAC totaled $1.3 million at March 31, 2017 as compared to $0.5 million at December 31, 2016. That increase in DPAC relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, and growth in Omega's other insurance programs.

 

 

		March 31, 2017				December 31, 2016
Balance, beginning of period		$	498,889			$	465,472
Acquisition costs deferred			3,731,169				11,110,040
Amortization of DPAC			(2,894,373	)			(11,076,623	)
Balance, end of period		$	1,335,685			$	498,889

 

Reserve for unpaid losses and loss adjustment expenses

 

Reserve for unpaid losses and loss adjustment expenses totaled $13.7 million at March 31, 2017 as compared to $13.2 million at December 31, 2016. That increase in reserve for unpaid losses and loss adjustment expenses is in the normal course of business and was due to incurred claims being higher than paid claims during the three months ended March 31, 2017.

 

Unearned premiums

 

Unearned premiums totaled $10.8 million at March 31, 2017 as compared to $2.3 million at December 31, 2016. That increase in unearned premiums relates primarily a new insurance program at Omega during the three months ended March 31, 2017, significant growth in another of Omega's insurance programs, and fluctuations resulting from renewals occurring during the three months ended March 31, 2017 for insurance policies renewed under Omega's other insurance programs.

 

Reinsurance payables

 

Reinsurance payables totaled $10.5 million at March 31, 2017 as compared to $3.2 million at December 31, 2016. That increase in reinsurance payables relates primarily to a new insurance program at Omega during the three months ended March 31, 2017, and growth in Omega's other insurance programs.

 

Accounts payable and accrued liabilities

 

Accounts payable and accrued liabilities totaled $1.5 million at March 31, 2017 as compared to $1.1 million at December 31, 2016. That increase in accounts payable and accrued liabilities relates primarily to increased securities sold-short as of March 31, 2017 compared to December 31, 2016.

 

Other liabilities

 

Other liabilities totaled $1.4 million at March 31, 2017 as compared to $0.4 million at December 31, 2016 and is comprised mostly of unearned premiums at Omega. That increase in other liabilities related primarily to a new insurance program at Omega during the three months ended March 31, 2017, and growth in Omega's other insurance programs.

 

Liquidity and Capital Resources

 

Cash Flows

 

		Three Months Ended March 31
		2017				2016
Net cash provided by (used in):
Operating activities		$	1,094,716			$	139,445
Investing activities			1,676,805				(550,565	)
Financing activities			913,879				—
Increase (decrease) in cash and cash equivalents			3,685,400				(411,120	)
Effects of foreign exchange			76,198				536,367
Cash and cash equivalents, beginning of period			5,320,208				1,519,881
Cash and cash equivalents, end of period		$	9,081,806			$	1,645,128

 

 

Operating activities

 

Net cash provided by operating activities was $1.1 million for the three months ended March 31, 2017 as compared to $0.1 million for the three months ended March 31, 2016, a change of $1.0 million. That increase in cash provided by operating activities in the three months ended March 31, 2017 compared to the three months ended March 31, 2016 is primarily due an increase in unearned premiums for the three months ended March 31, 2017.

 

Investing activities

 

Net cash provided by investing activities was $1.7 million for the three months ended March 31, 2017 as compared to cash used of $0.6 million for the three months ended March 31, 2016. That increase is primarily the result of net sales of investments that contributed $1.8 million in positive cash flow for the three months ended March 31, 2017 and in the cash outflow of $0.7 million for the three months ended March 31, 2016 from net purchases of investments.

 

Financing activities

 

Net cash provided by financing activities amounted to $0.9 million for the three months ended March 31, 2017 as compared to $-0- for the three months ended March 31, 2016. The source of cash for the three months ended March 31, 2017 was the receipt of $0.9 million on a note receivable.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2017, Till did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

 

Contractual Obligations

 

Not applicable.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable.

 

Item 4. Controls and Procedures.

 

Till’s management evaluated, with the participation of Till’s principal executive and principal financial officers, the effectiveness of Till's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act") as of March 31, 2017.  Based on their evaluation, Till’s principal executive and principal financial officers concluded that Till’s disclosure controls and procedures were effective as of March 31, 2017. There has been no change in Till’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2017 that has materially affected, or is reasonably likely to materially affect, Till's internal control over financial reporting.

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Till is party to various litigation matters in the ordinary course of business. Till cannot estimate with certainty its ultimate legal and financial liability with respect to our pending litigation matters. However, Till believes, based on its knowledge of such matters, that its ultimate liability with respect to those matters will not have a material adverse effect on Till's financial position, results of operations, or cash flows.

 

Item 1A. Risk Factors.

 

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in the 2016 Report, including those set forth on pages 1-3 and discussed in Part I, “Item 1A. Risk Factors”, that could materially affect Till's business, results of operations, or financial condition. Till may also be subject to additional risks and uncertainties not currently known to Till or that Till currently deems to be immaterial that may prove to materially adversely affect Till's business, results of operations, or financial condition.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults Upon Senior Securities.

 

None

 

Item 4. Mine Safety Disclosures.

 

None

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

2.1		Arrangement Agreement, dated as of February 18, 2014, between Americas Bullion Royalty Corp. and Resource Holdings Ltd. (incorporated by reference to Exhibit 4.11 to Form 20-F filed on March 13, 2015).
3.1		Memorandum of Association of Resource Holdings Ltd. (incorporated by reference to Exhibit 1.1 to Form 20-F filed on March 13, 2015).
3.2		Bye-laws of Till Capital Ltd. (incorporated by reference to Exhibit 1.2 to Form 20-F filed on March 13, 2015).
4.1		Specimen of Restricted Voting Share Certificate (incorporated by reference to Exhibit 4.1 to Form 10-K filed on April 17, 2017).
31.1		Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Financial statements from the Quarterly Report on Form 10-Q of Till Capital Ltd. as of and for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language ("XBRL"), namely, (i) the Condensed Consolidated Balance Sheets at March 31, 2017 and December 31, 2016, (ii) the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2017 and 2016, (iii) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016, and (iv) the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

		TILL CAPITAL LTD. (Registrant)
Date: May 12, 2017	By:	/s/ Brian P. Lupien
		Brian P. Lupien
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

 

 

 

 

 

 

 

23

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