Quarterly Report (10-q)

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 September 30, 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)

 

[phone]

(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 November 14, 2017, the registrant had 3,350,284 restricted voting shares outstanding.

 

 

 

 

TILL CAPITAL LTD.

TABLE OF CONTENTS

 

 

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2017 and 2016	2
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	3
	Notes to Interim Condensed Consolidated Financial Statements	4
	Note 1 - Basis of presentation	4
	Note 2 - Significant accounting policies	4
	Note 3 - Assets and liabilities held for sale	5
	Note 4 - Promissory note receivable	7
	Note 5 - Investments	7
	Note 6 - Unpaid losses, loss adjustment expenses, and amounts ceded	12
	Note 7 - Unearned premiums	13
	Note 8 - Deferred policy acquisition costs	13
	Note 9 - Royalty and mineral interests	13
	Note 10 - Income (loss) per share	14
	Note 11 - Discontinued operations	15
	Note 12 - Segment data	16
	Note 13 - Related party disclosures	16
	Note 14 - Capital management	16
	Note 15 - Contingencies	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Interim Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Under Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signatures	27

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		September 30, 2017				December 31, 2016
			(Unaudited)				(Audited)
Assets
Cash and cash equivalents		$	4,686,049			$	2,020,265
Investments (Note 5)			1,826,916				2,813,290
Investment, equity method (Note 5)			1,194,318				1,248,491
Assets held for sale (Notes 3)			61,897,293				32,399,399
Promissory note receivable (Note 4)			—				2,410,494
Property, plant, and equipment ("PP&E")			14,314				22,605
Royalty and mineral interests (Note 9)			446,952				1,003,373
Goodwill			2,235,251				2,980,819
Other assets			975,417				1,120,366
Total Assets		$	73,276,510			$	46,019,102
Liabilities
Liabilities held for sale (Notes 3)		$	50,275,870			$	20,061,820
Accounts payable and accrued liabilities			141,902				168,002
Total liabilities			50,417,772				20,229,822
Contingencies (Note 15)
Shareholders' equity
Common stock			3,350				3,350
Additional paid in capital			31,551,542				31,532,168
Treasury stock			(248,951	)			(248,951	)
Accumulated other comprehensive loss			(1,645,304	)			(1,685,517	)
Deficit (excluding $105,305,060 reclassified to additional paid in capital in the December 31, 2014 quasi-reorganization)			(6,881,721	)			(5,566,730	)
Equity attributable to shareholders of Till Capital Ltd.			22,778,916				24,034,320
Non-controlling interests in Silver Predator Corp.			79,822				1,754,960
Total shareholders’ equity			22,858,738				25,789,280
Total liabilities and shareholders' equity		$	73,276,510			$	46,019,102

 

 

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

 

1

 

 

TILL CAPITAL LTD.

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

(Unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Revenue (loss)
Investment income (loss), net (Note 5)		$	(502,320	)		$	1,506,744			$	(90,185	)		$	2,207,080
Gain on sale of mineral interests and PP&E			—				48,958				1,075,335				91,958
Other revenue			—				—				50,000				40,000
Total revenue (loss)			(502,320	)			1,555,702				1,035,150				2,339,038
Expenses
General and administrative expenses			247,421				371,024				1,261,175				1,209,929
Salaries and benefits			98,370				96,838				319,717				584,598
Stock-based compensation			3,092				1,834				26,619				26,941
Mining related expenses and property impairment			150,003				51,935				178,636				76,456
Foreign exchange (gain) loss			37,289				36,167				59,309				(195,517	)
Interest and other (income) expense			1,663				(8	)			5,862				(26,247	)
Total expenses			537,838				557,790				1,851,318				1,676,160
Income (loss) from continuing operations before loss on equity method investment			(1,040,158	)			997,912				(816,168	)			662,878
Loss on equity method investment (Note 5)			(3,890	)			(7,042	)			(54,173	)			(19,470	)
Income (loss) from continuing operations			(1,044,048	)			990,870				(870,341	)			643,408
Income (loss) from discontinued operations (Notes 3, 5, and 11)
Income (loss) from discontinued operations including loss on assets and liabilities held for sale			(1,942,293	)			(24,012	)			(1,977,376	)			179,615
Income (loss) from discontinued operations			(1,942,293	)			(24,012	)			(1,977,376	)			179,615
Net income (loss)		$	(2,986,341	)		$	966,858			$	(2,847,717	)		$	823,023
Net income (loss) attributable to:
Shareholders of Till Capital Ltd.		$	(2,904,173	)		$	1,016,955			$	(2,761,291	)		$	854,249
Non-controlling interests			(82,168	)			(50,097	)			(86,426	)			(31,226	)
Net income (loss)		$	(2,986,341	)		$	966,858			$	(2,847,717	)		$	823,023
Other comprehensive income (loss):
Change in cumulative foreign exchange translation adjustment		$	395,065			$	(273,888	)		$	957,712			$	263,054
Change in net unrealized gains on available for sale investments			(137,166	)			(367,600	)			83,997				1,387,646
Reclassification adjustment for net realized gain on available for sale investments			—				(239,055	)			(1,001,496	)			(1,412,454	)
Other comprehensive income (loss)			257,899				(880,543	)			40,213				238,246
Net comprehensive income (loss)		$	(2,728,442	)		$	86,315			$	(2,807,504	)		$	1,061,269
Basic and diluted net income (loss) per share from continuing operations of Till Capital Ltd.		$	(0.29	)		$	0.31			$	(0.23	)		$	0.20
Basic and diluted net income (loss) per share from discontinued operations of Till Capital Ltd.		$	(0.58	)		$	(0.01	)		$	(0.59	)		$	0.05
Weighted average number of shares outstanding			3,350,284				3,399,922				3,350,284				3,418,526

 

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

 

2

 

 

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine Months Ended September 30,
		2017				2016
Cash flows from operating activities
Income (loss) for the period from continuing operations		$	(870,341	)		$	643,408
Adjustments to reconcile net income (loss) to net cash used in continuing operating activities:
Depreciation and amortization expense			256,956				170,774
Stock-based compensation			26,619				10,934
Gain on sale of property, plant, and equipment			(1,075,335	)			(80,458	)
Gain on investments			(541,283	)			(3,519,306	)
Loss on equity method investment			54,173				19,470
Other non-cash items, net			—				41,088
Changes in operating assets and liabilities in continuing operations:
Decrease in accounts payable and other liabilities			(15,237	)			(1,100,216	)
Other working capital changes			(62,256	)			(61,425	)
Net cash used in continuing operating activities			(2,226,704	)			(3,875,731	)
Net cash provided by (used in) discontinued operating activities			819,874				(2,329,816	)
Net cash used in operating activities			(1,406,830	)			(6,205,547	)
Cash flows from investing activities
Proceeds from sales of available for sale investments (Note 5)			1,335,452				2,194,499
Sales (purchases) of held for trading investments, net			(1,544,010	)			4,803,605
Proceeds from property option payments			215,000				—
Proceeds from sale of mineral properties			1,156,090				215,235
Sales of property, plant, and equipment, net			19,500				43,000
Development costs capitalization			(104,357	)			(202,081	)
Net cash provided by investing activities from continuing operations			1,077,675				7,054,258
Net cash provided by investing activities from discontinued operations			65,590				3,002,679
Net cash provided by investing activities			1,143,265				10,056,937
Cash flows from financing activities
Proceeds from note receivable (Note 4)			2,605,253				546,545
Proceeds received from private placement			—				574,498
Purchase of Till Capital Ltd. shares			—				(314,678	)
Net cash provided by financing activities			2,605,253				806,365
Increase in cash and cash equivalents			2,341,688				4,657,755
Effect of foreign exchange rate changes on cash and cash equivalents			732,648				315,834
Change of cash in assets held for sale for discontinued operations			(408,552	)			(3,175,662	)
Cash and cash equivalents, beginning of period			2,020,265				1,007,616
Cash and cash equivalents, end of period		$	4,686,049			$	2,805,543
Supplemental cash flow information:
Income taxes paid, net		$	98			$	39,129

 

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

 

3

 

 

TILL CAPITAL LTD.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three and nine months ended September 30, 2017 and 2016

(Unaudited)

 

1.

BASIS OF PRESENTATION

Basis of presentation and measurement

 

The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the accompanying interim condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the consolidated financial position of Till Capital Ltd. ("Till") and its subsidiaries at September 30, 2017 and December 31, 2016, the results of operations for the three and nine months ended September 30, 2017 and 2016, and cash flows for the nine months ended September 30, 2017 and 2016. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and notes thereto. Actual results could differ from those estimates.

 

The interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in Till's latest annual report on Form 10-K for the year ended December 31, 2016.

 

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Exchange rate comparisons at period end

US$1 = CDN$1.2480

US$1 = CDN$1.3143

US$1 = CDN$1.2480

US$1 = CDN$1.3143

Average exchange rate for the period

US$1 = CDN$1.2525

US$1 = CDN$1.3041

US$1 = CDN$1.3074

US$1 = CDN$1.3221

 

The exchange rate comparison at December 31, 2016 was US$1 = CDN$1.3427.

 

Basic and diluted income (loss) per restricted voting share is calculated on Till's income (loss) attributed to Till's shareholders divided by the weighted average number of Till shares outstanding during the period.

 

During the third quarter of 2017, Till initiated a plan to sell its wholly-owned subsidiary Omega Insurance Holdings, Inc. ("OIHI") including its subsidiaries Omega General Insurance Company ("Omega") and Focus Group, Inc. ("Focus") (collectively, "Holdings"), all of which are based in Canada. As a result of that decision, pursuant to GAAP, Holdings is required to be classified as held for sale and is also required to be considered a discontinued operation. However, during the potential sale process, OIHI, Omega, and Focus each continues to operate as a normal operation of Till.

 

Holdings was acquired by Till in May 2015. Till's management and board of directors believe that the sale of Holdings will allow Till to focus on increasing shareholder value and its original business strategy. Till has engaged an investment adviser to facilitate the sale of Holdings. There can be no assurance that the process will result in any transaction. As of November 14, 2017, Till has received various offers from qualified potential purchasers and is evaluating those offers. If a definitive agreement is negotiated, approved, and accepted by the board of directors, the completion of any sale is, subject to Canada regulatory approval requirements, expected to be completed within nine months of signing the definitive agreement.

 

2.

SIGNIFICANT ACCOUNTING POLICIES

There have been no changes during 2017 to Till's significant accounting policies described in Till's annual report on Form 10-K for the year ended December 31, 2016.

 

Accounting pronouncements

 

The recent accounting pronouncements described below have had or may have a significant effect on Till's condensed consolidated financial statements or on its disclosures on future adoption. Till does not discuss recent pronouncements that (i) are not anticipated to have an impact on Till or (ii) are unrelated to Till's financial condition, results of operations, or related disclosures.

 

In May 2014, the Financial Accounting and Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). Topic 606 provides guidance on revenue recognition for entities that enter into contracts with customers to transfer goods or services or enter into contracts for the transfer of nonfinancial assets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that represents the consideration that the entity expects to be entitled to in exchange for those goods or services. Additional disclosures are required to provide quantitative and qualitative information regarding the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Topic 606 is effective for annual reporting periods, and interim reporting periods within those annual periods, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Till is continuing to evaluate the impact of the new guidance on its consolidated financial statements and believes the new guidance will not have a significant impact on its financial statements.

 

4

 

 

In May 2015, the FASB issued ASU No. 2015-09, Financial Services - Insurance (Topic 944), that requires additional disclosures for short-duration insurance contracts. Till adopted those disclosures as of December 31, 2016, and has included, in Note 6, disclosures that provide more information about initial claim estimates and subsequent adjustments to those estimates, the methodologies and judgments used to estimate claims, and, if available, the timing, frequency, and severity of claims. This guidance requires a change in disclosure only and adoption of this guidance did not have any effect on Till's financial condition or results of operations.

 

In September 2015, the FASB issued ASU Topic 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments , that allows an entity to recognize adjustments to provisional amounts in a business combination in the reporting period in which the adjustment amounts are determined. Topic 805 is effective for fiscal year 2017. Till adopted this guidance beginning in the first quarter of 2017

 

In January 2016, the FASB issued ASU Topic 2016-01, Financial Statements - Overall (Topic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , that requires equity investments to be measured at fair value with changes in fair value recognized in income, use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument- specific credit risk, and eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. Topic 825-10 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods, with early adoption permitted for certain requirements. Till is assessing the impact of adopting this accounting standard on its consolidated financial statements and related disclosures.

 

In February 2016, the FASB issued ASU Topic 2016-02, Leases, that provides guidance that affects the recognition, measurement, presentation and disclosure of leases. This guidance requires substantially all leases to be reported on the balance sheet as right-to-use assets and lease liabilities, as well as additional disclosures. The standard is effective as of January 1, 2019, and early adoption is permitted. While Till has limited leasing activities, Till is in the early stages of evaluating the impact of the new guidance on its consolidated financial statements, but does not expect this accounting standard to have a significant effect on its financial statements or related disclosures.

 

In March 2016, the FASB issued ASU Topic 2016-09, Compensation-Stock Compensation (Topic718), that requires recognition of the excess tax benefits or deficiencies of share-based awards through net income rather than through additional paid in capital. Additionally, the guidance allows for an election to account for forfeitures related to share-based payments either as they occur or through an estimation method. Till adopted this guidance beginning in the first quarter of 2017 and it is not expected to have a significant impact on its consolidated financial statements.

 

In January 2017, the FASB issued ASU Topic 2017-04, Intangibles-Goodwill and Other, that provides updated guidance on goodwill impairment testing requiring entities to calculate the implied fair value of goodwill through a hypothetical purchase price allocation. Under the updated guidance, impairment will have to be recognized as the amount by which a reporting unit’s carrying value exceeds its fair value. The standard is effective for Till in the first quarter of 2020 on a prospective basis with early adoption permitted. Till is evaluating the impact of this guidance.

 

No other new accounting pronouncement issued or effective during 2017 had or is expected to have a material impact on Till's consolidated financial statements or disclosures.

 

3.

ASSETS AND LIABILITIES HELD FOR SALE

Omega Insurance Holdings, Inc.

 

Based on the planned sale of Holdings, as described in Note 1, as of September 30, 2017, Holdings is classified as assets and liabilities held for sale and is measured at the lower of its carrying amount or fair value less costs to sell. As such, as of September 30, 2017, Holdings assets and liabilities were valued at $57,361,587 and $50,275,556, respectively, which resulted in a valuation loss of $971,757 for the three and nine months ended September 30, 2017. The comparative assets and liabilities as of September 30, 2017 and December 31, 2016 were as follows:

 

5

 

 

 

		September 30, 2017				December 31, 2016
		(Unaudited)				(Audited)
Holdings assets held for sale:
Cash and cash equivalents		$	3,708,495			$	3,299,943
Investments (Note 5)			13,077,236				12,707,484
Unpaid losses and loss adjustment expenses ceded (Note 6)			9,517,496				7,058,004
Unearned premiums ceded (Note 7)			14,045,306				1,614,803
Premiums receivable and reinsurance recoverables			15,251,443				2,391,427
Deferred policy acquisition costs (Note 8)			2,071,587				498,889
Property, plant, and equipment ("PP&E")			29,113				30,070
Deferred income tax asset			—				583,153
Other assets			(339,089	)			(327,613	)
Total Holdings assets held for sale		$	57,361,587			$	27,856,160
Holdings liabilities held for sale:
Reserve for unpaid losses and loss adjustment expenses (Note 6)		$	16,058,789			$	13,212,366
Unearned premiums (Note 7)			16,521,336				2,283,118
Reinsurance payables			14,659,445				4,150,627
Unearned commissions			2,316,762				397,103
Other liabilities			719,224				—
Total Holdings liabilities held for sale		$	50,275,556			$	20,043,214

 

Springer Mining Company and the Taylor Mill

 

In the second quarter of 2015, Till's controlled subsidiary, Silver Predator Corp. ("SPD"), of which Till, through its wholly-owned subsidiary, Resource Re Ltd. ("RRL"), owns 64% of the outstanding shares, announced its intention to realize value from some of its assets by initiating a process to sell all, or part, of the tangible and mineral property assets at some of its properties in Nevada. SPD’s Board of Directors and management committed to a plan to sell Springer Mining Company ("SMC") and the Taylor Mill. Since initiating that process, active negotiations have been held related to those assets. However, there can be no assurance that the process will result in any transaction.

 

In January 2017, SPD, in exchange for the release of a related party debt owed to RRL, gave 100% of its full ownership of SMC to RRL. Ownership of SMC was, in turn, transferred to Till's wholly-owned subsidiary, Golden Predator US Holding Corp. ("GPUS"). The approximately $1.4 million impact of that transaction is included within the decrease in non-controlling interests. Till's Board of Directors and management are committed to a plan to sell SMC. Assets and liabilities held for sale as of September 30, 2017 and December 31, 2016 are as follows:

 

		September 30, 2017				December 31, 2016
		(Unaudited)				(Audited)
SMC assets held for sale:
Cash, accounts receivable, and prepaid expenses		$	5,501			$	23,399
Reclamation bonds			32,401				32,401
Prepaids			10,365				—
Mineral properties			488,871				488,871
Property, plant, and equipment			3,998,568				3,998,568
Total SMC assets held for sale		$	4,535,706			$	4,543,239
Total SMC liabilities held for sale		$	314			$	18,606

 

SPD's Taylor Mill assets had a book value of $nil at September 30, 2017 and December 31, 2016.

 

6

 

 

Total assets and liabilities held for sale

 

		September 30, 2017				December 31, 2016
Assets held for sale:
Holdings		$	57,361,587			$	27,856,160
SMC			4,535,706				4,543,239
Total assets held for sale		$	61,897,293			$	32,399,399
Liabilities held for sale:
Holdings		$	50,275,556			$	20,043,214
SMC			314				18,606
Total liabilities held for sale		$	50,275,870			$	20,061,820

 

4.

PROMISSORY NOTE RECEIVABLE

Till held a promissory note receivable from Golden Predator Mining Corp. ("GPY") with an original face amount of CDN$3,753,332 (US$2,570,950). That promissory note bore interest at 6% per annum to June 1, 2016, 8% per annum to June 1, 2017, 10% per annum to June 1, 2018, and 12% thereafter.

 

The first installment of CDN$717,450 (US$546,545) was received on May 25, 2016, the second installment of CDN$1,216,373 (US$913,879) was received on March 31, 2017, and the final payment of CDN$2,230,016 (US$1,651,374) was received on June 2, 2017.

 

That promissory note was initially recognized at fair value, and was subsequently carried at amortized cost using the effective interest rate method.

 

Carrying value of note at December 31, 2016		$	2,410,494
Interest			69,869
Payment on March 31, 2017			(913,879	)
Payment on June 2, 2017			(1,651,374	)
Amortization of discount			86,899
Foreign exchange loss			(2,009	)
Carrying value, September 30, 2017		$	—

 

5.

INVESTMENTS

The following tables summarize the differences between cost or amortized cost and fair value, by major investment category, at September 30, 2017 and December 31, 2016:

 

Investments

 

Held for trading investments

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
September 30, 2017:
Equity securities - natural resource sector		$	746,126			$	13,301			$	76,240			$	683,187
Equity securities - all other sectors			1,277,058				43,601				394,138				926,521
Total		$	2,023,184			$	56,902			$	470,378			$	1,609,708
December 31, 2016:
Equity securities - natural resource sector		$	642,914			$	4,515			$	134,536			$	512,893
Equity securities - all other sectors			1,712,874				—				394,404				1,318,470
Total		$	2,355,788			$	4,515			$	528,940			$	1,831,363

 

 

7

 

 

Available for sale investments

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
September 30, 2017:
Equity securities - natural resource sector			258,706				61,839				103,337				217,208
Total		$	258,706			$	61,839			$	103,337			$	217,208
December 31, 2016:
Equity securities - natural resource sector			335,267				661,555				14,895				981,927
Total		$	335,267			$	661,555			$	14,895			$	981,927

 

Total Investments

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
September 30, 2017:
Held for trading		$	2,023,184			$	56,902			$	470,378			$	1,609,708
Available for sale			258,706				61,839				103,337				217,208
Total		$	2,281,890			$	118,741			$	573,715			$	1,826,916
December 31, 2016:
Held for trading		$	2,355,788			$	4,515			$	528,940			$	1,831,363
Available for sale			335,267				661,555				14,895				981,927
Total		$	2,691,055			$	666,070			$	543,835			$	2,813,290

 

Investments included in assets held for sale

 

Held for trading investments

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
December 31, 2016:
Equity securities - all other sectors			115,763				—				1,144				114,619
Total		$	115,763			$	—			$	1,144			$	114,619

 

Available for sale investments

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
September 30, 2017:
Canadian government bonds and provincial bonds		$	8,466,997			$	—			$	53,201			$	8,413,796
Equity securities - bond funds			4,829,317				—				165,877				4,663,440
Total		$	13,296,314			$	—			$	219,078			$	13,077,236
December 31, 2016:
Canadian government bonds and provincial bonds		$	8,114,813			$	58,709			$	6			$	8,173,516
Equity securities - bond funds			4,467,788				—				48,439				4,419,349
Total		$	12,582,601			$	58,709			$	48,445			$	12,592,865

 

Total investments included in assets held for sale

 

		Amortized Cost				Unrealized Gains				Unrealized Losses				Fair Value
September 30, 2017:
Held for trading		$	—			$	—			$	—			$	—
Available for sale			13,296,314				—				219,078				13,077,236
Total		$	13,296,314			$	—			$	219,078			$	13,077,236
December 31, 2016:
Held for trading		$	115,763				—			$	1,144			$	114,619
Available for sale			12,582,601				58,709				48,445				12,592,865
Total		$	12,698,364			$	58,709			$	49,589			$	12,707,484

 

 

8

 

 

Realized gain (loss) on investments, net

 

Till calculates the gain or loss realized on the sale of investments by comparing the sales price (fair value) to the cost or amortized cost of the security sold. Till determines the cost or amortized cost of the bonds sold using the specific-identification method and all other securities sold using the average cost method.

 

Held for trading investments

 

The net gain (loss) from held for trading investments was $(211,662) and $912,161 for the three months ended September 30, 2017 and 2016, respectively. The net gain (loss) from held for trading investments was $(305,972) and $1,035,758 for the nine months ended September 30, 2017 and 2016, respectively.

 

Available for sale investments

 

		Three Months Ended September 30,
		2017								2016
		Gains				Fair Value at Sale				Gains (Losses)				Fair Value at Sale
Equities		$	—			$	—			$	281,785			$	527,507
Total realized gains		$	—			$	—			$	281,785			$	527,507

 

		Nine Months Ended September 30,
		2017								2016
		Gains				Fair Value at Sale				Gains (Losses)				Fair Value at Sale
Equities		$	1,001,496			$	1,335,452			$	1,429,623			$	2,077,635
Total realized gains			1,001,496				1,335,452				1,429,623				2,077,635
Equities			—				—				(16,958	)			116,864
Total realized losses			—				—				(16,958	)			116,864
Net realized gains		$	1,001,496			$	1,335,452			$	1,412,665			$	2,194,499

 

Available for sale investments included in assets held for sale

 

The following tables summarize Till's fixed maturities by contractual maturity periods. Actual results may differ as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturity of those obligations.

 

		September 30, 2017
		Amortized Cost				Percent of Total				Fair Value				Percent of Total
Due in one year or less		$	3,308,710				25	%		$	3,403,567				26	%
Due after one year through five years			7,460,626				56				7,185,247				55
Due after five years through 10 years			2,526,978				19				2,488,422				19
Due after ten years			—				—				—				—
Total		$	13,296,314				100	%		$	13,077,236				100	%

 

		December 31, 2016
		Amortized Cost				Percent of Total				Fair Value				Percent of Total
Due in one year or less		$	2,063,193				16	%		$	2,064,575				16	%
Due after one year through five years			8,309,375				66				8,429,796				66
Due after five years through 10 years			2,210,033				18				2,213,113				17
Due after ten years			—				—				—				—
Total		$	12,582,601				100	%		$	12,707,484				100	%

 

 

9

 

 

Net change in unrealized gain (loss) on investments

 

Available for sale investments (including available for sale investments included in assets held for sale)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Canadian government and provincial bonds			(71,331	)			58,230				(212,288	)			64,956
Equity securities - bond funds			(57,584	)			(4,612	)			(117,438	)			(16,874	)
Equity securities			(8,251	)			(660,273	)			(587,773	)			(72,890	)
Included in accumulated other comprehensive loss		$	(137,166	)		$	(606,655	)		$	(917,499	)		$	(24,808	)

 

Net interest and dividends

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Net interest and dividends		$	11,046			$	81,432			$	202,606			$	214,204
Investment related expenses			(301,704	)			(266,675	)			(988,315	)			(793,231	)
Total		$	(290,658	)		$	(185,243	)		$	(785,709	)		$	(579,027	)

 

Investment income (loss), net

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Net gain (loss) on held for trading securities		$	(211,662	)		$	912,161			$	(305,972	)		$	1,035,758
Net realized gain on available for sale securities			—				281,785				1,001,496				1,412,665
Change in unrealized loss on derivative liability			—				498,041				—				337,684
Net investment expense			(290,658	)			(185,243	)			(785,709	)			(579,027	)
Total		$	(502,320	)		$	1,506,744			$	(90,185	)		$	2,207,080

 

Fair value

 

The following table presents information about Till’s investments measured at fair value on a recurring basis.

 

		September 30, 2017
		Total				Level 1				Level 2				Level 3
Equity securities			1,826,916				1,783,615				43,301				—
Total investments		$	1,826,916			$	1,783,615			$	43,301			$	—

 

		December 31, 2016
		Total				Level 1				Level 2				Level 3
Equity securities			2,813,290				2,580,326				232,964				—
Total investments		$	2,813,290			$	2,580,326			$	232,964			$	—

 

The following table presents information about Till’s investments included in assets held for sale measured at fair value on a recurring basis.

 

		September 30, 2017
		Total				Level 1				Level 2				Level 3
Canadian government bonds and provincial bonds		$	13,077,236			$	4,663,440			$	8,413,796			$	—
Total investments		$	13,077,236			$	4,663,440			$	8,413,796			$	—

 

		December 31, 2016
		Total				Level 1				Level 2				Level 3
Canadian government bonds and provincial bonds		$	12,592,865			$	4,419,349			$	8,173,516			$	—
Equity securities			114,619				114,619				—				—
Total investments		$	12,707,484			$	4,533,968			$	8,173,516			$	—

 

 

10

 

 

Unrealized investment losses on available for sale investments

 

The following table presents an aging of Till’s unrealized investment losses on available for sale investments by investment class as of September 30, 2017 and December 31, 2016.

 

		Less than Twelve Months												Twelve Months or More
		Number of Securities				Gross Unrealized Losses				Fair Value				Number of Securities				Gross Unrealized Losses				Fair Value
September 30, 2017:
Equity security - natural resource sector			1				86,136				70,173				1				17,201				—
Total			1				86,136				70,173				1				17,201				—
December 31, 2016:
Equity security - natural resource sector			—				—				—				1				14,895				—
Total			—			$	—			$	—				1			$	14,895			$	—

 

Unrealized investment losses on available for sale investments included in assets held for sale

 

The following table presents an aging of Till’s unrealized investment losses on available for sale investments included in assets held for sale by investment class as of September 30, 2017 and December 31, 2016.

 

		Less than Twelve Months												Twelve Months or More
		Number of Securities				Gross Unrealized Losses				Fair Value				Number of Securities				Gross Unrealized Losses				Fair Value
September 30, 2017:
Canadian government bonds			—			$	—			$	—				20			$	53,201			$	8,413,795
Equity securities - bond funds			—				—				—				2				165,877				4,663,440
Total			—				—				—				22				219,078				13,077,235
December 31, 2016:
Canadian government bond			1			$	6			$	186,165				—			$	—			$	—
Equity securities - bond funds			—				—				—				2				48,439				4,419,349
Total			1			$	6			$	186,165				2			$	48,439			$	4,419,349

 

Equity Investment in Limited Liability Company

 

Till, through RRL, has an investment in IG Copper LLC (“IGC”) that is accounted for under the equity method of accounting that is summarized as follows:

 

		September 30, 2017				December 31, 2016
Balance, beginning of period		$	1,248,491			$	1,089,570
Additional investments			—				219,179
Share of accumulated equity method losses			(54,173	)			(60,258	)
Balance, end of period		$	1,194,318			$	1,248,491
Till's ownership percentage			3.51	%			3.59	%

 

On December 17, 2016, Till, through RRL, entered into an unsecured loan agreement with IGC. Under that loan agreement, the principal amount loaned by RRL was $400,000, the annual interest rate was 15%, and the loan and accrued interest were due in August 2017. In September 2017, $40,000 in interest was received from IGC. As of September 30, 2017 and December 31, 2016, the loan and accrued interest totaled $400,000 and $401,973, respectively, and is included in other assets.

 

In October 2017, the loan was repaid with $300,000 cash and $100,000 converted to IGC shares and warrants increasing Till's ownership percentage to 3.69%.

 

11

 

 

6.

UNPAID LOSSES, LOSS ADJUSTMENT EXPENSES, AND AMOUNTS CEDED

The following table is a summary of changes in outstanding losses and loss adjustment expenses ("LAE") and amounts ceded included in assets and liabilities held for sale (Note 3).

 

		Nine Months Ended September 30,
		2017												2016
		Unpaid Losses and LAE				Amounts Ceded				Net				Unpaid Losses and LAE				Amounts Ceded				Net
Balance, beginning of period		$	13,212,366			$	7,058,004			$	6,154,362			$	14,539,623			$	7,304,975			$	7,234,648
Losses and LAE incurred for insured events related to:
Current period			24,205,352				24,048,261				157,091				18,213,398				18,071,636				141,762
Prior periods			648,410				(215,379	)			863,789				831,324				335,495				495,829
Total incurred			24,853,762				23,832,882				1,020,880				19,044,722				18,407,131				637,591
Losses and LAE paid:
Current period			(20,613,919	)			(20,596,873	)			(17,046	)			(16,432,761	)			(16,431,769	)			(992	)
Prior period			(2,585,900	)			(1,418,720	)			(1,167,180	)			(3,334,479	)			(1,969,585	)			(1,364,894	)
Total paid			(23,199,819	)			(22,015,593	)			(1,184,226	)			(19,767,240	)			(18,401,354	)			(1,365,886	)
Adjustment due to currency conversion			1,192,480				642,203				550,277				927,336				435,981				491,355
Balance, end of period		$	16,058,789			$	9,517,496			$	6,541,293			$	14,744,441			$	7,746,733			$	6,997,708

 

The following table presents premiums written, change in unearned premiums, and premiums earned included in income (loss) from discontinued operations (Note 11).

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Premiums written:
Direct		$	15,288,052			$	9,983,186			$	50,343,946			$	29,278,095
Assumed			91				6				4,541				6
Ceded			(14,801,564	)			(9,780,273	)			(47,691,188	)			(28,579,610	)
Net premiums written		$	486,579			$	202,919			$	2,657,299			$	698,491
Change in unearned premiums:
Direct		$	(1,667,729	)		$	196,296			$	(13,551,264	)		$	(867,816	)
Assumed			—				—				—				—
Ceded			1,445,831				(167,145	)			11,748,773				763,603
Net increase		$	(221,898	)		$	29,151			$	(1,802,491	)		$	(104,213	)
Premiums earned:
Direct		$	13,620,323			$	10,179,482			$	36,792,682			$	28,410,279
Assumed			91				6				4,541				6
Ceded			(13,355,733	)			(9,947,418	)			(35,942,415	)			(27,816,007	)
Net premiums earned		$	264,681			$	232,070			$	854,808			$	594,278

 

 

12

 

 

7.

UNEARNED PREMIUMS

The following table is a summary of changes in unearned premiums and unearned premiums ceded included in assets and liabilities held for sale (Note 3).

 

 

		Nine Months Ended September 30,
		2017												2016
		Unearned Premiums				Unearned Premiums Ceded				Net				Unearned Premiums				Unearned Premiums Ceded				Net
Balance, beginning of period		$	2,283,118			$	1,614,803			$	668,315			$	2,432,468			$	1,615,977			$	816,491
Premiums written			50,348,487				47,691,188				2,657,299				29,278,101				28,579,610				698,491
Premiums earned			(36,907,201	)			(35,942,416	)			(964,785	)			(28,950,206	)			(28,095,391	)			(854,815	)
Adjustment due to currency conversion			796,932				681,731				115,201				318,746				229,416				89,330
Balance, end of period		$	16,521,336			$	14,045,306			$	2,476,030			$	3,079,109			$	2,329,612			$	749,497

 

 

8.

DEFERRED POLICY ACQUISITION COSTS

A summary of the changes in deferred policy acquisition costs included in assets held for sale (Note 3) is as follows:

 

		Nine Months Ended September 30,
		2017				2016
Balance, beginning of period		$	498,889			$	465,472
Acquisition costs deferred			11,700,043				8,050,743
Amortization of deferred policy acquisition costs			(10,127,345	)			(7,896,037	)
Balance, end of period		$	2,071,587			$	620,178

 

 

9.

ROYALTY AND MINERAL INTERESTS

The following tables are a summary of royalty and mineral interests:

 

		Balance January 1, 2017				Sale of mineral interests				Option payments received				Impairments				Currency translation and other adjustments				Balance September 30, 2017
Taylor Property		$	496,957			$	—			$	(356,309	)		$	—			$	(84,857	)		$	55,791
Other properties			462,258				(100,255	)			(15,000	)			—				—				347,003
Royalty interests			44,158				—				—				—				—				44,158
Total		$	1,003,373			$	(100,255	)		$	(371,309	)		$	—			$	(84,857	)		$	446,952

 

		Balance January 1, 2016				Sale of mineral interests				Option payments received				Impairments				Currency translation and other adjustments				Balance December 31, 2016
Taylor Property		$	478,836			$	—			$	—			$	—			$	18,121			$	496,957
Other properties			462,258				—				—				—				—				462,258
Royalty interests			136,733				(86,982	)			—				(5,593	)			—				44,158
Total		$	1,077,827			$	(86,982	)		$	—			$	(5,593	)		$	18,121			$	1,003,373

 

Sale of mineral interest

On April 10, 2017, GPUS, Till's wholly-owned subsidiary, completed an option agreement with an unrelated party whereby a mineral interest located in Nevada, USA was sold.  The final payment of $1,156,090 was received by GPUS and a gain of $1,055,835 was recorded on the sale of that mineral interest.

 

Taylor property option

In April 2017, SPD, Till’s 64% owned subsidiary, entered into an option agreement (the “Taylor Agreement”) with Montego Resource Inc. (“Montego”) pursuant to which Montego has the right to acquire from SPD certain mining claims located in Nevada, USA commonly referred to as the Taylor Silver Property (the “Taylor Property”).

 

13

 

 

Under the terms of the Taylor Agreement, Montego can acquire the Taylor Property in consideration for the completion of a series of cash payments totaling $1,200,000, issuing 2,500,000 common shares to SPD, and incurring expenditures of at least $700,000 on the Taylor Property. Upon completion of the payments, share issuances, and expenditures, Montego will hold a 100% interest in the Taylor Property, subject to a 2% net smelter returns royalty ("NSR") and a 1% net profit royalty that will be retained by SPD.

 

The payments, share issuances, and expenditures must be completed in accordance with the following schedule:

 

•

At Closing: $200,000 cash and 500,000 common shares

•

6 months from Closing: $100,000 cash and 300,000 common shares

•

12 months from Closing: $200,000 cash and 400,000 common shares and expenditures of $100,000

•

24 months from Closing: $300,000 cash and 500,000 common shares and expenditures of $250,000

•

36 months from Closing: $400,000 cash and 800,000 common shares and expenditures of $350,000

 

The closing occurred on April 20, 2017 on which date SPD had received $200,000 cash and 500,000 common shares of Montego initially valued at $156,309.

 

Carlin Vanadium property option

In June 2017, GPUS, Till’s wholly-owned subsidiary, entered into an option agreement (the “Carlin Vanadium Agreement”) with a privately-held unrelated company (“Optionee”) pursuant to which Optionee has the right to acquire from GPUS certain mining claims located in Idaho, USA commonly referred to as the Carlin Vanadium/Black Kettle Property (the “Carlin Vanadium Property”).

 

Under the terms of the Carlin Vanadium Agreement, Optionee can acquire the Carlin Vanadium Property in consideration for the completion of a series of cash payments totaling $2,000,000, incurring expenditures of at least $475,000 on the Carlin Vanadium Property, and granting a 2% NSR to GPUS on the Carlin Vanadium Property. Upon completion of the payments, expenditures, and issuance of 2% NSR, Optionee will hold a 100% interest in the Carlin Vanadium Property.  The Optionee has the right to purchase all or half of the NSR for $4 million for the entire 2% NSR or $2 million for 1% (half the NSR).  That right expires at the end of the option period.

 

The payments, expenditures, and NSR grant must be completed in accordance with the following schedule:

 

•

At Closing: $15,000 cash

•

On or before December 15, 2017: Expenditures of $50,000

•

12 months from Closing: $25,000 cash

•

On or before December 15, 2018: Expenditures of an aggregate of $125,000

•

24 months from Closing: $50,000 cash

•

On or before December 15, 2019: Expenditures of an aggregate of $225,000

•

On or before December 15, 2020: Expenditures of an additional $250,000

•

On or before December 15, 2021: Expenditures of an additional $250,000 (unless option is exercised)

•

On or before 60 months from closing: Expenditures of an additional $250,000 (unless option is exercised)

•

On or before 60 months from closing: $2,000,000 cash less any cash payments, not including expenditures

•

On or before 60 months from closing: Grant of 2% NSR to GPUS subject to purchase by Optionee

 

The closing occurred on June 14, 2017 by which date GPUS had received $15,000.

 

10.

INCOME (LOSS) PER SHARE

Till uses the treasury stock method to calculate diluted income (loss) per share. Following the treasury stock method, the numerator for Till’s diluted income (loss) per share calculation remains unchanged from the basic income (loss) per share calculation, as the assumed exercise of Till’s stock options and warrants does not result in an adjustment to net income or loss.

 

Stock options to purchase 118,352 and 119,952 restricted voting shares were outstanding at September 30, 2017 and December 31, 2016, respectively. Warrants to purchase 179,500 restricted voting shares were outstanding at September 30, 2017 and December 31, 2016. Those stock options and warrants were excluded in the calculation of diluted earnings per share because the exercise prices of the options and warrants were greater than the weighted average market value of the restricted voting shares in the three and nine month periods ended September 30, 2017.

 

14

 

 

11.

DISCONTINUED OPERATIONS

As a result of Till's decision during the third quarter of 2017 to sell Holdings, as described in Note 1, pursuant to GAAP, Holdings is required to be classified as a discontinued operation and is presented as such on Till's Statements of Income (Loss). The summary of the income and losses presented on the basis of discontinued operations is summarized as follows:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Revenue from discontinued operations:
Insurance premiums written		$	15,288,143			$	9,983,193			$	50,348,487			$	29,278,101
Insurance premiums ceded to reinsurers			(14,801,564	)			(9,780,273	)			(47,691,188	)			(28,579,610	)
Change in unearned premiums			(221,898	)			29,151				(1,802,491	)			(104,213	)
Net insurance premiums earned			264,681				232,071				854,808				594,278
Fees - Chief agency			75,196				74,060				216,843				229,559
Fees - Consulting			38,194				47,295				120,852				145,926
Investment income			104,928				102,307				315,734				650,363
Total revenue			482,999				455,733				1,508,237				1,620,126
Expenses from discontinued operations:
Losses and loss adjustment expenses, net			437,894				248,787				1,020,880				637,591
General and administrative expenses			145,161				68,355				328,649				225,516
Salaries and benefits			210,229				179,050				581,174				536,316
Loss on assets and liabilities held for sale			971,757				—				971,757				—
Total expenses			1,765,041				496,192				2,902,460				1,399,423
Income (loss) from discontinued operations before income taxes			(1,282,042	)			(40,459	)			(1,394,223	)			220,703
Income tax (expense) recovery			(660,251	)			16,447				(583,153	)			(41,088	)
Income (loss) from discontinued operations		$	(1,942,293	)		$	(24,012	)		$	(1,977,376	)		$	179,615

 

Other comprehensive income (loss) attributed to Holdings includes a change in cumulative foreign exchange translation adjustment of $148,502 and $602,242 for the three and nine months ended September 30, 2017, respectively. Other comprehensive income (loss) attributed to Holdings also includes changes in net unrealized gains and reclassification adjustment for net realized gain on available for sale investments of $(128,914) and $(329,725) for the three and nine months ended September 30, 2017, respectively.

 

15

 

 

		Nine Months Ended September 30,
		2017				2016
Cash flows from discontinued operating activities
Net income (loss) from discontinued operations		$	(1,977,376	)		$	179,615
Non-cash items:
Amortization of capital assets			5,497				5,121
Gain on investments			315,734				650,363
Income tax expense			583,153				41,088
Loss on assets and liabilities held for sale			971,757				—
Net income (loss) adjusted for non-cash items			(101,235	)			876,187
Increase in premiums receivable and reinsurance recoverables			(12,860,016	)			(314,557	)
Increase (decrease)  in unpaid losses, LAE, and amounts ceded			386,931				(236,940	)
Increase (decrease) in reinsurance payables			10,694,328				(2,546,993	)
Increase in deferred policy acquisition costs			(1,572,698	)			(154,706	)
Increase (decrease) in unearned premiums			1,807,715				(66,994	)
Increase in accounts payable and other liabilities			2,453,373				192,869
Other working capital changes			11,476				(78,682	)
Total working capital changes			921,109				(3,206,003	)
Total operating cash flows from discontinued operations		$	819,874			$	(2,329,816	)
Investing cash flows from discontinued operations
Proceeds from sales of available for sale investments		$	—			$	2,873,586
Sales of held for trading investments, net			65,590				129,093
Total investing cash flows from discontinued operations		$	65,590			$	3,002,679

 

12.

SEGMENT DATA

Till operates in a single segment, that being insurance.

 

Till's revenue from continuing operations is attributed to the following geographical areas:

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Bermuda		$	(323,571	)		$	994,764			$	527,754			$	2,193,726
United States			(178,749	)			560,938				507,396				145,312
Total (continuing operations)		$	(502,320	)		$	1,555,702			$	1,035,150			$	2,339,038
Canada (discontinued operations)		$	482,999			$	455,733			$	1,508,237			$	1,620,126

 

13.

RELATED PARTY DISCLOSURES

Service agreements

 

Till is party to service agreements with SPD whereby Till provides accounting and corporate communications services on a cost-plus recovery basis. During the three and nine month periods ended September 30, 2017 and 2016, Till charged SPD $9,000 and $27,000 for those services, respectively.

 

14.

CAPITAL MANAGEMENT

Regulatory capital

 

Till manages capital on an aggregate basis, as well as individually for each regulated entity. Till's insurance subsidiaries are subject to the regulatory capital requirements defined by the Bermuda Monetary Authority (“BMA”) for RRL and by the Office of Superintendent of Financial Institutions (Canada) (“OSFI”) for Omega.

 

Till’s objectives when managing capital consist of:

 

•

Ensuring that policyholders in the insurance and reinsurance subsidiaries are protected while complying with regulatory capital requirements.

•

Maximizing long-term shareholder value by optimizing capital generated and used by Till.

 

Till views capital as a scarce and strategic resource. That resource protects the financial well-being of the organization, and is also critical in enabling Till to pursue strategic business opportunities. Adequate capital also acts as a safeguard against possible unexpected losses, and as a basis for confidence in Till by shareholders, policyholders, creditors, and others. For the purpose of capital management, Till has defined capital as shareholders’ equity, excluding accumulated other comprehensive income ("AOCI"). Capital is monitored by Till's Board of Directors. Till's insurance subsidiaries are subject to minimum capital requirements that, in the case of RRL, is $1 million, and, in the case of Omega, the Minimum Capital Test ("MCT") is calculated based on guidelines established by OSFI. Those amounts are not available to satisfy liabilities of Till or other subsidiaries. Both RRL and Omega are in compliance with regulatory capital requirements.

 

16

 

 

RRL

 

RRL is registered under The Bermuda Insurance Act 1978 and related regulations (the “Act”) that require RRL to file a statutory financial return and maintain certain measures of solvency and liquidity. The required Minimum General Business Solvency Margin at September 30, 2017 was $1 million. The Minimum Liquidity Ratio is the ratio of the insurer’s relevant assets to its relevant liabilities. The minimum allowable ratio is 75%. RRL’s relevant assets at September 30, 2017 were $8.0 million (December 31, 2016 - $16.8 million) and 75% of its relevant liabilities as of September 30, 2017 was $141,241 (December 31, 2016 - $161,988). As of September 30, 2017, and December 31, 2016, RRL is in compliance with those requirements.

 

Omega

 

OSFI has set out expectations of a 100% MCT as the minimum and have also set out 150% MCT as the supervisory target for Canadian property and casualty insurance companies. As of September 30, 2017, Omega had total capital available of CDN$8.4 (US$6.7) million (December 31, 2016 - CDN$9.4 (US$7.0) million) and a total capital required of CDN$3.4 (US$2.7) million (December 31, 2016 - CDN$1.9 (US$1.4) million) resulting in a MCT of 252% (December 31, 2016 - 499%). As of September 30, 2017, and December 31, 2016, Omega is in compliance with OSFI's MCT requirement.

 

Statutory Accounting Practices for RRL and Omega.

 

RRL and Omega follow accounting practices prescribed or permitted by their respective regulators, Bermuda and Canada, respectively. Statutory accounting practices applicable to RRL differ from GAAP in certain areas, the most significant being that statutory accounting practices:

 

•

Require the expensing of policy acquisition costs as incurred, i.e., does not allow for the deferral and amortization of policy acquisition costs, i.e., DPAC.

•

Require that certain investments be recorded at cost or amortized cost and allows bonds to be carried at amortized cost or fair value based on an independent rating.

•

Specify how much, if any, of a deferred income tax asset is reportable as an admitted asset.

 

15.

CONTINGENCIES

Till and its subsidiaries are party to various litigation-related matters in the ordinary course of our business. Till cannot estimate with certainty the ultimate legal and financial liability with respect to those pending litigation matters. However, Till believes, based on its knowledge of such matters, that Till's 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.

 

17

 

 

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 the reinsurance/insurance license of our insurance company subsidiaries, (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 two of Till’s wholly-owned subsidiaries, Resource Re Ltd. ("RRL") and Omega General Insurance Company ("Omega"), we provide property and casualty insurance and reinsurance. 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 underwrites direct insurance and reinsurance business through its wholly-owned subsidiary Omega. 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”), Omega Insurance Holdings, Inc. ("OIHI"), and Focus Group Inc. ("Focus"). TMC provides investment advisory and investment management services, GPUS provides personnel services, financial accounting, corporate and compliance, and other back-office support to Till and its subsidiaries, OIHI is the holding company for Omega and Focus, and Focus provides management services to Omega and consulting and management services to third-party insurers and others.

 

18

 

 

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 unaudited condensed consolidated financial statements, as well as to provide explanations as regards the primary factors for financial statement changes from year to year and quarter to quarter. This discussion should be read in conjunction with Till's unaudited condensed consolidated financial statements that appear in Part I, Item 1 of this Report.

 

Assets and Liabilities Held for Sale and Discontinued Operations

 

During the third quarter of 2017, Till initiated a plan to sell its wholly-owned subsidiary OIHI, including its wholly-owned subsidiaries, Omega and Focus (collectively, "Holdings"). Holdings was acquired by Till on May 15, 2015. Till's management and Board of Directors believe the sale of Holdings will better position Till's operations for the benefit of its shareholders through the financing of reinsurance contracts at RRL and other investments.

 

Till has engaged an investment adviser to facilitate the sale of Holdings. There can be no assurance that the process with result in any transaction. As of November 14, 2017 negotiations between Till and identified potential purchasers are continuing.

 

In accordance with accounting principles generally accepted in the United States of America ("GAAP"), the assets and liabilities of Holdings have been classified as held for sale on Till's Balance Sheets and the operations attributed to Holdings have been classified as discontinued operations on Till's Statements of Income (Loss). As required by GAAP, a loss of $971,757 was realized in the third quarter of 2017 as a result of the decision to sell OIHI and estimated costs related thereto.

 

Critical Accounting Estimates

 

When Till prepares its condensed consolidated financial statements and accompanying notes in conformity with GAAP, Till makes 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 nine months ended September 30, 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.

 

19

 

 

Results of Operations - Three and nine month periods ended September 30, 2017 compared with three and nine month periods ended September 30, 2016

 

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

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2017				2016				2017				2016
Revenue (loss):
Investment income (loss), net		$	(502,320	)		$	1,506,744			$	(90,185	)		$	2,207,080
Gain on sale of mineral interests and PP&E			—				48,958				1,075,335				91,958
Other revenue			—				—				50,000				40,000
Total revenue (loss)			(502,320	)			1,555,702				1,035,150				2,339,038
Expenses:
General and administrative expenses			247,421				371,024				1,261,175				1,209,929
Salaries and benefits			98,370				96,838				319,717				584,598
Stock-based compensation			3,092				1,834				26,619				26,941
Mining related expenses and property impairment			150,003				51,935				178,636				76,456
Foreign exchange (gain) loss			37,289				36,167				59,309				(195,517	)
Interest and other (income) expense			1,663				(8	)			5,862				(26,247	)
Total expenses			537,838				557,790				1,851,318				1,676,160
Income (loss) from continuing operations before loss on equity method investment			(1,040,158	)			997,912				(816,168	)			662,878
Loss on equity method investment			(3,890	)			(7,042	)			(54,173	)			(19,470	)
Income (loss) from continuing operations			(1,044,048	)			990,870				(870,341	)			643,408
Income (loss) from discontinued operations
Income (loss) from discontinued operations including loss on assets and liabilities held for sale			(1,942,293	)			(24,012	)			(1,977,376	)			179,615
Income (loss) from discontinued operations			(1,942,293	)			(24,012	)			(1,977,376	)			179,615
Net income (loss)			(2,986,341	)			966,858				(2,847,717	)			823,023
Income (loss) attributable to:
Shareholders of Till Capital Ltd.			(2,904,173	)			1,016,955				(2,761,291	)			854,249
Non-controlling interests			(82,168	)			(50,097	)			(86,426	)			(31,226	)
Net income (loss)		$	(2,986,341	)		$	966,858			$	(2,847,717	)		$	823,023
Basic and diluted net income (loss) per share from continuing operations of Till Capital Ltd.		$	(0.29	)		$	0.31			$	(0.23	)		$	0.20
Basic and diluted net income (loss) per share from discontinued operations of Till Capital Ltd.		$	(0.58	)		$	(0.01	)		$	(0.59	)		$	0.05
Weighted average number of shares outstanding			3,350,284				3,399,922				3,350,284				3,418,526

 

Comparison of the three month periods ended September 30, 2017 and 2016

 

Revenue

 

Investment income (loss), net

Investment income (loss), inclusive of net realized investment gains and losses, decreased from income of $1.5 million for the three months ended September 30, 2016 to loss of $0.5 million for the three months ended September 30, 2017. That decrease in net investment income (loss) was primarily due to losses related to futures trading during the three months ended September 30, 2017, and large gains in natural resource investments during the three months ended September 30, 2016 that did not occur during the three months ended September 30, 2017.

 

Expenses

 

General and administrative expenses

General and administrative expenses decreased from $0.4 million for the three months ended September 30, 2016 to $0.2 million for the three months ended September 30, 2017. That decrease in general and administrative expenses was primarily due to lower professional fees for the three months ended September 30, 2017 as compared to the three months ended September 30, 2016.

 

20

 

 

Mining related expenses and property impairment

Mining related expenses and property impairment increased from $0.1 million for the three months ended September 30, 2016 to $0.2 million for the three months ended September 30, 2017. That increase in mining related expenses and property impairment was due to a one time repair at Springer Mining Company ("SMC") and and reclamation expenses at the Taylor Silver Property ("Taylor Property") during the three months ended September 30, 2017.

 

Net income (loss) from continuing operations

Net income (loss) from continuing operations decreased from net income of $1.0 million for the three months ended September 30, 2016 to net loss of $1.0 million for the three months ended September 30, 2017. That decrease in net income (loss) from continuing operations was due principally to decreased investment income for the three months ended September 30, 2017 compared to the three months ended September 30, 2016.

 

Net loss from discontinued operations

Discontinued operations relate to Till's decision during the third quarter 2017 to sell Holdings. Net loss from discontinued operations increased from $0.02 million for the three months ended September 30, 2016 to $1.9 million for the three months ended September 30, 2017. That increase in net loss from discontinued operations was due principally to the loss realized as a result of Till's revaluation of Holdings as assets and liabilities held for sale during the three months ended September 30, 2017.

 

Net income (loss)

Net income (loss) decreased from net income of $1.0 million for the three months ended September 30, 2016 to net loss of $3.0 million for the three months ended September 30, 2017. That decrease in net income (loss) was due principally to decreased investment income and to the loss realized as a result of Till's revaluation of Holdings as assets and liabilities held for sale during the three months ended September 30, 2017.

 

Comparison of the nine month periods ended September 30, 2017 and 2016

 

Revenue

 

Investment income (loss), net

Investment income (loss), inclusive of net realized investment gains and losses, decreased from income of $2.2 million for the nine months ended September 30, 2016 to loss of $0.1 million for the nine months ended September 30, 2017. That decrease in net investment income (loss) was due primarily to losses related to futures trading during the nine month ended September 30, 2017 and large gains in natural resource investments during the nine months ended September 30, 2016 that did not occur during the nine months ended September 30, 2017.

 

Gain on sale of mineral interests and PP&E

Gain on sale of mineral interests and PP&E increased from $0.01 million for the nine months ended September 30, 2016 to $1.1 million for the nine months ended September 30, 2017. That increase in gain on sale of mineral interests and PP&E was due mostly to the completion of an option agreement that resulted in the sale of a mineral property during the nine months ended September 30, 2017 compared to minor sales of mineral interests and PP&E during the nine months ended September 30, 2016.

 

Total revenue

Total revenue decreased from $2.3 million for the nine months ended September 30, 2016 to $1.0 million for the nine months ended September 30, 2017. That decrease in total revenue was due principally to decreased investment income for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, partially offset by increased gain on sale of mineral interests and PP&E for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.

 

Expenses

 

Salaries and benefits

Salaries and benefits decreased from $0.6 million for the nine months ended September 30, 2016 to $0.3 million for the nine months ended September 30, 2017. That decrease in salaries and benefits resulted principally from a one-time payment to Till's former CFO during the nine months ended September 30, 2016.

 

Mining related expenses and property impairment

Mining related expenses and property impairment increased from $0.1 million for the nine months ended September 30, 2016 to $0.2 million for the nine months ended September 30, 2017. That increase in mining related expenses and property impairment was due to a one time repair at SMC and and reclamation expenses at the Taylor Property during the nine months ended September 30, 2017.

 

Foreign exchange (gain) loss

Foreign exchange (gain) loss decreased from gain of $0.2 million for the nine months ended September 30, 2016 to loss of $0.01 million for the nine months ended September 30, 2017. That decrease in foreign exchange (gain) loss is due primarily to payments received on the Canadian dollar denominated note receivable during the nine months ended September 30, 2017. Foreign exchange gain for the nine months ended September 30, 2016 was primarily related to the Canadian dollar denominated note receivable.

 

21

 

 

Net income (loss) from continuing operations

Net income (loss) from continuing operations decreased from net income of $0.6 million for the nine months ended September 30, 2016 to net loss of $0.9 million for the nine months ended September 30, 2017. That decrease in net income (loss) from continuing operations was due principally to decreased investment income and foreign exchange gain for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, partially offset by increased gain on sale of mineral interests and PP&E for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.

 

Net income (loss) from discontinued operations

Discontinued operations relate to Till's decision during the third quarter 2017 to sell Holdings. Net income (loss) from discontinued operations decreased from net income of $0.2 million for the nine months ended September 30, 2016 to net loss of $2.0 million for the nine months ended September 30, 2017. That decrease in net income (loss) from discontinued operations was due principally to the loss realized as a result of Till's valuation of Holdings as assets and liabilities held for sale during the nine months ended September 30, 2017.

 

Net income (loss)

Net income (loss) decreased from net income of $0.8 million for the nine months ended September 30, 2016 to net loss of $2.8 million for the nine months ended September 30, 2017. That decrease in net income (loss) was due primarily to decreased investment income and the loss realized as a result of Till's valuation of Holdings as assets and liabilities held for sale during the nine months ended September 30, 2017.

 

Financial Condition - September 30, 2017 compared with December 31, 2016

 

		September 30, 2017				December 31, 2016
Cash and cash equivalents		$	4,686,049			$	2,020,265
Investments			3,021,234				4,061,781
Assets held for sale			61,897,293				33,176,729
Promissory note receivable			—				2,410,494
Other assets			1,436,683				2,146,343
Goodwill			2,235,251				2,980,819
Total assets		$	73,276,51			$	46,796,431
Liabilities held for sale		$	50,275,870			$	20,061,820
Accounts payable and accrued liabilities			141,902				168,002
Total liabilities		$	50,417,772			$	20,229,822
Total shareholders’ equity		$	22,858,738			$	25,789,280

 

Cash and cash equivalents and investments

 

Cash and cash equivalents ($4.7 million) and investments ($3.0 million) totaled $7.7 million at September 30, 2017 as compared to cash and cash equivalents ($2.0 million) and investments ($4.1 million) that totaled $6.1 million at December 31, 2016. That increase in cash and cash equivalents resulted from the receipt of payments on a note receivable and net sales of investments. The decrease in investments resulted mostly from those net sales of investments.

 

Assets held for sale

 

Assets held for sale totaled $61.9 million at September 30, 2017 as compared to $33.2 million at December 31, 2016. That increase in assets held for sale primarily relates to a new specialty insurance program underwritten by Omega during the nine months ended September 30, 2017, growth in other Omega insurance programs, and premiums written related to program renewals occurring during the nine months ended September 30, 2017.

 

Promissory note receivable

 

The Promissory note receivable was collected in the 2nd quarter of 2017. As such, there was no receivable at September 30, 2017 as compared to $2.4 million at December 31, 2016.

 

Other assets

 

Other assets totaled $1.4 million at September 30, 2017 as compared to $2.1 million at December 31, 2016. That decrease in other assets is due to primarily to a reduction in the carrying value of mineral properties resulting from the receipt of option payments during the nine months ended September 30, 2017.

 

22

 

 

Goodwill

 

Goodwill totaled $2.2 million at September 30, 2017 as compared to $3.0 million at December 31, 2016. That decrease in goodwill is primarily due to the loss realized as a result of Till's valuation of Holdings as assets and liabilities held for sale during the third quarter 2017. Goodwill was reduced $1.0 million by that valuation and was partially offset by foreign currency adjustment to goodwill in 2017.

 

Liabilities held for sale

 

Liabilities held for sale totaled $50.3 million at September 30, 2017 as compared to $20.1 million at December 31, 2016. Tat increase in liabilities held for sale is primarily relates to a new specialty insurance program underwritten by Omega during the nine months ended September 30, 2017, growth in other Omega insurance programs, and premiums written related to program renewals occurring during the nine months ended September 30, 2017.

 

Liquidity and Capital Resources

 

Cash Flows

 

		Nine Months Ended September 30,
		2017				2016
Net cash (used in) provided by:
Operating activities		$	(1,406,830	)		$	(6,205,547	)
Investing activities			1,143,265				10,056,937
Financing activities			2,605,253				806,365
Increase in cash and cash equivalents			2,341,688				4,657,755
Effects of foreign exchange			732,648				315,834
Change of cash in assets held for sale for discontinued operations			(408,552	)			(3,175,662	)
Cash and cash equivalents, beginning of period			2,020,265				1,007,616
Cash and cash equivalents, end of period		$	4,686,049			$	2,805,543

 

Operating activities

Net cash used in operating activities was $1.4 million for the nine months ended September 30, 2017 as compared to $6.2 million for the nine months ended September 30, 2016, a decrease of $4.8 million. That decrease in cash used in operating activities in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 is primarily due to Omega's new specialty insurance program that did not exist in 2016.

 

Investing activities

Net cash provided by investing activities was $1.1 million for the nine months ended September 30, 2017 compared to $10.1 million for the nine months ended September 30, 2016, a decrease of $9.0 million. That decrease in cash provided by investing activities is primarily due to net proceeds from the net sale of investments of $10.0 million for the nine months ended September 30, 2017 compared to cash used for net purchase of investments of $0.1 million for the nine months ended September 30, 2016, partially offset by proceeds from the sale of mineral properties of $1.2 million for the nine months ended September 30, 2017 compared to $0.2 million for the nine months ended September 30, 2016.

 

Financing activities

Net cash provided by financing activities was $2.6 million for the nine months ended September 30, 2017 compared to $0.8 million for the nine months ended September 30, 2016, an increase of $1.8 million. The source of cash for the nine months ended September 30, 2017 and 2016 was the receipt of $2.6 million and $0.5 million on the note receivable, respectively.

 

Off-Balance Sheet Arrangements

 

As of September 30, 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.

 

23

 

 

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 September 30, 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 September 30, 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 nine months ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, Till's internal control over financial reporting.

 

 

 

 

 

 

 

 

24

 

 

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 the 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.

 

 

25

 

 

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 September 30, 2017, formatted in Extensible Business Reporting Language ("XBRL"), namely, (i) the Condensed Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, (ii) the Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the three and nine months ended September 30, 2017 and 2016, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (iv) the Notes to Unaudited Interim Condensed Consolidated Financial Statements.

 

 

 

 

26

 

 

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: November 14, 2017		By:	/s/ Brian P. Lupien
			Brian P. Lupien
			Chief Financial Officer
			(Duly Authorized Officer and Principal Financial Officer)

 

 

 

 

 

 

 

 

 

27