UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

 

FORM 12b-25

 

 

NOTIFICATION OF LATE FILING

 

 

(Check One): ☒   Form 10-K ☐   Form 20-F ☐   Form 11-K ☐   Form 10-Q
  ☐   Form 10-D ☐   Form N-SAR ☐   Form N-CSR  

 

For Period Ended:   December 31, 2016__________________

 

☐   Transition Report on Form 10-K
☐   Transition Report on Form 20-F
☐   Transition Report on Form 11-K
☐   Transition Report on Form 10-Q
☐   Transition Report on Form N-SAR

 

For the Transition Period Ended: ___________________________________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

 

PART I - REGISTRANT INFORMATION

 

 

Till Capital Ltd.    
Full Name of Registrant:    
     
     
Former Name if Applicable    
     
Crawford House, 50 Cedar Avenue    
Address of Principal Executive Office (Street and Number)    
     
Hamilton, HM11, Bermuda    
City, State, Zip Code    

 

 

PART II - RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒   (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III - NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed time period.

 

The Registrant's management has been working to finalize the accounting adjustments resulting from the Registrant’s initial transition from International Financial Reporting Standards (“IFRS”) to U.S. Generally Accepted Accounting Principles (“U.S. GAAP”). As a result, the Registrant is unable to file its Annual Report on Form 10-K within the prescribed time period without unreasonable effort or expense. The Registrant expects to be able to file within the additional time allowed by this report.

 

 

 

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Brian P. Lupien   208   635-5415
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).   ☒ Yes  ☐ No

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☒ Yes  ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Previously, the Registrant’s financial statements were prepared in accordance with IFRS as permitted in the United States under the status of a “foreign private issuer” as defined under Rule 3b-4 under the Securities Exchange Act of 1934, as amended. As of June 30, 2016, the Registrant determined that it no longer qualified as a “foreign private issuer” under the Securities and Exchange Commission rules. Consequently, the Registrant is now required to prepare its consolidated financial statements in accordance with U.S. GAAP. Due to differences in accounting treatments between IFRS and U.S. GAAP, certain amounts historically reported for the Registrant's financial position, operating results, and cash flows under IFRS will change under U.S. GAAP standards, and therefore, will be incomparable to amounts previously reported under IFRS for all previous periods.

 

Due to the fact that the Registrant has not yet finalized its accounting adjustments resulting from the Registrant’s transition from IFRS to U.S. GAAP, the Registrant is not able to provide a reasonable estimate of the results.

 

 

 

 

 

Till Capital Ltd.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date:   April 3, 2017   By:  /s/ Brian P. Lupien
        Brian P. Lupien
        Chief Financial Officer
     
     
     
     

 

 

 

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