Till Files 2016 Annual Financial Statements – Provides Update on Filing of U.S. GAAP Restated Quarterlies
17 April 2017 - 8:10PM
Till Capital Ltd. (NASDAQ:TIL) (TSX.V:TIL) (the
“
Company” or “
Till”), a Bermuda
domiciled company, announces that it has filed on the SEC EDGAR
system its first audited 10-K financial statements for the year
ended December 31, 2016, together with the related management
discussion and analysis and CEO and CFO certificates. These
financial statements also will be filed on this date in Canada on
SEDAR.
Till has not yet completed the refiling of
certain U.S. GAAP restated quarterly financial statements required
to file concurrently with its December 31, 2016 annual
statements.
On March 31, 2017, Till was required to
file:
- audited annual financial statements for the year ended December
31, 2016 as required by Part 4 of National Instrument 51-102
Continuous Disclosure Obligations;
- management's discussion and analysis relating to the audited
annual financial statements, as required by Part 5 of National
Instrument 51-102 Continuous Disclosure Obligations; and
- CEO and CFO certificates relating to the audited annual
financial statements, as required by National Instrument 52-109
Certification of Disclosure in Issuers' Annual and Interim
Filings
- U.S. GAAP restated quarterly financial statements for the
three, six and nine month periods ended March 31, June 31 and
September 30, 2016.(collectively, the “required
filings”).
In keeping with its transition to being a
domestic issuer in the U.S., Till has transitioned from IFRS to
U.S. GAAP accounting standards, and its audited financial
statements for the year ended December 31, 2016 are the first
financial statements it has prepared in accordance with U.S.
GAAP. The process of effecting the change to U.S. GAAP was
more time-consuming than Till and its auditors had anticipated,
which resulted in a delay in filing the required filings by the
March 31, 2017 filing deadline. Till has now made the first
three of the four required filings, but has not yet completed the
preparation of U.S. GAAP restated quarterly financial statements
for the three, six and nine month periods ended March 31, June 31
and September 30, 2016. It is anticipated that these
will be completed and filed on or before April 28, 2017.
The securities commissions of the Canadian
provinces in which Till is a reporting issuer have imposed a
management cease trade order for the duration of the default.
Until the required filings are made and the management cease trade
order is lifted, Till will satisfy the requirements of the
alternative information guidelines set out in National Policy
12-203 Management Cease Trade Orders (the “MCTO
Policy”) which require Till to issue bi-weekly news
releases to keep the market continuously informed of any
developments during the period of the default.
Reported by:
John T. Rickard Director and Chief Executive Officer
(208) 635-5415
Till Capital Ltd.
Till Capital Ltd. is a Bermuda-domiciled company
with two wholly-owned subsidiaries, Omega Insurance Holdings Inc.
and Resource Re Ltd. Omega Insurance Holdings Inc. owns Omega
General Insurance Company, a Canadian insurance company offering
innovative and customized insurance industry solutions, including
fronting and run-off services for insurers/reinsurers, within the
Canadian marketplace. Omega Insurance Holdings Inc. also
operates Focus Group Inc., a consulting and project management
company servicing the local and international needs of its Property
Casualty Insurance clients. Resource Re Ltd. is a Bermuda-domiciled
reinsurance company regulated by the Bermuda Monetary Authority
with a Class 3A insurance license directed to underwrite
reinsurance policies within a long term investment strategy.
Through its regulated subsidiaries, the Company has been structured
to produce underwriting profits as well as above average returns on
assets under management.
For additional information:
Till Capital
Ltd.208-635-5415info@tillcap.com
www.tillcap.com
Cautionary Note
At this time, the Company has no current plans
to provide earnings guidance due to the volatility of investment
returns.
The Till Capital shares are restricted voting
shares, whereby no single shareholder of Till Capital is able to
exercise voting rights for more than 9.9% of the voting rights of
the total issued and outstanding Till Capital shares (the
“9.9% Restriction”). However, if any one
shareholder of Till Capital beneficially owns, or exercises control
or direction over, more than 50% of the issued and outstanding Till
Capital shares, the 9.9% Restriction will cease to apply to the
Till Capital shares.
This news release shall not constitute an offer
to sell or a solicitation of an offer to buy any securities of Till
Capital or any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful. Trading in the
securities of Till Capital should be considered speculative.
Neither the TSX Venture Exchange nor its
Regulatory Service Provider (as that term is defined in the
policies of the TSX Venture Exchange) nor the Bermuda Monetary
Authority accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Statement Regarding Forward
Looking InformationExcept for statements of historical
fact, this news release contains certain “forward-looking
information” within the meaning of applicable securities laws.
These forward-looking statements are intended to qualify for the
safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995, and generally can be identified by
phrases such as “plan”, “except”, “project”, “intend”, “believe”,
“anticipate”, “estimate”, “will”, “could” and other similar words,
or statements that certain events or conditions “may” occur.
Such forward-looking statements include, but are not limited to,
those relating to the filing of the 2016 ANNUAL FINANCIAL
STATEMENTS and UPDATE ON FILING OF U.S. GAAP RESTATED QUARTERLIES,
and are subject to risks and uncertainties that may cause actual
results, performance or developments to differ materially from
those contained in the statements. These and all subsequent written
and oral forward-looking information are based on estimates and
opinions of management on the dates they are made and are expressly
qualified in their entirety by this notice. Except as required by
law, Till Capital assumes no obligation to update forward-looking
information should circumstances or management’s estimates or
opinions change.
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