UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 3,
2017
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Till Capital Ltd.
(Exact Name of Registrant as Specified in Charter)
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Bermuda
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001-37402
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Not Applicable
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Continental Building
Crawford House, 50 Cedar Avenue
Hamilton, HM11, Bermuda
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(Address of Principal Executive Offices)
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Registrant’s telephone number, including area code:
(208) 635-5415
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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On December 28, 2016, Till Capital Ltd. (the “Company”)
engaged Grant Thornton LLP, Hartford, Connecticut, USA(“GT U.S.”), to serve as the Company’s independent registered
public accounting firm for the year ended December 31, 2016. Contemporaneous with the determination to appoint GT U.S., the Company
dismissed Grant Thornton LLP, Toronto, Ontario, Canada, (“GT Canada”) from the role.
The reports of GT Canada on the Company’s consolidated financial
statements as of and for the fiscal year ended December 31, 2015 did not contain an adverse opinion or a disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 2015 and through the date
of this Current Report on Form 8-K, there were (i) no “disagreements” (as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K) between the Company and GT Canada on any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which, if not resolved to the satisfaction of GT Canada, would have caused GT Canada to make reference
to the subject matter of the disagreements in connection with its report for such fiscal year; and (ii) no “reportable events”
(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided GT Canada with a copy of the disclosures that
the Company is making in this Current Report on Form 8-K and requested that GT Canada furnish a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of GT Canada’s letter dated
February 3, 2017 is filed as Exhibit 16.1 hereto.
During the fiscal year ended December 31, 2015 and through the date
of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf has consulted with GT U.S. with respect
to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral
advice was provided to the Company that GT U.S. concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement
or reportable event.
On February 3, 2017, the Company issued a press release announcing
the above event. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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16.1
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Letter, dated February 3, 2017 from Grant Thornton LLP, Toronto, Ontario, Canada
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99.1
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Press release, dated February 3, 2017
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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 hereunto duly authorized.
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TILL CAPITAL LTD.
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Date: February 3, 2017
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/s/ Brian P. Lupien
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Brian P. Lupien
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Chief Financial Officer
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EXHIBIT 99.1
Till Capital Announces Change of Auditor
HAMILTON, Bermuda, Feb. 03, 2017 (GLOBE NEWSWIRE) --
Till Capital Ltd.
(NASDAQ:TIL) (TSX.V:TIL) (the “
Company
” or “
Till”
), a Bermuda domiciled company, announces that, due to its becoming a U.S. domestic issuer as of January 1, 2017, it has changed its auditor from Grant Thornton LLP, Toronto, Ontario, Canada (the “Former Auditor”) to Grant Thornton LLP, Hartford, Connecticut, USA (the “Successor Auditor”).
At the request of the Company, the Former Auditors resigned effective December 27, 2016 and the board of directors approved the appointment of the Successor Auditor as the Company’s auditor effective December 27, 2016.
There were no reservations in the Former Auditor’s reports on any of the Company’s financial statements relating to the period during which the Former Auditor was the Company’s auditor. There were no reportable events between the Company and the Former Auditor.
The Company’s Audit Committee and Board of Directors have approved the resignation of the Former Auditor. Pursuant to Canadian National Instrument 51-102 - Continuous Disclosure Obligations, the notice of change of auditor, together with the letter from the Former Auditor and the letter from the Successor Auditor, have been reviewed by the Company’s Audit Committee and Board of Directors and are available on SEDAR.
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.
208-635-5415
info@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 Information
Except 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 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.
