2014-04-24 13:48:07 -
Hamilton, Bermuda (FSCwire) - Till Capital Ltd. (TSX.V: TIL) (the "Company" or "Till") announces that the common shares of Americas Bullion Royalty Corp. ("AMB") were delisted from the Toronto Stock Exchange at the close of trading on April 23, 2014, and that the restricted voting shares of Till (the "Till Shares") have commenced trading on the TSX Venture Exchange ("TSX-V") under the stock symbol TIL. The Company has a total of 3,612,684 Till Shares outstanding as at April 24, 2014.
As a result of the arrangement (the "Arrangement"), shareholders of AMB (the "AMB Shareholders") received 0.01 of Till Share in exchange for each common share of AMB held by such AMB Shareholder. Till issued 1,806,789 Till Shares to former AMB
Shareholders under the Arrangement.Till also purchased certain assets of Kudu Partners, L.P. ("Kudu") under the Arrangement in exchange for the issuance of 1,805,895 Till Shares pursuant to an asset purchase agreement between Till and Kudu dated April 17, 2014.
On April 17th, 2014, Till completed the Arrangement with AMB (see AMB news release dated April 17th, 2014) and the general nature of the assets of Till include:
Over CAD$35 million in cash and securities; and
Approximately 55 separate royalty interests, including deeded and option royalties;
ownership of all of the issued and outstanding shares of Resource Re Ltd., which holds a Class 3A insurance license in Bermuda;
Assuming completion of the proposed subscription, on a private placement basis, of common shares of Silver Predator Corp. ("SPD") (see AMB news release dated March 25th, 2014), ownership of up to 83,000,000 shares of SPD, representing approximately 64% of the issued and outstanding shares of SPD, assuming no additional shares are issued by SPD;
Ownership of 14,963,584 shares of Golden Predator Mining Corp. ("GPY"), representing approximately 54% of the issued and outstanding shares of GPY, assuming no additional shares are issued by GPY;
Ownership of 6,000,000 shares of Wolfpack Gold Corp. ("WFP"), representing approximately 12% of the issued and outstanding shares of WFP, assuming no additional shares are issued by WFP; and
Ownership of Cuesta del Cobre, S.A.; interest in the Adelaide, Tuscarora and Carlin Vanadium Projects in Nevada, USA; and
Approximately 160 oz of gold bullion.
Full details of the Arrangement are described in the management information circular of AMB dated February 21, 2014, the arrangement agreement between AMB and Till dated February 18, 2014, as amended by amending agreement dated March 25, 2014, and the press release of AMB dated March 25, 2014, all of which are available under AMB's company profile on SEDAR at www.sedar.com. Further details about Till are set out in the TSX-V listing application of Till dated April 22, 2014, which is available under Till's company profile on SEDAR at www.sedar.com.
Till Capital Ltd.
Till Capital merges talented teams to lead a unique Bermuda-domiciled company primarily engaged in the reinsurance business, supported by ancillary investments in royalties and equity holdings in the resource sector. This non-traditional approach creates a company with diversified investments and significant upside potential, well-positioned for future growth through access to and strategic deployment of capital. Till brings together a key technical team from the financial and market side with the specific engineering, mining, metallurgical and geological expertise.
For additional information:
Till Capital Ltd.
William M. Sheriff
Chairman and Chief Executive Officer
(208) 635 5415
The Till shares are restricted voting shares, whereby no single shareholder of Till is able to exercise voting rights for more than 9.9% of the voting rights of the total issued and outstanding Till shares (the "9.9% Restriction"). However, if any one shareholder of Till beneficially owns, or exercises control or direction over, more than 50% of the issued and outstanding Till shares, the 9.9% Restriction will cease to apply to the Till shares.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Till 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 should be considered speculative.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) 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 law. Forward-looking information is frequently characterized by words such as "plan", "expect", "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 assumes no obligation to update forward-looking information should circumstances or management's estimates or opinions change.
To view this press release as a PDF file, click onto the following link:
Source: Till Capital Ltd. (TSX Venture:TIL) www.aubullion.com
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