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Till acquires Americas Bullion, will list April 24

2014-04-23 19:50 ET - New Listing

Also Major Transaction Completed (C-AMB) Americas Bullion Royalty Corp

The TSX Venture Exchange has accepted for filing Till Capital Ltd.'s change of business, which includes the acceptance of the following transactions.

Americas Bullion Royalty Corp. (AMB) has entered into an arrangement agreement with Till, formerly Resource Holdings Ltd., dated Feb. 18, 2014, as amended by amending agreement dated March 25, 2014, in respect of a court-approved plan of arrangement pursuant to which AMB underwent a change of business directed toward the reinsurance business with a unique investment strategy focused on royalties and equity securities in the resource sector. Under the terms of the arrangement agreement, Till acquired all of the issued and outstanding shares of AMB and shareholders of AMB received 0.01 of a share of Till in exchange for each AMB share held. The share exchange resulted in Till issuing 1,806,789 shares of Till to the current AMB shareholders. Also pursuant to the arrangement, Till purchased an investment portfolio (the Kudu portfolio) with a market value of approximately $17.15-million from Kudu Partners LP, a private hedge fund operating in the U.S. Till issued 1,805,895 shares of Till to Kudu as consideration for the purchase of the portfolio. Immediately following completion of the arrangement, Kudu will distribute all of the shares of Till it receives to its limited partners and dissolve. The arrangement results in Till operating as a reinsurance company while controlling, directly and indirectly, the same assets as AMB currently holds.

Insiders:  William Sheriff 79,816 shares; William Harris 1,150 shares; Wayne Kauth 132,922 shares; Barry Rayment 1,567 shares; Thomas Skimming 2,700 shares; Timothy P. Leybold 400 shares; Joseph Taussig 5,500 warrants

As a result of the completion of the arrangement, effective at the opening on Thursday, April 24, 2014, the restricted voting shares of the company will commence trading on the TSX Venture Exchange. The company is classified as an investment company.

The common shares of AMB will be delisted from the Toronto Stock Exchange at the close of business on April 23, 2014.

Corporate jurisdiction:  Companies Act 1981 (Bermuda)

Capitalization:  12 million restricted voting shares with par value of 0.1 U.S. cent per share of which 3,612,684 restricted voting shares are issued and outstanding

Escrowed shares or warrants:  218,555 restricted voting shares and 5,500 warrants

Escrow term:  215,270 restricted voting shares for 18 months; 3,285 restricted voting shares for 36 months; 5,500 warrants for 36 months

Transfer agent:  Olympia Trust Company (Vancouver)

Trading symbol:  TIL (new)

Cusip No.:  G8875E 10 7 (new)

Sponsoring member:  Salman Partners Inc.

For further information, please refer to the company's listing application dated April 22, 2014.

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