Exhibit 99.1
Form 51-102F4
Business Acquisition Report
| Item1 | Identity of Company |
| 1.1 | Name and Address of Company |
| Till Capital Ltd. (“Till” or the “Company”) 25 Church Street Hamilton HM12 Bermuda |
| 1.2 | Executive Officer |
| For further information regarding the significant acquisition referred to herein and this business acquisition report (the “Report”), please contact: |
William M. Sheriff Chief Executive Officer and Chairman |
| Item 2 | Details of Acquisition |
| 2.1 | Nature of Business Acquired |
| On May 15, 2015, the Company acquired all of the issued and outstanding shares of Omega Insurance Holdings, Inc. (“Omega”), a privately held and fully licensed Toronto, Canada based insurance provider (the "Acquisition"). The Acquisition included the acquisition of Omega's subsidiary companies Omega General Insurance Company and Focus Group, Inc. With over $40 million in assets and operating since 2004, Omega’s mission is to offersecure, innovative and customized solutions for insurers/reinsurers exiting the market andorganizations with unique insurance needs in a cost effective manner by a team ofdedicated professionals. Omega’s expertise in both the Canadian run-off phase and theCanadian start-up phase for a foreign insurance company gives Omega a strategicadvantage in its two main target markets: |
| 1. | To provide those insurers wishing to access the Canadian market, an ability to do so in the most efficient manner, through fronting arrangements and other creativesolutions; |
| 2. | To provide those insurers wishing to exit Canada, through a dedicated companydeep inexperience in handling “run-off” business, an ability to facilitate such an exit so that theirfinancial, legal, and moral obligations are met on a continuing basis, while being able torepatriate surplus capital in a more timely fashion. |
| 1 |
| 2.2 | Acquisition Date |
| The Acquisition was completed on May 15, 2015. |
| 2.3 | Consideration |
| At closing, Till paid Omega shareholders approximately $14.7 million, representing 95% of 1.2 times the book value as at September 30, 2014. Till will also pay an additional amount (currently estimated at approximately $1.0 million) for new insurance transactions in process at closing, when those transactions actually close. All payments are subject to a 5% hold-back to be paid to Omega shareholders based on 2015 year end results, and adjusted to reflect any adverse development above 10% in claim reserves from the closing date until December 31, 2015. |
| 2.4 | Effect on Financial Position |
| The Company does not presently plan or propose to make any material change in its business affairs or the affairs of Omega that would reasonably be expected to have a significant effect on the financial performance or financial position of the Company. |
| 2.5 | Prior Valuations |
| To the knowledge of the Company, there has not been any valuation opinion obtained within the last 12 months by Omega or the Company required by securities legislation or a Canadian exchange or market to support the consideration paid by the Company or any of its subsidiaries in connection with the Acquisition. |
| 2.6 | Parties to Transaction |
| The Acquisition was not with an informed person, associate or affiliate of the Company. |
| 2.7 | Date of Report |
| July 31, 2015 |
| Item 3 | Financial Statements and Other Information |
| 3.1 | Financial Statements of Omega Insurance Holdings Inc. |
| a) | Audited consolidated financial statements of Omega Insurance Holdings Inc., which comprise the consolidated statement of financial position as at December 31, 2014 and 2013 and the consolidated statements of comprehensive income, changes in equity, and cash flows for the year ended December 31, 2014 and 2013and the related notes to the financial statements, are attached as Appendix A. |
| 2 |
| The Company has not obtained the consent of Grant Thornton LLP to include the Independent Auditors’ Report dated February 26, 2015 in this Report. |
| b) | Unaudited interim consolidated balance sheet of Omega Insurance Holdings Inc. as at March 31, 2015 and 2014 and unaudited interim consolidated income statement for the three months ended March 31, 2015 and 2014 are attached as Appendix B. |
| 3.2 | Unaudited Consolidated Financial Statements of Till Capital Ltd. |
| a) | Unaudited pro forma interim consolidated balance sheet of the Company as at March 31, 2015 which gives effect to the Acquisition as if it had occurred on March 31, 2015. |
| b) | Unaudited pro forma consolidated statement of comprehensive income (loss) of the Company for the ten months ended December 31, 2014 which gives effect to the Acquisition as if it had occurred on March 1, 2014. |
| c) | Unaudited pro forma consolidated statement of comprehensive income (loss) of the Company for the three months ended March 31, 2015 which gives effect to the Acquisition as if it had occurred on March 1, 2014. |
| The foregoing pro forma financial statements, including notes relating to pro forma adjustments, are attached as Appendix C. |
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