Till Capital (TIL-CV) 6-K Condensed Consolidated Financial Statements

Exhibit 99.1

TILL CAPITAL LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 AND THE SEVEN MONTHS ENDED JUNE 30, 2014

(Unaudited)

Notice of Non-review of Interim Financial Statements

The attached interim condensed consolidated financial statements for the six months ended June 30, 2015 and the seven months ended June 30, 2014 have been prepared by and are the responsibility of the Company’s management and have been approved by the Audit Committee of the Company. The Company’s independent auditor has not performed a review of these interim financial statements.

Till Capital Ltd.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

	June 30, 2015			December 31, 2014
	(Unaudited)
Assets
Cash and cash equivalents	$	10,702,878		$	17,034,451
Investments (Note 4)		26,818,780			9,291,340
Reinsurance contract receivable		—			6,087,262
Premiums and ceded claims receivable		2,021,511			—
Unpaid claims ceded		4,504,769			—
Unearned premiums ceded		1,358,615			—
Deferred policy acquisition costs		369,001			—
Prepaid expenses and deposits		419,894			290,830
Property, plant and equipment (Note 6)		4,765,178			5,025,709
Royalty and mineral interests (Note 7)		12,489,304			13,828,158
Goodwill		3,614,776			346,591
Other assets (Note 8)		2,264,901			911,672
	$	69,329,607		$	52,816,013
Liabilities and shareholders' equity
Provision for outstanding claims and adjustment expenses	$	19,594,821		$	6,771,623
Unearned premiums		1,419,965			—
Unearned commissions		406,504			—
Accounts payable and accrued liabilities (Note 9)		8,990,202			824,363
Securities sold short (Note 4)		—			72,329
Debt and finance leases (Note 10)		278,553			320,346
		30,690,045			7,988,661
Shareholders' equity (Note 11)
Share capital		3,569			3,569
Contributed surplus		43,288,636			43,196,024
Treasury shares		(841,520	)		—
Accumulated other comprehensive loss		(1,669,292	)		(2,629,180	)
Deficit		(6,686,565	)		(684,361	)
Equity attributable to shareholders of Till Capital Ltd.		34,094,828			39,886,052
Non-controlling interests		4,544,734			4,941,300
Total shareholders’ equity		38,639,562			44,827,352
	$	69,329,607		$	52,816,013

Subsequent events (Note 17)

Approved on behalf of the Audit Committee:

Wayne Kauth

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

1

Till Capital Ltd.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited - Expressed in US dollars)

	Three months ended June 30, 2015			Four months ended June 30, 2014			Six months ended June 30, 2015			Seven months ended June 30, 2014
Revenue
Premiums earned	$	39,922		$	—		$	39,922		$	—
Investment income (loss), net (Note 4)		(340,724	)		2,609,561			(749,636	)		2,778,940
Other income		83,336			32,284			231,507			32,396
		(217,466	)		2,641,845			(478,207	)		2,811,336
Expenses
Claims and claims adjustment expenses		180,209			—			180,209			—
General and administrative expenses		1,177,663			1,450,633			2,201,977			3,154,911
Staff costs		127,914			654,997			220,947			1,329,691
Stock-based compensation (Note 11)		67,378			182,515			413,917			142,815
Mineral property impairment (Note 7)		1,053,251			1,105,463			1,053,251			18,123,589
Write-off of property, plant and equipment		—			—			103,405			1,816,293
Unrealized gain on derivative		—			(189,508	)		—			(190,168	)
Foreign exchange loss		177,935			117,190			1,655,731			104,372
Interest and other expense (income)		109,251			16,153			111,423			(731,258	)
		2,893,601			3,337,443			5,940,860			23,750,245
Loss before income taxes		(3,111,067	)		(695,598	)		(6,419,067	)		(20,938,909	)
Current income tax recovery		20,297			—			20,297			—
Deferred income tax recovery (expense)		—			2,367,736			—			(37,944	)
Income (loss) for the period	$	(3,090,770	)	$	1,672,138		$	(6,398,770	)	$	(20,976,853	)
Income (loss) attributable to:
Shareholders of Till Capital Ltd.	$	(3,094,872	)	$	1,816,635		$	(6,002,204	)	$	(20,831,853	)
Non-controlling interests		4,102			(144,497	)		(396,566	)		(145,000	)
	$	(3,090,770	)	$	1,672,138		$	(6,398,770	)	$	(20,976,853	)
Basic income (loss) per restricted voting share of Till Capital Ltd.	$	(0.90	)	$	0.63		$	(1.72	)	$	(8.55	)
Weighted average number of restricted voting shares outstanding		3,442,743			2,901,824			3,479,544			2,435,542
Items that may be reclassified to profit and loss:
Income (loss) for the period	$	(3,090,770	)	$	1,672,138		$	(6,398,770	)	$	(20,976,853	)
Change in cumulative translation adjustment		(2,606,644	)		(2,061,373	)		899,760			(225,959	)
Share of other comprehensive gain of associates		—			316,894			—			540,651
Unrealized gain (loss) on available-for-sale investments, net of tax		(346,970	)		430,205			60,128			431,690
Comprehensive income (loss) for the period	$	(6,044,384	)	$	357,864		$	(5,438,882	)	$	(20,230,471	)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

2

Till Capital Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited - Expressed in US dollars)

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Cash flows from operating activities
Loss for the period	$	(6,398,770	)	$	(20,976,853	)
Items not affecting cash:
Depreciation and accretion expense		52,761			299,476
Foreign exchange (gain) loss		1,655,731			(924,586	)
Stock-based compensation		413,917			142,815
(Gain) loss on investments		125,514			(3,616,861	)
Gain on sale of mineral interests		—			(403,417	)
Impairment losses and write-offs		1,156,656			20,343,299
Other non-cash items, net		(20,297	)		(24,918	)
		(3,014,488	)		(5,161,045	)
Changes in non-cash working capital items:
Decrease in reinsurance receivable		6,087,262			—
Increase in insurance assets		(1,969,311	)		—
(Increase) decrease in receivables		1,219,494			(299,028	)
(Increase) decrease in prepaid expenses and deposits		(129,064	)		60,761
Increase in insurance contract liabilities		1,837,811			—
Decrease in other liabilities		(15,910	)		—
Decrease in accounts payable and accrued liabilities		(557,892	)		(300,731	)
		3,457,902			(5,700,043	)
Cash flows from investing activities
(Increase) decrease in mineral interests		(285,603	)		13,053,082
Sales (purchases) of investments, net		3,530,184			(262,737	)
Purchase of Omega Insurance Holdings, Inc. (Note 3)		(12,148,093	)		—
Purchase of Till Capital Ltd.		—			(306,673	)
Sales (purchases) of property, plant and equipment, net		(2,649	)		60,380
Recovery of reclamation bonds		—			4,529
		(8,906,161	)		12,548,581
Cash flows from financing activities
Purchase of cash assets (Note 2)		—			9,302,686
Purchase of treasury shares		(841,520	)		—
Other		(41,794	)		(53,566	)
		(883,314	)		9,249,120
Increase (decrease) in cash and cash equivalents during the period		(6,331,573	)		16,097,658
Effect of exchange rate changes on cash		—			1,286,733
Cash and cash equivalents, beginning of the period		17,034,451			4,952,734
Cash and cash equivalents, end of the period	$	10,702,878		$	22,337,125

Supplemental disclosure with respect to cash flows (see Note 14).

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

3

Till Capital Ltd.

Condensed Consolidated Statements of Changes in Shareholders' Equity

(Unaudited - Expressed in US dollars)

	Capital Stock												Accumulated other			Non-
	Shares			Amount			Contributed surplus			Treasury shares			comprehensive income (loss)			controlling interests			Deficit			Total
Balance, December 1, 2013		1,803,166		$	12,211,426		$	9,536,421		$	—		$	(899,351	)	$	—		$	(68,557,050	)	$	52,291,446
Fractional shares adjusted for split		(33	)		—			—			—			—			—			—			—
Shares issued for asset purchase		1,805,895			15,710,625			—			—			—			—			—			15,710,625
Issuance of shares - properties		3,656			34,255			—			—			—			—			—			34,255
Non-controlling interests		—			—			—			—			—			5,362,811			—			5,362,811
Stock-based compensation and other		—			—			142,815			—			—			—			—			142,815
Change in value of investments		—			—			—			—			431,690			—			—			431,690
Share of comprehensive loss of associates		—			—			—			—			540,653			—			—			540,653
Cumulative translation adjustment		—			(4,492,772	)		(89,135	)		—			(199,424	)		—			2,818,864			(1,962,467	)
Net loss for the period		—			—			—			—			—			(145,000	)		(20,831,853	)		(20,976,853	)
Balance, June 30, 2014		3,612,684		$	123,463,534		$	9,590,101		$	—		$	(126,432	)	$	5,217,811		$	(86,570,039	)	$	51,574,975
Balance, January 1, 2015		3,569,184		$	3,569		$	43,196,024		$	—		$	(2,629,180	)	$	4,941,300		$	(684,361	)	$	44,827,352
Adjustment for prior year return of shares		—			—			(321,305	)		—			—			—			—			(321,305	)
Purchase of treasury shares		—			—			—			(841,520	)		—			—			—			(841,520	)
Stock-based compensation		—			—			413,917			—			—			—			—			413,917
Change in value of investments		—			—			—			—			60,128			—			—			60,128
Cumulative translation adjustment		—			—			—			—			899,760			—			—			899,760
Net loss for the period		—			—			—			—			—			(396,566	)		(6,002,204	)		(6,398,770	)
Balance, June 30, 2015		3,569,184		$	3,569		$	43,288,636		$	(841,520	)	$	(1,669,292	)	$	4,544,734		$	(6,686,565	)	$	38,639,562

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

4

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

1. NATURE OF OPERATIONS

Till Capital Ltd. ("the Company" or "Till") was incorporated under the laws of Bermuda on August 20, 2012 under the name Resource Holdings Ltd. On March 19, 2014, the Company changed its name to Till Capital Ltd. in accordance with the Company's bye-laws and section 10 of the Bermuda Companies Act 1981, as amended (the "Companies Act"). Till is an exempted holding company with its principal place of business at Continental Building, 25 Church Street, Hamilton HM12, Bermuda. Till's registered office is Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda and its registered agent is Compass Administration Services Ltd.

Till was formed to respond to the market need for more capacity for certain types of insurance and reinsurance. Till conducts its reinsurance business through Resource Re Ltd. (“RRL”), a wholly-owned subsidiary of Till that was incorporated in Bermuda on August 20, 2012 and licensed as a Class 3A insurance company in Bermuda by the Bermuda Monetary Authority (“BMA”) on August 28, 2013. RRL operates through the Multi-Strat Re Ltd. ("MSRE") program as a global property and casualty reinsurer to acquire medium to long-term, customized reinsurance contracts with capped liabilities and diversification in specialty property and casualty lines. MSRE is a Bermuda based privately-held reinsurance company.

RRL's business strategy is to produce both underwriting profits from reinsurance policies and investment returns by investing reinsurance premiums and corporate capital. RRL generates underwriting income by offering reinsurance coverage to a select group of insurance companies, captive insurers that wish to redeploy capital more productively, profitable privately-held insurers with capital constraints that limit growth or wish to redeploy capital more productively, and insurers and reinsurers that are under regulatory, capital or ratings stress. RRL's investment team has extensive experience in finance, trading, and operations.

On May 15, 2015, the Company acquired all of the issued and outstanding shares of Omega Insurance Holdings, Inc. (“Omega”), a privately-held Toronto, Canada based insurance provider, including its subsidiaries, Omega General Insurance Company (a fully licensed insurance company) and Focus Group, Inc. Omega’s mission is to offer secure, innovative and customized solutions for insurers/reinsurers exiting the market and organizations with unique insurance needs in a cost effective manner by a team of dedicated professionals. Omega’s expertise in both the Canadian run-off phase and the Canadian start-up phase for a foreign insurance company gives Omega a strategic advantage in its two main target markets:

1. To provide those insurers wishing to access the Canadian market an ability to do so in an efficient manner through fronting arrangements and other means;

2. To provide those insurers wishing to exit Canada, through a dedicated company with experience in handling run-off business, an ability to facilitate such an exit so that their financial, legal, and moral obligations are met on a continuing basis, while being able to repatriate surplus capital in a more timely fashion.

2. BASIS OF PRESENTATION

Basis of presentation and measurement

The unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”), and interpretations of the IFRS Interpretations Committee (“IFRIC”) applicable to the preparation of interim financial statements, including IAS 34, "Interim Financial Reporting". The interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the ten months ended December 31, 2014 that have been prepared in accordance with IFRS as issued by the IASB. The interim condensed consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments and stock based awards that have been measured at fair value.

Change of presentation currency

In May 2015, the Company completed a U.S. exchange listing to broaden its access to capital markets. The Company’s shares commenced trading on Nasdaq on May 26, 2015. Going forward, the Company anticipates raising capital primarily in the U.S. market. The Company’s board of directors accordingly made a decision to change the Company’s financial statements’ presentation currency from Canadian dollars to U.S. dollars starting with the second quarter of 2015 so that investors in the U.S can better understand the Company’s financial results and financial position, and so that the financial statements are more comparable to other companies in the U.S. market.

The unaudited interim condensed consolidated financial statements have been prepared in U.S. dollars as if the U.S. dollar had been the presentation currency since January 1, 2015, and all comparative prior period's financial statements have been restated to U.S. dollars in accordance with International Accounting Standard (“IAS”) 21, "The Effect of Changes in Foreign Exchange Rates".

AMB's purchase of Till as the accounting acquirer

Americas Bullion Royalty Corp. ("AMB"), formerly Golden Predator Corp., was incorporated under the laws of the Province of British Columbia on January 6, 2009. AMB's business was to generate passive royalty income from its royalty properties, conduct mining exploration and development activities, and invest in undervalued natural resource assets. AMB’s principal royalty properties were located in Nevada, United States and its exploration properties were primarily located in the Yukon, Canada.

On April 17, 2014, as a part of the Company's reorganization plan, AMB purchased all of the issued and outstanding shares of Till from MultiStrat Holdings Ltd. ("MSH") for $1.4 million. The assets of Till included $1.0 million cash and a 100% interest in Resource Re Ltd. AMB was considered the accounting acquirer and Till was the legal acquirer. The following factors from guidelines in IFRS 3, "Business Combinations"("IFRS 3"),were used in determining that AMB was the accounting acquirer:

5

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

• AMB initiated and managed the transaction and the board of directors and senior management of AMB remained with Till subsequent to the reorganization.

• The shareholders of AMB received 50.01% of the total shares issued or 1,806,789 shares of the total 3,612,684.

• The carrying value of the AMB assets was greater than that of the assets of Till.

• The estimated fair value of the AMB assets, based on AMB's market capitalization, exceeded the estimated fair value of the assets of Till.

• AMB purchased all of the issued and outstanding shares of Till by transferring approximately $1.4 million for the purchase.

Changes in accounting period

In 2014, in conjunction with the reorganization plan, the Company changed its year-end from February 28 to December 31. Therefore, the interim condensed consolidated financial statements presented herein are for the three and six months ended June 30, 2015 compared to the four and seven months ended June 30, 2014.

Basis of consolidation

These unaudited interim condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

Subsidiaries are entities that the Company controls, either directly or indirectly. Control is defined as the exposure, or rights, to variable returns from involvement with an investee and the ability to affect those returns through power over the investee. Power over an investee exists when a company has existing rights that give it the ability to direct the activities that significantly affect the investee’s returns. This control is generally evidenced through ownership of more than 50% of the voting rights or currently exercisable potential voting rights of a company’s share capital. All intra-group balances and transactions, including unrealized profits and losses arising from intra-group transactions, have been eliminated in consolidation.

Where necessary, adjustments are made to the financial statements of the subsidiaries and entities to conform their accounting policies with those used by the Company.

The Company’s major subsidiaries and ownership interests as of June 30, 2015 are as follows:

Name of Subsidiary	Country of Incorporation	Functional Currency	Proportion of Ownership Interest	Principal Activity
Resource Re, Ltd.	Bermuda	US	100%	Reinsurance
Omega Insurance Holdings, Inc.	Canada	Canadian	100%	Holding company
Omega General Insurance Company	Canada	Canadian	100%	Insurance
Focus Group, Inc.	Canada	Canadian	100%	Insurance consulting
Till Capital US Holding Corp.	Nevada, USA	US	100%	Holding company
Golden Predator U.S. Holding Corp.	Nevada, USA	US	100%	Management services
Till Management Company	Nevada, USA	US	100%	Investment management
Golden Predator Mining Corp. (formerly Northern Tiger)	Alberta, Canada	Canadian	59.72%	Mineral exploration
Silver Predator Corp.	British Columbia, Canada	Canadian	71.65%	Mineral exploration

New accounting standards

The Company is currently evaluating the impact of the following pronouncements and has not yet determined the impact on its consolidated financial statements:

Financial Instruments

IFRS 9, "Financial Instruments" ("IFRS 9"), addresses the classification, measurement and recognition of financial assets and financial liabilities. The IASB has previously issued versions of IFRS 9 that introduced new classification and measurement requirements (in 2009 and 2010) and a new hedge accounting model (in 2013). The July 2014 publication of IFRS 9 is the complete version of the Standard, replacing earlier versions of IFRS 9 and superseding the guidance relating to the classification and measurement of financial instruments in IAS 39, "Financial Instruments: Recognition and Measurement" (“IAS 39”). Additionally, IFRS 9 introduces a new three-stage expected credit loss model for calculating impairment for financial assets, and some modifications related to hedge accounting. This final version of IFRS 9 will become effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

Revenue from Contracts with Customers

IFRS 15,“Revenue from Contracts with Customers”(“IFRS 15”) replaces IAS 11, “Construction Contracts”, IAS 18, “Revenue”, IFRIC 13, “Customer Loyalty Programmes”, IFRIC 15, “Agreements for the Construction of Real Estate”, IFRIC 18,“Transfer of Assets From Customers”, and Standard Interpretations Committee, (“SIC”) 31, “Revenue - Barter Transaction Involving Advertising Services”. IFRS 15 establishes principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity’s contract with customers. This revenue standard introduces a single, principles-based, five-step model for the recognition of revenue when control of a good or service is transferred to the customer and requires the reporting entity to identify the contract(s) with the customer, identify the performance obligations in the contract, determine transaction price, allocate the transaction price, and recognize revenue when a performance obligation is satisfied. IFRS 15 is intended to enhance disclosures about revenue to help investors better understand the nature, amount, timing, and uncertainty of revenue and cash flows from contracts with customers and to improve the comparability of revenue from contracts with customers. This standard will become effective for annual periods beginning on or after January 1, 2018, with early adoption permitted.

6

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

3. ACQUISITION

On May 15, 2015, the Company completed the acquisition of Omega Insurance Holdings, Inc., a privately-held Toronto, Canada based insurance provider, including its subsidiaries, Omega General Insurance Company (a fully licensed insurance company) and Focus Group Inc.

The purchase price of $14,062,970 represents 1.2 times the book value as of the closing date, and includes an additional amount of $751,880 for pending insurance transactions in process. All payments are subject to a 5% hold-back to be paid to Omega shareholders based on 2015 year-end results, and adjusted to give effect to any adverse development above 10% in claim reserves as calculated from the closing date until December 31, 2015.

The Company has not completed the process of determining the fair value of its losses and loss adjustment expense reserves acquired in the acquisition pursuant to IFRS 3. The valuation will be completed within the measurement period, which cannot exceed 12 months from the acquisition date. As a result, the fair value recorded is a provisional estimate and may be subject to adjustment. Once completed, any adjustment resulting from the valuations may impact the individual amounts recorded for assets acquired and liabilities assumed.

The following summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed at the date of acquisition:

Consideration:
1.2 times the book value as of May 15, 2015	$	13,311,090
Pending insurance transactions		751,880
Total purchase price	$	14,062,970
Fair value of net assets acquired:
Cash and cash equivalents	$	463,339
Investments		21,578,246
Accrued investment income		287,991
Trade and other receivables		3,357,467
Unpaid claims ceded		4,400,547
Net asset of the pending insurance contracts		751,880
Goodwill		3,268,186
Capital assets		45,773
Deferred income taxes		600,668
Total fair value of assets acquired		34,754,097
Payables and accruals		3,742,756
Provision for unpaid claims and adjustment expenses		13,225,004
Other liabilities		3,723,367
Total liabilities assumed		20,691,127
Net assets acquired	$	14,062,970

The Company has attributed $3,268,186 of the purchase price to goodwill. The results of operations from this acquisition have been included in the condensed consolidated financial statements from the date of acquisition. As a result, net revenue of $147,614 and a net loss of $99,062 from Omega were included in the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2015.

The difference between the original carrying value of the insurance liabilities and reinsurance assets acquired at the date of acquisition and their fair value was recorded as fair value adjustment ("FVA") to the liabilities and assets. The FVA is amortized over the estimated payout period of the outstanding losses and loss expenses assumed.

7

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

The unaudited pro forma financial information below represents the combined results of the Company's operations as if the Omega acquisition had occurred at the beginning of the periods presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisition had taken place at the beginning of the periods presented, nor is it indicative of future operating results.

	Three months ended June 30,					Six months ended June 30,
	2015			2014		2015			2014
Revenue	$	(19,344	)	$	10,178,274	$	1,103,728		$	15,739,377
Net income (loss)	$	(1,781,732	)	$	1,677,689	$	(4,995,842	)	$	(20,573,783	)

4. INVESTMENTS

Held for trading investments

	June 30, 2015
	Cost		Unrealized Gain / (Loss)			Estimated Fair Value
Public companies – natural resource sector	$	2,682,596	$	810,589		$	3,493,185
Public companies – all other sectors		136,260		(74,996	)		61,264
Private companies – natural resource sector		1,508,299		(232,599	)		1,275,700
Private companies – all other sectors		100,000		—			100,000
Gold bullion		214,851		(24,927	)		189,924
	$	4,642,006	$	478,067		$	5,120,073

	December 31, 2014
	Cost		Unrealized Gain / (Loss)			Estimated Fair Value
Public companies – natural resource sector	$	6,560,826	$	67,004		$	6,627,830
Public companies – all other sectors		441,227		(13,807	)		427,420
Private companies – natural resource sector		1,508,299		(225,976	)		1,282,323
Private companies – all other sectors		256,060		—			256,060
Gold bullion		214,851		(19,517	)		195,334
	$	8,981,263	$	(192,296	)	$	8,788,967

Available for sale investments

	June 30, 2015
	Cost		Unrealized Gain / (Loss)			Estimated Fair Value
Government bonds & guaranteed investment certificates	$	20,242,248	$	935,969		$	21,178,217
Public companies – natural resource sector		829,367		(360,259	)		469,108
Public companies – all other sectors		55,739		(20,543	)		35,196
Private company – natural resource sector		—		16,186			16,186
	$	21,127,354	$	571,353		$	21,698,707

	December 31, 2014
	Cost		Unrealized Gain / (Loss)			Estimated Fair Value
Public companies – natural resource sector	$	768,726	$	(333,087	)	$	435,639
Public companies – all other sectors		59,234		(9,701	)		49,533
Private company – natural resource sector		—		17,201			17,201
	$	827,960	$	(325,587	)	$	502,373

8

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Total Investments

	June 30, 2015
	Cost		Unrealized Gain		Estimated Fair Value
Held for trading	$	4,642,006	$	478,067	$	5,120,073
Available for sale		21,127,354		571,353		21,698,707
	$	25,769,360	$	1,049,420	$	26,818,780

	December 31, 2014
	Cost		Unrealized Loss			Estimated Fair Value
Held for trading	$	8,981,263	$	(192,296	)	$	8,788,967
Available for sale		827,960		(325,587	)		502,373
	$	9,809,223	$	(517,883	)	$	9,291,340

Securities sold short

There were no securities sold short as of June 30, 2015.

	December 31, 2014
	Cost			Unrealized Loss			Estimated Fair Value
Public companies – natural resource sector	$	(61,321	)	$	(11,008	)	$	(72,329	)

Fair value measurement

The fair value of securities in the Company’s investment portfolio is estimated using the following techniques:

Level 1 - Assets or liabilities with quoted prices in active markets. A financial instrument is regarded as quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry company, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2 - Assets or liabilities that are measured using observable market data and are not allocable to level 1. Measurement is based, in particular, on prices for comparable assets and liabilities that are traded on active markets, prices on markets that are not considered active, as well as inputs derived from such prices or market data.

Level 3 - Assets or liabilities that cannot be measured or can only be partially measured using observable market inputs. The measurement of such instruments draws principally on valuation models and methods.

The Company determines the estimated fair value of each individual security utilizing the highest level inputs available.

The Company’s investments in government bonds, guaranteed investment certificates, and public companies are classified as Level 1 investments because the fair values are based on quoted prices in active markets for identical assets that are recorded at fair value. The Company’s shares in privately-held companies are valued at the amount stated in the contractual agreement less a discount for which there is no observable market data.

9

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

The fair value hierarchy of the Company’s investment holdings is as follows:

	June 30, 2015
	Level 1		Level 2		Level 3		Total
Government bonds & guaranteed investment certificates	$	21,178,217	$	—	$	—	$	21,178,217
Public companies – natural resource sector		3,962,293		—		—		3,962,293
Public companies – all other sectors		96,460		—		—		96,460
Private companies – natural resource sector		—		—		1,291,886		1,291,886
Private companies – all other sectors		—		—		100,000		100,000
		25,236,970		—		1,391,886		26,628,856
Gold		189,924		—		—		189,924
Investments total	$	25,426,894	$	—	$	1,391,886	$	26,818,780

	December 31, 2014
	Level 1		Level 2		Level 3		Total
Public companies – natural resource sector	$	6,568,470	$	495,000	$	—	$	7,063,470
Public companies – all other sectors		476,953		—		—		476,953
Private companies – natural resource sector		—		—		1,299,524		1,299,524
Private companies – all other sectors		—		—		256,060		256,060
		7,045,423		495,000		1,555,584		9,096,007
Gold		195,333		—		—		195,333
Investments total	$	7,240,756	$	495,000	$	1,555,584	$	9,291,340

The fair value hierarchy of the Company’s securities sold short is as follows:

There were no securities sold short as of June 30, 2015.

	December 31, 2014
		Level 1			Level 2		Level 3		Total
Public companies – natural resource sector	$	(72,329	)	$	—	$	—	$	(72,329	)

A reconciliation of the beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 Inputs during the six months ended June 30, 2015 is as follows:

	Equity Securities
Level 3 investments as of December 31, 2014	$	1,555,584
Purchases		—
Sales		—
Total realized loss		(10	)
Change in unrealized loss		(7,629	)
Transfers out of Level 3		(156,059	)
Level 3 investments as of June 30, 2015	$	1,391,886

Net realized and unrealized gain (loss) on Level 3 investments are as follows:

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Net realized loss on Level 3 investments	$	(10	)	$	—
Change in unrealized loss on Level 3 investments		(7,629	)		128,071
Net realized and unrealized gain on Level 3 investments	$	(7,639	)	$	128,071

10

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Realized gain (loss) on investments, net:

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Equities	$	(646,061	)	$	1,213,478
Options, warrants and futures		(318,402	)		(26,227	)
Bonds		(42,579	)		—
Royalties		—			35,122
Foreign currency		148,916			31,892
Total	$	(858,126	)	$	1,254,265

Net change in unrealized loss on investments:

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Equities	$	502,884		$	2,168,448
Options and futures		173,489			(212	)
Bonds		10,417			—
Gold bullion		(5,410	)		—
Foreign currency		51,232			(13,962	)
Total	$	732,612		$	2,154,274

Ordinary investment income (expense):

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Net interest and dividends	$	112,226		$	(22,475	)
Investment related expenses		(736,348	)		(196,543	)
Total	$	(624,122	)	$	(219,018	)

Investment income (loss), net:

	Six months ended June 30, 2015			Seven months ended June 30, 2014
Net realized gain (loss) on held for trading securities	$	(814,362	)	$	1,254,265
Change in net unrealized gain on held for trading securities		732,612			2,154,274
Net realized loss on available for sale securities		(43,764	)		—
Change in net unrealized loss on available for sale securities		—			(410,581	)
Ordinary investment expense		(624,122	)		(219,018	)
Total	$	(749,636	)	$	2,778,940

11

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

5. INSURANCE CONTRACT LIABILITES AND DEFERRED POLICY ACQUISITION COSTS

Summary of changes in insurance contract liabilities

	Six months ended			Ten months ended
	June 30, 2015			December 31, 2014
Balance at beginning of period	$	6,771,623		$	—
Incurred losses relating to:
Omega acquisition		13,225,004			—
Outstanding loss reserves		4,102,946			3,264,346
Incurred but not reported provision		(127,433	)		3,507,277
Total incurred current period		17,200,517			6,771,623
Paid losses related to:
Current period		(2,456,010	)		—
Prior period		(1,508,162	)		—
Total paid		(3,964,172	)		—
Adjustment due to currency conversion		(413,147	)		—
Balance at end of period	$	19,594,821		$	6,771,623

The establishment of the provision for insurance and reinsurance contract liabilities is based on known facts and interpretation of circumstances and is therefore a complex and dynamic process influenced by a large variety of factors. These factors include historical trends involving claim payment patterns, pending levels of unpaid claims, product mix or concentration, and claims severity and claim frequency patterns.

Other factors include the continually evolving and changing regulatory and legal environment, actuarial studies, professional experience and expertise of the Company's management, contractors, and independent loss adjusters retained to handle individual claims, the quality of the data used for projection purposes, existing claims management and settlement practices, the effect of inflationary trends on future claims settlement costs, court decisions, economic conditions, and public attitudes. In addition, time can be a critical part of the provision determination, since the longer the span between the incidence of a loss and the payment or settlement of the claims, the more variable the ultimate settlement amount can be. Accordingly, short-tail claims such as property claims tend to be more predictable than long-tailed claims, such as general liability claims.

Consequently, the establishment of the provision for insurance and reinsurance contract liabilities relies on the judgment and opinion of a large number of individuals, on historical precedent and trends, on prevailing legal, economic, social and regulatory trends, and on the expectations as to future developments. The process of determining the provisions necessarily involves risks that the actual results will deviate, perhaps substantially, from the best estimates made.

Management continually refines its reserve estimates in a regular ongoing process that includes review of key assumptions, historical loss experience, juridical trend, legislation changes, and specific industry practices. In establishing reserves, the Company takes into account estimated legal defense and indemnity costs, claim complexity and the potential severity of individual claims. Informed judgment is applied throughout the process.

Deferred policy acquisition costs

	Three months ended June 30,					Six months ended June 30,
	2015			2014		2015			2014
Balance at beginning of period	$	—		$	—	$	—		$	—
Acquisition costs deferred		545,335			—		545,335			—
Amortization of deferred policy acquisition costs		(176,334	)		—		(176,334	)		—
Balance at end of period	$	369,001		$	—	$	369,001		$	—

12

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

6. PROPERTY, PLANT AND EQUIPMENT

	Land and structures			Computer equipment			Leasehold improvements and furniture			Equipment			Total
Cost:
Balance, December 31, 2014	$	854,755		$	703,445		$	97,933		$	5,171,924		$	6,828,057
Additions		—			2,649			44,346			—			46,995
Dispositions		—			(401,527	)		(16,385	)		(111,009	)		(528,921	)
Currency translation adjustment		(26,625	)		(5,414	)		(1,109	)		(69,676	)		(102,824	)
Balance, June 30, 2015	$	828,130		$	299,153		$	124,785		$	4,991,239		$	6,243,307
Accumulated depreciation:
Balance, December 31, 2014	$	244,064		$	635,007		$	53,729		$	869,548		$	1,802,348
Depreciation		34,093			26,996			9,734			111,834			182,657
Dispositions		—			(385,363	)		(9,072	)		(28,396	)		(422,831	)
Currency translation adjustment		(18,417	)		(4,913	)		(637	)		(60,078	)		(84,045	)
Balance, June 30, 2015	$	259,740		$	271,727		$	53,754		$	892,908		$	1,478,129
Net carrying amounts:
As at December 31, 2014:	$	610,691		$	68,438		$	44,204		$	4,302,376		$	5,025,709
As at June 30, 2015:	$	568,390		$	27,426		$	71,031		$	4,098,331		$	4,765,178

7. ROYALTY AND MINERAL INTERESTS

	Balance, December 31, 2014		Acquisition costs incurred		Exploration costs incurred			Impairments			Currency Translation Adjustment			Balance, June 30, 2015
Yukon, Canada Properties:
Brewery Creek	$	1,836,525	$	—	$	27,788		$	—			(108,329	)	$	1,755,984
Sonora Gulch		3,071,828		—		(17,814	)		—			(181,253	)		2,872,761
3 Aces		1,116,269		11,787		—			—			(65,859	)		1,062,197
Other		1,782,222		8,762		(23	)		(825,432	)		(105,108	)		860,421
Royalty interests		24,158		—		—			—			—			24,158
Total Yukon, Canada Properties	$	7,831,002	$	20,549	$	9,951		$	(825,432	)	$	(460,549	)	$	6,575,521
U.S. and Other Properties:
Taylor	$	3,842,488	$	—	$	14,778		$	—		$	—		$	3,857,266
Other SPD Properties		1,579,835		—		129,596			(227,819	)		—			1,481,612
Other US Properties		462,258		—		72			—			—			462,330
Royalty interests		112,575		—		—			—			—			112,575
Total U.S. and Other Properties	$	5,997,156	$	—	$	144,446		$	(227,819	)	$	—		$	5,913,783
Total	$	13,828,158	$	20,549	$	154,397		$	(1,053,251	)	$	(460,549	)	$	12,489,304

As part of the reorganization described in Note 2, the Company entered into agreements to transfer certain assets to Silver Predator Corp. ("SPD") and Golden Predator Mining Corp ("GPY"), formerly Northern Tiger Resources Inc. Till owns approximately 72% and 60% of the outstanding shares of SPD and GPY, respectively. Because the reorganization resulted in the Company consolidating SPD and GPY, the mineral properties related to these agreements were adjusted further due to the fair market value of the acquired stock being lower than their book value of the assets on the date of the transaction. Additionally, the Company owns mineral properties as a result of controlling interests in SPD and GPY. See their respective publicly disclosed financial statements for additional information regarding these properties.

13

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Brewery Creek, Yukon, Canada

The Brewery Creek project is a past producing heap leach gold mining operation with a total of about 280,000 ounces of gold produced from seven near-surface oxide deposits along the property's Reserve Trend from 1996 through 2002, when the mine (operated by Viceroy Resource Corporation) shut down primarily due to low gold prices. The 200 square kilometer property is located 55 kilometers due east of Dawson City, accessible by paved and gravel roads from the junction of the North Klondike and Dempster Highways.

A positive Preliminary Economic Assessment was released in accordance with Canadian NI 43-101 on the Brewery Creek Project during the fourth quarter of 2014.  The project holds a Quartz Mining License and a Type A Water License both with expiration dates of December 31, 2021.  The Type A water license is subject to the restrictions and conditions contained in the Yukon Water Act and Regulations.  The project is also in receipt of all necessary permits required to conduct additional exploration.

The Company is working on a project proposal submission to the Executive Committee of the Yukon Environmental and Socio-economic Assessment Board for their review that will lead to an updated Quartz Mining and Water Licenses for renewed mining and processing at Brewery Creek. Golden Predator Mining Corp. is actively seeking a qualified operator as a joint venture partner.

Sonora Gulch, Yukon, Canada

GPY owns 100% interest in 259 contiguous quartz claims at Sonora Gulch subject to a 1% net smelter royalty ("NSR"). The property is located 40 kilometers west of Capstone's Minto Mine; the main target for this property is a multi-phase porphyry with primarily copper and gold mineralization.

Taylor, Nevada, U.S.

SPD owns a 100% interest in the Taylor Mine and Mill that is located in White Pine County, Nevada, 27 kilometers south of the town of Ely and 4.0 kilometers (2.5 miles) east of US highway 50. The property consists of 197 unpatented and patented lode claims and five unpatented millsite claims totaling 1,578 hectares (3,900 acres), subject to a 2% NSR royalty.

Springer Tungsten Mine and Mill, Nevada, U.S.

SPD owns 100% interest in the Springer Tungsten Mine and Mill (“Springer”) located in Nevada, U.S. Springer consists of a nearly operationally ready mill and a current Tungsten resource.

On December 31, 2013, SPD completed an amended and restated Preliminary Economic Assessment (“PEA”) on Springer. The PEA was prepared by DMT Geosciences Ltd. of Calgary, Alberta, Canada, an independent mining industry consultant, reviewed and approved by Michael Maslowski BSc. CPG., the Company's Director of Operations and a Qualify Person (QP) as defined by National Instrument 43-101, and was disclosed in accordance with National Instrument 43-101. The financial analysis of the mine restart, based on the current resource, defines a five year mine life with net present value of $22.8 million at an 8% discount rate and an internal rate of return of 47%.

Springer currently carries a mineral interest book value of approximately $630,000 and a fixed assets book value of approximately $4.0 million.

8. OTHER ASSETS

	June 30, 2015		December 31, 2014
Other receivables	$	47,891	$	36,315
Reclamation bonds		866,231		875,357
Deferred income taxes		598,899		—
Net asset of pending insurance contracts		751,880		—
	$	2,264,901	$	911,672

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	June 30, 2015		December 31, 2014
Trade payables	$	2,973,337	$	733,995
Claims and ceded premiums payable		2,350,662		—
Other liabilities		3,666,203		90,368
	$	8,990,202	$	824,363

Other liabilities include payroll liabilities of $58,067 (as at December 31, 2014 - $90,368) and other liabilities of $3,608,136 related to a deposit held by Omega for certain reinsurance assumption contracts in the event of future adverse development.

14

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

10. DEBT AND FINANCE LEASES

Office building note

	June 30, 2015		December 31, 2014
Office building note	$	278,553	$	291,835
Other		—		28,511
	$	278,553	$	320,346

The Company maintains a note agreement secured by an office building and land in Hayden, Idaho. The note calls for monthly payments of $3,627, including interest at 4.5%, and matures October 2016.

11. SHARE CAPITAL AND RESERVES

a) Authorized share capital

In April 2014, in conjunction with the reorganization transaction, the Company's Board of Directors approved changes to the authorized share capital. The Company is authorized to issue 12,000,000 shares of restricted voting stock at a par value of $0.001. Shares of Till have restricted voting rights, 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.  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 no longer apply to the Till shares.

The Company completed a quasi-reorganization effective December 31, 2014 to restate its Share capital to an amount equal to its then issued and outstanding shares multiplied by the par value per share of $0.001, or $3,569. The quasi-reorganization also eliminated the Company's historical deficit and increased contributed surplus. Because assets had been stated at approximate fair values, the quasi-reorganization had no effect on recorded assets.

A quasi-reorganization is an accounting process and transaction that results in eliminating the accumulated deficit in retained earnings. This accounting process and transaction is limited to a reclassification of accumulated deficits as a reduction of share capital. The Company implemented the quasi-reorganization effective December 31, 2014 upon completion of the Company's revised business strategy and operating plans, and as a result thereof entered into the insurance and reinsurance business.

b) Stock options and warrants

The Company adopted an incentive stock option plan (the “2014 Stock Option Plan”), under which Till’s Board of Directors may, from time to time and in its sole discretion, award options to acquire shares of the restricted voting stock of the Company to directors, employees and consultants.

During the six months ended June 30, 2015, the Company recognized share based compensation related to options and warrants of $413,917, which amounts are reported in the condensed consolidated statement of comprehensive income (loss).

At June 30, 2015, the Company has 302,763 stock options outstanding with a weighted average exercise price of $18.58, and 179,500 warrants outstanding with a weighted average exercise price of $9.92.

c) Treasury shares

The Company purchased 139,900 shares of the Company's restricted voting shares during the six months ended June 30, 2015 pursuant to a Normal Course Issuer Bid program approved by the Company's directors in September 2014.

12. EARNINGS PER SHARE

The Company uses the treasury stock method to calculate diluted earnings per share. Following the treasury stock method, the numerator for the Company’s diluted earnings per share calculation remains unchanged from the basic earnings per share calculation, as the assumed exercise of the Company’s stock options and warrants does not result in an adjustment to profit or loss.

Stock options to purchase 302,763 restricted voting shares were outstanding at June 30, 2015 (December 31, 2014 – 307,863). Warrants to purchase 179,500 restricted voting shares were outstanding at June 30, 2015 (December 31, 2014 – 8,500). These stock options and warrants were excluded in the calculation of diluted earnings per share because the exercise price of the awards was greater than the weighted average market value of the restricted voting shares in the six months ended ended June 30, 2015.

15

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

13. SEGMENT INFORMATION

As at June 30, 2015	Omega		RRL		Controlled subsidiaries		All others		Total
Assets
Cash and cash equivalents	$	736,537	$	9,608,825	$	38,658	$	318,859	$	10,702,879
Investments		21,178,217		4,928,184		176,528		535,850		26,818,779
Premium and ceded claims receivable		2,021,511		—		—		—		2,021,511
Unpaid claims ceded		4,504,769		—		—		—		4,504,769
Unearned premiums ceded		1,358,615		—		—		—		1,358,615
Deferred policy acquisition costs		369,001		—		—		—		369,001
Prepaid expenses and deposits		63,296		19,925		92,432		244,241		419,894
Property, plant and equipment		43,321		—		4,148,296		573,561		4,765,178
Royalty and mineral interests		—		24,158		11,890,240		574,906		12,489,304
Goodwill		3,268,186		346,590		—		—		3,614,776
Other assets		1,350,779		—		866,231		47,891		2,264,901
		34,894,232		14,927,682		17,212,385		2,295,308		69,329,607
Liabilities
Provision for outstanding claims and adjustment expenses		12,974,954		6,619,867		—		—		19,594,821
Unearned premiums		1,419,965		—		—		—		1,419,965
Unearned commissions		406,504		—		—		—		406,504
Accounts payable and accrued liabilities		6,434,966		17,000		701,748		1,836,488		8,990,202
Debt and finance leases		—		—		—		278,553		278,553
	$	21,236,389	$	6,636,867	$	701,748	$	2,115,041	$	30,690,045

As at December 31, 2014	Omega		RRL		Controlled subsidiaries		All others			Total
Assets
Cash and cash equivalents	$	—	$	15,277,917	$	591,225	$	1,165,309		$	17,034,451
Investments		—		8,592,282		270,156		428,902			9,291,340
Reinsurance contract receivable		—		6,087,262		—		—			6,087,262
Prepaid expenses and deposits		—		5,156		131,723		153,951			290,830
Property, plant and equipment		—		—		4,388,455		637,254			5,025,709
Royalty and mineral interests		—		24,158		13,233,533		570,467			13,828,158
Goodwill		—		346,591		—		—			346,591
Other assets		—		—		905,673		5,999			911,672
		—		30,333,366		19,520,765		2,961,882			52,816,013
Liabilities
Provision for outstanding claims and adjustment expenses		—		6,771,623		—		—			6,771,623
Accounts payable and accrued liabilities		—		329,407		530,809		(35,853	)		824,363
Securities sold short		—		72,329		—		—			72,329
Debt and finance leases		—		—		28,511		291,835			320,346
	$	—	$	7,173,359	$	559,320	$	255,982		$	7,988,661

16

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Three months ended June 30, 2015	Omega			RRL			Controlled subsidiaries			All others			Total
Revenue
Premiums earned	$	39,922		$	—		$	—		$	—		$	39,922
Investment income (loss), net		67,520			(147,896	)		(86,044	)		(174,304	)		(340,724	)
Other income		40,172			—			24,594			18,570			83,336
		147,614			(147,896	)		(61,450	)		(155,734	)		(217,466	)
Expenses
Claims and claims adjustment expenses		180,209			—			—			—			180,209
General and administrative expenses		28,139			36,744			262,225			850,555			1,177,663
Staff costs		58,625			—			—			69,289			127,914
Stock-based compensation		—			—			9,217			58,161			67,378
Mineral property impairment		—			—			1,053,251			—			1,053,251
Write-off of property, plant and equipment		—			—			20			(20	)		—
Foreign exchange (gain) loss		—			—			(99,857	)		277,792			177,935
Interest and other expense (income)		—			—			—			109,251			109,251
		266,973			36,744			1,224,856			1,365,028			2,893,601
Loss before income taxes		(119,359	)		(184,640	)		(1,286,306	)		(1,520,762	)		(3,111,067	)
Current income tax recovery		20,297			—			—			—			20,297
Income (loss) for the period	$	(99,062	)	$	(184,640	)	$	(1,286,306	)	$	(1,520,762	)	$	(3,090,770	)

Six months ended June 30, 2015	Omega			RRL			Controlled subsidiaries			All others			Total
Revenue
Premiums earned	$	39,922		$	—		$	—		$	—		$	39,922
Investment income (loss), net		67,520			(322,029	)		(43,764	)		(451,363	)		(749,636	)
Other income		40,172			—			67,241			124,094			231,507
		147,614			(322,029	)		23,477			(327,269	)		(478,207	)
Expenses
Claims and claims adjustment expenses		180,209			—			—			—			180,209
General and administrative expenses		28,139			75,041			563,298			1,535,499			2,201,977
Staff costs		58,625			—			—			162,322			220,947
Stock-based compensation		—			—			28,370			385,547			413,917
Mineral property impairment		—			—			1,053,251			—			1,053,251
Write-off of property, plant and equipment		—			—			81,971			21,434			103,405
Foreign exchange (gain) loss		—			—			235,049			1,420,682			1,655,731
Interest and other expense (income)		—			—			—			111,423			111,423
		266,973			75,041			1,961,939			3,636,907			5,940,860
Loss before income taxes		(119,359	)		(397,070	)		(1,938,462	)		(3,964,176	)		(6,419,067	)
Current income tax recovery		20,297			—			—			—			20,297
Income (loss) for the period	$	(99,062	)	$	(397,070	)	$	(1,938,462	)	$	(3,964,176	)	$	(6,398,770	)

The segment information follows the Company's processes for internal reporting, on the basis of which management evaluates the performance of segments and decides on the allocation of resources to them. The "All others" column includes not only the elimination of cross-segment transactions but also, more significantly, activities that cannot be reasonably allocated to the segments identified. These are principally the service and financing functions of the Company. Due to the change of accounting period of the Company and its controlled subsidiaries in 2014, it is not practical to present segment information for the four months and seven months ended June 30, 2014.

17

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

14. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

The Company had no significant transactions requiring supplemental disclosure with respect to cash flows for the period ended June 30, 2015.

15. RELATED PARTY DISCLOSURES

At February 28, 2014, the Company had investment in associates with SPD, enCore Energy Corp. ("enCore") (formerly Wolfpack) and Redtail Metals Corp. ("RTZ"). Due to the reorganization, SPD and RTZ were fully consolidated, and enCore was treated as an investment.

The Company is party to service agreements with SPD and GPY whereby the Company provides accounting, corporate communications and technical services on a cost plus recovery basis. During the six months ended June 30, 2015, the Company charged SPD and GPY a total of $193,952 for these services. The agreements with GPY were terminated on July 31, 2015.

On August 28, 2015, the Company announced that it has signed a Promissory Note (the "Note") issued by SPD to the Company, in conjunction with which the Company will advance $100,000 of the Note principal to SPD on August 28, 2015. The Note is more fully described herein under Subsequent Events.

Currently, all of the Company’s reinsurance is sourced from MSRE. MSRE is wholly-owned by MSH, a company incorporated under the laws of Bermuda. Joseph Taussig, a Director of the Company, personally owns all of the voting shares of MSH.

The remuneration of the Company's directors and other key management personnel was as follows:

	Six months ended June 30, 2015		Seven months ended June 30, 2014
Executive salaries and management fees	$	320,611	$	455,719
Share-based compensation		74,952		—
	$	395,563	$	455,719

16. RISK MANAGEMENT

As a result of the acquisition of Omega, the Company's risks exposure and risks management have changed.

The Company is subject to a number of risks, including the risks summarized below. The risks and uncertainties summarized below are those believed to be material, but they may not be the only ones faced by the Company. If any of these risks, or any other risks and uncertainties that have not yet been identified by the Company or that the Company currently considers not to be material, actually occur or become material risks, the business, prospects, financial condition, results of operations, and cash flows of the Company could be materially and adversely affected.

Insurance risk

The Company principally issues general insurance and reinsurance contracts in the personal property, commercial property and liability lines of business. Under these general insurance and reinsurance contracts, the Company is exposed to certain risks defined in the general insurance and reinsurance contracts.

In addition to general insurance contracts, the Company also assumes portfolios of existing claims from other insurers through assumption reinsurance transactions. These portfolios of claims could be from any line of business that the transferring insurer wrote in the past. Under these assumption reinsurance transactions, the Company is exposed to certain risks defined in the underlying insurance contracts that were originally written by the transferring insurer.

The principal risk the Company faces under both the general insurance and reinsurance contracts and assumption reinsurance contracts is that the actual claims and benefit payments, or the timing thereof, differs from the expectations used to price the general insurance and reinsurance contracts or assumption reinsurance transactions. That uncertainty results from the frequency of claims, severity of claims, emergence of unknown claims, actual benefits paid and subsequent development of long-term claims. For long-term claims that may take years to settle, the Company is also exposed to inflation risk. The objective of the Company is to ensure that sufficient reserves are available to cover these exposures.

Risk exposure is mitigated through the use of various claim review strategies and guidelines to reduce the risk exposure for the Company. The Company purchases reinsurance as part of its risk mitigation strategies. Reinsurance is placed on both a proportional and non-proportional basis. The use of proportional and non-proportional reinsurance varies by line of business.

Liquidity risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company manages this risk by management of its working capital to assess that the estimated expenditures will not exceed share capital and debt financings, or proceeds from property sales or options exercises. Omega is exposed to liquidity risk to the extent that the sale of a fixed income security prior to its maturity is required to provide liquidity to satisfy policyholder and other cash outflows. To mitigate this risk, Omega has policies to ensure that assets and liabilities are broadly matched in terms of their duration.

18

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

At June 30, 2015, the Company had a working capital balance of $15,783,956.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents, investments, balances receivable from policyholders and reinsurers, and reclamation bonds. The Company has no significant concentration of credit risk arising from operations. To mitigate the credit risk in investment in debt securities, Omega has policies in place to limit and monitor its exposure to individual issuers and classes of issuers of debt securities that do not carry the guarantee of a national or Canadian provincial government. The Company's credit exposure to any one individual policyholder is not material. The Company's policies are distributed by brokers and agents who manage cash collection on its behalf and the Company monitors its exposure to brokers and agents. The Company has policies in place that limit its exposure to individual reinsurers and conducts regular review processes to assess the creditworthiness of reinsurers with whom it transacts business.

Reclamation bonds consist of term deposits and guaranteed investment certificates that have been invested with reputable financial institutions from which management believes the risk of loss to be minimal.

Historically cyclical business

The insurance and reinsurance business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity, as well as periods when shortages of capacity permitted an increase in pricing and, thus, more favorable premium levels. An increase in premium levels is often, over time, offset by an increasing supply of insurance and reinsurance capacity, either from capital provided by new entrants or by additional capital committed by existing insurers or reinsurers that may cause prices to decrease. In addition, changes in the frequency and severity of losses suffered by insureds and insurers may affect the cycles of the insurance and reinsurance business significantly. Any of these factors could lead to a significant reduction in premium rates, less favorable policy terms and fewer opportunities to underwrite insurance risks, which could have a material adverse effect on the Company’s results of operations and cash flows.

Inability to accurately assess underwriting risk

The Company’s underwriting success is dependent on its ability to accurately assess the risks associated with the business on which the risk is retained. The Company relies on the experience of underwriting staff of MSRE in assessing these risks for the reinsurance contracts. If the Company fails to accurately assess the risks it retains, the Company may fail to establish appropriate premium rates which, in turn, could reduce its net earnings.

Changes in regulations and regulatory actions

The Company's insurance businesses are subject to regulation in the jurisdictions in which the Company operates. Such regulations may relate to, among other things, the types of business that can be written, the premium rates that can be charged, the level of capital that must be maintained, and restrictions on the types and size of investments that can be made. Accordingly, changes in regulations related to these or other matters or regulatory actions that impose restrictions on the Company's insurance companies may have a material adverse effect on the Company’s results of operations and cash flows.

The Company may be unsuccessful in competing against larger or more well-established businesses

The Company faces competition from other specialty insurance companies, standard insurance companies and underwriting agencies, as well as from diversified financial services companies that are larger than the Company and that have greater financial, marketing, and other resources than the Company does. Some of these competitors also have more experience and market recognition than the Company does. Furthermore, it may be difficult or prohibitively expensive for the Company to implement technology systems and processes that are competitive with the systems and processes of these larger companies. The Company cannot assure that it will maintain its current competitive position in the markets in which it operates, or that it will be able to expand its operations into new markets, if the Company fails to do so, its results of operations and cash flows could be materially adversely affected.

The Company invests a significant amount of its assets in securities that have experienced market fluctuations

At June 30, 2015, a large amount of the Company’s investment portfolio was invested in marketable securities. The fair value of these investments and the related investment income fluctuate depending on general economic and market conditions, including volatility in the financial markets and the economy as a whole.

The impact of fluctuations in the market prices of securities affects the Company’s financial statements. Changes in the fair value of these securities are included in net unrealized investment gain or loss within the Company’s income.

Since 2008, the financial markets and the economy have been severely affected by various events. Those events have impacted interest rates and have caused large write-downs in the Company's and other companies’ financial instruments either due to the market fluctuations or the impact of the events on the debtors’ financial condition. Turmoil in the financial markets and the economy, particularly related to potential future ratings downgrades, and/or impairment of debt securities of sovereign issuers, could adversely affect the valuation of the Company’s investments that could have a material adverse effect on the Company’s financial position and results of operations.

19

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Interest rate risk

The Company has no significant debt outstanding; accordingly, the Company's sensitivity to the change in market rates of interest would have no material effect on the Company's interest expense.

Capital risk

The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders.

The Company considers the items included in shareholders’ equity to be capital. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares through public and/or private placements, acquire or sell assets, increase or reduce debt, or return capital to shareholders.

Availability of financing

There is no assurance that additional funding will be available to the Company to increase the underwriting capacity of the Company's insurance and reinsurance business. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of any such financing would be favourable. Failure to obtain such additional financing could have a material adverse effect on the Company’s results of operations and cash flows.

Foreign currency risk

The Company's presentation currency is the US dollar. The functional currencies of the Company's subsidiaries are US dollars and Canadian dollars. The Company converts foreign currency amounts to the functional currency and reports the resulting foreign exchange gains or losses in earnings. Functional currency amounts of assets and liabilities are translated into US dollars and the unrealized gain or loss from this translation is reported as part of ordinary shareholders’ equity. The change in unrealized foreign currency translation gain or loss during any reporting period is a component of comprehensive income or loss. Since the Company has limited exposure to the re-measurement of monetary assets and liabilities from foreign currency to the functional currency, the effect to income (loss) is not material, and the Company thus does not hedge its foreign exchange risk.

Management

The Company is dependent on a relatively small number of key personnel, the loss of any of whom could have an adverse effect on the Company.

Outsourcing relationships

The Company outsources certain business and administrative functions to third parties and may continue to do so in the future. If the Company fails to develop and implement its outsourcing strategies or if its third-party providers fail to perform as anticipated, the Company may experience operational difficulties, increased costs, and a loss of business that may have a material adverse effect on its results of operations or financial position. Furthermore, the Company may be responsible for the actions of such third parties, particularly if they violate or are inconsistent with applicable regulatory requirements. By outsourcing certain business and administrative functions to third parties, the Company may be exposed to enhanced risk of data security breaches. Any breach of data security could damage the Company’s reputation and/or result in monetary damages that could have a material adverse effect on the Company’s financial condition or results of operations.

Risks inherent in acquisitions

The Company may seek to acquire securities or other interests in other companies consistent with its investment and growth strategy. Such acquisitions involve inherent risks, including, but not limited to, (a) unanticipated costs; (b) potential loss of key employees of the Company or the business acquired; (c) unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition; and /or (d) a decline in the value of the acquired business or assets. Any one or more of these factors could cause the Company to not realize the anticipated benefits of the acquisition. The Company may also be required to use available cash, incur debt, issue securities, or a combination of these potential sources of funds to complete an acquisition. These conditions could affect the Company’s future flexibility and ability to raise capital, operate or develop its business, and could dilute its existing shareholders’ holdings as well as decrease the trading price of its common shares. There is no assurance that, when evaluating a possible acquisition, the Company will correctly identify and manage the risks and costs inherent in the business or asset to be acquired.

17. SUBSEQUENT EVENTS

Taussig Capital Ltd. Engagement Agreement

In July 2015, the Company entered into a non-exclusive engagement agreement (the "Agreement") between the Company and Taussig Capital Ltd. ("TCL"), a company incorporated in Bermuda. Pursuant to the Agreement, TCL will serve as a non-exclusive advisor to the Company in connection with a proposed financing of $50 million to $150 million in equity capital from strategic investors (the "Proposed Financing") on a best efforts basis.

The Agreement also provides that, after completion of the Proposed Financing, the strategic investors, who are themselves asset managers, will be allowed to manage up to 75% of their invested capital as part of the Company’s reinsurance related assets, with the remainder expected to be managed for a minimum of two years under the direction of the Company’s Chief Investment Officer, Mr. William Lupien. The Company will enter into standard external asset manager agreements with the strategic investors to satisfy this provision.

20

Till Capital Ltd.

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited - Expressed in US dollars)

Mr. Joseph Taussig, a principal of TCL, is also a member of the Till Board and is a principal of MSRE with whom the Company’s wholly-owned reinsurance subsidiary, RRL, has previously entered into a separate agreement for underwriting and related services in support of its reinsurance business.

Revision of SPD Promissory Note

In August 2015, SPD’s Board of Directors approved making a full cash payment of its $4.5 Million Promissory Note to the Company plus accrued interest following the receipt of the proceeds from the sale of Spring Mining Company, a subsidiary of SPD. SPD's Board of Directors also agreed to negotiate in good faith with the Company to settle upon a cash price for the existing 2.0% Net Smelter Royalty on the Springer property to the Company. The agreed upon dollar amount would be paid in cash by SPD in exchange for the Company extinguishing the royalty on the property.

GPY Financial Statements

Till holds a controlling interest in GPY and, as a result, consolidates GPY’s results into Till’s consolidated financial statements.  On August 17, 2015, Till proposed five nominees for the board of directors of GPY at GPY’s annual general meeting of shareholders, held on August 21, 2015.  All but one of GPY’s Directors, and all of its officers, resigned on August 20, 2015. After convening the annual general meeting of the GPY shareholders, the meeting was adjourned to September 4, 2015. As a result, (a) trading in the shares of GPY has been halted by the TSXV, (b) Till does not have published financial statements of GPY on which to rely in preparing its consolidated financial statements for the quarter ended June 30, 2015, and (c) Till expects that GPY will not be able to file its quarterly financial statements when required under applicable securities legislation, likely leading to the GPY shares being cease traded until the required filings are completed.  The resignation of the officers and all but one of the directors of GPY and the uncertainty regarding the impact of future management changes on GPY’s assets, liabilities, and performance could have a material adverse effect on Till’s future financial condition, results of operations and liquidity.

Loan to SPD

On August 28, 2015, the Company announced that it has signed a Promissory Note (the "Note") issued by SPD to the Company, in conjunction with which the Company will advance $100,000 of the Note principal to SPD on August 28, 2015. The principal on the Note is $275,000, which amount represents the maximum that SPD may borrow, but is not obligated to do so. The annual interest rate on any balance on the Note is 12% and, in addition to other repayment provisions, the Note must be repaid in its entirety by December 31, 2015.

RRL Novation Agreements

On August 28, 2015, the Company announced that it has novated two reinsurance contracts held by its wholly-owned subsidiary RRL to MSRE. The total dollar value of the novated agreements is $5.3 million. The novation releases RRL from its liabilities under these reinsurance contracts.

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