Item 4 — Purpose of Transaction
Item 4 of the Original Schedule 13D is amended as follows: The Reporting Persons previously nominated individuals to stand for election as directors at the Issuer's annual general meeting of shareholders (the "MILFAM Nominees") which was scheduled to be held on December 27, 2025 (the "2025 AGM"). The Reporting Persons and the Kellogg Parties and certain of their affiliates each submitted proxies to vote in favor of the MILFAM Nominees and against the current directors of the Company. The directors of the Company alleged that the Reporting Persons' notice nominating the MILFAM Nominees had invalidly been delivered out of time. MILFAM applied to the Grand Court of the Cayman Islands for a declaration that the notice had validly been delivered in compliance with the applicable timing requirements, and the Grand Court granted the declaration. Thereafter, the directors purported to postpone the 2025 AGM. MILFAM still attempted to proceed with the 2025 AGM on the basis that MILFAM considered the directors to not have the power to postpone the 2025 AGM but, in the absence of the directors at the 2025 AGM, this became the subject of further litigation in the Grand Court of the Cayman Islands. At the conclusion of that litigation, the Court determined that the Company directors did not have the authority to postpone the 2025 AGM. The Court also determined that the Company directors had exclusive power to appoint a chairman of the meeting and, accordingly, the MILFAM proxyholders did not have the authority to do so and were unable to transact any business at the 2025 AGM. Therefore, there was a failure to appoint any directors and the Company directors remain in office until either their successors are elected or they otherwise cease to hold office. MILFAM is entitled to appeal the Court's decision with respect to the election of the MILFAM Nominees. The members of Reporting Group have engaged in discussions for the Reporting Persons to nominate the MILFAM Nominees for election at the next annual general meeting of shareholders held by the Issuer, or for the Reporting Group to requisition an extraordinary general meeting of shareholders that will result in the removal of the current directors (subject to the below concerning Mr. Samuel Morrow) and the election of the MILFAM Nominees. The Reporting Group intends to vote together in favor of the MILFAM Nominees and against the current directors of the Issuer, whether at an annual general meeting of the shareholders or at an extraordinary general meeting of the shareholders, which may involve the Reporting Group delivering proxies to a representative of MILFAM, who will attend such meeting and vote the Reporting Groups' common shares. The Reporting Group expects that the MILFAM Nominees, if elected to the board, would replace the current management of the Issuer. Notwithstanding the foregoing, the Reporting Group is also considering whether to keep Samuel Morrow in his position as director and officer of the Issuer going forward with the election of the MILFAM nominees as directors. The Reporting Group may engage in further discussions regarding the foregoing, including with other shareholders of the Issuer, or take other actions concerning the business, operations, assets, governance, strategy and future plans of the Issuer, which discussions or actions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, in connection with any such discussions, may enter into one or more confidentiality agreements and may enter into voting agreements, or other similar agreements with the purpose or effect of facilitating such actions. The Reporting Persons may also increase their ownership position in the Issuer, including by purchasing additional common shares or other securities in open market or privately negotiated transactions. The Reporting Persons may change their plans or proposals in the future, including by disengaging from any dialogue with the Kellogg Parties or other shareholders of the Issuer or decreasing their ownership position in the Issuer. Except for the foregoing, the Reporting Persons do not have, as of the date of this filing, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. On July 15, 2026, the Issuer filed a complaint in U.S. District Court for the Southern District of Florida, captioned Scully Royalty Ltd. v. IAT Reinsurance Co. Ltd., et. al, No. 2:26-cv-14257 (S.D. Fla.). The following description is qualified in its entirety by reference to the complaint, which contains the Issuer's allegations described below. The Reporting Persons do not adopt or concede any allegation contained in the complaint. The complaint alleges that, since November 2025, a "group" was formed under Section 13(d) of the Securities Exchange Act of 1934 between IAT Reinsurance Co. Ltd.