Delrand Resources Limited - Delrand Resources Announces Proposed Change Of Business And Concurrent Private PlacementRelease Date: 16/09/2014 09:44:00 Code(s): DRN
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472671072
(?Delrand? or the "Company")
DELRAND RESOURCES ANNOUNCES PROPOSED CHANGE OF BUSINESS AND CONCURRENT PRIVATE
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
TORONTO, CANADA September 15, 2014 /CNW/ - Delrand Resources Limited (Delrand) (TSX: DRN;
JSE: DRN) announced today it has entered into a share exchange agreement (the Exchange
Agreement) pursuant to which Delrand has agreed to acquire all of the outstanding shares of
VoiceTrust Holding Inc. (VoiceTrust), a privately-held global provider of voice biometrics solutions
based in Toronto, from VoiceTrust Holding B.V., an indirect subsidiary of Ramphastos Participaties
Cooperatief U.A. ("Ramphastos Investments"). Delrand will acquire VoiceTrust for aggregate
consideration of CDN$27,000,000 to be paid by the issuance of 36,000,000 common shares in the
capital of Delrand subject to adjustment in certain circumstances (the Acquisition). Concurrently
with the closing of the Acquisition, Delrand proposes to complete a private placement of common
shares in the capital of Delrand for net subscription proceeds of no less than CDN$15,000,000 (the
Private Placement and, together with the Acquisition, the Transactions).
The Acquisition constitutes a "change of business" within the meaning of the policies of the Toronto
Stock Exchange (the Exchange) and, accordingly, Delrand will apply to the Exchange for acceptance
of the Acquisition. Delrand will also apply to the Exchange for acceptance of the Private Placement.
The net proceeds of the Private Placement are intended to be used to fund the operations of
VoiceTrust following closing.
Additionally, subject to approval by Delrand's shareholders, Delrand proposes to dispose of its
existing assets to an arm's length purchaser (the Asset Disposition) concurrently with the completion
of the Transactions.
Contemporaneously with the completion of the Transactions, Alan Brousseau will be appointed as
Chief Executive Officer of Delrand, and Edward F. Escubedo will be appointed as Chief Operations
Officer of Delrand. Delrand anticipates that its current officers and directors, with the exception of
Arnold Kondrat who will continue as a director, will resign upon completion of the Transactions and
Alan Brousseau, Bermard Crotty, Ronald Meersschaert and Renier Lemmens will be appointed as
directors of Delrand. Biographies for Messrs. Brousseau, Escubedo, Crotty, Meersschaert and
Lemmens are provided below.
Completion of the Transactions is subject to a number of conditions, including contemporaneous
closing of the Acquisition and the Private Placement, Exchange acceptance, the approval of
Delrand's shareholders of the Transactions in accordance with the policies of the Exchange and
other customary conditions. The Acquisition is also conditional upon Delrand's shareholders
approving the Asset Disposition and Delrand completing the Asset Disposition in accordance with
applicable laws and the rules of the Exchange. Subject to the satisfaction or waiver (where
permitted) of all applicable conditions, it is anticipated that the closing of the Transactions and the
Asset Disposition will occur in late 2014. At the shareholder meeting to be called to consider the
Transactions, Delrand also intends to seek shareholder approval of a reduction of its stated capital
and of a change of its name to "VoiceTrust Inc." or such other name as may be approved by the
applicable regulatory authorities. Delrand intends to seek an exemption from the Exchange's
sponsorship requirements in connection with the Acquisition. If the Exchange does not grant an
exemption, completion of the Transactions will also be conditional upon Delrand obtaining a
sponsorship report from a qualified brokerage firm satisfactory to the Exchange.
The common shares issued pursuant to the Private Placement will be subject to a hold period
expiring four months and one day after closing of the Private Placement. The common shares issued
as consideration for the Acquisition will be subject to a voluntary lock-up for 12 months after the
closing, and such shares may be subject to additional escrow in accordance with the policies of the
Exchange. All of the terms and conditions of the Acquisition are set forth in the Exchange
Agreement, a copy of which will be available under Delrand's profile at www.sedar.com. Additional
information regarding the Transactions and the businesses of Delrand and VoiceTrust will be
included in an information circular to be prepared by Delrand in accordance with the policies of the
Exchange and applicable securities laws, a copy of which will also be available under Delrand's
profile at www.sedar.com when issued.
Mr. Brousseau is a senior executive with over 14 years' experience growing biometric businesses in
Canada and the US. From February 2007 until June 2013, Mr. Brousseau served as Executive Vice
President, Business Services of L-1 Identity Solutions, Inc. (Enrollment Services) after fulfilling various
other executive roles in international business development, managing Canadian operations,
acquisition transition and strategy. From March 2001 until its acquisition by L-1 Identity Solutions in
February 2007, Mr. Brousseau served as VP Business Development for Comnetix Inc., where he
assisted in raising capital and bringing the company public. Mr. Brousseau served as the Vice
President of Corporate Affairs and Investor Relations for Zconnexx Corporation from 1999 until
2001. Mr. Brousseau received his B.Comm (Hons) from Concordia University in Montreal, Canada,
his LL.B from Osgoode Hall Law School in Toronto, Ontario, and is a Member of the Law Society of
Edward F. Escubedo
Mr. Escubedo brings over 30 years of experience in business systems automation with specialization
in the design, development and application of advanced technologies, including biometric
technologies. In 1980, Mr. Escubedo founded Comnetix, a private, advanced technology company
providing software solutions to law enforcement. He continued as owner and President of Comnetix,
guiding it through self-funded growth while designing and implementing Criminal Intelligence
solutions for the Canadian marketplace that were later presented to Interpol. Mr. Escubedo
participated in the development of international standards for the acquisition, compression and
exchange of biometric data. Under his leadership, Comnetix implemented the first transmission of a
digital fingerprint to the FBI as an element of arrest processing and later in the civil setting for
civilian background checks. Comentix went public on the Exchange in 2004 and was sold in 2007 to L-
1 Identity Solutions, Inc. After assisting with the transition to L-1, Mr. Escubedo founded Certec Inc.,
a private advanced technology consulting practice based in Toronto, Canada.
Mr. Crotty is a principal of Silver and White Management Inc., a private investment firm. Mr. Crotty
is also the President and a Trustee of NorthWest International Healthcare Properties REIT, a trustee
of NorthWest Healthcare Properties REIT and a Director of New Zealand based Vital Healthcare
Property Trust. From September 2001 to February 2008, Mr. Crotty acted as Chairman and/or Chief
Executive Officer of Certicom Corp, a provider of cryptographic software and services that was
acquired by Research in Motion Ltd. From January 2004 to February 2007, Mr. Crotty acted as
Chairman and/or Chief Executive Officer of Comnetix Inc., a provider of biometric identification and
authorization solutions that was acquired by L-1 Identity Solutions, Inc. Mr. Crotty was counsel to
the law firm Gibson, Dunn & Crutcher LLP in Los Angeles from April 1998 to March 2000. Prior to
April 1998, Mr. Crotty was a partner at the law firm McCarthy Tetrault, LLP in Toronto and London,
England. Mr. Crotty received his B.A. from the University of Alberta, LL.B. from the University of
Toronto, LL.M from the London School of Economics and his M.B.A. from Duke University. He is also
a graduate of the Toronto ICD-Rotman Directors Education Program.
Mr. Meersschaert is a Partner at Ramphastos Investments, which he joined in 2006, and is
responsible for the supervision of several of its portfolio companies. Mr. Meersschaert started his
career at Deloitte where he spent eight years working as a certified public accountant. Subsequently,
Mr. Meersschaert held senior finance positions with Watts Industries Europe, MoTip-Dupli Group
and Doorwin. Mr. Meersschaert holds a master degree in Business Economics from Tilburg
University. He is currently a supervisory board member of aap Implantate AG - Berlin (listed on the
XETRA Germany exchange) and a non-executive board member of Novum Bank Ltd. (Malta).
Mr. Lemmens is a Partner at Ramphastos Investments and is involved in the supervision of several of
its portfolio companies. Before joining Ramphastos Investments, Mr. Lemmens was Chief Executive
Officer of Paypal (Europe, Middle East and Asia), Chief Operating Officer of a division of Barclays
Bank, and prior to that an officer of GE Capital where he served as Chairman and Chief Executive
Officer of Budapest Bank and Senior Vice President Business Development for GE Consumer Finance
in the Americas. Before joining GE Capital, Mr. Lemmens was a partner at McKinsey & Company in
London, New Delhi, and Silicon Valley. Mr. Lemmens holds an MSc in Computer Science from Delft
University (The Netherlands) and an MBA with distinction from INSEAD, France. He has worked
extensively in Europe, North America, Asia and Africa.
VoiceTrust (www.voicetrust.com) is a privately-held global provider of innovative voice biometrics
solutions based in Toronto, with offices in Montreal, Princeton (New Jersey) and Munich (Germany),
as well as contract development capabilities in Dubai (UAE). VoiceTrust is committed to bringing
secure and convenient voice and other biometric identification and authentication experiences to
businesses and consumers around the world. Mass password breaches, token hacking and identity
theft highlight the fallibilities of the current single factor, alpha-numeric password paradigm. Voice
biometrics is a strong and compelling second-factor authenticator given the wide-spread availability
of voice capturing infrastructure and intuitive and convenient user experience. VoiceTrust sells
innovative text dependent and independent voice recognition and authentication platform end
solutions to Fortune 1000 and other enterprise clients.
VoiceTrust's solutions include a voice biometric password reset program that delivers clients rapid
ROI (through reduced call times) that simultaneously strengthens security. VoiceTrust's other
products and solutions assist corporate enterprises and governments to authenticate their
employees and end-use customers by their voice in single-factor or multi-factor settings.
VoiceTrust's voice and speech platform, VT Assure, enables VoiceTrust's partners, resellers and
customer contact centres to deploy a robust set of tools that deliver real and tangible cost
efficiencies together with enhanced security. VoiceTrust owns proprietary and patented voice
engine algorithms, including a top-ranking matcher certified by the US National Institute of
Standards and Technology (NIST). VoiceTrust's proven, proprietary voice matcher can also be
delivered to operate on handheld devices, providing on-board voice verification. VoiceTrust clients
and partners include IBM, Capgemini, Deutsche Post, DHL and Allianz. amongst others. VoiceTrust
also counts several banking organizations as clients who value VoiceTrust as a partner for a secure
VoiceTrust is an indirect wholly-owned subsidiary of Ramphastos Investments. Ramphastos
Investments is a venture capital and private equity investment firm owned, funded and led by Dutch
entrepreneur-investor Marcel Boekhoorn. The firm specializes in growth investments through buy-
and-build, innovations, new markets and partnerships and currently focuses on innovation-driven
companies with a unique competitive position that show worldwide growth potential by tapping into
a major underlying trend such as the internet of things, security or wireless connectivity.
Ramphastos Investments holds interests in more than 20 companies across a range of sectors, from
fashion (McGregor Fashion Group and SuitSupply) to ultra wideband antennas for mobile networks
and handheld devices (Antenna Company), high performance glass for the aviation industry
(AviationGlass), voice authentication technology (VoiceTrust) to payment management and payment
processing solutions (UC Group), online brokerage (TradeKing), the Netherlands' prime science park
(High Tech Campus Eindhoven) and energy. Ramphastos Investments was founded in 1994 and is
based in Rhenen, the Netherlands. For more information, please visit:
About Delrand Resources Limited
Delrand's common shares are listed on the Toronto and Johannesburg Stock Exchanges under the
symbol "DRN". Delrand's website may be found at www.delrand.com.
Completion of the Transactions is subject to a number of conditions, including Exchange acceptance
and disinterested shareholder approval. There can be no assurance that the Transactions will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information circular to be prepared in
connection with the Transactions, any information released or received with respect to the
Transactions may not be accurate or complete and should not be relied upon. Trading in the
securities of Delrand should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transactions and has neither
approved nor disapproved the contents of this news release.
The information contained in this release includes forward-looking statements regarding future
events and the future performance of Delrand and VoiceTrust, including the completion of the
Transactions, Delrand's intended use of proceeds from the Private Placement, the completion of the
Asset Disposition, the reduction in stated capital, the change of name and the identity of Delrand's
proposed officers and directors that involve risks and uncertainties, including the ability of Delrand
to obtain Exchange approval and shareholder approval of the Transactions and the Asset Disposition,
the ability of Delrand to raise financing and the ability of Delrand to obtain shareholder approval of
the reduction in stated capital, the change of name and the election of the proposed directors, that
could cause actual events or results to differ materially. Assumptions used in the preparation of such
information, although considered reasonable by Delrand at the time of preparation, may prove to be
incorrect. The actual events or results achieved may vary from the information provided herein and
the variations may be material. Consequently, there is no representation that actual events or
results achieved will be the same in whole or in part as those forecast. Forward-looking information
speaks only as of the date on which it is provided and, except as may be required by applicable
securities laws, Delrand disclaims any intent or obligation to update any forward-looking
information, whether as a result of new information, future events or results or otherwise.
For further information, please visit Delrand's website, www.delrand.com, or contact: Arnold T.
Kondrat, CEO, (416) 366-2221 or 1-800-714-7938.
16 September 2014
Arcay Moela Sponsors Proprietary Limited
Date: 16/09/2014 09:44:00 Supplied by www.sharenet.co.za
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