Delrand Resources Limited - Notice Of Annual/special Mtg, Salient Dates Re Acquisition Of Voicetrust, Pvt Placement And Name ChangeRelease Date: 19/11/2014 13:55:00 Code(s): DRN
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472671072
(?Delrand? or the "Company")
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS AND SALIENT DATES
REGARDING, INTER ALIA, THE ACQUISITION OF VOICETRUST HOLDING INC., CONCURRENT
PRIVATE PLACEMENT AND PROPOSED NAME CHANGE OF THE COMPANY
[NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
Notice of Annual and Special Meeting
On behalf of the board of directors (the ?Board?) and management of Delrand Resources Limited
(?Delrand?), we are pleased to deliver our management information circular (the ?Circular?) for the
annual and special meeting of shareholders of Delrand (the ?Shareholders?) which will be held at the
offices of Norton Rose Fulbright Canada LLP, Royal Bank Plaza, South Tower, Suite 3800, 200 Bay
Street, Toronto, Ontario, M5J 2Z4, Canada on Monday, December 8, 2014, at 9:00 a.m. (Toronto
time) (which is 4:00 p.m. South African time) (the ?Meeting?).
At the Meeting, Shareholders will be asked to consider the matters relating to annual business
outlined in items 1 to 3 in the accompanying Notice of Meeting as well as to adopt ordinary resolutions
approving: (i) an amended and restated stock option plan for Delrand; and (ii) the grant of up to
3,400,000 stock options as employment inducement options to the proposed new chief executive
officer, chief financial officer and chief operating officer of Delrand following the completion of the
Transactions (as defined below).
Shareholders will also be asked to adopt an ordinary resolution approving, among other things: (i) the
acquisition by Delrand of all of the issued shares of VoiceTrust Holding Inc. (?VoiceTrust?), a
privately-held global provider of voice biometrics solutions to the commercial customer market
segment, from VoiceTrust Holding B.V by the issuance of up to 36,565,839 common shares in the
capital of Delrand (the ?Acquisition?), subject to any adjustments required in accordance with the
provisions of the Share Exchange Agreement (as defined below), such that VoiceTrust Holding B.V.
will own or control 45% of all then outstanding common shares in the capital of Delrand (Delrand after
the Acquisition being referred to herein as ?Resulting Issuer?) on a fully diluted basis on closing of
the Acquisition, after giving effect to the Private Placement (as defined below) and any other
issuances of common shares in the capital of Delrand on or before closing of the Acquisition and
Private Placement; and (ii) the concurrent issuance of up to 22,660,000 common shares in the capital
of Delrand (the ?Private Placement? and together with the Acquisition, the ?Transactions?) in
connection with a subscription receipt offering by Delrand, or such other entity as may be agreed
The Transactions will allow Delrand to transition from its diamond exploration business into the
biometrics market, a transition that management expects will add value to Shareholders.
Additionally, the Board has determined that the Transactions are in the best interests of
Delrand and unanimously recommends that Shareholders vote in favour of the resolution
approving the Transactions as set out in Schedule ?A? to the Circular (the ?Transaction
Resolution?). To become effective, the Transaction Resolution must receive the affirmative vote of at
least a majority of the votes cast by Shareholders present in person or represented by proxy at the
In making its recommendations to Shareholders, the Board considered a number of substantive
factors and benefits associated with the Transactions, including: (i) the challenges involved in being
able to move Delrand?s African mineral exploration business forward; (ii) the prospects and potential
for growth (including both organic and inorganic growth) of VoiceTrust?s biometrics business; (iii) that
the Private Placement will provide new capital to fund the Resulting Issuer?s new biometrics business
following the completion of the Transactions; (iv) the experience and expertise of the new directors
and officers to be appointed upon completion of the Transactions; and (v) that the consideration under
the Acquisition is to be paid entirely in common shares in the capital of Delrand and does not require
a cash payment by Delrand.
Shareholders will also be asked to adopt a special resolution authorizing the reduction of the stated
capital account of Delrand?s common shares by Cdn$123,542,174 (the ?Stated Capital Resolution?),
which is the amount of Delrand?s accumulated deficit as shown on its balance sheet as of June 30,
2014. The purpose of reducing the stated capital and the subsequent reduction of the accumulated
deficit through an offsetting entry is mainly to recognize the proposed shift in Delrand?s business with
the Acquisition from the mineral resource industry to biometrics authentication solutions. The stated
capital reduction would enhance the Board?s flexibility in managing Delrand?s capital structure on a
go-forward basis. The Board unanimously recommends that Shareholders vote in favour of the Stated
Capital Resolution. To become effective, it must receive the affirmative vote of not less than two-thirds
of the votes cast by Shareholders present in person or represented by proxy at the Meeting.
Additionally, in the event the Transaction Resolution is approved, Shareholders will also be asked to
approve a special resolution authorizing, the sale of Delrand?s wholly-owned material subsidiary,
Delrand Resources Congo SPRL, representing all or substantially all of the assets of Delrand (the
?Asset Disposition Resolution?), and a special resolution changing the name of Delrand to
?Biometric Identity Solutions Inc.? or such other name as may be approved by the Board (the ?Name
Change Resolution?). The Asset Disposition Resolution is being proposed in connection with the
discontinuance of Delrand?s mining business, all as more particularly described in the Circular.
The Board unanimously recommends that Shareholders vote in favour of the Asset Disposition
Resolution and the Name Change Resolution. For each to become effective, it must receive the
affirmative vote of not less than two thirds of the votes cast by Shareholders present in person or
represented by proxy at the Meeting. If the Asset Disposition Resolution is approved at the Meeting,
Delrand intends to complete the Asset Disposition concurrently with the Closing of the Transactions.
The Asset Disposition is conditional on closing of the Transactions.
The Circular provides a detailed description of the Transactions and the other matters to be
considered at the Meeting. Shareholders are urged to read this information carefully and, if
Shareholders require assistance, to consult their own legal, tax, financial or other professional
Shareholder vote and participation in Delrand?s business is important regardless of the number of
Delrand shares that Shareholders own. Please consult the Circular and the Notice of Meeting which,
together, contain all of the information Shareholders need about the Meeting and how to vote.
Shareholders are advised that pursuant to the approval of the Transactions, the Resulting
Issuer will not meet the JSE Listings Requirements (?JSE?) for a listing on the Main Board and
will be required to make application for a transfer of the listing to the Alternative Exchange
(?AltX?). Thus the continued listing of the Resulting Issuer on the JSE is dependent on the
approval of the JSE in terms of the listing criteria of the AltX.
Subject to the approval of the Name Change Resolution, the following salient dates for Shareholders
on the South African share register would apply.
Forms of proxy to be received by no later than 4:00 pm (South African Thursday, 4 December
Shareholder meeting to be held at 4:00 pm (South African Time) on Monday, 8 December
Results of the Shareholder meeting released on SENS on Tuesday, 9 December
Name change resolution filed on Wednesday, 17 December
Finalisation day in relation to the name change announced on SENS Friday, 19 December
by no later than
Listing of Resulting Issuer Shares issued in relation to the Monday, 22 December
Last date to trade shares in old name Delrand in order to be recorded Friday, 2 January
as a shareholder by the record date on
Listing of and trading in Resulting Issuer Shares under the new JSE Monday, 5 January
Record date for determining those Shareholders whose shares will be Friday, 9 January
subject to the name change on
Date of issue of new Resulting Issuer share certificates, provided that Monday, 12 January
the old share certificates have been lodged by 12:00 pm (South
African Time) on the record date (share certificates received after this
time will be posted within five (5) business days of receipt) on or about
Dematerialised shareholders will have their accounts at their CSDP or Monday, 12 January
broker updated on
1. The abovementioned dates and times are South African dates and times and are subject to
amendment. Any such amendment will be announced on SENS.
2. Should they wish to attend or vote at the Meeting, dematerialised shareholders on the South
African share register are required to advise their CSDP or broker by the cut-off time stipulated
above or in accordance with their agreements with their CSDP or broker.
3. Share certificates in the name of Delrand will not be able to dematerialise or rematerialise after
Friday, 2 January 2015.
4. A new ISIN number will be announced in due course once allocated.
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 anticipated timing and terms 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 Shareholder approval of the Transactions and the Asset Disposition, the terms and timing of
the completion of the proposed Private Placement and the ability of Delrand to obtain Shareholder
approval of the Stated Capital Resolution and the Name Change Resolution 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
For further information, please contact: Arnold T. Kondrat, CEO, (416) 366-2221 or 1-800-714-7938.
19 November 2014
Arbor Capital Sponsors Proprietary Limited
Date: 19/11/2014 01:55:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department . The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.