Delrand Resources Limited - Delrand Resources Shareholders Approve The Previously Announced Proposed Change Of Business And Concurrent PrivateRelease Date: 10/12/2014 12:17:00 Code(s): DRN
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472672062
(?Delrand? or the "Company")
Delrand Resources? Shareholders Approve the Previously Announced Proposed Change
of Business and Concurrent Private Placement and Elect Directors
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
TORONTO, CANADA December 8, 2014 /Marketwired/ - Delrand Resources Limited
(Delrand) (TSX: DRN; JSE: DRN) announced today that at an annual and special
meeting of shareholders held earlier today (the Meeting), Delrand?s shareholders
approved the previously announced change of business transaction and concurrent
As previously announced on September 15, 2014, Delrand 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. Pursuant to the Exchange Agreement, Delrand will acquire VoiceTrust for
aggregate consideration of CDN$27,000,000 to be paid by the issuance of up to
36,565,839 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 by the issuance of 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 upon.
The Acquisition constitutes a "change of business" within the meaning of the policies of
the Toronto Stock Exchange (the Exchange) and, accordingly, Delrand has applied to
the Exchange for acceptance of the Acquisition. Delrand has also applied to the
Exchange for acceptance of the Private Placement. On November 14, 2014, Delrand
announced it was granted conditional approval by the Exchange for the listing of the
common shares of Delrand issuable in connection with the Transactions. The net
proceeds of the Private Placement are intended to be used to fund the operations of
VoiceTrust following closing.
At the Meeting, Delrand?s shareholders also approved, among other things, separate
resolutions: (1) authorizing Delrand to change its name to ?VoiceTrust Biometrics Inc.?, or
such other name as may be approved by Delrand?s board of directors and the
applicable regulatory authorities; (2) authorizing Delrand to dispose of Delrand?s wholly-
owned subsidiary, Delrand Resources Congo SPRL, to an arm?s length purchaser (the
Asset Disposition) concurrently with the completion of the Transactions; (3) authorizing a
reduction in Delrand?s stated capital for the common shares in the capital of Delrand
by an aggregate of CDN $123,542,174; and (4) authorizing the issuance of up to
3,400,000 stock options as employment inducement options to Delrand?s proposed new
chief executive officer, chief financial officer and chief operating officer.
Delrand also announced today that the six nominees listed in Delrand?s management
information circular for the Meeting (the Circular) were elected at the Meeting as
directors of Delrand. The vote was conducted by a show of hands. The detailed results
of the vote are set out below:
Name Votes For Votes Withheld
Maurice J. Colson 6,666,998 0
Michiel C.J. de Wit 6,666,998 0
Geoffrey G. Farr 6,666,998 0
Arnold T. Kondrat 6,666,998 0
Brian P. Scallan 6,666,998 0
William R. Wilson 6,666,998 0
Voting results on all matters voted on at the Meeting will be filed on SEDAR at
Contemporaneously with the completion of the Transactions, each of Messrs. Michiel
C.J. de Wit, Geoffrey G. Farr, Brian P. Scallan, and William R. Wilson will resign as a
director of Delrand and each of Messrs. Alan Brousseau, Bernard Crotty, Ronald
Meersschaert and Renier Lemmens will be appointed as new directors of Delrand.
Messrs. Arnold T. Kondrat and Maurice J. Colson will continue to serve as directors of
Delrand. In addition, Alan Brousseau will be appointed as Chief Executive Officer of
Delrand, Edward F. Escubedo will be appointed as Chief Operations Officer of Delrand,
Craig Loverock will be appointed as Chief Financial Officer of Delrand and Geoffrey G.
Farr will continue as Corporate Secretary of Delrand. Biographies for Messrs. Brousseau,
Crotty, Meersschaert, Lemmens, Escubedo and Loverock are set out in the Circular.
Completion of the Transactions remains subject to a number of conditions, including
contemporaneous closing of the Acquisition and the Private Placement, Exchange
acceptance, Delrand obtaining a sponsorship report from a qualified brokerage firm
satisfactory to the Exchange and other customary conditions. The Acquisition is also
conditional upon 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 January 2015.
The common shares issued as consideration for the Acquisition will be subject to a
voluntary lock-up for 12 months after the closing, and 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 is available under Delrand?s profile at www.sedar.com.
Additional information regarding the Transactions and the businesses of Delrand and
VoiceTrust are included in the Circular, a copy of which is available under Delrand?s
profile at www.sedar.com.
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 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 authentication process.
About Delrand Resources Limited
Delrand?s common shares are listed on the Toronto and Johannesburg Stock
Exchanges under the symbol "DRN".
Completion of the Transactions remains subject to a number of conditions, including
final Exchange acceptance. 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 Circular, 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 final Exchange
approval of the Transactions and the Asset Disposition and the ability of Delrand to raise
financing, 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 contact: Arnold T. Kondrat, CEO, (416) 366-2221 or 1-800-
10 December 2014
Arbor Capital Sponsors Proprietary Limited
Date: 10/12/2014 12:17:00 Supplied by www.sharenet.co.za
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