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TSX Conditional Approval & New Shareholders Meeting Date in Connection with the Proposed Change of Business
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472671072
(“Delrand” or the "Company")
Delrand Resources Announces TSX Conditional Approval and New Shareholders Meeting Date in
Connection with the Proposed Change of Business
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES/
TORONTO, CANADA November 14, 2014 /Marketwired/ - Delrand Resources Limited (Delrand) (TSX:
DRN; JSE: DRN) is pleased to announce that the Toronto Stock Exchange (the TSX) has conditionally
approved the listing of Delrand shares issuable in connection with the proposed Transactions (as defined
below). Listing is subject to Delrand fulfilling all of the requirements of the TSX on or before February 3,
2015.
The Transactions
As previously announced on September 15, 2014, Delrand entered into a share exchange agreement
pursuant to which Delrand 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. for aggregate consideration of CDN$27 million 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 and as a condition to the closing of the Acquisition, Delrand has agreed to complete a
private placement to raise minimum gross proceeds of CDN$15 million (the Private Placement and,
together with the Acquisition, the Transactions). The Private Placement will be effected by way of an
offering of subscription receipts by Delrand, VoiceTrust or such other entity as may be agreed upon, at a
price of not less than $0.65 per subscription receipt. Holders of subscription receipts will automatically
receive, upon the satisfaction of certain customary escrow release conditions (including the conditions to
the closing of the Acquisition having been satisfied or waived), one Delrand common share for each
subscription receipt held. The Private Placement is anticipated to be completed on a best efforts basis to
qualified investors.
Upon the closing of the Transactions, it is anticipated that VoiceTrust Holding B.V. will own or control 45%
of all then outstanding Delrand common shares on a fully-diluted basis, after giving effect to the Private
Placement and any other issuances of Delrand common shares on or before Closing.
The Meeting
Delrand also announced that the date of its annual and special meeting of shareholders (the Meeting),
originally scheduled to be held on November 27, 2014, has been changed to December 8, 2014. A
management information circular in connection with the Meeting (the Circular) has been mailed to
Delrand’s shareholders of record as at October 27, 2014. A copy of the Circular and related Meeting
materials is also available under Delrand’s profile at www.sedar.com.
Addendum
Subsequent to the issuance of the Circular, Delrand has provided an update to the pro forma financial
statements included in the Circular. Delrand has prepared an addendum to the Circular (the Addendum)
containing the updated pro forma financial statements and related pro forma financial information
disclosure which is intended to replace the pro forma financial statements and related disclosure included
in the Circular. The Addendum will be mailed to Delrand’s shareholders of record as at October 27, 2014.
The reason for the revised pro forma financial statements is to present the Acquisition as a “reverse
acquisition” as opposed to a “business combination” for accounting purposes, which better reflects how
the Acquisition will be presented in the resulting issuer’s financial statements. The main impact is the
treatment of approximately CDN$27.5 million of goodwill which was included in the business combination
accounting presentation, but excluded in the reverse acquisition accounting presentation. For more
information, please refer to the Addendum which will also be available under Delrand’s profile at
www.sedar.com.
About Delrand
Delrand’s common shares are listed on the Toronto and Johannesburg Stock Exchanges under the
symbol "DRN". For more information, please see materials available under Delrand’s profile at
www.sedar.com.
About VoiceTrust
VoiceTrust provides voice biometrics solutions that make authentication more secure, convenient, and
cost-effective than passwords, PINs, and security questions. Fortune 500 enterprises in financial
services, IT helpdesks, and call centers verify the identity of millions of customers and employees across
North America and Europe with its voice-based authentication products. Founded in 2000, VoiceTrust has
established itself as a market leader with high-profile customers, the most accurate and flexible
technology in the industry, and a reputation for the successful delivery of projects. For more information,
please visit: www.ramphastosinvestments.com.
Cautionary Statements
Completion of the Transactions is subject to a number of conditions, including the final acceptance of the
TSX and 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 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 TSX 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 press release includes forward-looking statements regarding future
events and the future performance of Delrand and VoiceTrust, including, without limitation, statements
relating to the proposed Transactions, the anticipated benefits of the proposed Transactions, the terms of
the Transactions and related transactions and statements or information with respect to the future
business and prospects. These forward-looking statements reflect the current expectations or beliefs of
Delrand based on information currently available to Delrand.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual
results to differ materially from those discussed in the forward-looking statements, and even if such actual
results are realized or substantially realized, there can be no assurance that they will have the expected
consequences to, or effects on Delrand. Factors that could cause actual results or events to differ
materially from current expectations include, among other things: uncertainties relating to the completion
of the Transactions; the inability of Delrand to obtain final TSX approval and/or shareholder approval of
the Transactions; failure to complete the Transactions; a lack of attractive alternative transactions; the
costs related the Transactions; Delrand’s inability to continue to meet TSX listing requirements; failure to
effectively use the proceeds of the Private Placement; future factors that may arise making it inadvisable
to proceed with, or advisable to delay, all or part of the transactions discussed in this press release; and
risks associated with the proposed change of business, including, but not limited to, market and economic
risks and risks related to intellectual property, product development and sales, competition, employment,
shareholders, customers and contracts, supply, governmental laws and regulations, currency and inflation
and security and privacy breaches, as further described in the Circular.
Consequently, there is no representation that actual events or results achieved will be the same in whole
or in part as those forecasts. 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 1-800-714-7938.
18 November 2014
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 18/11/2014 09:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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