Delrand Resources Announces Proposed Change of Business and Concurrent Private Placement

TORONTO, ONTARIO--(Marketwired - Sept. 15, 2014) -

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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 Coöperatief 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.