Delrand Resources Announces Proposed Change of Business and Concurrent Private Placement - Seite 2

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.

Alan Brousseau

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 Upper Canada.