September 17, 2014 -
VoiceTrust has entered into a share exchange agreement with Delrand Resources Limited. Under the terms of the agreement, Delrand will acquire VoiceTrust for CDN$27 million to be paid by the issuance of 36 million common shares in the capital of Delrand and will complete a private placement to raise minimum net proceeds of $15M for the business.
The acquisition constitutes a “change of business” according to the policies of the Toronto Stock Exchange and, as a result, Delrand will apply to the Exchange for acceptance of the acquisition.
Delrand will also apply to the Exchange for acceptance of the private placement, with its net proceeds going towards funding VoiceTrust’s operations following the acquisition closing.
And subject to approval by its shareholders, Delrand will dispose of its existing assets to an arm’s length purchaser at the time of the acquisition’s completion.
VoiceTrust also announced that Alan Brousseau, a senior executive with more than 14 years experience growing biometric businesses in North America, has been appointed CEO.
“I am looking forward to leading VoiceTrust into a new phase of expansion,” said CEO Alan Brousseau. “Now more than ever, a leading-edge authentication strategy is necessary to help ensure the safety of private information and the satisfaction of customers. VoiceTrust is paving the way on a global level with next-generation solutions and I’m excited to work with this team to further enhance our presence in the security industry.”
VoiceTrust has also appointed Edward F. Escubedo as Chief Operations Officer.
Delrand said it anticipates that its current officers and directors will resign prior to the closing of the acquisition, with the exception of Arnold Kondrat who will continue as a director and Alan Brousseau, Bermard Crotty, Ronald Meersschaert and Renier Lemmens being named to Delrand board of directors.
VoiceTrust says it will continue to operate on a “business as usual” basis with no interruptions to ongoing activities.