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Diamond Explorer Votes On Plan to Sell Congo Licenses For $1

Dec 7, 2014 10:24 AM   By Ronen Shnidman
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RAPAPORT... Delrand Resources, a diamond mine explorer in the Democratic Republic of the Congo (DRC), may sell all of the company's exploration licenses for $1 if the move is approved by shareholders this Monday.

The DRC is one of a handful of African countries that De Beers concluded were highly prospective for economically viable diamond deposits. Delrand was, until now, one of less than a handful of Western diamond mining and exploration companies that entered the DRC in the past two decades that was still in operations.

The disposal of Delrand's diamond mining licenses is part of a reverse merger agreement with biometrics company VoiceTrust Holding Inc. to allow the merged company to exit the mineral exploration business and focus on the biometric solutions market. Voice Trust Holding, like Delrand, is headquartered in Toronto, Canada but also has offices in Montreal, Munich and Princeton, New Jersey.

Delrand’s board cited the challenges faced in moving forward with its African mineral exploration business as one of the reasons why it recommended its shareholders vote in favor of the merger and asset disposal. The company had less than $32,000 in cash on hand and current liabilities of more than $625,000 as of June 30, 2014, according to the company’s last interim financial statement. Several month later, on September 15, Delrand issued a press release announcing to the public that a final merger agreement had been concluded with VoiceTrust Holding.

Delrand will purchase Voice Trust Holding for $23.6 million (CAD 27 million) from its Netherlands-based parent company VoiceTrust Holding B.V in entirely share-based transactions subject to shareholder approval. The largest shareholder of the resulting company, if the merger is approved, will be VoiceTrust Holding B.V with 45 percent of the outstanding shares.

Another measure to be submitted to shareholders, conditional on the approval of the merger resolution, will be the name change of the newly merged company to Biometric Identity Solutions Inc. The renamed company will continue to be listed for trading on Toronto Stock Exchange (TSX) and the Johannesburg Stock Exchange (JSE). Delrand’s company bylaws require that the asset disposition resolution and name change must be approved by a special majority of at least two-thirds of the votes cast by the shareholders present or represented by proxy at the shareholder meeting.
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Tags: Banro, biometric, Congo, Delrand Resources, drc, Ronen Shnidman
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