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Delrand Resources Limited - Consolidated Financial Statements For Year Ended Jun 30 2103, 6 Months Ended Jun 30 2012 And Year Ended Dec 31 2011

Release Date: 30/09/2013 13:40:00      Code(s): DRN     
Delrand Resources Limited
(formerly BRC DIAMONDCORE Limited)
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN       ISIN number: CA2472671072
("Delrand" or the "Company")


CONSOLIDATED FINANCIAL STATEMENTS
For the year ended June 30, 2013, the six months ended June 30, 2012 and
the year ended December 31, 2011

(Expressed in Canadian dollars)
Management?s Report

The consolidated financial statements, the notes thereto and other financial information contained in the
Management?s Discussion and Analysis have been prepared in accordance with International Financial Reporting
Standards and are the responsibility of the management of Delrand Resources Limited (the ?Company?). The
financial information presented elsewhere in the Management?s Discussion and Analysis is consistent with the data
that is contained in the consolidated financial statements. The consolidated financial statements, where necessary,
include amounts which are based on the best estimates and judgments of management.

In order to discharge management?s responsibility for the integrity of the financial statements, the Company
maintains a system of internal controls. These controls are designed to provide reasonable assurance that the
Company?s assets are safeguarded, transactions are executed and recorded in accordance with management?s
authorization, proper records are maintained and relevant and reliable information is produced. These controls
include maintaining quality standards in hiring and training of employees, policies and procedures manuals, a
corporate code of conduct and ensuring that there is proper accountability for performance within appropriate and
well-defined areas of responsibility. The system of internal controls is further supported by a compliance function,
which is designed to ensure that management and the Company?s employees comply with securities legislation and
conflict of interest rules.

The Board of Directors is responsible for overseeing management?s performance of its responsibilities for financial
reporting and internal control. The Audit Committee, which is composed of non-executive directors, meets with
management as well as the external auditors, as and when appropriate, to ensure that management is properly
fulfilling its financial reporting responsibilities to the Board of Directors who approve the consolidated financial
statements. The external auditors have full and unrestricted access to the Audit Committee to discuss the scope of
their audits, the adequacy of the system of internal controls and review reporting issues.

The consolidated financial statements for the year ended June 30, 2013, for the six months ended June 30, 2012 and
for the year ended December 31, 2011 have been audited by Deloitte LLP, Chartered Professional Accountants,
Chartered Accountants and Licensed Public Accountants, in accordance with Canadian generally accepted auditing
standards.




(Signed) ?Michiel C.J. de Wit?                   (Signed) ?Brian P. Scallan?

Michiel C.J. de Wit, President                    Brian P. Scallan, Vice President, Finance

September 27, 2013
                                                    
Page 2 of 32

Independent Auditor?s Report
To the Shareholders of Delrand Resources Limited

We have audited the accompanying consolidated financial statements of Delrand Resources Limited (the ?Company?), which comprise the
consolidated statements of financial position as at June 30, 2013, June 30, 2012, and December 31, 2011 and the consolidated statements of
comprehensive loss, changes in equity and cash flow for the year ended June 30, 2013, the six months ended June 30, 2012 and the year
ended December 31, 2011 and a summary of significant accounting policies and other explanatory information.

Management?s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor?s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in
accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.
The procedures selected depend on the auditor?s judgment, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
entity?s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity?s internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Delrand Resources
Limited as at June 30, 2013, June 30, 2012 and December 31, 2011 and its financial performance and its cash flows for the year ended June
30, 2013, the six months ended June 30, 2012 and the year ended December 31, 2011 in accordance with International Financial Reporting
Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 ? Corporate Information and Continuation of the Business in the consolidated
financial statements which indicates that the Company incurred a net loss of $283,776 for the year ended June 30, 2013 and, as of that date,
the Company?s current liabilities exceeded current assets by $429,967 and the Company?s deficit was $120,054,622. These conditions, along
with other matters as set forth in Note 1, indicate the existence of material uncertainties that may cast significant doubt about the Company?s
ability to continue as a going concern.

/s/ Deloitte LLP

Chartered Professional Accountants, Chartered Accountants

Licensed Public Accountants

Toronto, Canada

September 27, 2013

                                                                
Page 3 of 32


Delrand Resources Limited
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013

CONTENTS
Consolidated Statements of Financial Position.............................................................................5
Consolidated Statements of Comprehensive Loss?????........................................................................6
Consolidated Statements of Changes in Equity..............................................................................7
Consolidated Statements of Cash Flow......................................................................................8
Notes to the Consolidated Financial Statements............................................................................9

1. Corporate Information and Continuation of the Business................................................................ 9
2. Basis of Preparation ................................................................................................. 9
3. Summary of Significant Accounting Policies .......................................................................... 10
4. Subsidiaries and Investment in Associate ............................................................................ 20
5. Exploration and Evaluation Assets ................................................................................... 21
6. Accounts Payable and Accrued Liabilities ............................................................................ 22
7. Notes Payable ....................................................................................................... 22
8. Related Party Transactions........................................................................................... 22
9. Share Capital ....................................................................................................... 23
10. Share-Based Payments ............................................................................................... 24
11. Segmented Reporting ................................................................................................ 26
12. Financial Risk Management Objectives and Policies .................................................................. 27
13. Commitments and Contingencies ...................................................................................... 30
14. Income Taxes ....................................................................................................... 30
15. Subsequent Event ................................................................................................... 32

                                                             
Page 4 of 32


Delrand Resources Limited
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)


                                                          Notes        June 30, 2013         June 30, 2012        December 31, 2011

                                                                                   $                     $                        $
Assets
Current Assets
    Cash                                                                     101,713               440,655                   88,068
    Other receivable                                                               -                     -                   26,145
    Due from related parties                                 8                   921                     -                        -
    Prepaid expenses and other assets                                         24,858                54,472                   38,342
Total Current Assets                                                         127,492               495,127                  152,555


Non-Current Assets
    Property, plant and equipment                                                  -                 -                        -
    Exploration and evaluation                               5             5,142,097             5,165,687                5,121,486
Total Non-Current Assets                                                   5,142,097             5,165,687                5,121,486


Total Assets                                                               5,269,589             5,660,814                5,274,041


Liabilities and Shareholders' Equity
    Current Liabilities
    Accounts payable and accrued liabilities                 6               420,637               645,575                  530,024
    Income taxes payable                                    14                10,840                16,496                   11,076
    Due to related parties                                   8               125,982               254,119                  144,646
Total Current Liabilities                                                    557,459               916,190                  685,746


Non-current
Income taxes payable                                        14                 5,420                16,260                   20,502
Total Liabilities                                                            562,879               932,450                  706,248


Shareholders' Equity
    Share capital                                            9           116,601,688           116,339,566              115,939,566
    Contributed surplus                                                    8,159,644             8,159,644                8,159,644
    Deficit                                                            (120,054,622)          (119,770,846)            (119,531,417)
Total Shareholders' Equity                                                 4,706,710             4,728,364                4,567,793
Total Liabilities and Shareholders' Equity                                 5,269,589             5,660,814                5,274,041


Common shares
  Authorized (Note 8a)                                                     Unlimited             Unlimited                Unlimited
  Issued and outstanding                                                  58,734,643            52,734,643               49,704,341


The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements were approved and authorized for issue by the Board of Directors on September 24, 2013.
Signed on behalf of the Board of Directors by:

/s/ Michiel de Wit                                                                                 /s/ Brian Scallan
Michiel de Wit                                                                                     Brian Scallan
Director                                                                                           Director

                                                                  
Page 5 of 32


Delrand Resources Limited
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars)

                                                                      Notes             Year ended     Six months ended            Year ended
                                                                                     June 30, 2013        June 30, 2012     December 31, 2011
                                                                                         (Note 2a)            (Note 2a)             (Note 2a)
                                                                                                 $                    $                     $
Expenses
    Consulting and professional fees                                                       178,764              153,030               308,346
    General and administrative                                                             102,049               99,289               223,467
    Foreign exchange loss (gain)                                                             2,963                4,429                (8,323)
    Gain on disposal of property, plant and equipment                    5                       -                    -              (430,085)
    Interest expense                                                                             -                    -                 8,000


Loss from operations before other income and income taxes                                 (283,776)             (256,748)             (101,405)
Other income                                                                                     -                18,497                     -
Loss before income taxes                                                                  (283,776)             (238,251)             (101,405)
Income tax expense                                                                               -                (1,178)              (21,909)
Net loss and comprehensive loss for the period                                            (283,776)             (239,429)             (123,314)



Basic and diluted loss per share                                        9c                   (0.01)                (0.00)                (0.00)
Adjustments for headline loss per share                                 9c                       -                     -                     -
Headline loss per share                                                 9c                   (0.01)                (0.00)                (0.00)
Weighted average number of common shares outstanding                                    53,474,369            49,720,991            47,855,026
The accompanying notes are an integral part of these consolidated financial statements.

                                                          
Page 6 of 32


Delrand Resources Limited
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian dollars)
                                                                     Common shares                                                             Total
                                                                                                   Contributed
                                                 Notes     Number of shares                                               Deficit       Shareholders'
                                                                                       Amount          Surplus
                                                                    (Note 9)                                                                  equity
Balance at December 31, 2010                                     44,704,320      $ 115,457,876     $ 7,815,398     $ (119,408,103)       $ 3,865,171


Net loss for the year                                                     -                  -               -           (123,314)          (123,314)
Share issuance (net of costs)                      9              5,000,000            481,690               -                  -            481,690
Warrant issuance (net of costs)                    9                      -                  -         344,246                  -            344,246
Fractional shares due to consolidation             9                     21                  -               -                  -                  -
Balance at December 31, 2011                                     49,704,341        115,939,566       8,159,644       (119,531,417)         4,567,793


Net loss for the period                            2a                     -                  -               -           (239,429)          (239,429)
Warrant exercise                                    9             3,030,302            400,000               -                  -            400,000
Balance at June 30, 2012                                         52,734,643        116,339,566       8,159,644       (119,770,846)         4,728,364


Net loss for the year                                                     -                  -               -           (283,776)          (283,776)
Share issuance (net of costs)                       9             6,000,000            262,122               -                  -            262,122
Balance at June 30, 2013                                         58,734,643      $ 116,601,688     $ 8,159,644     $ (120,054,622)       $ 4,706,710


The accompanying notes are an integral part of these consolidated financial statements.


Page 7 of 32

Delrand Resources Limited
CONSOLIDATED STATEMENTS OF CASH FLOW
(Expressed in Canadian dollars)



                                                                                              Year ended            Six months          Year ended
                                                                                           June 30, 2013        ended June 30,    December 31, 2011
                                                                                Notes           (Note 2a)        2012 (Note 2a)           (Note 2a)
                                                                                                       $                     $                   $


Cash flows from operating activities
Net loss for the period                                                                         (283,776)             (239,429)           (123,314)
Adjustments to reconcile net loss to net cash used in operating activities
   Interest expense                                                                                    -                     -               8,000
   Interest paid - Note payable                                                                        -                     -              (8,493)
   Income taxes expense                                                                                -                 1,178                   -
   Gain on disposal of property, plant and equipment                                                   -                     -            (430,085)
Changes in non-cash working capital
   Prepaid expenses and other assets                                                              29,614               (16,131)            (16,629)
   Other receivable                                                                                    -                26,145             (26,145)
   Accounts payable and accrued liabilities                                                      (85,862)              115,551            (304,152)
   Taxes payable                                                                                     (44)                    -              21,909
   Taxes paid                                                                                    (16,452)                    -             (12,247)
Net cash flows used in operating activities                                                     (356,520)             (112,686)           (891,156)


Cash flows from investing activities
Proceeds from disposal of capital asset                                                                 -                     -            430,085
Expenditures on exploration and evaluation                                        5              (381,065)             (159,306)          (409,600)
Funds received from Rio Tinto                                                                     265,579               115,106            367,255
Net cash provided by (used in) investing activities                                             (115,486)               (44,200)           387,740


Cash flows from financing activities
Issuance of units                                                                 9               262,122                     -            825,936
Warrants exercised                                                                9                     -               400,000                  -
Notes payable                                                                     7                     -                     -           (400,000)
Due from related parties                                                                          (12,247)                    -                  -
Due to related parties                                                            8              (116,811)              109,473             38,617
Net cash provided by financing activities                                                        133,064                509,473            464,553


Net (decrease) increase in cash during the period                                                (338,942)              352,587            (38,863)
Cash, beginning of the period                                                                     440,655                88,068            126,931
Cash, end of the period                                                                          101,713                440,655             88,068


The accompanying notes are an integral part of these consolidated financial statements.


Page 8 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

1. CORPORATE INFORMATION AND CONTINUATION OF THE BUSINESS

Corporate Information

The principal business of Delrand Resources Limited (the ?Company?) is the acquisition and exploration of mineral properties
in the Democratic Republic of the Congo (?DRC?).

These consolidated financial statements as at June 30, 2013, June 30, 2012, and December 31, 2011 and for the year ended
June 30, 2013, the six month period ended June 30, 2012 and the year ended December 31, 2011 include the accounts of the
Company and those of its wholly-owned subsidiary incorporated in the DRC, Delrand Resources Congo SPRL (the subsidiary
effected a name change in 2012), and in South Africa, BRC Diamond South Africa (Proprietary) Limited. The Company is a
publicly traded company whose outstanding common shares are listed for trading on the Toronto Stock Exchange and the JSE
Limited in Johannesburg, South Africa. The head office of the Company is located at 1 First Canadian Place, 100 King Street
West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada.

Continuation of the business

The Company incurred a net loss of $283,776 for the year ended June 30, 2013 (six-month period ended June 30, 2012:
$239,429 and year ended December 31, 2011: $123,314) and as at June 30, 2013 had a working capital deficit of $429,967
and deficit of $120,054,622 (June 30, 2012: $421,063 and $119,770,846, and December 31, 2011 $533,191 and $119,531,417,
respectively).

The Company?s ability to continue operations in the normal course of business is dependent on several factors, including its
ability to secure additional funding. Management is exploring all available options to secure additional funding, including
equity financing and strategic partnerships. In addition, the recoverability of the amount shown for exploration and
evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain
financing to continue to perform exploration activity or complete the development of the properties where necessary, or
alternatively, upon the Company?s ability to recover its incurred costs through a disposition of its interests, all of which are
uncertain.

In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange
appropriate financing, the carrying value of the Company?s assets could be subject to material adjustment. Furthermore,
certain market conditions may cast significant doubt upon the validity of the going concern assumption.

These consolidated financial statements do not include any additional adjustments to the recoverability and classification of
certain recorded asset amounts, classification of certain liabilities and changes to the statements of comprehensive loss that
might be necessary if the Company was unable to continue as a going concern.

2. BASIS OF PREPARATION
a) Change of fiscal year-end
    In June 2012, the Board of Directors of the Company passed a resolution changing the Company?s financial year-end from
    December 31 to June 30. As a result of this change, these consolidated financial statements are for the year ended June
    30, 2013 and amounts presented for prior periods are not directly comparable as the comparative period is for the six
    months ended June 30, 2012 and for the year ended December 31, 2011. The change was undertaken to better align the
    Company?s financial planning and tax planning with its business planning.

                                                       
Page 9 of 32

Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

b) Statement of compliance
        These consolidated financial statements as at and for the year ended June 30, 2013, six month period ended June 30,
        2012 and the year ended December 31, 2011 have been prepared in accordance with International Financial Reporting
        Standards (?IFRS?) as issued by the International Accounting Standards Board (?IASB?).

        The accompanying financial information as at and for the year ended June 30, 2013, six month period ended June 30,
        2012 and the year ended December 31, 2011 have been prepared in accordance with the IFRS standards and IFRS
        Interpretation Committee (?IFRIC?) interpretations issued and effective at June 30, 2013.


c) Basis of measurement
        These consolidated financial statements have been prepared under the historical cost convention, except for certain
        financial assets which are presented at fair value, as explained in the summary of significant accounting policies set out
        in Note 3.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial
statements, unless otherwise indicated. The accounting policies have been applied consistently by all group entities and for
all periods presented.

a) Basis of Consolidation
  i.        Subsidiaries

            Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or
            indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. This
            control is evidenced through owning more than 50% of the voting rights or currently exercisable potential voting
            rights of a company?s share capital. The financial statements of subsidiaries are included in the consolidated
            financial statements of the Company from the date that control commences until the date that control ceases.
            Consolidation accounting is applied for all of the Company?s subsidiaries.

 ii.        Transactions eliminated on consolidation

            All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

 iii.       Associate

            Where the Company has the power to significantly influence but not control the financial and operating policy
            decisions of another entity, the investment is accounted for as an associate. Associates are initially recognized in the
            consolidated statements of financial position at cost and adjusted thereafter for the post-acquisition changes in the
            Company?s share of the net assets of the associate, under the equity method of accounting. The Company's share of
            post-acquisition profits and losses is recognized in the consolidated statement of comprehensive loss, except that
            losses in excess of the Company's investment in the associate are not recognized unless there is a legal or
            constructive obligation to recognize such losses. If the associate subsequently reports profits, the Company?s share
            of profits is recognized only after the Company?s share of the profits equals the share of losses not recognized.

            Profits and losses arising on transactions between the Company and its associates are recognized only to the extent
            of unrelated investor?s interests in the associate. The investor's share in the associate's profits and losses resulting
            from these transactions is eliminated against the carrying value of the associate.

            Any premium paid for an associate above the fair value of the Company's share of the identifiable assets, liabilities
            and contingent liabilities acquired is capitalized and included in the carrying amount of the Company?s investment in

                                                               
Page 10 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
        
            an associate. Where there is objective evidence that the investment in an associate has been impaired, the carrying
            amount of the investment is tested for impairment in the same way as other non-financial assets.

b) Use of Estimates and Judgments
   The preparation of these consolidated financial statements in conformity with IFRS requires management to make
   judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of
   assets, liabilities, income and expenses. Actual results may differ from these estimates.

   In preparing these consolidated financial statements, the significant judgments and estimates have been made by
   management in applying the Company?s accounting policies. Estimates and underlying assumptions are reviewed on an
   ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in
   any future periods affected. Critical judgments in applying accounting policies that have the most significant effect on
   the amounts recognized in the consolidated financial statements are as follows:

   Estimates:

   i)    Provisions and contingencies

   The amount recognized as a provision, including legal, contractual, constructive and other exposures or obligations, is
   the best estimate of the consideration required to settle the related liability, including any related interest charges,
   taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be
   resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently
   involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its
   liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate
   requirements.

   ii)   Impairment

   Assets, including property, plant and equipment and exploration and evaluation, are reviewed for impairment whenever
   events or changes in circumstances indicate that their carrying amounts may exceed their recoverable amounts. The
   assessment of the fair value often requires estimates and assumptions such as discount rates, exchange rates, commodity
   prices, rehabilitation and restoration costs, future capital requirements and future operating performance. Changes in
   such estimates could impact recoverable values of these assets. Estimates are reviewed regularly by management.

   iii)  Share-based payment transactions

   The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the
   equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions
   requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the
   grant. This estimate also requires determining the most appropriate inputs to the valuation model including the
   expected life of the stock option, volatility, dividend yield, forfeiture rate and making assumptions about them. The
   assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 10.

   iv)  Decommissioning and environmental provisions

   The Company?s operations are subject to environmental regulations in the DRC. Upon any establishment of commercial
   viability of a site, the Company will estimate the cost to restore the site following the completion of commercial
   activities and depletion of reserves. These future obligations are estimated by taking into consideration closure plans,
   known environmental impacts, and internal and external studies which estimate the activities and costs that will be
   carried out to meet the decommissioning and environmental obligations. Amounts recorded for decommissioning and
   environmental provisions are based on estimates of decommissioning and environmental costs which may not be incurred
   for several years or decades. The decommissioning and environmental cost estimates could change due to amendments
   in laws and regulations in the DRC. Additionally, actual estimated decommissioning and reclamation costs may differ

                                                       
Page 11 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
   
   from those projected as a result of an increase over time of actual remediation costs, a change in the timing for
   utilization of reserves and the potential for increasingly stringent environmental regulatory requirements. The Company
   is currently in the exploration stage and as such, there are no decommissioning and environmental reclamation costs as
   at June 30, 2013.

   Judgments:

   i)    Exploration and evaluation expenditure

   The application of the Company?s accounting policy for exploration and evaluation expenditure requires judgment in
   determining whether it is likely that future economic benefits will flow to the Company, which may be based on
   assumptions about future events or circumstances. Estimates and assumptions made may change if new information
   becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery
   of the expenditure is unlikely, the amount capitalized is written off in the statement of comprehensive loss during the
   period the new information becomes available.

   ii)   Income taxes

   The Company is subject to income taxes in various jurisdictions and subject to various rates and rules of taxation.
   Significant judgment is required in determining the provision for income taxes. There are many transactions and
   calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.
   The Company recognizes liabilities for anticipated tax audit issues based on the Company?s current understanding of the
   tax law. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such
   differences will impact the current and deferred tax provisions in the period in which such determination is made.

   In addition, the Company has not recognized deferred tax assets relating to tax losses carried forward. Future realization
   of the tax losses depends on the ability of the entity to satisfy certain tests at the time the losses are recouped,
   including current and future economic conditions, tax law, production rates and production costs.

   iii) Functional and presentation currency

   Judgment is required to determine the functional currency of each entity. These judgments are continuously evaluated
   and are based on management?s experience and knowledge of the relevant facts and circumstances.

   iv) Impairment

   Judgment is involved in assessing whether there is any indication that an asset or cash generating unit may be impaired.
   This assessment is made based on the analysis of, amongst other factors, changes in the market or business environment,
   events that have transpired that have impacted the asset or cash generating unit, and information from internal
   reporting.

   v)    Going Concern

   As described in the continuation of business note, management uses its judgment in determining whether the Company is
   able to continue as a going concern. Refer to Note 1.

                                                      
Page 12 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

c) Foreign Currency Translation
       Functional and presentation currency

       These consolidated financial statements are presented in Canadian dollars (?$?), which is the Company?s functional and
       presentation currency.

       Foreign currency transactions

   The functional currency for each of the Company?s subsidiaries is the currency of the primary economic environment in
   which the entity operates. Transactions entered into by the Company?s subsidiaries in a currency other than the currency
   of the primary economic environment in which they operate (their "functional currency") are recorded at the rates
   prevailing when the transactions occur except depreciation and amortization which are translated at the rates of
   exchange applicable to the related assets, with any gains or losses recognized in the consolidated statements of
   comprehensive loss. Foreign currency monetary assets and liabilities are translated at current rates of exchange with the
   resulting gain or losses recognized in the consolidated statements of comprehensive loss. Exchange differences arising on
   the retranslation of unsettled monetary assets and liabilities are recognized immediately in net loss. Non-monetary
   assets and liabilities are translated using the historical exchange rates. Non-monetary assets and liabilities measured at
   fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

d) Cash
       Cash includes cash on hand and deposits held with financial institutions.

e) Financial Assets
   Financial assets are classified as either financial assets at fair value through profit or loss (?FVTPL?), loans and
   receivables, held to maturity investments (?HTM?), or available for sale financial assets (?AFS?), as appropriate and,
   except in very limited circumstances, the classification is not changed subsequent to initial recognition. The
   classification is determined at initial recognition and depends on the nature and purpose of the financial asset. A
   financial asset is derecognized when contractual rights to the asset?s cash flows expire or if substantially all the risks and
   rewards of the asset are transferred.

  i.       Financial assets at FVTPL
           Financial assets are classified as FVTPL when the financial asset is held for trading or it is designated upon initial
           recognition as at FVTPL. A financial asset is classified as held for trading if (1) it has been acquired principally for
           the purpose of selling or repurchasing in the near term; (2) it is part of an identified portfolio of financial
           instruments that the Company manages and has an actual pattern of short term profit taking; or (3) it is a derivative
           that is not designated and effective as a hedging instrument. Financial assets at FVTPL are carried in the
           consolidated statement of financial position at fair value with changes in fair value recognized in net loss.
           Transaction costs are expensed as incurred.


 ii.       Loans and receivables

           Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an
           active market are classified as loans and receivables. The Company has classified cash as loans and receivables.

           Loans and receivables are initially recognized at fair value plus transaction costs that are directly attributable to
           their acquisition or issue, and are subsequently carried at amortized cost less losses for impairment. The impairment
           loss of receivables is based on a review of all outstanding amounts at period end. Bad debts are written off during
           the period in which they are identified. Amortized cost is calculated taking into account any discount or premium on
           acquisition and includes fees that are an integral part of the effective interest rate and transaction costs. Gains and

                                                          
Page 13 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
        
        losses are recognized in the statements of comprehensive loss when the loans and receivables are derecognized or
        impaired, as well as through the amortization process.

 iii.   HTM investments

        HTM financial instruments are initially measured at fair value. Subsequently, HTM financial assets are measured at
        amortized cost using the effective interest rate method, less any impairment losses. The Company did not classify
        any assets as HTM.

 iv.    AFS financial assets

        Non-derivative financial assets not included in the above categories are classified as AFS financial assets. They are
        carried at fair value with changes in fair value generally recognized in other comprehensive loss and accumulated in
        the AFS reserve. Impairment losses are recognized in net loss. Purchases and sales of AFS financial assets are
        recognized on settlement date with any change in fair value between trade date and settlement date being
        recognized in the AFS reserve. On sale, the cumulative gain or loss recognized in other comprehensive loss is
        reclassified from the AFS reserve to net loss. The Company has not designated any of its financial assets as AFS.

  v.    Impairment of financial assets

        The Company assesses at each reporting date whether a financial asset or a group of financial assets is impaired. A
        financial asset or group of financial assets is deemed to be impaired, if, and only if, there is objective evidence of
        impairment as a result of one or more events that has occurred after the initial recognition of the asset and that
        event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that
        can be reliably estimated.

        For financial assets carried at amortized cost, the amount of the impairment is the difference between the asset?s
        carrying amount and the present value of estimated future cash flows, discounted at the asset?s original effective
        rate.

        The carrying amount of all financial assets, excluding other receivables, is directly reduced by any impairment loss.
        The carrying amount of other receivables is reduced through the use of an allowance account. Associated allowances
        are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been
        transferred to the Company. Subsequent recoveries of amounts previously written off are credited against the
        allowance account. Changes in the carrying amount of the allowance account are recognized in net loss. A provision
        for impairment is made in relation to other receivable, and an impairment loss is recognized in net loss when there
        is objective evidence that the Company will not be able to collect all of the amounts due under the original terms.
        The carrying amount of the receivable is reduced through use of an allowance account.

        With the exception of AFS equity instruments, if in a subsequent period the amount of impairment loss decreases
        and the decrease relates to an event occurring after the impairment was recognized, the previously recognized
        impairment loss is reversed through net loss. On the date of impairment reversal, the carrying amount of the
        financial asset cannot exceed its amortized cost had the impairment not been recognized. Reversal for AFS equity
        instruments are recognized in other comprehensive loss.

                                                       
Page 14 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
 
 vi.     Effective interest method

         The effective interest method calculates the amortized cost of a financial instrument asset or liability and allocates
         interest income over the corresponding period. The effective interest rate is the rate that discounts estimated
         future cash receipts over the expected life of the financial asset or liability, or where appropriate, a shorter period.
         Income is recognized on an effective interest basis for debt instruments other than those financial assets classified
         as FVTPL.

f) Financial Liabilities
   Financial liabilities are classified as FVTPL, or other financial liabilities, as appropriate upon initial recognition. A
   financial liability is derecognized when the obligation under the liability is discharged, cancelled or expired.

   i.         Financial liabilities classified as other financial liabilities are initially recognized at fair value less directly
              attributable transaction costs. Subsequent to the initial recognition, other financial liabilities are measured at
              amortized cost using the effective interest method. The Company?s other financial liabilities include accounts
              payable, accrued liabilities and related party liability balances.

   ii.        Financial liabilities classified as FVTPL include financial liabilities held-for-trading and financial liabilities
              designated upon initial recognition as FVTPL. Financial liabilities are classified as held-for-trading if they are
              acquired for the purpose of selling in the near term. This category includes derivative financial instruments
              (including separated embedded derivatives) held for trading unless they are designated as effective hedging
              instruments. Gains or losses on liabilities held for trading are recognized in the consolidated statement of
              comprehensive loss. The Company does not have any financial liabilities classified as FVTPL.

g) Loss Per Share
   Basic loss per share is computed by dividing the net loss applicable by the weighted average number of common shares
   outstanding during the reporting period. Diluted loss per share is computed by dividing the net loss by the sum of the
   weighted average number of common shares issued and outstanding during the reporting period and all additional
   common shares for the assumed exercise of stock options and warrants outstanding for the reporting period, if dilutive.
   The treasury stock method is used for the assumed proceeds upon the exercise of stock options and warrants that are
   used to purchase common shares at the average market price during the reporting period. As the Company is incurring
   losses, basic and diluted loss per share are the same because the exercise of outstanding stock options and share
   purchase warrants in the diluted loss per share calculation is anti-dilutive.

   Headline loss per share is an additional earnings number that is permitted by IAS 33, Earnings per share (?IAS 33?). The
   starting point is earnings as determined in IAS 33, excluding ?separately identifiable re-measurements? (as defined), net
   of related tax (both current and deferred) and related non-controlling interest, other than re-measurements specifically
   included in headline. A re-measurement is an amount recognized in profit or loss relating to any change (whether
   realized or unrealized) in the carrying amount of an asset or liability that arose after the initial recognition of such asset
   or liability.

h) Property, Plant and Equipment (?PPE?)
         i.   Recognition and measurement
         Items of PPE are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes
         expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets
         includes the cost of materials, directed labor and any other cost directly attributable to bring the asset to the
         location and condition necessary to be capable of operating in the manner intended by the Company. Assets in the
         course of construction are capitalized in the capital construction in progress category and transferred to the
                                                       

Page 15 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

       appropriate category of PPE upon completion. When components of an asset have different useful lives,
       depreciation is calculated on each separate component.

       ii.        Subsequent costs
       The cost of replacing part of an item of PPE is recognized in the carrying amount of the item if it is probable that
       the future economic benefits embodied within the part will flow to the Company and its cost can be measured
       reliably. The carrying amount of the replaced part is derecognized and included in net loss. If the carrying amount
       of the replaced component is not known, it is estimated based on the cost of the new component less estimated
       depreciation. The costs of the day-to-day servicing of property, plant and equipment are recognized in net loss as
       incurred.


       iii.       Depreciation
       Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are
       assessed to determine whether a component has an estimated useful life that is different from that of the
       remainder of that asset, in which case that component is depreciated separately. Depreciation is recognized in net
       loss on a straight line basis over the estimated useful lives of each item or component of an item of PPE as follows:

              ?     Furniture and office equipment           two to seven years
              ?     Vehicles                                 four years
              ?     Computer equipment                       three years
              ?     Exploration and mining assets            two to four years

       Depreciation methods, useful lives and residual values are reviewed annually and adjusted, if appropriate.
       Depreciation commences when an asset is available for use. Changes in estimates are accounted for prospectively.

       iv. Gains and losses
       Gains and losses on disposal of an item of PPE are determined by comparing the proceeds from disposal with the
       carrying amount of the PPE, and are recognized net within other income in the consolidated statement of
       comprehensive loss.


       v. Repairs and maintenance
       Repairs and maintenance costs are charged to expense as incurred, except major inspections or overhauls that are
       performed at regular intervals over the useful life of an asset are capitalized as part of PPE.


       vi. De-recognition
       An item of PPE is derecognized upon disposal or when no future economic benefits are expected to arise from the
       continued use of the asset. Any gain or loss arising on de-recognition of the assets (calculated as the difference
       between the net disposal proceeds and the carrying amount of the item) is included in net loss in the period the
       item is derecognized.


i) Exploration and Evaluation Assets
   All direct costs related to exploration and evaluation of mineral properties, net of incidental revenues, are capitalized
   under exploration and evaluation assets. Exploration and evaluation expenditures include such costs as acquisition of
   rights to explore; sampling, trenching and surveying costs; costs related to topography, geology, geochemistry and
   geophysical studies; drilling costs and costs in relation to technical feasibility and commercial viability of extracting a
   mineral resource.

   A regular review of each property is undertaken to determine the appropriateness of continuing to carry forward costs in
   relation to exploration and evaluation of mineral properties. Should the carrying value of the expenditure not yet

                                                     
Page 16 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

   amortized exceed its estimated recoverable amount in any year, the excess is written off in the consolidated statement
   of comprehensive loss.

j) Impairment of Non-financial Assets
   The Company?s PPE is assessed for indication of impairment at each consolidated statements of financial position date.
   Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying
   amount of an exploration and evaluation asset may exceed its recoverable amount. Internal factors, such as budgets and
   forecasts, as well as external factors, such as expected future prices, costs and other market factors are also monitored
   to determine if indications of impairment exist. If any indication of impairment exists, an estimate of the asset?s
   recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs to sell
   for the asset and the asset?s value in use. This is determined for an individual asset, unless the asset does not generate
   cash inflows that are largely independent of those from other assets or the Company?s assets. If this is the case, the
   individual assets are grouped together into cash generating units (?CGU?) for impairment purposes. Such CGUs represent
   the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows
   from other assets.

   If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is
   charged to the consolidated statement of comprehensive loss so as to reduce the carrying amount to its recoverable
   amount (i.e., the higher of fair value less cost to sell and value in use). Fair value less cost to sell is the amount
   obtainable from the sale of an asset or CGU in an arm?s length transaction between knowledgeable, willing parties, less
   the costs of disposal. Value in use is determined as the present value of the future cash flows expected to be derived
   from an asset or CGU. Estimated future cash flows are calculated using estimated future prices, any mineral reserves and
   resources and operating and capital costs. All assumptions used are those that an independent market participant would
   consider appropriate. The estimated future cash flows are discounted to their present value using a pre-tax discount rate
   that reflects current market assessments of the time value of money and the risks specific to the asset for which
   estimates of future cash flows have not been adjusted.

k) Income Taxes
   Income tax expense consists of current and deferred tax expense. Income tax expense is recognized in profit and loss,
   except to the extent that it relates to items recognized in other comprehensive loss or directly in equity. In this case,
   the tax is also recognized in other comprehensive loss or directly in equity.

   Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be
   recovered from, or paid, to the taxation authorities. The tax rates and tax laws used to compute current income tax
   assets and liabilities are measured at future anticipated tax rates, which have been enacted or substantively enacted at
   the reporting date. Current tax assets and current tax liabilities are only offset if a legally enforceable right exists to set
   off the amounts, and the Company intends to settle on a net basis, or to realize the asset and settle the liability
   simultaneously.

   Deferred taxes are recognized on all qualifying temporary differences at the reporting date between the tax basis of
   assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are only recognized
   to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future and
   future taxable profit will be available against which the temporary difference can be utilized.

   Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax
   bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the
   temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax
   assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and
   when the deferred tax balances relate to the same taxation authority.

                                                       
Page 17 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)


l) Share-Based Payments
   Equity-settled share-based payments for directors, officers and employees are measured at fair value at the date of
   grant and recorded as compensation expense in the consolidated statement of comprehensive loss. The fair value
   determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the
   vesting period based on the Company?s estimate of shares that will eventually vest. The number of forfeitures likely to
   occur is estimated on grant date. Any consideration paid by the optionee on exercise of equity-settled share-based
   payments is credited to share capital. Shares are issued from treasury upon the exercise of equity-settled share-based
   instruments.

   Compensation expense on stock options granted to non-employees is measured at the earlier of the completion of
   performance and the date the options are vested using the fair value method and is recorded as an expense in the same
   period as if the Company had paid cash for the goods or services received.

   When the value of goods or services received in exchange for the share-based payment cannot be reliably estimated, the
   fair value is measured by use of a Black-Scholes valuation model. The expected life used in the model is adjusted, based
   on management?s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
   considerations.

m) Provisions and Contingencies
   Provisions are recognized when a legal or constructive obligation exists, as a result of past events, and it is probable that
   an outflow of resources that can be reliably estimated will be required to settle the obligation. Where the effect is
   material, the provision is discounted using an appropriate current market-based pre-tax discount rate. The increase in
   the provision due to passage of time is recognized as interest expense.

   When a contingency substantiated by confirming events, can be reliably measured and is likely to result in an economic
   outflow, a liability is recognized as the best estimate required to settle the obligation. A contingent liability is disclosed
   where the existence of an obligation will only be confirmed by future events, or where the amount of a present
   obligation cannot be measured reliably. Contingent assets are only disclosed when the inflow of economic benefits is
   probable. When the economic benefit becomes virtually certain, the asset is no longer contingent and is recognized in
   the consolidated financial statements.

n) Related Party Transactions
   Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or
   exercise significant influence over the other party in making financial and operating decisions. Parties are also
   considered to be related if they are subject to common control or common significant influence. Related parties may be
   individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of
   resources or obligations between related parties. Related party transactions that are in the normal course of business
   and have commercial substance are measured at the exchange amount.

o) Newly Adopted Accounting Standards

   The Company has adopted the revised IFRS IAS 1 Presentation of financial statements (?IAS 1?) in these consolidated
   financial statements. IAS 1 did not have an effect on the Company?s consolidated financial statements.
                                                        

Page 18 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

p) Accounting Standards Issued But Not Yet Effective

   The Company has reviewed recently issued and revised accounting pronouncements that have been issued but are not
   yet effective and determined that the following may have an impact on the Company:

   IFRS 9, Financial instruments (?IFRS 9?) was issued by the IASB on November 12, 2009 and will replace IAS 39 Financial
   Instruments: Recognition and Measurement (?IAS 39?). IFRS 9 replaces the multiple rules in IAS 39 with a single approach
   to determine whether a financial asset is measured at amortized cost or fair value and a new mixed measurement model
   for debt instruments having only two categories: amortized cost and fair value. The approach in IFRS 9 is based on how
   an entity manages its financial instruments in the context of its business model and the contractual cash flow
   characteristics of the financial assets. The new standard also requires a single impairment method to be used, replacing
   the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2015.
   The Company is currently evaluating the impact of IFRS 9 on its consolidated financial statements.

   IFRS 10, Consolidated Financial Statements (?IFRS 10?) establishes principles for the presentation and preparation of
   consolidated financial statements when an entity controls one or more other entities. IFRS 10 supersedes IAS 27
   ?Consolidated and Separate Financial Statements? and SIC-12 ?Consolidated ? Special Purpose Entities? and is effective
   for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company is currently
   evaluating the impact of this standard on its consolidated financial statements.

   IFRS 11, Joint Arrangements (?IFRS 11?) establishes principles for financial reporting by parties to a joint arrangement.
   IFRS 11 supersedes the current IAS 31 ?Interests in Joint Ventures? and SIC-13 ?Jointly Controlled Entities ? Non-Monetary
   Contributions by Venturers? and is effective for annual periods beginning on or after January 1, 2013. Earlier application
   is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

   IFRS 12, Disclosure of Interests in Other Entities (?IFRS 12?) applies to entities that have an interest in a subsidiary, a
   joint arrangement, an associate or an unconsolidated structured entity. IFRS 12 is effective for annual periods beginning
   on or after January 1, 2013. Earlier application is permitted. The Company is currently evaluating the impact of this
   standard on its consolidated financial statements.

   IFRS 13, Fair Value Measurements (?IFRS 13?) defines fair value, sets out in a single IFRS framework for measuring fair
   value and requires disclosures about fair value measurements. IFRS 13 applies to IFRSs that require or permit fair value
   measurements or disclosures about fair value measurements (and measurements, such as fair value less costs to sell,
   based on fair value or disclosures about those measurements), except in specified circumstances. IFRS 13 is to be applied
   for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company is currently
   evaluating the impact of this standard on its consolidated financial statements.

   IAS 19, Employee Benefits (?IAS 19?) was re-issued by the IASB in June 2011. IAS continues to prescribe the accounting
   for employee benefits, but amendments make the OCI presentation changes in respect of pensions (and similar items)
   only, but all other long term benefits are required to be measured in the same way even though changes in the
   recognised amount are fully reflected in net loss. Also changed in IAS 19 is the treatment for termination benefits,
   specifically the point in time when an entity would recognise a liability for termination benefits. The amendments to IAS
   19 are effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the
   impact of this standard on its consolidated financial statements.

   IAS 27, Separate financial statements (?IAS 27?) was re-issued by the IASB in May 2011 to only prescribe the accounting
   and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares
   separate financial statements. The consolidation guidance will now be included in IFRS 10. The amendments to IAS 27
   are effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact
   of this standard on its consolidated financial statements.

   IAS 28, Investments in associates and joint ventures (?IAS 28?) was re-issued by the IASB in May 2011. IAS 28 continues to
   prescribe the accounting for investments in associates, but is now the only source of guidance describing the application
   of the equity method. The amended IAS 28 will be applied by all entities that have an ownership interest with joint
                                                       
Page 19 of 32

Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
    
    control of, or significant influence over, an investee. The amendments to IAS 28 are effective for annual periods
    beginning on or after January 1, 2013. The Company is currently evaluating the impact of the amendments on its
    consolidated financial statements.

    IFRIC 20, Stripping costs in the production phase of a surface mine (?IFRIC 20?) was issued by the IASB in October 2011
    clarifying the requirements for accounting for stripping costs in the production phase of a surface mine. The
    interpretation is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating
    the impact of the interpretation on its consolidated financial statements.

    An amendment to IAS 32, Financial Instruments: presentation (?IAS 32?) was issued by the IASB in December 2011. The
    amendment clarifies the meaning of ?currently has a legally enforceable right to set-off?. The amendments to IAS 32 are
    effective for annual periods beginning on or after January 1, 2014. The Company does not expect the standard to have a
    material impact on its consolidated financial statements.

    An amendment to IAS 36, Impairment of Assets (?IAS 36?) was issued by the IASB in May 2013. The amendment reduces
    the circumstances in which the recoverable amount of assets or cash-generating units are required to be disclosed,
    clarifies the disclosures required, and introduces an explicit requirement to disclose the discount rate used in
    determining impairment. The amendments to IAS 36 are effective for annual periods beginning on or after January 1,
    2014. The Company does not expect the standard to have a material impact on its consolidated financial statements.

    An amendment to IAS 39, Financial Instruments: recognition (?IAS 39?) was issued by the IASB in June 2013. The
    amendment clarifies that there is no need to discontinue hedge accounting if a hedging derivative is novated, provided
    certain criteria are met. A novation indicates an event where the original parties to a derivative agree that one or more
    clearing counterparties replace their original counterparty to become the new counterparty to each of the parties. The
    amendments to IAS 39 are effective for annual periods beginning on or after January 1, 2014. The Company does not
    expect the standard to have a material impact on its consolidated financial statements.

    In May 2013, IFRS Interpretation Committee (?IFRIC?) published IFRIC Interpretation 21, Levies (?IFRIC 21?), effective for
    annual periods beginning on or after January 1, 2014. IFRIC 21 provides guidance on when to recognize a liability for a
    levy imposed by a government. IFRIC 21 identifies the obligating event for the recognition of a liability as the activity
    that triggers the payment of the levy in accordance with the relevant legislation. The Company does not expect the
    standard to have a material impact on its consolidated financial statements.

4. SUBSIDIARIES AND INVESTMENT IN ASSOCIATE
    The table below lists the Company?s subsidiaries as follows:

                                                                                     Proportion of Ownership
 Name of Subsidiary                               Place of Incorporation                   Interest            Principal Activity
                                                                                            
 Delrand Resources Congo SPRL                     Democratic Republic of the Congo            100%             Mineral Exploration
 BRC Diamond South Africa (Proprietary) Limited   South Africa                                100%             Dormant


The Company?s investment in Rio Tinto Exploration DRC Orientale Limited (?DRC Orientale?) which meets the definition of an
associate of the Company, is summarized as follows:

                                                                 
Page 20 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
                                                      As at June 30,        As at June 30,      As at December
                                                               2013                  2012             31, 2011


Portion of ownership interest                                 25.00%                25.00%               25.00%
Common shares held                                              250                   250                  250
Total investment                                      $           -      $              -       $            -

On January 26, 2010, the Company entered into an agreement (the ?Iron Ore Agreement?) with Rio Tinto Minerals
Development Limited ("Rio Tinto Minerals") for the exploration for iron ore in areas within the Orientale Province of the DRC.
These areas are covered by exploration permits (the "Permits") which had been controlled by the Company. Under the Iron
Ore Agreement, which is in the form of a shareholders' agreement, the Company owns 25% and Rio Tinto Minerals owns 75% of
the capital stock of DRC Orientale, which owns a DRC registered company called Rio Tinto Exploration RDC Orientale SPRL.
The DRC registered company holds the Permits. The Company?s investment in DRC Orientale is accounted for in the
consolidated financial statements using the equity method. For the year ended June 30, 2013, the six months ended June 30,
2012 and the year ended December 31, 2011, DRC Orientale was a company which did not have any significant assets or
liabilities and had no significant balances in the statement of comprehensive loss. As such, there has been no change in the
value of the investment since the date of acquisition.

Under the Iron Ore Agreement, all iron ore exploration has been fully funded by Rio Tinto Minerals with the Company not
suffering any dilution, such that the Company?s 25% interest in the properties has been maintained. During fiscal 2013, Rio
Tinto Minerals has advised the Company that it has decided not to continue with the iron ore project.


5. EXPLORATION AND EVALUATION ASSETS
The following table summarizes the Company?s tangible exploration and evaluation expenditures with respect to its
properties in the DRC:

                                                                          Tshikapa          Northern DRC
                                                          Notes            Project               Project           Total
                                                                                           
Cost
Balance as at December 31, 2010                                          $3,020,092           $2,052,730      $5,072,822
  Additions                                                                  19,762               26,683          46,445
Balance as at December 31, 2011                                           3,039,854            2,079,413       5,119,267
  Additions                                                                  45,727               (1,526)         44,201
Balance as at June 30, 2012                                               3,085,581            2,077,887       5,163,468
  Additions                                                                  29,973               85,517         115,490
  Other adjustments                                                               -             (139,080)       (139,080)
Balance as at June 30, 2013                                               3,115,554            2,024,324       5,139,878

There is $2,219 of intangible exploration and evaluation expenditures as at June 30, 2013 (June 30, 2012: $2,219 and
December 31, 2011: $2,219). There have not been any additions or disposals to intangible assets since January 1, 2011.

    a.   Tshikapa Project
         The Tshikapa project is located in the south-western part of the Kasai Occidental province of the DRC near the town
         of Tshikapa. The Tshikapa project is located within the so-called Tshikapa triangle, bordering the Kasai River in the
         east, the Loange River in the west and the Angolan border in the south. The properties also lie within the broader
         kimberlite emplacement corridor which extends from known kimberlite pipes located in Angola. The Tshikapa
         diamond field has been extensively mined by alluvial diamond companies and small-scale miners, and it is estimated
         that it has produced over 100 million carats of diamonds since 1912. The Company has focused its attention on the
         Tshikapa triangle through six exploration permits, covering an area of 1,043km?, held through an option agreement
         with the permit holder Acacia SPRL. Acacia SPRL has advised the Company of its wish to modify the option
                                                          
Page 21 of 32

Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
          
         agreement. The Tshikapa project also includes a seventh exploration permit held by the Company through its
         wholly-owned DRC subsidiary and which covers an area of 212 km? to the west of the Tshikapa triangle.

    b.   Northern DRC Project
         The Company's northern DRC diamond project is located in Orientale Province of the DRC and consists of 10
         exploration permits, two of which are held by the Company directly through its DRC subsidiary and the balance of
         which are held through an option agreement with the holder of the permits. Rio Tinto Mining and Exploration
         Limited (?Rio Tinto?) was party to this agreement but has advised the Company that it no longer wishes to continue
         with this diamond project. Previously 22 exploration permits under option covered an area of 4,155 km? but based
         on ongoing exploration, application has been made to reduce these permits to the current total of 8 permits
         covering an area of 557 km?. The two additional exploration permits held by the Company?s DRC subsidiary cover an
         area of 188 km? (after its obligatory 50% reduction) directly north of the optioned ground.

    c.   During the year ended December 31, 2011, the Company sold the containerized bulk sampling plant that had been
         constructed for the alluvial deposits on the Kwango River in southern DRC. The Kwango project had previously been
         abandoned by the Company and the related exploration permits relinquished when it was concluded that the project
         would not be economically viable. The gross proceeds from the sale of the plant were $550,977 (US$575,000) and
         were recorded as a gain on disposal of property, plant and equipment in the statement of comprehensive loss.

6. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities are mainly comprised of amounts outstanding for purchases relating to exploration
activities and amounts payable for professional services. The credit period for purchases typically ranges from 30 to 90 days.

7. NOTES PAYABLE
In December 2010, the Company entered into two promissory notes payable with arm-length parties (the ?Notes?) in amounts
of $100,000 and $300,000, respectively. The Notes bore simple interest at a rate of 5% per annum and were unsecured and
due on demand. The fair value approximated the carrying value as at December 31, 2010. The Notes were fully repaid in May
2011 including accrued interest of $8,493.

8. RELATED PARTY TRANSACTIONS
    a)     Key Management Remuneration

The Company?s related parties include key management. Key management includes executive directors. The remuneration of
the key management of the Company as defined above, during the year ended June 30, 2013, for the six months ended June
30, 2012, and for the year ended December 31, 2011 was as follows:

                                Year ended      Six months ended            Year ended
                                   June 30,              June 30,          December 31,
                                      2013                  2012                  2011
Salaries                    $      267,444     $         133,162     $         270,310
                            $      267,444     $         133,162     $         270,310


    b)     Other Related Parties

As at June 30, 2013, an amount of $117,107 was owed to a director of the Company representing consulting fees (June 30,
2012: $242,793 and December 31, 2011: $133,333, which related to two directors? consulting fees). For the year ended June
30, 2013, consulting fees of $100,000 and $81,033, respectively were incurred to two directors (six months ended June 30,
2012: $50,000 and year ended December 31, 2011: $100,000 each to the two directors).

During the year ended June 30, 2013, the Company incurred common expenses of $8,875 (six months ended June 30, 2012:
$nil and year ended December 31, 2011: $nil) in the DRC together with Loncor Resources Inc. (?Loncor?), a corporation with
                                                        
Page 22 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

common directors. As at June 30, 2013, an amount of $8,875 (June 30, 2012: $nil and December 31, 2011: $nil) owing to
Loncor was included in due to related parties in the consolidated statement of financial position.

During the year ended December 31 2011, legal expenses of $31,697 incurred in connection with general corporate matters,
were paid to a law firm of which a director and officer of the Company was a partner until February 2011. As at December
31, 2011, $56,338 owing to this legal firm was included in accounts payable.


As at June 30, 2013, Banro Corporation (?Banro?) owed the Company an amount of $921 (June 30, 2012: $11,326 and
December 31, 2011: $11,313 owed to Banro). Banro owns 17,716,994 common shares of the Company, representing a 30.16%
interest in the Company.

                                    June 30, 2013       June 30, 2012         December 31, 2011
                                                $                   $                         $
Due from related parties                      921                   -                         -
Due to related party                      125,982             254,119                   144,646

All amounts due to/from related parties are unsecured, non-interest bearing and due on demand. All transactions are in the
normal course of operations and are measured at the exchange value.

9. SHARE CAPITAL
a)   Authorized
     The Company's authorized share capital consists of an unlimited number of common shares with no par value.

     The holders of the common shares are entitled to receive notice of and to attend all meetings of the shareholders of the
     Company and shall have one vote for each common share held at all meetings of the shareholders of the Company. The
     holders of the common shares are entitled to (a) receive any dividends as and when declared by the board of directors,
     out of the assets of the Company properly applicable to the payment of dividends, in such amount and in such form as
     the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the
     event of any liquidation, dissolution or winding-up of the Company.

     During the year ended June 30, 2013, the Company issued 6,000,000 common shares in a private placement at a price of
     $0.045 per share for gross proceeds of $270,000. 2,620,000 of these common shares were purchased by directors and
     officers of the Company.

     As at June 30, 2013, the Company had 58,734,643 common shares outstanding (June 30, 2012: 52,734,643 and December
     31, 2011: 49,704,341).
                                                    

Page 23 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
                                                           Number of
                                                              shares                 Amount
     Balance at December 31, 2010                         44,704,320            115,457,876
     Share issuance (net of costs)                         5,000,000                481,690
     Fractional shares due to consolidation                       21                     -
     Balance at December 31, 2011                         49,704,341       $    115,939,566
     Shares issued for:
         Exercise of warrants                              3,030,302             400,000.00
     Balance at June 30, 2012                             52,734,643       $    116,339,566


     Shares issued for:
        Cash                                               6,000,000                262,122
     Balance at June 30, 2013                             58,734,643       $    116,601,688



b)   Share purchase warrants
     As at June 30, 2013, the Company had outstanding warrants to purchase 11,969,698 (June 30, 2012: 11,969,698 and
     December 31, 2011: 15,000,000) common shares of the Company. Of the 11,969,698 warrants outstanding, 6,969,698 are
     exercisable at a price of $0.132 per share until November 2013 and the remaining 5,000,000 are exercisable at a price of
     $0.22 per share until May 2014.

c)   Loss per share and headline loss per share
     Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the year
     ended June 30, 2013, amounting to 53,474,369 (six month period ended June 30, 2012: 49,720,991 and year ended
     December 31, 2011: 47,855,026) common shares. Diluted loss per share was calculated using the treasury stock method.
     Total stock options for the year ended June 30, 2013 of 675,000 (six month period ended June 30, 2012: 911,771 and
     year ended December 31, 2011: 1,061,771) and warrants of 11,969,698 (six month period ended June 30, 2012:
     11,969,698 and year ended December 31, 2011: 15,000,000) were excluded from the calculation of diluted loss per share
     as their effect would have been anti-dilutive. Items that are adjusted in the reconciliation between loss per share and
     headline loss per share to arrive at the Company?s headline loss per share include impairment of property, plant, and
     equipment and losses on disposal of assets, however there were no such adjustments and therefore; there was no effect
     on the Company?s headline loss per share.

                                                     Year ended       Six months ended              Year ended
                                                  June 30, 2013          June 30, 2012       December 31, 2011



     Loss for the period                               (283,776)              (239,429)               (123,314)
       Adjustments for headline loss                          -                      -                       -
     Headline loss for the period                      (283,776)              (239,429)               (123,314)

     Basic and diluted loss per share                     (0.01)                 (0.00)                  (0.00)
     Headline loss per share                              (0.01)                 (0.00)                  (0.00)

10.      SHARE-BASED PAYMENTS
     In August 2011, the Company?s board of directors established a new stock option plan for the Company (the "New Plan").
     In establishing the New Plan, the Board of Directors also provided that no additional stock options may be granted under

                                                       
Page 24 of 32

Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
          the Company?s other stock option plan (the "Old Plan") and terminated the Old Plan effective upon the exercise, expiry,
          termination or cancellation of all of the currently outstanding stock options that were granted under the Old Plan.

          Under the New Plan, non-transferable options to purchase common shares of the Company may be granted by the
          Company?s Board of Directors to any director, officer, employee or consultant of the Company or any subsidiary of the
          Company. The New Plan contains provisions providing that the term of an option may not be longer than ten years and
          the exercise price of an option shall not be lower than the last closing price of the Company?s shares on the Toronto
          Stock Exchange prior to the date the stock option is granted. Unless the Board of Directors makes a specific
          determination otherwise, stock options granted under the New Plan and all rights to purchase Company shares pursuant
          thereto shall expire and terminate immediately upon the optionee who holds such stock options ceasing to be at least
          one of a director, officer or employee of or consultant to the Company or a subsidiary of the Company, as the case may
          be. Stock options granted pursuant to the New Plan vest as follows: 75% of the stock options vest on the 12 month
          anniversary of their grant date and the remaining 25% of such stock options vest on the 18 month anniversary of their
          grant date. The total number of common shares of the Company issuable upon the exercise of all outstanding stock
          options granted under the New Plan shall not at any time exceed 12% of the total number of outstanding common shares
          of the Company, from time to time.

          The Company?s outstanding stock options have been adjusted to reflect the two to one share consolidation that was
          implemented by the Company in June 2011. As at June 30, 2013, the Company had outstanding under the Old Plan stock
          options to acquire 675,000 (June 30, 2012: 890,000 and December 31, 2011: 1,040,000) common shares of the Company
          at a weighted-average exercise price of $2.10 (June 30, 2012: $3.51 and December 31, 2011: $4.59) per share. There are
          currently no stock options outstanding under the New Plan.
          The following tables summarize information about stock options:

    For the year ended June 30, 2013:

                                                                     During the Year                                                                    Weighted average
     Exercise Price Range                                                                                                                                      remaining          Vested &
                               Opening Balance                                                                                  Closing Balance         contractual life       Exercisable       Unvested
               ($)                                       Granted        Exercised          Expired           Forfeited                                           (years) 
                                                                                                                                                              

           2.10 - 7.51                 800,000                 -                -         (125,000)                  -                  675,000                     1.16           675,000              -
          7.52 - 16.00                  90,000                 -                -          (90,000)                  -                        -                        -                 -              -
                                       890,000                 -                -         (215,000)                  -                  675,000                        -           675,000              -
       Weighted Average
         Exercise Price      $            3.51     $           -        $       -     $          -       $           -           $         2.10                        -    $         2.10     $        -


    For the six-month period ended June 30, 2012:

                                                             During the Period                                                                          Weighted average
     Exercise Price Range                                                                                                                                      remaining          Vested &
                               Opening Balance                                                                                   Closing Balance        contractual life       Exercisable       Unvested
              ($)                                        Granted        Exercised          Expired           Forfeited                                            (years)
                                                                                                                                                              
           2.10 - 7.51                 800,000                 -                -                 -                  -                   800,000                    1.16           800,000              -
          7.52 - 16.00                 240,000                 -                -          (150,000)                 -                    90,000                    0.09            90,000              -
                                     1,040,000                 -                -          (150,000)                 -                   890,000                       -           890,000              -
      Weighted Average
        Exercise Price       $            4.59     $           -       $        -     $           -       $          -           $          3.51                       -    $         3.51     $        -

                                                                                                    
Page 25 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)


    For the year ended December 31, 2011:

                                                             During the Year                                                                           Weighted average
     Exercise Price Range                                                                                                                                     remaining           Vested &
                               Opening Balance                                                                                   Closing Balance       contractual life        Exercisable       Unvested
           (Cdn$)                                        Granted       Exercised           Expired         Forfeited                                             (years)
                                                                                                                                     

           2.10 - 5.00                 800,000                 -               -                 -                  -                   800,000                    1.66             800,000            -
           5.20 - 7.50                 100,000                 -               -           100,000                  -                         -                       -                   -            -
          7.52 - 16.00                 240,000                 -               -                 -                  -                   240,000                    0.39             240,000            -
                                     1,140,000                 -               -           100,000                  -                 1,040,000                                   1,040,000            -
      Weighted Average
        Exercise Price
              (Cdn$)**        $           4.84     $           -       $       -       $       7.50      $          -            $         4.59                             $          4.59    $       -
** The weighted-average exercise price opening balance at December 31, 2010 is not reflective of the two to one consolidation of shares

The fair value at grant date is determined using a Black-Scholes option pricing model that takes into account the exercise
price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The contractual life
of all options on the date of grant is 5 years.

The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any
expected changes to future volatility due to publicly available information.

Replacement options

In connection with the acquisition by the Company of all of the outstanding shares of Diamond Core Resources Limited
(?Diamond Core?) on February 11, 2008, 617,710 (the ?Replacement Options?) stock options were issued by the Company to
employees of Diamond Core to substitute for their stock options in Diamond Core. Diamond Core was subsequently disposed
of by the Company. As at June 30, 2013, there were no replacement options outstanding (June 30, 2012: 21,771 and
December 31, 2011: 21,771).

11.         SEGMENTED REPORTING
The Company has one operating segment: the acquisition, exploration and development of mineral properties located in the
DRC. The operations of the Company are located in two geographic locations, Canada and the DRC. Geographic segmentation
of non-current assets is as follows:

                                                                                        
Page 26 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

As at June 30, 2013
                              Exploration and     Total Non-Current
                                   evaluation                Assets
DRC                                $5,142,097            $5,142,097
Canada                                      -                     -
                                   $5,142,097            $5,142,097

As at June 30, 2012
                              Exploration and     Total Non-Current
                                   evaluation                Assets
DRC                                $5,165,687            $5,165,687
Canada                                      -                     -
                                   $5,165,687            $5,165,687

As at December 31, 2011
                              Exploration and     Total Non-Current
                                   evaluation                Assets
DRC                                $5,121,486            $5,121,486
Canada                                      -                     -
                                   $5,121,486            $5,121,486


12.      FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
a)   Fair value of financial assets and liabilities

     The consolidated statements of financial position carrying amounts for cash, prepaid expenses and other assets, accounts
     payable and accrued liabilities approximate fair value due to their short-term nature. Due to the use of subjective
     judgments and uncertainties in the determination of fair values these values should not be interpreted as being
     realizable in an immediate settlement of the financial instruments.

     Fair value hierarchy
     The following provides a description of financial instruments that are measured subsequent to initial recognition at fair
     value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

     ?   Level 1 fair value measurements are those derived from quoted market prices (unadjusted) in active markets for
         identical assets or liabilities;

     ?   Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
         are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

     ?   Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or
         liability that are not based on observable market data (unobservable inputs).

     There were no transfers between Level 1 and 2 during the reporting periods. The fair values of financial assets and
     liabilities carried at amortized cost are approximated by their carrying values. Cash is ranked Level 1 as the market
     value is readily observable. The carrying value of cash approximates fair value as maturities are less than three months.

                                                        
Page 27 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)


b) Risk Management Policies

    The Company is exposed to changes in commodity prices and foreign-exchange. The Company?s Board of Directors has
    overall responsibility for the establishment and oversight of the Company?s risk management framework. Although the
    Company has the ability to address its price-related exposures through the use of options, futures and forward contacts,
    it does not generally enter into such arrangements.

c) Foreign Currency Risk

    Foreign currency risk is the risk that a variation in exchange rates between the Canadian dollar and United States dollar
    or other foreign currencies will affect the Company?s operations and financial results. A portion of the Company?s
    transactions are denominated in United States dollars, Congolese francs and South African rand. The Company is also
    exposed to the impact of currency fluctuations on its monetary assets and liabilities. The Company?s functional currency
    is the Canadian dollar. The majority of major expenditures are transacted in US dollars. The Company maintains the
    majority of its cash in Canadian dollars but it does hold balances in US dollars. Significant foreign exchange gains or
    losses are reflected as a separate component of the consolidated statement of comprehensive loss. The Company does
    not use derivative instruments to reduce its exposure to foreign currency risk.

    The following table indicates the impact of foreign currency exchange risk on net working capital as at June 30, 2013.
    The table below also provides a sensitivity analysis of a 10 percent strengthening of the Canadian dollar against foreign
    currencies as identified which would have increased (decreased) the Company?s net loss by the amounts shown in the
    table below. A 10 percent weakening of the Canadian dollar against the same foreign currencies would have had the
    equal but opposite effect as at June 30, 2013.

                                                       U.S dollar         South African rand
                                                                $                        ZAR
    Cash                                                   52,935                          -
    Prepaids and other assets                                   -                     79,823
    Accounts payable and accrued
    liabilities                                           (60,295)                   (59,830)
    Total foreign currency financial
    assets and liabilities                                 (7,360)                    19,993
    Foreign exchange rate at June
    30, 2013                                               1.0518                     0.1064

    Total foreign currency financial
    assets and liabilities in CDN $
                                                           (7,741)                     2,127
    Impact of a 10% strengthening
    or weakening of the CDN $ on
    net loss                                                 (774)                       213

d) Credit Risk

    Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash. Cash is
    maintained with several financial institutions of reputable credit in Canada, the DRC and South Africa and may be
    redeemed upon demand. It is therefore the Company?s opinion that such credit risk is subject to normal industry risks
    and is considered minimal.

e) Liquidity Risk

    Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
    Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk

                                                         
Page 28 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)
    
    by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital
    commitments in a cost-effective manner. The key to success in managing liquidity is the degree of certainty in the cash
    flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company?s liquidity
    requirements are met through a variety of sources, including cash, existing credit facilities and equity capital markets.
    In light of market conditions, the Company initiated a series of measures to bring its spending in line with the projected
    cash flows from its operations and available project specific facilities in order to preserve its financial position and
    maintain its liquidity position. Accounts payable and accrued liabilities of $420,637 and amounts due to related parties
    of $125,982 are due within one year and represent all significant contractual commitments, obligations, and interest and
    principal repayments on financial liabilities. Please refer to Note 1, Continuation of Business.

f) Mineral Property Risk

    The Company?s operations in the DRC are exposed to various levels of political risk and uncertainties, including political
    and economic instability, government regulations relating to exploration and mining, military repression and civil
    disorder, all or any of which may have a material adverse impact on the Company?s activities or may result in
    impairment in or loss of part or all of the Company's assets.

g) Market Risk

   Market risk is the potential for financial loss from adverse changes in underlying market factors, including foreign-
   exchange rates, commodity prices, interest rates and stock based compensation costs.

h) Interest rate risk

   Interest rate risk is the potential impact on any Company earnings due to changes in bank lending rates and short term
   deposit rates. The Company is not exposed to significant interest rate risk other than cash flow interest rate risk on its
   cash. The Company does not use derivative instruments to reduce its exposure to interest rate risk. A fluctuation of
   interest rates of 1% would not affect significantly the fair value of cash.

i) Title risk

   Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain
   claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of
   many mining properties. Although the Company has investigated title to all of its mineral properties for which it holds
   concessions or other mineral licenses, the Company cannot give any assurance that title to such properties will not be
   challenged or impugned and cannot be certain that it will have valid title to its mineral properties. The Company relies
   on title opinions by legal counsel who base such opinions on the laws of countries in which the Company operates.

j) Country risk

   The DRC is a developing country and as such, the Company?s exploration projects in the DRC could be adversely affected
   by uncertain political or economic environments, war, civil or other disturbances, and a changing fiscal regime and by
   DRC?s underdeveloped industrial and economic infrastructure.

   The Company?s operations in the DRC may be effected by economic pressures on the DRC. Any changes to regulations or
   shifts in political attitudes are beyond the control of the Company and may adversely affect its business. Operations may
   be affected in varying degrees by factors such as DRC government regulations with respect to foreign currency conversion,
   production, price controls, export controls, income taxes or reinvestment credits, expropriation of property,
   environmental legislation, land use, water use and mine safety.

   There can be no assurance that policies towards foreign investment and profit repatriation will continue or that a change
   in economic conditions will not result in a change in the policies of the DRC government or the imposition of more
   stringent foreign investment restrictions. Such changes cannot be accurately predicted.

k) Capital Management

                                                        
Page 29 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

   The Company manages its cash, common shares and warrants as capital. The Company?s main objectives when managing
   its capital are:

        ? to maintain a flexible capital structure which optimizes the cost of capital at acceptable risk while providing an
          appropriate return to its shareholders;

        ? to maintain a sufficient capital base so as to maintain investor, creditor and market confidence and to sustain
          future development of the business;

        ? to safeguard the Company?s ability to obtain financing; and

        ? to maintain financial flexibility in order to have access to capital in the event of future acquisitions.

   The Company manages its capital structure and makes adjustments to it in accordance with the objectives stated above,
   as well as responds to changes in economic conditions and the risk characteristics of the underlying assets.

   There were no significant changes to the Company?s approach to capital management during the year ended June 30,
   2013.

   Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

13.      COMMITMENTS AND CONTINGENCIES
The Company is committed to the payment of surface fees and taxes. As at June 30, 2013, these fees and taxes are
estimated to be $67,315 (US$ 64,000) compared to $69,630 (US$ 66,000) as at June 30, 2012 and $127,981 (US$ 132,000) as
at December 31, 2011. The surface fees and taxes are required to be paid annually under the DRC Mining Code in order to
keep exploration permits in good standing.

Six of the exploration permits comprising part of the Company?s Tshikapa project in the DRC are held through an option
agreement with Acacia SPRL. Acacia SPRL has advised the Company of its wish to modify the option agreement. The
Company continues its discussions with Acacia SPRL and believes it can reach an agreement that is satisfactory for both
parties.

The Company and its subsidiaries are subject to routine legal proceedings and tax audits. The Company does not believe that
the outcome of any of these matters, individually or in aggregate, would have a material adverse effect on its consolidated
losses, cash flow or financial position.

Labour Dispute

The Company's litigation with a former director and officer of the Company relating to a settlement agreement pertaining to
his departure was resolved during 2013 with no additional cost to the Company.

14.      INCOME TAXES
The provision for income taxes is at an effective tax rate which differs from the basic corporate tax rate for the following
reasons:

                                                         
Page 30 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

                                                                              Year ended         Six months ended              Year ended
                                                                           June 30, 2013            June 30, 2012       December 31, 2011


Canadian basic Federal and
Provincial income tax rates (a)                                                    26.5%                     26.5%                  28.3%


Net loss before tax                                            $                (283,776) $               (238,251) $            (101,405)
Recovery of income taxes based on statutory rates                                (75,201)                  (63,137)               (28,698)

     Benefit of losses previously not recognized                                       -                         -               (129,025)

     Foreign rate differential                                                         -                         -                  7,526

     Difference in future tax rates                                                    -                         -                 17,273

     Unrecognized benefit of losses                                               75,201                    63,137                132,924

     Change in provision related to Ontario harmonization                              -                     1,178                 21,909
Income tax expense                                                 $                   -       $             1,178    $            21,909


(a) The change in the Canadian statutory rate over the prior period is a result of a reduction in the federal and provincial tax
rates.

Income Tax Provision
The Company recorded current and deferred income taxes related to the transitional debit from the harmonization of Ontario
corporate income tax with Federal during the six month period ended June 30, 2012 and the year ended December 31, 2011.
                                                      Year ended             Six months ended                Year ended
                                                   June 30, 2013                June 30, 2012         December 31, 2011


      Current tax expense                     $                -         $              5,420       $            17,196
      Non-current (recovery) expense                           -                       (4,242)                    4,713
 Total income tax expense                     $                -         $              1,178       $            21,909



Income Tax Payable
The Company has income tax payable as a result of the Ontario harmonization as at June 30, 2013, June 30, 2012 and
December 31, 2011.
                                                           As at                        As at                      As at
                                                   June 30, 2013                June 30, 2012          December 31, 2011
     Current income tax payable               $           10,840         $             16,496       $             11,076

     Non-current income tax payable                        5,420                       16,260                     20,502
                                              $           16,260         $             32,756       $             31,578

Unrecognized Income Tax Assets
As at June 30, 2013, the Company has unrecognized temporary differences of approximately $115,950,000 (June 30, 2012:
$115,666,000 and December 31, 2011: $115,428,000)

                                                         
Page 31 of 32


Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2013
(Expressed in Canadian dollars)

The following information summarizes the main temporary differences for which no deferred tax asset has been recognized:
                                                             Year ended          Six months ended           Year ended
                                                          June 30, 2013             June 30, 2012     December 31, 2011


Deductible temporary differences related to
  mineral properties and other                       $       18,601,170      $         18,696,994     $       18,794,641
Tax losses                                                   97,348,528                96,968,927             96,633,031
Total                                                $      115,949,698      $        115,665,921     $      115,427,672



Deferred tax assets have not been recognized in respect of these items because the Company does not have a history of
taxable earnings.
The following table summarizes the Company?s net operating tax losses and temporary differences not recognized that can
be applied against future taxable profit. The Company?s capital losses not recognized can be applied against future capital
gains.


             Country         Type
                             T                                                  Amount              Expiry Date
             Canada          Net operating losses                           $4,788,083              2027 - 2033
             Canada          Capital losses                                 92,560,445                No expiry
             Canada          Deductible temporary differences                  756,990                No expiry
             DRC             Deductible temporary differences               17,844,180                No expiry



15.     SUBSEQUENT EVENT
Subsequent to June 30, 2013, 3,109,849 warrants were exercised at a price of $0.132 per share. This resulted in the issuance
of 3,109,849 common shares of the Company and gross proceeds to the Company of $410,500. 2,109,849 of the shares were
issued to a director of the Company.


30 September 2013
Johannesburg
____________________________________________________________________________________________
Sponsors
Arcay Moela Sponsors Proprietary Limited




                                                         
Page 32 of 32

Date: 30/09/2013 01:40:00 Supplied by www.sharenet.co.za                     
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Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.