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Delrand Resources Limited - Interim Condensed Consolidated Financial Statements (unaudited), September 30, 2013

Release Date: 18/11/2013 17:04:00      Code(s): DRN     
Delrand Resources Limited
(formerly BRC DIAMOND CORE LTD.)
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472671072
(?Delrand? or the "Company")


INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2013

(Expressed in Canadian dollars)
                                     NOTICE TO READER

These interim condensed consolidated financial statements of Delrand Resources Limited (the
?Company?) as at and for the three-month period ended September 30, 2013 have been prepared by
and are the responsibility of the Company?s management. These interim condensed consolidated
financial statements have not been audited or reviewed by the Company?s auditors.




                                          Page 2 of 18
Delrand Resources Limited
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013
CONTENTS
Interim Condensed Consolidated Statements of Financial Position.....................................................4
Interim Condensed Consolidated Statements of Comprehensive Loss.....................................................5
Interim Condensed Consolidated Statements of Changes in Equity......................................................6
Interim Condensed Consolidated Statements of Cash Flow..............................................................7

1. Corporate Information and Continuation of the Business ..........................................................8
2. Basis of Preparation ............................................................................................8
3. Subsidiaries and Investment in Associate ...................................................................... 10
4. Exploration and Evaluation Assets ............................................................................. 11
5. Related Party Transactions .................................................................................... 11
6. Share Capital ................................................................................................. 12
7. Share-Based Payments .......................................................................................... 13
8. Segmented Reporting ........................................................................................... 15
9. Financial Risk Management Objectives and Policies ............................................................. 15
10. Commitments and Contingencies................................................................................. 18




                                                             Page 3 of 18
Delrand Resources Limited
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars) (unaudited)

	                                                           Note     September 30, 2013	      June 30, 2013
		                                                                             $	                  $
Assets			
Current Assets			
Cash		                                                                       246,963	            101,713
Due from related parties	                                      5                 25,000	                921
Prepaid expenses and other assets		                                        26,840               24,858
Total Current Assets		                                                       298,803	            127,492
			
Non-Current Assets			 
Exploration and evaluation	                                      4              5,171,486	          5,142,097
Total Non-Current Assets		                                             5,171,486	          5,142,097
			
Total Assets		                                                             5,470,289	          5,269,589
			
Liabilities and Shareholders? Equity			
Current Liabilities			 
Accounts payable and accrued liabilities		                               377,771	            420,637
Income taxes payable		                                                        10,840	             10,840
Due to related parties	                                              5	                 4,829	            125,982
Total Current Liabilities		                                               393,440	            557,459
			
Non-Current Liabilities			
Income taxes payable		                                                         5,420	              5,420
Total Liabilities		                                                      398,860	            562,879
			
Shareholders? Equity			
Share capital	                                                      6	          117,012,188	        116,601,688
Contributed surplus		                                                    8,159,644	          8,159,644
Deficit		                                                                 (120,100,403)         (120,054,622)
Total Shareholders? Equity		                                            5,071,429	         4,706,710
Total Shareholders? Equity and Shareholders? Equity		                    5,470,289	          5,269,589
			
Common shares			
Authorized	                                                      6a	    Unlimited	          Unlimited
Issued and outstanding		                                                   61,844,492	         58,734,643
			
The accompanying notes are an integral part of these interim condensed consolidated financial statements

                                                                   Page 4 of 18


Delrand Resources Limited
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian dollars) (unaudited)
                                                                   Notes    Three months ended     Three months ended
                                                                            September 30, 2013     September 30, 2012
                                                                                             $                      $
Expenses
    Consulting and professional fees                                                     3,740                 27,607
    General and administrative                                                          40,027                 40,267
    Foreign exchange loss                                                                2,014                  6,360
Loss from operations                                                                   (45,781)               (74,234)


Net loss and comprehensive loss for the period                                         (45,781)               (74,234)



Basic and diluted loss per share                                      6c                 (0.00)                 (0.00)
Adjustments for headline loss per share                               6c                 (0.00)                 (0.00)
Headline loss per share                                               6c                 (0.00)                 (0.00)
Weighted average number of common shares outstanding                                60,052,949             52,734,643
The accompanying notes are an integral part of these interim condensed consolidated financial statements.

                                                                 


                                                                  Page 5 of 18
Delrand Resources Limited
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian dollars) (unaudited)


		                                                  Common Shares	           Contributed                         Total
                                                                                               Surplus	      Deficit	Shareholders? 
	                                    Notes       Number of shares         Amount                                       equity
                                                                 (Note 6)   			
Balance at June 30, 2012	     	                      52,734,643    116,339,566      8,159,644   (119,770,846)	   4,728,364
						
Net loss for the period		                                       -	      -              -	      (74,234)	     (74,234)
Balance at September 30, 2012		                      52,734,643   $116,339,566	    $8,159,644  $(119,845,080)	  $4,654,130
						
Net loss for the period		                                      -	              -	             -	     (209,542)	    (209,542)
Share issuance (net of costs)	               6	      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
						
						
Net loss for the period	                                             -                -              -	      (45,781)	     (45,781)
Warrants exercised		                             3,109,849	        410,500              -	            -	     410,500
Balance at September 30, 2013		                    61,844,492	   $117,012,188	    $8,159,644	$(120,100,403)	  $5,071,429
						




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




                                                                  Page 6 of 18
Delrand Resources Limited
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Expressed in Canadian dollars) (unaudited)

	                                                  Notes	              Three months ended	Three months ended
		                                                              September 30, 2013	September 30, 2012
			
Cash flows from operating activities			
Net loss for the period		                                                         (45,781)	           (74,234)
Changes in non-cash working capital			
Prepaid expenses and other assets	                                                  (1,982)	            27,350
Other receivables	                                                                       -	           (27,530)
Accounts payable and accrued liabilities	                                         (42,866)	          (122,668)
Taxes payable	                                                                              -	                   (11,076)
Net cash flows used in operating activities	                                         (90,629)	          (208,158)
			
Cash flows from investing activities			
Expenditures on exploration and evaluation	             4	                         (59,920)	          (152,381)
Funds received from Rio Tinto		                                                  30,531	           181,560
Net cash provided by (used in) investing activities		                         (29,389)	            29,179
			
Cash flows from financing activities			
Warrants exercised	                                     6	                         410,500	                 -
Due from related parties	                                                         (24,079)                        -
Due to related parties	                                     5	                        (121,153)	          (163,839)
Net cash provided by (used in) financing activities	                                 265,268	          (163,839)
			
Net (decrease) increase in cash during the period		                         145,250	          (342,818)
Cash, beginning of the period		                                                 101,713	           440,655
Cash, end of the period		                                                         246,963	            97,837
			
			

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




                                                                  Page 7 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)
1. CORPORATE INFORMATION AND CONTINUATION OF THE BUSINESS
Corporate Information

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

These interim condensed consolidated financial statements as at and for the three months ended September 30, 2013 include
the accounts of the Company and of its wholly-owned subsidiaries incorporated in the DRC, Delrand Resources Congo SPRL,
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

These interim condensed consolidated financial statements are prepared on a going concern basis, which assumes that the
Company will continue in operation for a reasonable period of time and will be able to realize its assets and discharge its
liabilities in the normal course of operations. The Company has not generated revenues from operations. The Company
incurred a net loss of $45,781 during the three months ended September 30, 2013 and, as of that date, the Company?s deficit
was $120,100,403. These conditions along with other matters indicate the existence of material uncertainties that may cast
significant doubt about the Company?s ability to continue as a going concern. As such, the Company?s ability to continue as a
going concern depends on its ability to successfully raise additional financing for development of the mineral properties.
Although the Company has been successful in the past in obtaining financing and subsequently raised financing, there is no
assurance that it will be able to obtain adequate financing in the future or that such financing will be available on acceptable
terms.

2. BASIS OF PREPARATION
a) Statement of compliance
    These interim condensed consolidated financial statements as at and for the three months ended September 30, 2013,
    including comparatives, have been prepared in accordance with International Accounting Standards (?IAS?) 34 ?Interim
    Financial Reporting? (?IAS 34?) using accounting policies consistent with the International Financial Reporting Standards
    (?IFRS?) issued by the International Accounting Standards Board (?IASB?). Accordingly, certain information and footnote
    disclosure normally included in the annual financial statements prepared in accordance with IFRS, have been omitted or
    condensed.

b) Basis of measurement
    These interim condensed consolidated financial statements have been prepared on a going concern basis, under the
    historical cost convention, except for certain financial assets and liabilities which are presented at fair value.

c) Summary of significant accounting policies
    These interim condensed consolidated financial statements have been prepared using the same accounting policies and
    methods of computation as presented in Note 3 of the annual consolidated financial statements of the Company as at
    and for the year ended June 30, 2013, except for those newly adopted accounting standards noted below.

    The Company has applied the following new and revised IFRSs in these unaudited interim condensed consolidated
    financial statements: IFRS 10 Consolidated financial statements (?IFRS 10?), IFRS 13 fair value measurements (?IFRS




                                                          Page 8 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)
   13?), IAS 1 Presentation of financial statements (?IAS 1?), IAS 27 Separate financial statements (?IAS 27?), and IAS 28
   Investments in associates and joint ventures.

d) Use of estimates and judgments
   The preparation of these interim condensed consolidated financial statements in conformity with IFRS as issued by the
   IASB 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.

e) Accounting Standards Issued But Not Yet Effective
   The Company has reviewed new 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?) intends to replace IAS 39 Financial Instruments: Recognition and Measurement in
   its entirety with IFRS 9, however, no mandatorily effective date has currently been defined. IFRS 9 is intended to reduce
   the complexity for the classification and measurement of financial instruments. The Company is currently evaluating the
   impact the final standard is expected to have 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.




                                                       Page 9 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)


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


                                                                                      Proportion of Ownership
 Name of Subsidiary                               Place of Incorporation                                           Principal Activity
                                                                                                     Interest
 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 Oriental Limited (?Holdco?), which meets the definition of an
associate of the Company, is summarized as follows:


                                                            As at September          As at June 30,
                                                                   30, 2013                   2013


Portion of ownership interest                                        25.00%                  25.00%
Common shares held                                                     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 three-months ended September 30, 2013 and the year
ended June 30, 2013, 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 the fiscal year
ended June 30, 2013, Rio Tinto Minerals advised the Company that it has decided not to continue with the iron ore project.




                                                                 Page 10 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)


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


	                                        Notes	Tshikapa 	Northern DRC
                                                         Project	     Project             Total
Cost				
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
Additions		                                       -	     29,389	        29,389
Balance as at September 30, 2013		       3,115,554	  2,053,713          5,169,267


There is $2,219 of intangible exploration and evaluation expenditures as at September 30, 2013 (June 30, 2013: $2,219).
There have not been any additions or disposals to intangible assets since January 1, 2010.

    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
         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.

5. RELATED PARTY TRANSACTIONS
    a)   Key Management Remuneration

The Company?s related parties include key management. Key management includes executive directors and non-executive
directors. The remuneration of the key management of the Company as defined above, during the three months ended
September 30, 2013 and three months ended September 30, 2012 was as follows:

	            Three months ended 	       Three months ended 
                    September 30, 2013         September 30, 2012
Salaries	              $ 42,128	                   $66411
	                      $ 42,128	                   $66411



                                                        Page 11 of 18


     b)   Other Related Parties

As at September 30, 2013, an amount of $25,000 (June 30, 2013 - $117,107 owed to one director) was owing from one
director of the Company representing consulting fees. During the three months ended September 30, 2013, consulting fees of
$25,000 were incurred to one director of the Company (three months ended September 30, 2012- $50,000 to two directors).

As at September 30, 2013, an amount of $1,210 was owed to Banro Corporation (?Banro?) (June 30, 2013 - $921 owed from
Banro). Banro owns 17,716,994 common shares of the Company, representing a 28.65% interest in the Company.

During the three months ended September 30, 2013, the Company incurred common expenses of $nil (three months ended
September 30, 2012 - $nil) in the DRC together with Loncor Resources Inc. (?Loncor?), a corporation with common directors.
As at September 30, 2013, an amount of $3,619 (June 30, 2013 - $8,875) owing to Loncor was included in due to related
parties in the consolidated statement of financial position.

	                      September 30, 2013	September 30, 2012
		                                                         $
Due from related parties	          25,000	               921
Due to related party	                   4,829	           125,982


All amounts due to 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.

6. 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 three month period ended September 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.

     As of September 30, 2013, the Company had 61,844,492 common shares issued and outstanding (June 30, 2013 ?
     58,734,643).

b)   Share purchase warrants
     As at September 30, 2013, the Company had outstanding warrants to purchase 8,859,849 (June 30, 2013: 11,969,698)
     common shares of the Company. Of the 8,859,849 warrants outstanding, 3,859,849 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.




                                                       Page 12 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)
c)   Loss per share
     Loss per share was calculated on the basis of the weighted average number of common shares outstanding for three
     months ended September 30, 2013, amounting to 60,052,949 (three months year ended September 30, 2012: 52,734,643)
     common shares. Diluted loss per share was calculated using the treasury stock method. For the three months ended
     September 30, 2013, total stock options of nil (three months ended September 30 2012: 800,000) and warrants of
     8,859,849 (September 30, 2012: 11,969,698) 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 they have no effect on the Company?s headline loss per share.

                                              Three months          Three months
                                           ended September       ended September
                                                  30, 2013              30, 2012


     Loss for the period                          (45,781)               (74,234)
       Adjustments for headline loss                    -                      -
     Headline loss for the period                 (45,781)               (74,234)

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

7. 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
     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.

     As at September 30, 2013, the Company had outstanding under the Old Plan stock options to acquire nil (June 30, 2013 ?
     675,000) common shares of the Company at a weighted-average exercise price of $nil (June 30, 2013 - $2.10) per share.
     There are currently no stock options outstanding under the New Plan.




                                                        Page 13 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
Expressed in Canadian dollars) (unaudited)

The following tables summarize information regarding outstanding stock options:

For three months ended September 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               675,000        -            -      (675,000)             -                  -                   -                   -                -
                                  675,000        -            -      (675,000)             -                  -                   -                   -                -
   Weighted Average
     Exercise Price       $          2.10   $    -    $       -      $      -       $      -    $             -                   -        $          -         $      -



For the three months ended September 30, 2012:

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

       2.10 - 7.51                 800,000         -           -           -                -            800,000               0.91               800,000              -
      7.52 - 16.00                  90,000         -           -     (90,000)               -                  -                  -                     0              -
                                   890,000         -           -     (90,000)               -            800,000                  -               800,000              -
  Weighted Average
    Exercise Price        $           3.51  $      -   $       -      $    -        $       -     $         2.10               0.91            $     2.10        $     -



  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.




                                                                                                 Page 14 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)


8. 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:

As at September 30, 2013		
	                   Exploration and 	Total Assets
                                evaluation
DRC	                        $5,171,486	  $5,171,486
Canada                                   -	           -
	                        $5,171,486	  $5,171,486
		
As at June 30, 2013		
	                  Exploration and 	Total Assets
                               evaluation
DRC	                       $5,142,097	  $5,142,097
Canada	                                -	           -
	                       $5,142,097	  $5,142,097



9. 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 and
     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 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).

     The fair values of financial assets and liabilities carried at amortized cost are approximated by their carrying values.
     Cash is ranked level 2 as it is based on similar loans in the market.

b) Risk Management Policies

     The Company is sensitive 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.



                                                         Page 15 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)


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 and South African Rand. 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 September 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 September 30, 2013.

	                                     U.S dollar	   South African rand
	                                              $	                  ZAR
Cash	                                         14,646	               36,388
Prepaid and other assets	                 16,729	               79,823
Accounts payable and accrued liabilities	(49,231)	      (92,604)
Total foreign currency financial assets 
and liabilities	                                (17,856)	       23,608
Foreign exchange rate at September 30, 2013      1.0303                0.1024
Total foreign currency financial assets and 
liabilities in CDN $	                        (18,397)	        2,417
Impact of a 10% strengthening or weakening 
of the CDN $ on net loss	                 (1,840)	          242



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
    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, 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


                                                        Page 16 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)
    its liquidity position. Accounts payable and accrued liabilities of $377,771 and amounts due to related parties of $4,829
    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 the 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

   The Company manages its cash, common shares, warrants and any stock options 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;

                                                        Page 17 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2013
(Expressed in Canadian dollars) (unaudited)
       - 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 three month period
   ended September 30, 2013.

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


	                   As at September 30, 2013	As at June 30, 2013
Cash	                                   $246,963	           $101,713
Share capital	                       $117,012,188	       $116,601,688
Deficit	                              $(120,100,403)          $(120,054,622)
Contributed surplus	                 $8,159,644	         $8,159,644


10.     COMMITMENTS AND CONTINGENCIES
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.



18 November 2013
________________________________________________________________________________
Sponsors
Arcay Moela Sponsors Proprietary Limited




                                                        Page 18 of 18

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