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Delrand Resources Limited - Interim Condensed Consolidated Financial Statements (unaudited) September 30, 2014

Release Date: 18/11/2014 09:17:00      Code(s): DRN     
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472671072
(?Delrand? or the "Company")

Delrand Resources Limited

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2014

(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 months ended September 30, 2014 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, 2014

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
Notes to Interim Condensed Consolidated Financial Statements????????????????????????????8

1. Corporate Information and Continuation of the Business ..............................................................8
2. Basis of Preparation ...........................................................................................................8
3. Exploration and Evaluation Assets ........................................................................................ 10
4. Accounts Payable and Accrued Liabilities ............................................................................... 10
5. Related Party Transactions ................................................................................................ 10
6. Share Capital ................................................................................................................. 11
7. Share-Based Payments ...................................................................................................... 13
8. Segmented Reporting ....................................................................................................... 14
9. Financial Risk Management Objectives and Policies................................................................... 14
10. Commitments and Contingencies....................................................................................... 18
11. Subsequent Events ........................................................................................................ 18

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


                                                                         September 30,                 June 30,
                                                           Notes                 2014                     2014
                                                                                    $                        $                                                                                                                                                           $
 Assets
 Current Assets
       Cash                                                                     73,990                  31,559
       Due from related parties                               5                  1,812                   1,588
       Prepaid expenses and other assets                                         7,508                   5,523
 Total Current Assets                                                           83,310                  38,670

 Non-Current Assets
       Exploration and evaluation                             3              2,344,565               2,333,457
 Total Non-Current Assets                                                    2,344,565               2,333,457


 Total Assets                                                                2,427,875               2,372,127

 Liabilities and Shareholders' Equity
 Current Liabilities
    Accounts payable and accrued liabilities                  4                971,003                 560,679
     Income taxes payable                                                        5,420                   5,420
       Due to related parties                                 5                 37,723                  60,212
 Total Current Liabilities                                                   1,014,146                 626,311

 Non-current
 Income taxes payable                                                                -                       -
 Total Liabilities                                                           1,014,146                 626,311

 Shareholders' Equity
       Share capital                                          6            117,345,802             117,128,346
       Contributed surplus                                                   8,183,615               8,159,644
       Deficit                                                            (124,115,688)           (123,542,174)
 Total Shareholders' Equity                                                  1,413,729               1,745,816
 Total Liabilities and Shareholders'
 Equity                                                                      2,427,875               2,372,127
 
Common shares
 Authorized (Note 6a)                                                        Unlimited               Unlimited
 Issued and outstanding                                                     21,781,581              21,281,581


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             Three months
                                                                                                    ended                    ended
                                                                                             September 30,            September 30,
                                                                                                     2014                     2013
                                                                                                        $                        $
Expenses
 Consulting and professional fees                                                                  519,688                   3,740
 General and administrative                                                                         57,186                  40,027
 Foreign exchange loss                                                                              (3,360)                  2,014
Total expenses                                                                                    (573,514)                (45,781)
Net loss and comprehensive loss                                                                   (573,514)                (45,781)

Basic and diluted loss per share                                                 6c                  (0.03)                  (0.00)
Adjustments for headline loss per share                                          6c                  (0.00)                  (0.00)
Headline loss per share                                                          6c                  (0.03)                  (0.00)
Weighted average number of common shares
outstanding                                                                                     21,656,581              20,017,650


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                                                              Total
                                                                                                   Contributed
                                                Notes        Number of                                                      Deficit       Shareholders'
                                                                shares                  Amount         Surplus
                                                                Note 6)

Balance at June 30, 2013                                    19,578,214             116,601,688       8,159,644         (120,054,622)         4,706,710

Net loss for the period                                              -                       -               -              (45,781)           (45,781)
Warrants exercised                               6b          1,036,617                  410,500              -                    -            410,500

Balance at September 30, 2013                               20,614,831              117,012,188      8,159,644         (120,100,403)         5,071,429


Net loss for the period                                              -                        -              -           (3,441,771)        (3,441,771)
Share issuance (net of costs)                    6a            666,667                  116,158              -                    -            116,158
Fractional shares due to consolidation                              83                        -              -                    -                  -

Balance at June 30, 2014                                    21,281,581              117,128,346      8,159,644         (123,542,174)         1,745,816


Net loss for the period                                              -                        -              -             (573,514)          (573,514)
Issuance of units (net of costs)                 6a            500,000                  217,456         23,971                    -            241,427

Balance at September 30, 2014                               21,781,581              117,345,802      8,183,615         (124,115,688)         1,413,729

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)



                                                                                                 Three months           Three months
                                                                                                        ended                  ended
                                                                                                 September 30,          September 30,
                                                                                   Notes                 2014                   2013
                                                                                                           $                     $
Cash flows from operating activities
Net loss for the period                                                                              (573,514)               (45,781)
Changes in non-cash working capital
      Prepaid expenses and other assets                                                                (1,985)                (1,982)
      Accounts payable and accrued liabilities                                                        403,584                (42,866)
Net cash used in operating activities                                                                (171,915)               (90,629)

Cash flows from investing activities
Expenditures on exploration and evaluation                                          3                  (4,368)               (59,920)
Funds received from Rio Tinto                                                                               -                 30,531 
Net cash used in investing activities                                                                  (4,368)               (29,389)

Cash flows from financing activities
Net proceeds from issuance of units                                                 6                 241,427                      -
Warrants exercised                                                                                          -                410,500
Due from related parties                                                                                 (224)               (24,079)
Due to related parties                                                              5                 (22,489)              (121,153)
Net cash provided by financing activities                                                             218,714                265,268

Net increase in cash during the period                                                                 42,431                145,250
Cash, beginning of the period                                                                          31,559                101,713
Cash, end of the period                                                                                73,990                246,963

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, 2014
(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, 2014 include
the accounts of the Company and of its wholly-owned subsidiary incorporated in the DRC, Delrand Resources Congo SPRL.

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 $573,514 during the three months ended September 30, 2014 and, as of that date, the Company's
deficit was $124,115,688. 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 month period ended September 30,
    2014, 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, 2014, 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
    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.


                                                          Page 8 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)
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. IFRS 9 is intended to reduce the complexity for the classification and measurement of financial
   instruments. The mandatory effective date was previously January 1, 2015 and has since been removed with the
   effective date to be determined when the remaining phases of IFRS 9 are completed. Once it is complete, the Company
   will be evaluating the impact the final standard is expected to have on its consolidated financial statements.

   IFRS 15, Revenue from Contracts with Customers (?IFRS 15?) was issued by the IASB on May 28, 2014 and will replace IAS
   18 Revenue and IAS 11 Construction Contracts. IFRS 15 provides a more detailed framework for the timing of revenue
   recognition and increased requirements for disclosure of revenue. IFRS 15 uses a control-based approach to recognize
   revenue which is a change from the risk and reward approach under the current standard. The mandatory effective date
   is for annual periods beginning on or after January 1, 2017. The Company is evaluating the impact of this standard.

   An amendment to IAS 16, Property, Plant and Equipment (?IAS 16?) was issued by the IASB in May 2014. The amendment
   prohibits the use of a revenue-based depreciation method for property, plant and equipment as it is not reflective of the
   economic benefits of using the asset. It clarifies that the depreciation method applied should reflect the expected
   pattern of consumption of the future economic benefits of the asset. The amendment to IAS 16 is effective for annual
   periods beginning on or after January 1, 2016. The Company does not expect the standard to have a material impact on
   its consolidated financial statements.

   An amendment to IAS 38 Intangible Assets (?IAS 38?) was issued by the IASB in May 2014. The amendment prohibits the
   use of a revenue-based depreciation method for intangible assets. Exceptions are allowed where the asset is expressed
   as a measure of revenue or revenue and consumption of economic benefits for the asset are highly correlated. The
   amendment to IAS 38 is effective for annual periods beginning on or after January 1, 2016. The Company is evaluating
   the impact of this standard but 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, 2014
(Expressed in Canadian dollars) (unaudited)
3. 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                                                                              (a)                 (b)
 Balance as at June 30, 2013                                                3,115,554           2,024,324        5,139,878
   Additions                                                                        -             306,914          306,914
   Impairment                                                              (3,115,554)                  -       (3,115,554)
 Balance as at June 30, 2014                                                        -           2,331,238        2,331,238
   Additions                                                                        -              11,108           11,108
   Impairment                                                                       -                   -                -
 Balance as at September 30, 2104                                                   -           2,342,346        2,342,346

There is $2,219 of intangible exploration and evaluation expenditures as at September 30, 2014 (June 30, 2014: $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. As a result of not being able to resolve this situation with Acacia (i.e. Acacia's wish to modify the option
         agreement) over an extended period of time, during the year ended June 30, 2014, the Company recorded an
         impairment loss of $3,115,554 with respect to this project.

    b.   Northern DRC Project
         The Company's northern DRC diamond project is located in Orientale Province of the DRC and consists of four
         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 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 2 permits covering
         an area of 173 km?. The two additional exploration permits held by the Company's DRC subsidiary cover an area of
         92 km? (after its obligatory 50% reduction) directly north of the optioned ground.

4. 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.


5. RELATED PARTY TRANSACTIONS
    a)   Key Management Remuneration

                                                        Page 10 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)

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, 2014 and three months ended September 30, 2013 was as follows:

                                                                           Three months                  Three months
                                                                                  ended                         ended
                                                                           September 30,                 September 30,
                                                                                   2014                          2103

Salaries                                                                         $35,000                      $42,128

                                                                                 $35,000                      $42,128



     b)   Other Related Parties

As at September 30, 2014, an amount of $35,000 (June 30, 2014 - $56,462) was owing to two directors of the Company
representing consulting fees.

As at September 30, 2014, an amount of $1,812 was owed to Banro Corporation (?Banro?) related to common expenses (June
30, 2014 - $1,588 was owed by Banro). Banro owns 1,538,998 common shares of the Company, representing a 7.07% interest
in the Company.

During the three months ended September 30, 2014, the Company incurred common expenses of $1,081 (three months ended
September 30, 2013 - $nil) in the DRC together with Loncor Resources Inc. (?Loncor?), a corporation with common directors.
As at September 30, 2014, an amount of $2,723 (June 30, 2014 - $3,750) owing to Loncor was included in due to related
parties in the consolidated statement of financial position.

                                                                          September 30,                          June 30,
                                                                                  2104                              2014

Due from related parties                                                        $1,812                            $1,588
Due to related parties                                                         $37,723                           $60,212

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.
   
     In July, 2014, the Company closed a non-brokered arm?s length private placement for the issuance of 500,000 units of
     the Company at a price of $0.50 per unit for gross proceeds to the Company of $250,000. Each such unit was comprised
     of one common share of the Company and one-half of one warrant of the Company, with each full warrant entitling the
     holder to purchase one common share of the Company at a price of $0.75 for a period of two years.
     
     During the year ended June 30, 2014, 1,036,617 warrants were exercised at a price of $0.396 per share. This resulted in
     the issuance of 1,036,617 common shares of the Company and gross proceeds to the Company of $410,500. 703,283 of

                                                       Page 11 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)
     the shares were issued to a director of the Company (Arnold T. Kondrat). In April 2014, the Company closed a non-
     brokered private placement of 666,667 common shares of the Company at a price of $0.225 per share for gross proceeds
     of $150,000. A director of the Company (Arnold T. Kondrat) was the purchaser of all of the shares.
     
     In May 2014, the Company consolidated its outstanding common shares on a three to one basis. Immediately prior to the
     consolidation, the Company had 63,844,492 common shares outstanding. Upon effecting the consolidation, and as of
     June 30, 2014, the Company had 21,281,581 common shares outstanding. All share, stock option and warrant numbers
     have been adjusted to reflect the share consolidation to provide more comparable information.



                                                                                  Number of
                                                                                     shares                  Amount
      Balance at June 30, 2013                                                   19,578,214             116,601,688
      Shares issued for:
         Cash                                                                       666,667                 116,158
         Exercise of Warrants                                                     1,036,617                 410,500
      Fractional shares due to consolidation                                             83                       -
      Balance at June 30, 2014                                                   21,281,581             117,128,346


      Shares issued for:
        Cash                                                                        500,000                 217,456
      Balance at September 30, 2014                                              21,781,581             117,345,802


b)   Share purchase warrants
     In July 2014, the Company issued 250,000 warrants, with each such warrant entitling the holder to purchase one common
     share of the Company at a price of $0.75 until July 2016. As at September 30, 2014, all 250,000 warrants were
     outstanding.

     During the year ended June 30, 2014, 1,286,615 warrants exercisable at a price of $0.396 per share expired in November
     2013 and 1,666,667 warrants exercisable at a price of $0.66 per share expired in May 2014.

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, 2014, amounting to 21,656,584 (three months ended September 30, 2013: 20,017,650)
     common shares. Diluted loss per share was calculated using the treasury stock method. For the three months ended
     September 30, 2014, total stock options of nil (three months ended September 30, 2013: nil) and warrants of 250,000
     (three months ended September 30, 2013: 2,953,283) 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.

                                                       Page 12 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)


                                                                         Three months ended           Three months ended
                                                                               September 30,                September 30,
                                                                                       2014                         2013


    Loss for the period                                                            (573,514)                     (45,781)
      Adjustments for headline loss                                                       -                            -
    Headline loss for the period                                                   (573,514)                     (45,781)

    Basic and diluted loss per share                                                  (0.03)                       (0.00)
    Headline loss per share                                                           (0.03)                       (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, 2014, the Company had no stock options outstanding under the Old Plan.


   The following tables summarize information regarding outstanding stock options for the three month period ended
   September 30, 2013:
                                  During the Year
                                                                                              Weighted
                                                                                               Average
                                                                                             Remaining
    Exercise Price                                                                          Contractual       Vested
    Range             Opening                                                     Closing          Life             &
    ($)               Balance     Granted    Exercised     Expired   Forfeited    Balance        (years)   Exercisable     Unvested
   
    2.10 ? 7.51       675,000           -            -    (675,000)          -          -             -              -            -
                      675,000           -            -    (675,000)          -          -             -              -            -
    Weighted
    Average
    Exercise Price      $2.10          $-           $-          $-          $-         $-            $-             $-           $-


                                                         Page 13 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)

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.

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:



                                                                                   Exploration and         Total
         As at September 30, 2014                                                       Evaluation        assets

         DRC                                                                            $2,344,565     $2,344,565
         Canada                                                                                  -              -
                                                                                        $2,344,565     $2,344,565

         As at June 30, 2014

         DRC                                                                            $2,333,457     $2,333,457
         Canada                                                                                  -              -
                                                                                        $2,333,457     $2,333,457
               
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 14 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)

                                         Page 15 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(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,
    2014. 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, 2014.

                                                                                                                      South
                                                                                        U.S Dollar             African rand
                                                                                          $                        ZAR
    Cash                                                                                    59,247                   12,152
    Prepaids and other assets                                                                    -                        -
    Accounts payable and accrued liabilities                                              (104,490)                 (77,174)
    Total foreign currency financial assets and liabilities                                (45,243)                 (65,022)
    Foreign exchange rate at September 30, 2014                                             1.1200                   0.0991
    Total foreign currency financial assets and liabilities in CDN $                       (50,672)                  (6,444)
    Impact of a 10% strengthening or weakening of the CDN $ on
    net loss                                                                                (5,067)                    (644)

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
    its liquidity position. Accounts payable and accrued liabilities of $971,003 and amounts due to related parties of $37,723
    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.

                                                        Page 16 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)
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;

        - 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.

                                                         Page 17 of 18
Delrand Resources Limited
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended September 30, 2014
(Expressed in Canadian dollars) (unaudited)
   
   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, 2014.

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

                                                   As at                      As at
                                            September 30,                   June 30,
                                                    2014                       2014
                                                    $                           $
 Cash                                             73,990                     31,559
 Share Capital                                17,345,802                117,128,346
 Deficit                                    (124,115,688)              (123,542,174)
 Contributed Surplus                           8,183,615                  8,159,644


10. COMMITMENTS AND CONTINGENCIES
The Company is committed to the payment of surface fees and taxes. As at September 30, 2014, these fees and taxes are
estimated to be $80,636 (US $72,000) compared to $76,867 (US $72,000) as at June 30, 2014.

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.

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.

11.  SUBSEQUENT EVENTS
In a press release dated September 15, 2014, the Company announced it had entered into a share exchange agreement where
it has agreed to acquire all of the outstanding shares of VoiceTrust Holding Inc. (VoiceTrust), a privately-held global provider
of voice biometrics solutions based in Toronto, from VoiceTrust Holding B.V., an indirect subsidiary of Ramphastos
Participaties Cooperatief U.A. The Company will acquire VoiceTrust for aggregate consideration of $27,000,000 to be paid by
the issuance of 36,565,839 common shares in the capital of the Company subject to adjustment in certain circumstances (the
Acquisition). Concurrently with the closing of the Acquisition, the Company proposes to complete a private placement to
raise minimum gross proceeds of $15,000,000. It is a condition of closing the Acquisition that the Company dispose of its
existing exploration assets to an arm's length party.


17 November 2014

Sponsor
Arbor Capital Sponsors Proprietary Limited




                                                        Page 18 of 18

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