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Delrand Resources Limited - Managements Discussion & Analysis Of Fin Condition & Results Of Ops As At & For 3 & 9 Months Ended March 31,

Release Date: 18/05/2015 16:25:00      Code(s): DRN     
Delrand Resources Limited
(Incorporated in Canada)
(Corporation number 627115-4)
Share code: DRN ISIN Number: CA2472672062
(?Delrand? or the "Company")
                             
DELRAND RESOURCES LIMITED
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
AS AT AND FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2015

The following management?s discussion and analysis of financial condition and results of
operations (the ?MD&A?) has been prepared by management and provides a review of the
activities, results of operations and financial condition of Delrand Resources Limited (the
?Company? or ?Delrand?) based upon International Financial Reporting Standards
(?IFRS?). This MD&A should be read in conjunction with the unaudited interim condensed
financial statements of the Company as at and for the three and nine month periods ended
March 31, 2015 (the ?Interim Financial Statements?) together with the MD&A and the
audited consolidated financial statements of the Company as at and for the year ended June
30, 2014 (the ?Financial Statements?) as well as the notes thereto. All amounts are
expressed in Canadian dollars unless otherwise stated.

This MD&A is dated May 15, 2015. Additional information relating to the Company,
including the Company?s annual information form, is available on SEDAR at
www.sedar.com.

FORWARD-LOOKING STATEMENTS

The following MD&A contains forward-looking statements. All statements, other than
statements of historical fact, that address activities, events or developments that the
Company believes, expects or anticipates will or may occur in the future (including, without
limitation, statements relating to exploration results, potential mineralization and future
plans and objectives of the Company) are forward-looking statements. These forward-
looking statements reflect the current expectations or beliefs of the Company based on
information currently available to the Company. Forward-looking statements are subject to
a number of risks and uncertainties that may cause the actual results of the Company to
differ materially from those discussed in the forward-looking statements, and even if such
actual results are realized or substantially realized, there can be no assurance that they will
have the expected consequences to, or effects on the Company. Factors that could cause
actual results or events to differ materially from current expectations include, among other
things, uncertainties relating to the availability and costs of financing needed in the future,
the possibility that future exploration results will not be consistent with the Company?s
expectations, changes in equity markets, changes in diamond markets, foreign currency
fluctuations, political developments in the Democratic Republic of the Congo (the "DRC"),
changes to regulations affecting the Company's activities, delays in obtaining or failure to
obtain required project approvals, the uncertainties involved in interpreting geological data
and the other risks involved in the mineral exploration business. Any forward-looking
statement speaks only as of the date on which it is made and, except as may be required
by applicable securities laws, the Company disclaims any intent or obligation to update any
forward-looking statement, whether as a result of new information, future events or results
or otherwise. Although the Company believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking statements are not guarantees
of future performance and accordingly undue reliance should not be put on such statements
due to the inherent uncertainty therein.
                                              
COMPANY OVERVIEW

The Company?s business is the acquisition and exploration of diamond properties in known
diamond producing areas in the DRC. The Company also has rights to iron ore exploration
properties in the DRC.

For the three and nine month periods ended March 31, 2015, the Company reported a net
loss of $90,682 and $4,121,986 respectively(three and nine month periods ended March
31, 2014: $74,819 and $176,383). The net asset value of the Company was ($2,134,743)
as at March 31, 2015 (June 30, 2014: $1,745,816).

The Company?s accumulated deficit as at March 31, 2015 was $127,664,160 (June 30,
2014: $123,542,174). The Company had a working capital deficit of $2,134,744 as at
March 31, 2015 (June 30, 2014: $587,641) and had a net increase in cash of $21,240 and
a decrease of $1,421 during the respective three and nine month periods ended March 31,
2015 (three and nine month periods ended March 31, 2014: net decrease of $66,294 and
$68,197, respectively).

While the Company?s financial statements have been prepared on the basis of IFRS
accounting principles applicable to a going concern, adverse conditions may cast substantial
doubt upon the validity of this assumption. In the event the Company is unable to identify
recoverable resources, receive the necessary permitting, or arrange appropriate financing,
the carrying value of the Company?s assets could be subject to further material adjustment.
Furthermore, the volatile global economic environment and its impact on certain market
conditions may cast significant doubt upon the validity of this assumption.

Delrand is a mineral exploration company such that the Company?s ability to execute its
work plan, meet its administrative overhead obligations, discharge its liabilities and fulfill its
commitments as they come due is dependent on its success in obtaining additional equity or
debt financing and ultimately, on attaining future profitable operations. These conditions,
along with the fact that the Company does not have revenue-generating properties and has
incurred a loss of $90,682 for the three months ended March 31, 2015 and the Company?s
accumulated deficit was $127,664,160 as at March 31, 2015 indicate the existence of a
material uncertainty that may cast significant doubt about the Company?s ability to continue
as a going concern.

During the nine month period ended March 31, 2015, the Company completed a private
placement 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 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 (Mr. Kondrat)
was the purchaser of all of the shares.

In a press release dated September 15, 2014, the Company announced it had entered into
a share exchange agreement where it had 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 said agreement provided that the Company
would acquire VoiceTrust for aggregate consideration of $27,000,000 to be paid by the
issuance of up to 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 proposed to complete a private placement by the issuance of up
to 22,660,000 common shares of the Company. It was a condition of closing the Acquisition
that the Company dispose of its existing exploration assets to an arm?s length party. At an
annual and special meeting of shareholders the Company held on December 8, 2014,
shareholders authorized the Acquisition and concurrent private placement, changing the
Company?s name to VoiceTrust Biometrics Inc., the disposal of the Company?s wholly-
owned subsidiary Delrand Resources Congo SPRL, and a reduction in the Company?s stated
capital by $123,542,174. On February 12, 2015, the Company issued a press release
announcing that by mutual agreement, Delrand and VoiceTrust Holding B.V. had elected not
to proceed with the Acquisition. Accordingly, the share exchange agreement dated
September 15, 2014 was terminated. The proposed disposal of Delrand Resources Congo
SPRL did not proceed as a result of the termination of the said agreement. Delrand will
continue to explore opportunities in the resources and other fields.

DIAMOND PROJECTS

The Company?s business is the exploration and evaluation of mineral properties for
diamonds in the DRC. The Company?s exploration programs in the DRC have been focused
on the Coexco and Bomili exploration permit areas in the Bafwasende region in the northern
DRC, and on the selection of targets in the Kasai provinces in the southern DRC.

Further interpretation of the results of the very large concentrates from the Coexco ground
and results from the Bomili ground detailed sampling permitted the reduction of the eight
Coexco permits to two permits whilst the two Bomili permits were relinquished. The two
remaining Coexco permits have now also been relinquished based on exploration results.
The Company has completed the program to evaluate a large exploration dataset covering
the Kasai provinces.

Northern DRC Project

Results from the 2009 reconnaissance stream samples, collected over the original 44
Coexco and two Bomili exploration permit areas, reported positive results in terms of
ilmenites, chrome spinels, garnet and micro-diamonds (i.e. less than 0.5 mm but larger
than 0.4 mm in size). The follow-up sampling program in 2011 over these positive areas
was narrowed down to 22 Coexco and the two Bomili exploration permits. Pursuant to the
follow-up sampling program, 490 and 97 follow-up stream samples were collected over the
Coexco and Bomili project areas, respectively, in 2012.

The number of positive samples from both the reconnaissance and follow-up stream
sampling were limited to five targets within the Coexco permit areas and two targets in the
Bomili permit areas. These seven blocks were earmarked for further detailed stream
sampling, that was conducted in 2012.

The Bomili project area is underlain by the Archaean rocks of the Mbomou Craton and there
is no cover of Neoproterozoic sediments. The two targets on the two Bomili permits were
covered by detailed stream sampling in the second half of 2012. The results of these
samples highlighted four streams on exploration permit (PR) no. 1774 as highly anomalous.
These samples were screened in the field, concentrated in Kinshasa, DRC and sorted for
kimberlitic minerals in South Africa. The results produced ilmenite grains in 15 samples with
up to five grains per sample. This follow-up program produced no garnets, a few chromites
but an abundance of ilmenite particularly in respect of permit PR 1774. All ilmenites have
been probed and confirmed as kimberlitic and the mineral chemistry indicates two, possibly
three, separate kimberlite sources for these ilmenites. These areas were identified as
priority and covered by a detailed ?hammer? prospecting mission carried out by the
Company in 2013 with some samples returning more than 20 ilmenite. In late 2013 and
2014 additional detailed samples and more check samples were collected here. During this
program ten samples produced 21 ilmenites, 16 of which had ?SS? surface textures ? these
are sculptured surfaces and represent the mineral?s original surface indicating that these
ilmenites have not been transported. At the same time a start was made with a ground
magnetic survey over these high counts on PR 1774. Break down of the geophysical
equipment meant that only 3 lines were surveyed and these results were inconclusive.

All the ilmenites have been identified visually as kimberlitic and 30 ilmenites from the two
missions were submitted to the microprobe for major element analysis to verify its
paragenesis. Although these have shown to be kimberlitic, based on the major element
mineral chemistry provided by Mineral Services, the chemistry of these grains have high
Fe3+ values which indicates that crystalisation occurred under high fO2 (oxidizing) conditions
which is not favourable for the preservation of diamonds. Furthermore and based on the
limited geophysical work done over these targets, the presence of kimberlite dykes are
strongly suspected which are likely to be limited in size. In the absence of the other
important indicators such as garnet, Cr-Spinel and diamond in all of the stream samples,
the disappointing mineral chemistry of the ilmenites, and the likelihood of being small
kimberlite bodies, the Bomili project has been downgraded in terms of its diamond potential
and the Bomili permits have been relinquished.

The Coexco project area is dominated by almost horizontally bedded Neoproterozoic Lindian
Group sediments (shale, sandstone and conglomerate) overlying the Archaean Mbomou
Craton. A large part of the Coexco project area is covered by a thick and mature laterite
crust masking most of the rock formations of the area. These laterites have chemically
altered and etched, and hence depressed the occurrences of kimberlitic satellite minerals
significantly. Artisanal diamond diggings were observed along several rivers and its
tributaries within the target area. The 2012 follow-up program produced 48 diamonds, 12
kimberlitic ilmenites (picro-ilmenite), 21 chromites and 7 garnets that have a marginal
mantle signature (G3 and G5) over the reduced area. Although the follow-up work failed to
focus on any specific targets, the depressed distribution of the mantle minerals is due to the
thick (at least 10 metres) laterite. The abundance of diamonds which are not affected by the
chemical etching of the laterite, makes this a promising target. The conclusion from infra-
red work on the initial micro-diamonds recovered from the reconnaissance work suggests
that there are two sources, one in the north and one more to the south. Visual observations
of the diamonds recovered from the follow-up samples indicate that there is no obvious sign
of wear or breakage. The infra-red studies of the 48 diamonds recovered from the follow-up                                           
work show derivation from a restricted number of sources. The sorting of these
concentrates, by Afrid Laboratory in South Africa, was only completed during Q1 of 2014
due to the large concentrates. The results of those samples produced eight diamonds in a
relatively small area covering the two Coexco permits that had been retained. However, due
to the general spread of the diamonds across the permits and lack of focus of these
minerals into specific targets it has been decided to discontinue with any further exploration
in respect of these permits. The two permits have been returned to Coexco and the
agreement with Coexco has been cancelled.

Southern DRC

Delrand negotiated an exploration agreement with Rio Tinto Minerals Development Limited
("Rio Tinto") in order to access and interpret a large diamond exploration dataset which
Rio Tinto acquired. Delrand has since recognized a regional background ?noise? of kimberlitic
indicator minerals which has complicated the recognition of residual mineral anomalies.
However, it has now highlighted several promising targets. The DRC Department of Mines
(CAMI) however remains closed for applications for new exploration permits (PR) and Rio
Tinto has therefore suspended the agreement until such time when it will be possible to
secure exploration permits over these promising targets.

At the same time, Delrand has reviewed its own dataset which it has built up since 2003
and has identified several promising targets which it hopes to secure once the CAMI is in a
position to accept new applications.

Security of Tenure

The Company has relinquished its rights to the Coexco ground based on the results from the
detailed follow-up stream sampling program from 2012 through to 2014. However, Delrand
is looking to make additional applications as soon as CAMI opens for new
applications. Delrand presently does not hold any exploration permits.

IRON ORE PROPERTIES

In May 2011, the Company announced the discovery of high grade haematite (a form of
iron ore) in its exploration areas within Province Orientale, DRC, through its then joint
venture with Rio Tinto. Additional iron ore results were announced by the Company in
November 2011. The drilling results for 1,117 metres of diamond drill holes, which are
detailed below, revealed average grades from the mineralized intercepts ranging from
62.5% to 68.5% iron. The iron ore exploration was funded and operated by Rio Tinto.

Initial geological research and exploration had indicated that the exploration permit areas,
which hitherto had been largely unexplored using modern exploration methods, were highly
prospective for the discovery of iron ore deposits. This assessment is supported by these
initial drill results. Mapping and first pass drilling was completed on the Zatua 01 and 02
target areas with 11 diamond drill holes, one of which had to be abandoned, totaling 1,117
meters. Seven of these holes intercepted high grade haematite mineralization. The
mineralized package was not present in the remaining holes despite their central location.

The target areas had been selected after a regional airborne magnetic survey had identified
geophysical anomalies which subsequent ground follow up indicated to be associated with
outcropping haematite mineralization. Mineralized intervals, where intercepted by a drill
hole, range in thickness from 37 meters to 121 meters with both friable and massive
textures being observed.

Analytical results were received for all seven holes with values of 62.5%-68.5% for Fe;
0.56% to 4.78% for Al2O3; 0.48% to 6.36% for SiO2 and 0.040% to 0.148% for P, with the
elevated high phosphorous values appearing to be associated with recent weathering.
Despite limited thicknesses in some of the holes, the results give encouragement that high-
grade haematite is present in the area. No further work has been conducted at the iron ore
project since early 2012. Subsequently, Rio Tinto has withdrawn from the joint venture iron
ore project. Delrand has however maintained its interest in the properties with a view to
realizing any potential value at a future date.

QUALIFIED PERSON

Dr. Michiel C. J. de Wit, the Company's President and a ?qualified person? as such term is
defined in National Instrument 43-101, has reviewed and approved the technical
information in this MD&A.

RESULTS OF OPERATIONS

For the three and nine month periods ended March 31, 2015, the Company reported a net
loss of $90,682 (or $0.00 per share) and $4,121,986 (or $0.19 per share), respectively,
compared to a net loss of $74,819 (or $0.00 per share) and $176,383 (or $0.01 per share)
incurred during three and nine month periods ended March 31, 2014. The higher loss in the
nine month periods ended March 31, 2015 is mainly the result of higher legal and
consulting fees relating to the VoiceTrust transaction and an impairment loss of $2,353,315
for the deferred exploration costs of the Northern DRC Project.

SUMMARY OF QUARTERLY RESULTS

The following table sets out certain consolidated financial information of the Company for
each of the last eight quarters, beginning with the three months ended March 31, 2015.
The Company?s presentation and functional currency is the Canadian dollar. The financial
information is reported in accordance with IFRS.

                                Three             Three           Three          Three
                               months            months          months         months
                                ended             ended           ended          ended
                                March          December       September        June 30,
                             31, 2015          31, 2014        30, 2014           2014
  
  Net loss ($'000)               $(91)          $(3,458)          $(573)       $(3,311)
  Net loss per share
  (basic and diluted)           $0.00             $0.16           $0.03          $0.16

                                Three             Three           Three          Three
                               months            months          months         months
                                ended             ended           ended          ended
                                March          December       September        June 30,
                             31, 2014          31, 2013        30, 2013           2013

  Net loss ($'000)               $(75)             $(56)           $(45)          $(72)
  Net loss per share
  (basic and diluted)           $0.00             $0.00           $0.00          $0.00


During the three month period ended March 31, 2015, the Company recorded a net loss of
$90,682 compared to a net loss of $3,457,790 recorded during the three month period
ended December 31, 2014.

During the three month period ended December 31, 2014, the Company recorded a net loss
of $3,457,790 compared to a net loss of $573,514 that was recorded during the three
month period ended September 30, 2014. The increase in net loss was mainly due to an
impairment of deferred exploration expenditures of $2,353,315 during the three month
period ended December 31, 2014 and increased legal and consulting fees pertaining to the
VoiceTrust transaction.

During the three month period ended September 30, 2014, the Company recorded a net
loss of $573,514 compared to a net loss of $3,311,169 that was recorded during the three
month period ended June 30, 2014. The decrease in the net loss was due to an impairment
of deferred exploration expenditures of $3,115,554 during the three month period ended
June 30, 2014, which was partially offset by higher legal and consulting fees.

During the three month period ended June 30, 2014, the Company recorded a net loss of
$3,311,169 compared to a net loss of $74,819 that was recorded during the three month
period ended March 31, 2014. The increase in the net loss was mainly due to impairment
of deferred exploration expenditures of $3,115,554 and an increase in audit fees related to
year end reporting as well as legal and consultant fees relating to corporate activities.

During the three month period ended March 31, 2014, the Company recorded a net loss of
$74,819 compared to a net loss of $55,783 that was recorded during the three month
period ended December 31, 2013. The increase in the net loss was mainly due to an
increase in filing fees relating to the TSX listing and tax consulting fees.

During the three month period ended December 31, 2013, the Company recorded a net loss
of $55,783 compared to a net loss of $45,781 that was recorded during the three month
period ended September 30, 2013. The increase in the net loss was mainly due to an
increase in both shareholder information costs and consulting fees.
                                          
During the three month period ended September 30, 2013, the Company recorded a net
loss of $45,781 compared to a net loss of $71,639 that was recorded during the three
month period ended June 30, 2013, mainly due to a reduction in consulting fees related to
the departure of a former director.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2015, the Company had cash of $30,138 and a working capital deficit of
$2,134,744 compared to cash of $31,559 and a working capital deficit of $587,641 as at
June 30, 2014.

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 the shares were
issued to Arnold T. Kondrat, a director of the Company (Mr. Kondrat was also, subsequent
to the warrant excercise, appointed Chief Executive Officer of the Company).

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 Cdn$150,000. A
director of the Company (Mr. Kondrat) was the purchaser of all of the shares.

In July 2014, the Company closed a non-brokered arm?s length private placement 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.

The Company has no operating revenues and is wholly reliant upon external financing to
fund its activities. There is no assurance that such financing will be available on acceptable
terms, if at all.

Rio Tinto had previously funded exploration at the Company?s DRC North diamond project
and all of the exploration at the DRC iron ore project.

In general, market conditions have limited the availability of funds. Given the Company?s
financial position and available resources, the Company currently expects a need to access
equity markets for financing over the next twelve months. In light of current conditions,
the Company has continued a series of measures to bring its spending in line with the
projected cash flows from its operations in order to preserve its balance sheet and maintain
its liquidity position. The Company believes that based on its current financial position and
liquidity profile, the Company will be able to satisfy its current and long-term obligations.
The Interim Financial Statements of the Company have been prepared in accordance with
IFRS applicable to a going concern.

As at March 31, 2015 and June 30, 2014, there were no contractual obligations (that are
not on the statement of financial position) entered into by the Company.
                                                   
EXPLORATION AND EVALUATION EXPENDITURES

The following table provides a breakdown of the Company's exploration and evaluation
expenditures in the DRC for the nine month period ended March 31, 2015:

                                           Tshikapa           Northern DRC                     Total
Balance June 30, 2014                            $-             $2,331,238                 2,331,238


Operating expenses
Funds received from Rio                           -                      -                         -
Exploration office ex                             -                  2,817                     2,817
Salaries                                          -                  4,176                     4,176
Consulting                                        -                      -                         -
Field camp expenses                               -                      -                         -
Geochemistry                                      -                      -                         -
Professional fees                                 -                      -                         -
Travel                                            -                     50                        50
Permits and surface taxes                         -                      -                         -
Foreign exchange                                  -                 12,816                    12,816
Total Operating Expenses                          -                 19,859                    19,859
Impairment                                        -             (2,351,097)               (2,351,097)
Balance March 31, 2015                           $-                     $-                        $-

OUTSTANDING SHARE DATA

The authorized share capital of the Company consists of an unlimited number of common
shares. As at May 15, 2015, the Company had outstanding 21,781,581 common shares and
250,000 common share purchase warrants.

RELATED PARTY TRANSACTIONS

    a) Key Management Remuneration

The Company?s related parties include key management. Key management includes
executive directors. The remuneration of the key management of the Company as defined
above, during the three and nine month periods ended March 31, 2015, and March 31,
2014, was as follows:

                      Three months ended       Three months ended        Nine months ended           Nine months ended
                          March 31, 2015           March 31, 2014           March 31, 2015              March 31, 2014
Salaries                         $25,000                  $43,724                  $85,000                    $154,283
                                 $25,000                  $43,724                  $85,000                    $154,283
                                             

   b) Other Related Parties

As at March 31, 2015, an amount of $309,717 (June 30, 2014 - $56,462) was owing to two
directors of the Company representing consulting fees.

As at March 31, 2015, an amount of $88,513 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 and nine month periods ended March 31, 2015, the Company incurred
common expenses of $nil and $1,179 (three and nine month periods ended March 31, 2014
- $603 and $3,982) in the DRC together with Loncor Resources Inc. (?Loncor?), a
corporation with common directors. As at March 31, 2015, an amount of $3,080 (June 30,
2014 - $3,750) owing to Loncor was included in due to related parties in the consolidated
statement of financial position.

FUTURE ACCOUNTING STANDARDS

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 1, Presentation of Financial Statements (?IAS 1?) was issued by the
IASB in December 2014. The amendment clarifies principles for the presentation and
materiality consideration for the financial statements and notes to improve
understandability and comparability. The amendment to IAS 1 is effective for annual
periods beginning on or after January 1, 2016. The Company is evaluating the impact of
this standard on its consolidated financial statements.

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.

Amendments IFRS 10 Consolidated Financial Statements (?IFRS 10?), IFRS 12 Disclosure
of Interests in Other Entities (?IFRS 12?), and IAS 28 Investments in Associates and Joint
Ventures (?IAS 28?) were published by the IASB in December 2014. The amendments
define the application of the consolidation exception for investment entities. They    are
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.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company?s consolidated financial statements in conformity with IFRS
requires management to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Estimates and underlying
assumptions are reviewed on an ongoing basis. Information about critical judgments in
applying accounting policies that have the most significant effect on the amounts
recognized in the financial statements included the following:

Provisions and contingencies

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

Exploration and evaluation expenditure

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

Share-based payment transactions

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

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. Under IFRS, the
Company is required to estimate the number of forfeitures likely to occur on grant date and
reflect this in the share-based payment expense revising for actual experiences in
subsequent periods.

Decommissioning and environmental provisions

The Company?s operations are subject to environmental regulations in the DRC. Upon any
establishment of commercial viability of a site, the Company will estimate the cost to
restore the site following the completion of commercial activities and depletion of reserves.
These future obligations are estimated by taking into consideration closure plans, known
environmental impacts, and internal and external studies which estimate the activities and
costs that will be carried out to meet the decommissioning and environmental obligations.
Amounts recorded for decommissioning and environmental provisions are based on
estimates of decommissioning and environmental costs which may not be incurred for
several years or decades. The decommissioning and environmental cost estimates could
change due to amendments in laws and regulations in the DRC. Additionally, actual
estimated decommissioning and reclamation costs may differ from those projected as a
result of an increase over time of actual remediation costs, a change in the timing for
utilization of reserves and the potential for increasingly stringent environmental regulatory
requirements. The Company is currently in the exploration stage and as such, there are no
decommissioning and environmental reclamation costs as at March 31, 2015.

Functional and presentation currency

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

Impairment

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

Going Concern

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

The Company is subject to a number of risks and uncertainties that could significantly
impact on its operations and future prospects. The following discussion pertains to certain
principal risks and uncertainties but is not, by its nature, all inclusive.

The only sources of future funds for further exploration programs which are presently
available to the Company are the sale of equity capital, or the offering by the Company of
an interest in its properties to be earned by another party carrying out further exploration.
There is no assurance that such sources of financing will be available on acceptable terms, if
at all. In the event that commercial quantities of minerals are found on any properties held
by the Company, the Company does not have the financial resources at this time to bring a
mine into production.

The current financial climate is characterized by volatile and uncertain times. The
uncertainty of forward looking statements is therefore greater. Diamond prices were
reduced significantly as a result of the economic downturn and the recovery could be
accompanied by volatility.

The Company?s principal business is the acquisition and exploration of mineral properties in
the DRC. The assets and operations of the Company are therefore subject to various
political, economic and other uncertainties, including, among other things, the risks of war
and civil unrest, hostage taking, military repression, labor unrest, illegal mining,
expropriation, nationalization, renegotiation or nullification of licenses, permits, approvals
and contracts, taxation policies, foreign exchange and repatriation restrictions, changing
political conditions, international monetary fluctuations, currency controls and foreign
governmental regulations that favor or require the awarding of contracts to local
contractors or require foreign contractors to employ citizens of, or purchase supplies from,
a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in
political attitude in the DRC may adversely affect the Company's operations. Operations
may be affected in varying degrees by government regulations with respect to, but not
limited to, restrictions on production, price controls, export controls, currency remittance,
income taxes, foreign investment, maintenance of claims, environmental legislation, land
use, land claims of local people, water use and mine safety. Failure to comply strictly with
applicable laws, regulations and local practices relating to mineral rights could result in loss,
reduction or expropriation of entitlements. In addition, in the event of a dispute arising
from operations in the DRC, the Company may be subject to the exclusive jurisdiction of
foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of
courts in Canada. The Company also may be hindered or prevented from enforcing its
rights with respect to a governmental instrumentality because of the doctrine of sovereign
immunity. It is not possible for the Company to accurately predict such developments or
changes in laws or policy or to what extent any such developments or changes may have a
material adverse effect on the Company's operations.

The DRC is a developing nation emerging from a period of civil war and conflict. Physical
and institutional infrastructure throughout the DRC is in a debilitated condition. The DRC is
in transition from a largely state controlled economy to one based on free market principles,
and from a non-democratic political system with a centralized ethnic power base, to one
based on more democratic principles. There can be no assurance that these changes will be
effected or that the achievement of these objectives will not have material adverse
consequences for the Company and its operations. The DRC continues to experience
violence and significant instability in parts of the country due to certain militia and criminal
elements. While the government and United Nations forces are working to support the                                          
extension of central government authority throughout the country, there can be no
assurance that such efforts will be successful.

Delrand is a mineral exploration company, such that it currently operates at a loss and does
not generate any revenue from operations. The exploration and development of mineral
deposits involve significant financial risks over a significant period of time which even a
combination of careful evaluation, experience and knowledge may not eliminate. Few
properties which are explored are ultimately developed into producing mines. Major
expenditures may be required to establish reserves by drilling and to construct mining and
processing facilities at a site. It is impossible to ensure that the Company's exploration
programs will result in a profitable commercial mining operation.

The Company is exposed to currency risk as its principal business is conducted in foreign
currencies. Unfavorable changes in the applicable exchange rate may result in a decrease
or increase in foreign exchange gains or losses. The Company does not use derivative
instruments to reduce its exposure to foreign currency risk.

The Company's exploration and, if such exploration is successful, development of mineral
properties is subject to all of the hazards and risks normally incident to mineral exploration
and development, any of which could result in damage to life or property, environmental
damage and possible legal liability for any or all damage.

The natural resource industry is intensely competitive in all of its phases, and the Company
competes with many companies possessing greater financial resources and technical
facilities than itself.

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 their 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.

The following presents the fair value and carrying value of the Company's financial
instruments:

Fair value hierarchy
The following table provides an analysis 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).

There were no transfers between Level 1 and 2 during the reporting periods. The fair values of
financial assets and liabilities carried at amortized cost are approximated by their carrying
values.

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.

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. Different portions of the Company?s transactions are
   denominated in United States dollars, Congolese francs and South African rand. The
   Company is also exposed to the impact of currency fluctuations on its monetary assets
   and liabilities. The Company?s functional currency is the Canadian dollar. The majority
   of major expenditures are transacted in US dollars. The Company maintains the majority
   of its cash in Canadian dollars but it does hold balances in US dollars. Significant foreign
   exchange gains or losses are reflected as a separate component of the consolidated
   statement of comprehensive loss. The Company does not use derivative instruments to
   reduce its exposure to foreign currency risk. See Note 9(c) of the Interim Financial
   Statements for additional details.

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.
                                            
f) Mineral Property Risk

   The Company?s activitiess 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 investigates title to any mineral properties that it may
   hold, the Company cannot give any assurance that title will not be challenged or
   impugned and cannot be certain that it will have valid title to any mineral properties that
   it may hold. 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 activities in the DRC could
   be adversely affected by uncertain political or economic environments, war, civil or other
   disturbances, a changing fiscal regime and by DRC?s underdeveloped industrial and
   economic infrastructure.

   The Company?s activities in the DRC may be affected 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 common shares and warrants as capital. The Company?s main
     objectives when managing its capital are:

     - to maintain a flexible capital structure which optimizes the cost of capital at an
       acceptable level of risk while providing an appropriate return to its shareholders;
     - to maintain a sufficient capital base so as to maintain investor, creditor and market
       confidence and to sustain future development of the business;
     - to safeguard the Company?s ability to obtain financing; and
     - to maintain financial flexibility in order to have access to capital in the event of future
       acquisitions.

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

     There were no significant changes to the Company?s approach to capital management
     during the nine months ended March 31, 2015.

     Neither the Company nor its subsidiary is subject to externally imposed capital
     requirements.

     SEGMENTED INFORMATION

     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 March 31, 2015
                          Exploration and          Total Non-
                               evaluation      current Assets
   DRC                                 $1                  $1
   Canada                               -                   -
                                       $1                  $1


   As at June 30, 2014
                          Exploration and          Total Non-
                               evaluation      current Assets
   DRC                         $2,333,457          $2,333,457
   Canada                               -                   -
                               $2,333,457          $2,333,457


18 May 2015
_________________________________________________________________________________________
Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 18/05/2015 04:25:00 Supplied by www.sharenet.co.za                     
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