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Delrand Resources Limited - Consolidated Financial Statements For The Years Ended June 30 2016 And 2015

Release Date: 12/09/2016 09:37:00      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

CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)

Management?s Report

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

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

The Board of Directors is responsible for overseeing management?s performance of its responsibilities for financial
reporting and internal control. The Audit Committee meets with management as well as the external auditors, as
and when appropriate, to ensure that management is properly fulfilling its financial reporting responsibilities to the
Board of Directors who approve the consolidated financial statements.

The consolidated financial statements for the years ended June 30, 2016 and 2015 have been audited by McGovern,
Hurley, Cunningham LLP, Chartered Accountants in accordance with Canadian generally accepted auditing
standards.

Signed) ?Arnold Kondrat?                                       (Signed) ?Brian Scallan?

Arnold Kondrat, Chief Executive Officer                         Brian Scallan, Vice President, Finance




September 6, 2016




                                                     Page 2 of 27
Independent Auditor?s Report

To the Shareholders of Delrand Resources Limited,

We have audited the accompanying consolidated financial statements of Delrand Resources Limited and its subsidiary, which
comprise the consolidated statements of financial position as at June 30, 2016 and 2015, and the consolidated statements of
loss and comprehensive loss, consolidated statements of changes in equity (deficiency) and consolidated statements of cash
flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

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

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

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

Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Delrand
Resources Limited and its subsidiary for the years ended June 30, 2016 and 2015, and their financial performance and cash
flows for the years then ended in accordance with International Financial Reporting Standards.


Emphasis of Matter
Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements, which indicates that Delrand
Resources Limited had continuing losses during the year ended June 30, 2016 and a working capital deficiency and cumulative
deficit as at June 30, 2016. These conditions along with other matters set forth in Note 1 indicate the existence of material
uncertainties which cast significant doubt about Delrand Resources Limited?s ability to continue as a going concern.

/s/ McGovern, Hurley, Cunningham, LLP
Chartered Accountants
Toronto, Canada
September 6, 2016




                                                          Page 3 of 27
CONTENTS
Consolidated Statements of Financial Position.............................................................................5
Consolidated Statements of Loss and Comprehensive Loss...............................................................6
Consolidated Statements of Changes in Equity (Deficiency)..............................................................7
Consolidated Statements of Cash Flows.....................................................................................8
Notes to the Consolidated Financial Statements........................................................................... .9

1. Corporate Information and Continuation of the Business ..............................................................9
2. Basis of Preparation ...........................................................................................................9
3. Summary of Significant Accounting Policies ............................................................................ 10
4. Subsidiary and Investment in Associate.................................................................................. 19
5. Exploration and Evaluation Assets ........................................................................................ 19
6. Accounts Payable and Accrued Liabilities ............................................................................... 20
7. Related Party Transactions ................................................................................................ 20
8. Convertible Debenture ..................................................................................................... 20
9. Share Capital ................................................................................................................. 21
10. Financial Risk Management Objectives and Policies ................................................................ 22
11. Commitments and Contingencies....................................................................................... 26
12. Income Taxes .............................................................................................................. 26




                                                             Page 4 of 27
 Delrand Resources Limited
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian dollars)

                                                       Notes                  June 30, 2016           June 30, 2015
                                                                                     $                        $
Assets
Current Assets
     Cash                                                                            45,855                   9,163
     Due from related parties                            7                           17,365                       -
     Prepaid expenses and other assets                                                8,195                  24,968
Total Current Assets                                                                 71,415                  34,131
Non-Current Assets
    Property, plant and equipment
    Exploration and evaluation                           5                                -                       -

Total Assets                                                                         71,415                  34,131
Liabilities and Shareholders' Equity
Current Liabilities
     Accounts payable and accrued liabilities            6                          393,914               1,750,913
     Income taxes payable                                                                 -                   5,420
     Due to related parties                              7                          281,881                 665,726
Total Current Liabilities                                                           675,795               2,422,059

Non-current Liabilities
    Convertible debenture                                8                        1,314,959                       -

Total Liabilities                                                                 1,990,754               2,422,059


Shareholders' Equity (Deficiency)
    Share capital                                        9                      118,065,802             117,345,802
    Contributed surplus                                  9                        8,303,615               8,183,615
     Deficit
                                                                               (128,288,756)           (127,917,345)
Total Shareholders' Equity/(Deficiency)
                                                                                 (1,919,339)             (2,387,928)
Total Liabilities and Shareholders' Equity                                           71,415                  34,131


Continuation of the Business                            1
Commitments and Contigencies                            11


Common shares
   Authorized                                           9a                         Unlimited             Unlimited
   Issued and outstanding                               9a                        15,390,825            10,890,825




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

These consolidated financial statements were approved and authorized for issue by the Board of Directors on September 6, 2016.
Signed on behalf of the Board of Directors by:

/s/ Arnold Kondrat                                                                               /s/ Brian Scallan
Arnold Kondrat                                                                                   Brian Scallan
Director                                                                                         Director




                                                             Page 5 of 27
Delrand Resources Limited
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian dollars)

                                                                       Notes        Year ended June 30, 2016      Year ended June 30, 2015



                                                                                               $                             $
Expenses
     Consulting and professional fees                                                                161,036                     1,584,591
     General and administrative                                                                      214,487                       414,063
     Impairment of exploration and evaluation assets                     5                                 -                     2,353,315
     Foreign exchange loss                                                                            (4,112)                       23,202
Total expenses                                                                                      (371,411)                   (4,375,171)


Net loss and comprehensive loss                                                                     (371,411)                   (4,375,171)



Basic and diluted loss per share                                         9d                            (0.03)                        (0.40)
Adjustments for headline loss per share                                  9d                                -                          0.22
Headline loss per share                                                  9d                            (0.03)                        (0.18)


Weighted average number of common shares outstanding                                              12,962,058                    10,828,496




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




                                                                  Page 6 of 27
Delrand Resources Limited
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIENCY)
(Expressed in Canadian dollars)


                                                                                                                                               Total
                                                          Common shares                                                                 Shareholders'
                                                                                          Contributed                                        Equity /
                                    Notes        Number of shares                                                  Deficit               (Deficiency)
                                                                       Amount                 Surplus
                                                     (Note 9)


                                                                           $                 $                        $                          $

                                                                                             8,159,644         (123,542,174)               1,745,816
Balance at June 30, 2014                           10,640,825     117,128,346


Net loss                                                    -               -                        -           (4,375,171)              (4,375,171)
Issuance of units (net of costs)     9a               250,000         217,456                   23,971                    -                  241,427
                                                                                                                                    
                                                                                                           
Balance at June 30, 2015                           10,890,825     117,345,802                8,183,615       $ (127,917,345)            $ (2,387,928)                     (2,387,928)


Net loss                                                    -               -                        -             (371,411)                (371,411)
Issuance of shares (net of costs)    9a             4,500,000         720,000                        -                    -                  720,000
Shares to be issued                  9a                     -               -                    120,0                    -                  120,000
                                                                                                                                    
                                                                                                           
Balance at June 30, 2016                           15,390,825    $118,065,802               $ 8,303,615      $ (128,288,756)          $   (1,919,339)


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


                                                                     Page 7 of 27
Delrand Resources Limited
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian dollars)


                                                                                                Year ended June 30,     Year ended June 30, 2015
                                                                                                       2016
                                                                                  Notes
                                                                                                        $                          $

Cash flows from operating activities
Net loss                                                                                                  (371,411)                   (4,375,171)
Adjustments to reconcile net loss to net cash used in operating activities
    Impairment of exploration and evaluation assets                                 5                            -                     2,353,315
Changes in non-cash working capital
    Prepaid expenses and other assets                                                                        16,773                      (19,445)
    Accounts payable and accrued liabilities                                                                (47,460)                   1,190,234
Net cash used in operating activities                                                                      (402,098)                    (851,067)


Cash flows from investing activities
Expenditures on exploration and evaluation                                          5                             -                      (19,858)
Net cash used in investing activities                                                                             -                      (19,858)


Cash flows from financing activities
Net proceeds from issuance of shares                                               9a                       840,000                      217,456
Warrants issued                                                                    9a                             -                       23,971
Due from related parties                                                            7                       (17,365)                           -
Due to related parties                                                              7                      (383,845)                     607,102
Net cash provided by financing activities                                                                   438,790                      848,529


Net increase (decrease) in cash during the year                                                              36,692                      (22,396)
Cash, beginning of the year                                                                                   9,163                       31,559
Cash, end of the year                                                                                        45,855                        9,163

Supplementary Information

Convertible Debenture issued for accounts payable
and accrued liabilities                                                             8               $     1,300,000                           -
 
Shares to be issued                                                                9a               $       120,000                           -


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




                                                                             Page 8 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
1. CORPORATE INFORMATION AND CONTINUATION OF THE BUSINESS
Corporate Information

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

These consolidated financial statements as at and for the years ended June 30, 2016 and 2015 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 were listed for trading on the Toronto Stock
Exchange (?TSX?) and are listed for trading on the JSE Limited in Johannesburg, South Africa. On September 11, 2015, the
Company voluntarily delisted from the TSX. On September 14, 2015, the Company listed its shares on NEX, a separate board
of the TSX Venture Exchange. The head office of the Company is located at 1 First Canadian Place, 100 King Street West,
Suite 7070, Toronto, Ontario, M5X 1E3, Canada.


Continuation of the business

The Company incurred a net loss of $371,411 for the year ended June 30, 2016 (year ended June 30, 2015: $4,375,171) and as
at June 30, 2016 had a working capital deficit of $604,380 and deficit of $128,288,756, (June 30, 2015: $2,387,928 and
$127,917,345, respectively). The Company does not currently have revenue-generating properties.

The Company?s ability to continue operations in the normal course of business is dependent on several factors, including its
ability to secure additional funding. These material uncertainties may cast significant doubt upon the validity of the going
concern assumption. Management is exploring all available options to secure additional funding, including equity financing
and strategic partnerships. In the event the Company is unable to identify recoverable resources, receive the necessary
permitting, or arrange appropriate financing, the carrying value of the Company?s assets could be subject to material
adjustment.   During the year ended June 30, 2015, the Company wrote off the carrying value of its exploration and
evaluation assets.

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

2. BASIS OF PREPARATION
a) Statement of compliance
    These consolidated financial statements as at and for the years ended June 30, 2016 and 2015 have been prepared in
    accordance with International Financial Reporting Standards (?IFRS?) (including International Accounting Standard (IAS)
    34), Johannesburg Stock Exchange listings requirements and IFRS Interpretation Committee (?IFRIC?) interpretations
    issued and effective at June 30, 2016. The preparer of these consolidated financial statements is Fatima Munir, the
    senior accountant at the Company.

b) Basis of measurement
    These consolidated financial statements have been prepared under the historical cost convention, except for certain
    financial assets which are presented at fair value. These financial statements have also been prepared on an accrual
    basis except for cash flow information.




                                                        Page 9 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial
statements, unless otherwise indicated. The accounting policies have been applied consistently by all group entities and for
all periods presented.

a) Basis of Consolidation
            Subsidiaries

            Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the
            ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully
            consolidated from the date control is transferred to the Company and are-deconsolidated from the date control
            ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of
            the Company and its subsidiaries after eliminating inter-entity balances and transactions.

            Transactions eliminated on consolidation

            All inter company group transactions, balances, income and expenses are eliminated in full on consolidation.

  i.        Associates

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

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

            Any premium paid for an associate above the fair value of the Company's share of the identifiable assets, liabilities
            and contingent liabilities acquired is capitalized and included in the carrying amount of the Company?s investment in
            an associate. Where there is objective evidence that the investment in an associate has been impaired, the carrying
            amount of the investment is tested for impairment in the same way as other non-financial assets.

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

        Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
        recognized in the period in which the estimates are revised and in any future periods affected. Critical judgments and
        estimates in applying accounting policies that have the most significant effect on the amounts recognized in the
        consolidated financial statements are as follows:

        Estimates:

       i)   Provisions and contingencies




                                                            Page 10 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
   The amount recognized as a provision, including legal, contractual, constructive and other exposures or obligations, is
   the best estimate of the consideration required to settle the related liability, including any related interest charges,
   taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be
   resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently
   involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its
   liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate
   requirements.

  ii)   Impairment

   Assets, including exploration and evaluation, are reviewed for impairment whenever events or changes in circumstances
   indicate that their carrying amounts may exceed their recoverable amounts.

  iii) Share-based payment transactions

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

  iv) Decommissioning and environmental provisions

   The Company?s operations are subject to environmental regulations in the DRC. Upon any establishment of commercial
   viability of a site, the Company will estimate the cost to restore the site following the completion of commercial
   activities and depletion of reserves. These future obligations are estimated by taking into consideration closure plans,
   known environmental impacts, and internal and external studies, which estimate the activities and costs that will be
   carried out to meet the decommissioning and environmental obligations. Amounts recorded for decommissioning and
   environmental provisions are based on estimates of decommissioning and environmental costs, which may not be
   incurred for several years or decades. The decommissioning and environmental cost estimates could change due to
   amendments in laws and regulations in the DRC. Additionally, actual estimated decommissioning and reclamation costs
   may differ 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.
   Management has estimated that there are no material decommissioning and environmental reclamation costs as at June
   30, 2016 and 2015.

  v)    Compound financial instruments

   The Company has entered into a convertible debenture as described in note 8. The fair value of the conversion option is
   estimated at the date of the transaction as the value of a similar liability that does not have an equity conversion
   option. Assumptions are made and judgments are used in applying valuation techniques. Such judgment is inherently
   uncertain. Changes in the valuation assumptions could materially affect the fair value estimates of the liability and
   equity components of the convertible debenture.

   Judgments:

  i)    Exploration and evaluation expenditures

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




                                                      Page 11 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
   of the expenditure is unlikely, the amount capitalized is written off in the statement of loss and comprehensive loss
   during the period the new information becomes available.

  ii)   Income, value added, withholding and other taxes

   The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in
   determining the Company?s provisions for taxes. There are many transactions and calculations for which the ultimate tax
   determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax
   audit issues based on estimates of whether additional taxes will be due. The determination of the Company?s income,
   value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The
   Company?s interpretation of taxation law as applied to transactions and activities may not coincide with the
   interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment
   subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from
   the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax
   provisions in the period in which such determination is made.

  iii) Functional and presentation currency

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

  iv) Impairment

  Judgment is involved in assessing whether there is any indication that an asset or cash generating unit may be impaired.
  This assessment is made based on the analysis of, amongst other factors, changes in the market or business environment,
  events that have transpired that have impacted the asset or cash generating unit, and information from internal
  reporting. During the year ended June 30, 2015, there were indications that a particular project met the requirements for
  impairment and as a result, an amount of $2,353,315 was recorded in the consolidated statement of loss and
  comprehensive loss.

  v)    Going concern

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

c) Foreign Currency Translation
   Functional and presentation currency

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

   Foreign currency transactions

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




                                                      Page 12 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
        measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is
        determined.

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

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

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


 ii.        Loans and receivables

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

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


 iii.       HTM investments

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

 iv.        AFS financial assets

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



                                                             Page 13 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
  v.     Impairment of financial assets

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

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

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

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

 vi.     Effective interest method

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

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

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

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




                                                         Page 14 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
g) Loss Per Share
   Basic loss per share is computed by dividing the net loss applicable by the weighted average number of common shares
   outstanding during the reporting period. Diluted loss per share is computed by dividing the net loss by the sum of the
   weighted average number of common shares issued and outstanding during the reporting period and all additional
   common shares for the assumed exercise of stock options and warrants outstanding for the reporting period, if dilutive.
   The treasury stock method is used for the assumed proceeds upon the exercise of stock options and warrants that are
   used to purchase common shares at the average market price during the reporting period. As the Company is incurring
   losses, basic and diluted loss per share are the same because the exercise of outstanding stock options and share
   purchase warrants in the diluted loss per share calculation is anti-dilutive.

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

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

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


        iii.       Depreciation

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

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

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



                                                        Page 15 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
       iv. Gains and losses
       Gains and losses on disposal of an item of PPE are determined by comparing the proceeds from disposal with the
       carrying amount of the PPE, and are recognized net within other income in the consolidated statement of loss and
       comprehensive loss.


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


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


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

   A regular review of each property is undertaken to determine the appropriateness of continuing to carry forward costs in
   relation to exploration and evaluation of mineral properties. Should the carrying value of the expenditure not yet
   amortized exceed its estimated recoverable amount in any year, the excess is written off in the consolidated statement
   of loss and comprehensive loss. Costs incurred before the Company had obtained the legal rights to explore an area are
   recognized as expenses in the consolidated statement of loss and comprehensive loss.

   The Company recognized impairment of exploration and evaluation assets during the year ended June 30, 2015 in
   relation to the Northern DRC Project in the amount of $2,353,315.

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

   If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is
   charged to the consolidated statement of loss and comprehensive loss so as to reduce the carrying amount to its
   recoverable amount (i.e., the higher of fair value less cost to sell and value in use). Fair value less cost to sell is the
   amount obtainable from the sale of an asset or CGU in an arm?s length transaction between knowledgeable, willing
   parties, less the costs of disposal.



                                                       Page 16 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)


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

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

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

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

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

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

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

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

   When a contingency substantiated by confirming events, can be reliably measured and is likely to result in an economic
   outflow, a liability is recognized as the best estimate required to settle the obligation. A contingent liability is disclosed


                                                        Page 17 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
   where the existence of an obligation will only be confirmed by future events, or where the amount of a present
   obligation cannot be measured reliably. Contingent assets are only disclosed when the inflow of economic benefits is
   probable. When the economic benefit becomes virtually certain, the asset is no longer contingent and is recognized in
   the consolidated financial statements.

   The Company had no material provisions at June 30, 2016 and June 30, 2015.

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

o) Compound financial instruments
   Compound financial instruments issued by the Company comprise the convertible debenture that can be converted to
   share capital at the option of the holder, where the number of shares to be issued does not vary with changes in their
   fair value. The liability component of a compound financial instrument is recognized initially at the estimated fair value
   of a similar liability that does not have an equity conversion option. The equity component is recognized initially at the
   difference between the fair value of the compound financial instrument as a whole and the fair value of the liability
   component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion
   to their initial carrying amounts.

   Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized
   cost using the effective interest method. The equity component of a compound financial instrument is not re-measured
   subsequent to initial recognition except on conversion or expiry.


p) Newly Adopted Accounting Standards
   During year ended June 30, 2016, the Company has applied the following new and revised IFRS in these consolidated
   financial statements:

       -    IAS 1, ?Presentation of Financial Statements? (amendment); and
       -    IAS 27, ?Separate Financial Statements? (amendment)

   The adoption of these revised standards and interpretations did not have a significant impact on the Company?s
   consolidated financial statements.


q) Accounting Standards Issued But Not Yet Effective

   Certain pronouncements were issued by the International Accounting Standards Board (IASB) or the International
   Financial Reporting Interpretations Committee (IFRIC) that are mandatory for accounting periods on or after July 1, 2016
   or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded.
   The following have not yet been adopted and are being evaluated to determine their impact on the Company.

   IFRS 9 ? Financial Instruments (?IFRS 9?) was issued by the IASB in November 2009 with additions in October 2010 and
   May 2013 and will replace IAS 39 Financial Instruments: Recognition and Measurement (?IAS 39?). IFRS 9 uses a single
   approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules
   in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its
   business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39
   for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9, except that an
   entity choosing to measure a financial liability at fair value will present the portion of any change in its fair value due to


                                                        Page 18 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
    changes in the entity?s own credit risk in other comprehensive income, rather than within profit or loss. The new
    standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS
    9 is effective for annual periods beginning on or after January 1, 2018. Earlier adoption is permitted.

    IAS 12 ? Income Taxes (?IAS 12?) was amended in January 2016 to clarify that, among other things, unrealized losses on
    debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary
    difference regardless of whether the debt instrument?s holder expects to recover the carrying amount of the debt
    instrument by sale or by use; the carrying amount of an asset does not limit the estimation of probable future taxable
    profits; and estimates for future taxable profits exclude tax deduction resulting from the reversal of deductible
    temporary differences. The amendments are effective for annual periods beginning on or after January 1, 2017. Earlier
    adoption is permitted.

4. SUBSIDIARY AND INVESTMENT IN ASSOCIATE
    The table below sets out certain information in respect of the Company?s DRC subsidiary:


                                                                           Proportion of
Name of Subsidiary               Place of Incorporation                                             Principal Activity
                                                                         Ownership Interest
BRC DiamondCore Congo            Democratic Republic of the                                         Mineral
                                                                                 100%
SPRL                             Congo                                                              Exploration




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

                         Balance as at June 30, 2104                           2,331,238

                           Additions                                              22,077

                           Impairment                                         (2,353,315)

                         Balance as at June 30,2015                                    -

                           Additions                                                   -

                           Impairment                                                  -

                         Balance as at June 30,2016                                    -




Northern DRC Project


                                                       Page 19 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
The Northern DRC Project is located in Orientale Province of the DRC and had consisted of four exploration permits, two of
which were held by the Company directly through its DRC subsidiary and the balance of which were held through an option
agreement with the holder of the permits. During the year ended June 30, 2015, based on exploration results these four
exploration permits were relinquished by the Company and the Company recorded an impairment loss of $2,353,315 with
respect to the Northern DRC Project.

No segment report has been presented as the Company only operates in one segment.

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


7. 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 years ended June 30, 2016 and 2015 was as follows:

                               Year ended June 30,        Year ended June 30,
                                      2016                       2015

 Salaries                                $100,000                   $110,000
                                         $100,000                   $110,000


    b)      Other Related Parties

As at June 30, 2016, an amount of $252,813 (June 30, 2015 - $568,764) was owing to current directors and a former director
of the Company representing advances and consulting fees.

As at June 30, 2016, an amount of $29,068 was owed to Banro Corporation (?Banro?) related to shared expenses (June 30,
2015 - $93,928 was owed to Banro). Banro has a director in common with the Company and as of December 2015 had owned
common shares of the Company representing a 7.07% interest in the Company. As at June 30, 2016, Banro no longer owns any
shares of the Company.

As at June 30, 2016, an amount of $8,823 was owed from Gentor Resources Inc. and $8,542 was owed from Loncor Resources
Inc. (both Gentor and Loncor are companies with common directors) related to shared expenses.

                                      June 30, 2016              June 30, 2015
                                             $                         $
Due from related parties                     17,365                          -
Due to related parties                      281,881                    665,726



All amounts due to/from related parties are unsecured, non-interest bearing and due on demand.


8. CONVERTIBLE DEBENTURE
In January 2016, the Company issued a $1,300,000 unsecured convertible debenture (the ?Debenture?) to Norton Rose
Fulbright Canada LLP. The Debenture, which settled indebtedness to the creditor previously included in accounts payable in
the amount of $1,300,000, has a maturity date of June 18, 2018, bears interest at 2.5% per annum and is payable by Delrand


                                                       Page 20 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
on the maturity date, subject to an early redemption right held by Delrand. Accrued interest is payable on the maturity date,
provided, however, that Delrand may prepay accrued interest earlier, without penalty, at its discretion.

The terms of the Debenture also provide that (a) the holder shall have the option to convert the outstanding principal into
common shares of Delrand at a price of $0.50 per share (the ?Conversion Price?) and (b) within 30 days of the maturity date,
Delrand may elect to repay the outstanding principal in common shares of Delrand at the Conversion Price, provided that the
5 day per share volume-weighted average trading price of Delrand?s shares at that time is at least $0.50.

The value attributed to the equity conversion option was nil.

As of June 30, 2016, the balance of $1,314,959 includes accrued and unpaid interest of $14,959.


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

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

      In June 2016, the Company announced a non-brokered private placement of an aggregate of up to 300,000 common
      shares of the Company at a price of $0.40 per share for gross proceeds of up to $120,000. As this private placement
      closed subsequent to June 30, 2016, the proceeds received have been included in contributed surplus as shares to be
      issued at June 30, 2016.

      In February 2016, the Company consolidated its outstanding common shares on a two to one basis. Immediately prior to
      the consolidation, the Company had 30,781,581 common shares outstanding. Upon effecting the consolidation, and as of
      June 30, 2016, the Company had 15,390,825 common shares outstanding. Unless otherwise indicated, all share and
      warrant numbers have been adjusted to reflect the share consolidation to provide more comparable information.

      In January 2016, the Company closed a non-brokered private placement of an aggregate of 4,500,000 common shares of
      the Company at a price of $0.16 per share for gross proceeds of $720,000 (Arnold Kondrat, the Chief Executive Officer
      and a director of the Company, acquired 3,550,000 of such shares).

      In July 2014, the Company closed a non-brokered arm?s length private placement of 250,000 units of the Company at a
      price of $1.00 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 $1.50 for a period of two years.

                                Number of shares                                     Amount
                                      10,640,825
Balance at June 30, 2014                                                       $117,128,346

Shares issued for:
  Cash                                   250,000                                    217,456
                                      10,890,825
Balance at June 30, 2015                                                       $117,345,802


Shares issued for:
  Cash                                 4,500,000                                    720,000
                                      15,390,825
Balance at June 30, 2016                                                       $118,065,802



                                                        Page 21 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)


b)         Share purchase warrants
           In July 2014, the Company issued 125,000 warrants, with each such warrant entitling the holder to purchase one
           common share of the Company at a price of $1.50 until July 2016. As at June 30, 2016, all 125,000 warrants were
           outstanding. Subsequent to June 30, 2016, all 125,000 warrants expired unexercised.

c)         Stock option plan
           The Company has an Incentive Stock Option Plan (the ?Plan?) under which non-transferable options to purchase
           common shares of the Company may be granted to directors, officers, employees or service providers of the Company. A
           maximum of 10% of the issued and outstanding common shares of the Company may be reserved for issuance pursuant to
           the exercise of stock options. The terms of the Plan provide that the directors have the right to grant options to acquire
           common shares of the Company at not less than the closing market price of the shares on the day preceding the grant,
           at terms of up to ten years. The grant of stock options is subject to certain requirements of the stock option plan.

           As at June 30, 2016 and 2015, no stock options had been granted under the Company?s stock option plan.

d)         Loss per share
        Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the year
        ended June 30, 2016, amounting to 12,962,058 (year ended June 30, 2015: 10,828,496) common shares. Diluted loss per
        share was calculated using the treasury stock method. For the year ended June 30, 2016, total stock options of nil (2015:
        nil) and warrants of 125,000 (year ended June 30, 2015: 125,000) were excluded from the calculation of diluted loss per
        share as their effect would have been anti-dilutive. Items that are adjusted in the reconciliation to be excluded from the
        Company?s headline loss per share are impairment of exploration and evaluation assets.

                                             Year ended June 30, 2016        Year ended June 30, 2015




Loss for the year                                            (371,411)                     (4,375,171)
     Adjustments for headline loss                                  -                       2,353,315
Headline loss for the year                                   (371,411)                     (2,021,856)


Basic and diluted loss per share                                 (0.03)                         (0.40)
Headline loss per share                                          (0.03)                         (0.18)




10. 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;



                                                                 Page 22 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
       -   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 Level 2 during the reporting periods. The fair values of financial assets and
       liabilities carried at amortized cost are approximated by their carrying values. Cash is ranked Level 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.

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 tables indicate the impact of foreign currency exchange risk on net working capital as at June 30, 2016 and
       2015. The table below also provides a sensitivity analysis of a 10 percent strengthening of the Canadian dollar against
       foreign currencies as identified which would have increased (decreased) the Company?s net loss by the amounts shown in
       the table below. A 10 percent weakening of the Canadian dollar against the same foreign currencies would have had the
       equal but opposite effect as at June 30, 2016 and 2015.

       Year ended June 30, 2016:

                        `                         U.S. dollar                South African rand
                                                       $                            ZAR
Cash                                                   24,489                              (28)
Prepaids and other assets                                   -                                -
Accounts payable and accrued liabilities              (17,622)                        (330,682)
Total foreign currency financial assets and
liabilities                                             6,867                         (330,710)
Foreign exchange rate at               
June 30,2016                                           1.2917                           0.0880
Total foreign currency financial assets and
liabilities in CDN $                                    8,870                          (29,109)

Impact of a 10% strengthening or weakening
of the CDN $ on net loss                                  887                           (2,911)

                                                                 Page 23 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)




       Year ended June 30, 2015:




                        `                              U.S. dollar                South African rand
                                                            $                            ZAR
Cash                                                         4,068                               (27)
Prepaids and other assets                                        -                                 -
Accounts payable and accrued liabilities                   (21,352)                         (376,189)
Total foreign currency financial assets and
liabilities                                                  6,867                          (330,710)
Foreign exchange rate at               
June 30, 2015                                               1.2474                            0.1027
Total foreign currency financial assets and
liabilities in CDN $                                         8,870                           (29,109)

Impact of a 10% strengthening or weakening
of the CDN $ on net loss                                    (2,156)                           (3,864)



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, 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. As at June 30, 2016, accounts payable and accrued liabilities of $393,914 and amounts due to related parties of
       $281,881 are due within one year and represent all significant contractual commitments, obligations, and interest and
       principal repayments on financial liabilities. Please refer to Note 1, Continuation of the Business.

f) Mineral Property Risk



                                                                 Page 24 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
    The Company?s activities 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) 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, and a changing fiscal regime and by DRC?s
   underdeveloped industrial and economic infrastructure.

   The Company?s activities 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.

j) 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.

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

   There were no significant changes to the Company?s approach to capital management during the year ended June 30,
   2016.



                                                         Page 25 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)
   Neither the Company nor its subsidiary is subject to externally imposed capital requirements.




                                 As at June 30,         As at June 30,
                                          2016                   2015
Cash                            $       45,855        $         9,163
Share capital                   $  118,065,802        $   117,345,802
Deficit                         $ (128,288,756)       $  (127,917,345)
Contributed surplus             $    8,303            $     8,183,615


11. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiary 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.

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



                                                                              Year ended June              Year ended June
                                                                                 30, 2016                     30, 2015

Canadian basic Federal and Provincial Income Tax Rates                                 26.5%                      26.5%


Net loss before tax                                                                (371,411)                (4,375,171)


Recovery of income tax based on statutory rates                                     (98,000)                (1,159,000)
                         
                         Foreign rate differential                                    2,000                   (154,000)
                         Other                                                      (45,000)                         -
                         Unrecognized benefit of losses                             141,000                 (1,313,000)

Income tax                                                                                -                          -
expense
                                                        Page 26 of 27
Delrand Resources Limited
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
As at and for the years ended June 30, 2016 and 2015
(Expressed in Canadian dollars)


Unrecognized Income Tax Assets
As at June 30, 2016, the Company has unrecognized temporary differences of approximately $118,514,000 (June 30, 2015:
$116,295,000).

The following information summarizes the main temporary differences for which no deferred tax asset has been recognized:


                                                            June 30, 2016                             June 30, 2015


Deductible temporary differences                              $18,576,000                                $18,579,000
Tax losses                                                     99,938,000                                 97,716,000
Total                                                         118,514,000                                116,295,000


Deferred tax assets have not been recognized in respect of these items because the Company does not have a history of
taxable earnings.

The following table summarizes the Company?s net operating tax losses and deductible temporary differences not recognized
that can be applied against future taxable profit. The Company?s capital losses not recognized can be applied against future
capital gains.

Country                     Type                                           Amount         Expiry Date
Canada          Net operating losses                          $         7,722,000           2027-2036
Canada          Capital losses                                $        92,216,000           No expiry
Canada          Deductible temporary differences              $           754,000           No expiry
Congo           Deductible temporary differences              $        17,822,000           No expiry

JOHANNESBURG
12 September 2016

Sponsor
Arbor Capital Sponsors Proprietary Limited




                                                       Page 27 of 27

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