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To the Shareholders ofDiversified Royalty Corp . 

## INDEPENDENT AUDITORS’ REPORT 

We have audited the accompanyingconsolidated financial statements of Diversified Royalty Corp. , which comprise the consolidated statements of financial position as at December 31, 2014and December 31, 2013, the consolidated statements ofoperations and comprehensive income(loss), changes in equity and cash flows for the year s then ended, and notes, comprising a summary of significant accounting policies and other explanatory informati on. 

## Management’s Responsibility for the ConsolidatedFinancial 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. 

## Auditors’ Responsibility 

Our responsibility is to expressan opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. 

Those standards require that we comply with ethical requirements and plan and perform the au dit 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 consolidatedfinancial statements. The procedures selected depend on our 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, we consider 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 theentity’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 consolidated financial position ofDiversified Royalty Corp.as at December 31, 2014and December 31, 2013, and its consolidatedfinancial performance and itsconsolidated cash flows for the year s then ended in accordance with International Financial Reporting Standard s . 

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March 20, 2015 Vancouver,Canada 

