Telephone (604) 691-3000  Fax  (604) 691-3031  www.kpmg.ca KPMG LLP  PO Box 10426 777 Dunsmuir Street  Vancouver BC V7Y 1K3  Canada INDEPENDENT AUDITORS’ REPORT  To the Shareholders ofDiversified Royalty Corp .  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 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. 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.  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 .  Opinion Auditors’ Responsibility Management’s Responsibility for the ConsolidatedFinancial Statements Chartered Accountants March 20, 2015  Vancouver,Canada KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG  network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. KPMG Canada provides services to KPMG LLP.