Royal Standard Minerals Inc.: Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

ROYAL STANDARD MINERALS INC. 

2011 AMENDED AND RESTATED STOCK OPTION PLAN 

	1. 	
      Purpose of Plan



The purpose of this plan (the "Plan") is to develop the
interest of bona fide Officers, Directors, Employees, Management Company
Employees, and Consultants of Royal Standard Minerals Inc. and its subsidiaries
(collectively, the "Corporation") in the growth and development of the
Corporation by providing them with the opportunity through stock options to
acquire an increased proprietary interest in the Corporation. 

	2. 	
      Administration



The Plan shall be administered by the Board of Directors of the
Corporation, or if appointed, by a special committee of Directors appointed from
time to time by the Board of Directors of the Corporation (such committee, or if
no such committee is appointed, the Board of Directors of the Corporation, is
hereinafter referred to as the "Committee") pursuant to rules of
procedure fixed by the Board of Directors. 

	3. 	
      Granting of Options



The Committee may from time to time designate bona fide
Directors, Officers, Employees, Management Company Employees and Consultants of
the Corporation (or in each case their personal holding companies)
(collectively, the "Optionees"), to whom options ("Options") to
purchase common shares ("Common Shares") of the Corporation may be
granted, and the number of Common Shares to be optioned to each, provided that:


	 	(a) 	
      the total number of Common Shares issuable pursuant to
      the Plan shall not exceed 16,770,765 Common Shares, subject to adjustment
      as set forth in section 10 hereof, and further subject to the applicable
      rules and regulations of all regulatory authorities to which the
      Corporation is subject, including the TSX Venture Exchange (the "TSX
      Venture");

	 	 	 
	 	(b) 	
      the number of Common Shares reserved for issuance, within
      a one-year period, to any one Optionee shall not exceed 5% of the
      Outstanding Common Shares;

	 	 	 
	 	(c) 	
      the number of Common Shares reserved for issuance, within
      a one-year period, to any one Consultant of the Corporation may not exceed
      2% of the Outstanding Common Shares;

	 	 	 
	 	(d) 	
      the aggregate number of Common Shares reserved for
      issuance, within a one-year period, to Employees or Consultants conducting
      Investor Relations Activities may not exceed 2% of the Outstanding Common
      Shares; and

	 	 	 
	 	(e) 	
      In the case of Options granted to Employees, Consultants,
      or Management Company Employees, the Corporation represents that the
      Optionee is a bona fide Employee, Consultant or Management Company
      Employee, as the case may be.







- 2 - 

	4. 	
      Vesting



The Committee may, in its sole discretion, determine the time
during which Options shall vest and the method of vesting. 

	5. 	
      Exercise Price



The exercise price (the "Exercise Price") of any Option
shall be fixed by the Committee when such Option is granted, provided that such
price shall not be less than the Discounted Market Price of the Common Shares,
or such other price as may be determined under the applicable rules and
regulations of all regulatory authorities to which the Corporation is subject,
including the TSX Venture. In the event that the Corporation proposes to reduce
the Exercise Price of Options granted to an Optionee who is an Insider of the
Corporation at the time of the proposed amendment, such amendment shall not be
effective until disinterested shareholder approval has been obtained in respect
of such Exercise Price reduction. 

	6. 	
      Option Terms



The period during which an Option is exercisable shall, subject
to the provisions of the Plan requiring acceleration of rights of exercise, be
such period as may be determined by the Committee at the time of grant, but
subject to the rules of any stock exchange or other regulatory body having
jurisdiction (presently restricted to five years). Each Option shall, among
other things, contain provisions to the effect that the Option shall be personal
to the Optionee and shall not be assignable or transferable. In addition, each
Option shall provide that: 

	 	(a) 	
      upon the death of the Optionee, the Option shall
      terminate on the date determined by the Committee, which date shall not be
      later than the earlier of the expiry date of the Option and one year from
      the date of death (the "Termination Date");

	 	 	 
	 	(b) 	
      if the Optionee shall no longer be a Director or Officer
      of, be in the employ of, or be providing ongoing management or consulting
      services to the Corporation, the Option shall terminate on the earlier of
      the expiry date of the Option and the expiry of the period (the
      "Termination Date"), not in excess of 90 days prescribed by the
      Committee at the time of grant, following the date that the Optionee
      ceases to be a Director, Officer or Employee of the Corporation, or ceases
      to provide ongoing management or consulting services to the Corporation,
      as the case may be; and

	 	 	 
	 	(c) 	
      if the Option is granted to an Optionee who is engaged in
      Investor Relations Activities on behalf of the Corporation, the Option
      shall terminate on the earlier of the expiry date of the Option and the
      expiry of the period (the "Termination Date"), not in excess of 30
      days prescribed by the Committee at the time of grant, following the date
      that the Optionee ceases to provide ongoing Investor Relations
      Activities;



provided that the number of Common Shares that the Optionee (or
his heirs or successors) shall be entitled to purchase until the Termination
Date shall be the number of Common Shares which the Optionee was entitled to
purchase on the date of death or the date the Optionee ceased to be an Officer,
Director or Employee of, or ceased providing ongoing management or consulting
services to, the Corporation, as the case may be. 




- 3 - 

	7. 	
      Exercise of Option



Subject to the provisions of the Plan, an Option may be
exercised from time to time by delivery to the Corporation at its head office,
or such other place as may be specified by the Corporation, of a written notice
of exercise specifying the number of Common Shares with respect to which the
Option is being exercised and accompanied by payment in full of the purchase
price of the Common Shares then being purchased. 

If the Corporation is required under the Income Tax
Act (Canada) or any other applicable law to remit to any governmental
authority an amount on account of tax on the value of any taxable benefit
associated with the exercise or disposition of Options by an Optionee, then the
Optionee shall, concurrently with the exercise or disposition: 

	 	(a) 	
      pay to the Corporation, in addition to the exercise price
      for the Options, if applicable, sufficient cash as is determined by the
      Corporation to be the amount necessary to fund the required tax
      remittance;

	 	 	 
	 	(b) 	
      authorize the Corporation, on behalf of the Optionee, to
      sell in the market on such terms and at such time or times as the
      Corporation determines such portion of the Shares being issued upon
      exercise of the Options as is required to realize cash proceeds in the
      amount necessary to fund the required tax remittance; or

	 	 	 
	 	(c) 	
      make other arrangements acceptable to the Corporation to
      fund the required tax remittance.




	8. 	
      Mergers, Amalgamation and
Sale



If the Corporation shall become merged (whether by plan of
arrangement or otherwise) or amalgamated within or with another corporation or
shall sell the whole or substantially the whole of its assets and undertakings
for shares or securities of another corporation, the Corporation shall, subject
to this Section 8, make provision that, upon exercise of an Option during its
un-expired period after the effective date of such merger, amalgamation or sale,
the Optionee shall receive such number of shares of the continuing successor
corporation in such merger or amalgamation or the securities or shares of the
purchasing corporation as the Optionee would have received as a result of such
merger, amalgamation or sale if the Optionee had purchased the shares of the
Corporation immediately prior thereto for the same consideration paid on the
exercise of the Option and had held such shares on the effective date of such
merger, amalgamation or sale and, upon such provision being made, the obligation
of the Corporation to the Optionee in respect of the Common Shares subject to
the Option shall terminate and be at an end and the Optionee shall cease to have
any further rights in respect thereof. 

	9. 	
      Termination of Option in the Event of Take-Over
      Bid



In the event a take-over bid (as defined in the Securities
Act (British Columbia), which is not exempt from the take-over bid
requirements of Part 13 of the Securities Act (British Columbia) (or its
replacement or successor provisions) shall be made for the Common Shares of the
Corporation, the Corporation may in the agreement providing for the grant of
Options herein provide that the Corporation may require the disposition by the
Optionee and the termination of any obligations of the Corporation to the
Optionee in respect of any Options granted by paying to the Optionee in cash the
difference between the exercise price of unexercised Options and the fair market
value of the securities to which the Optionee would have been entitled upon
exercise of the unexercised Options on such date, which determination of fair
market value shall be conclusively made by the Committee, subject to approval by
the stock exchanges upon which the Common Shares are then listed, if required by such exchanges. Upon payment as
aforesaid, the Options shall terminate and be at an end and the Optionee shall
cease to have any further rights in respect thereof. 




- 4 - 

	10. 	
      Alterations in Shares



Appropriate adjustments in the number of Common Shares optioned
and in the Exercise Price, as regards Options granted or to be granted, may be
made by the Committee in its discretion to give effect to adjustments in the
number of Common Shares of the Corporation resulting subsequent to the approval
of the Plan by the Committee from subdivisions, consolidations or
reclassifications of the Common Shares of the Corporation, the payment of stock
dividends by the Corporation, or other relevant changes in the capital of the
Corporation. 

	11. 	
      Option Agreements



A written agreement will be entered into between the
Corporation and each Optionee to whom an Option is granted hereunder, which
agreement will set out the number of Common Shares subject to Option, the
Exercise Price, provisions as to vesting and expiry, and any other terms
approved by the Committee, all in accordance with the provisions of this Plan.
The agreement will be in such form as the Committee may from time to time
approve, or authorize the officers of the Corporation to enter into, and may
contain such terms as may be considered necessary in order that the Option will
comply with this Plan, any provisions respecting Options in the income tax or
other laws in force in any country or jurisdiction of which the person to whom
the Option is granted may from time to time be a resident or citizen, and the
rules of any regulatory body having jurisdiction over the Corporation. 

	12. 	
      Regulatory Authorities
Approvals



The Plan shall be subject to the approval, if required, of any
stock exchange on which the Common Shares are listed for trading. Any Options
granted prior to such approval shall be conditional upon such approval being
given, and no such Options may be exercised unless such approval, if required,
is given. 

	13. 	
      Amendment or Discontinuance of the
  Plan



The Committee may amend or discontinue the Plan at any time,
provided that no such amendment may, without the consent of the Optionee, alter
or impair any Option previously granted to an Optionee under the Plan, and
provided further that any amendment to the Plan will require the prior consent
of the TSX Venture Exchange, or such other or additional stock exchange on which
the Common Shares are listed for trading.

	14. 	
      Common Shares Duly Issued



Common Shares issued upon the exercise of an Option granted
hereunder will be validly issued and allotted as fully paid and non-assessable
upon receipt by the Corporation of the Exercise Price therefor in accordance
with the terms of the Option, and the issuance of Common Shares thereunder will
not require a resolution or approval of the Board of Directors of the
Corporation. 

	15. 	
      Prior Plans



This Plan entirely replaces and supersedes prior share option
plans enacted by the Board of Directors of the Corporation, or its predecessor
corporations. 




- 5 - 

	16. 	
      Definitions

	 	 	 
		(a) 	
      In this Plan, capitalized terms used herein that are not
      otherwise defined herein shall have the meaning ascribed thereto in the
      Corporate Finance Manual of the TSX Venture Exchange, and in particular,
      in policies 1.1 and 4.4 of the Corporate Finance Manual.

	 	 	 
		(b) 	
      "Outstanding Common Shares" at the time of any
      share issuance or grant of Options means the number of Common Shares that
      are outstanding immediately prior to the share issuance or grant of
      Options in question on a non-diluted basis, or such other number as may be
      determined under the applicable rules and regulations of all regulatory
      authorities to which the Corporation is subject, including the TSX Venture
      Exchange.

	 	 	 
	17. 	
      Effective Date



This Plan, as originally affirmed by the shareholders of the
Corporation on June 27, 2003, was amended and approved by the directors of the
Corporation effective December 12, 2011 and approved by the shareholders on
January 11, 2012.