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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____to _____

COMMISSION FILE NUMBER000-52391

ROYAL MINES AND MINERALS
CORP.(Exact name of registrant as specified in its
charter)

|NEVADA                                                             | 20-4178322                          
|------------------------------------------------------------------ | ------------------------------------
|State or other jurisdiction of incorporation or
      organization | (I.R.S. Employer Identification No.)
|                                                                   |                                     
|Suite 112, 2580 Anthem Village Dr.                                 |                                     
|Henderson, NV                                                      | 89052                               
|(Address of principal executive offices)                           | (Zip Code)                          

Registrant's telephone number, including area code: (702)
588-5973

Securities registered pursuant to Section 12(b) of the Act:
NONE.

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act.[ ]Yes    [ x
]No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.[ ]Yes    [ x
]No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[ x ]Yes[ ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    [
] Yes    [ ] No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [
]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]
    Accelerated filer [ ]Non-accelerated filer [ ] (Do not check if a smaller
      reporting company)
    Smaller reporting company[ x ]


Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).[ ] Yes[ x ]No

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $4,573,404 as of October 29,
2010,based on the price at which the common equity was
last sold on the OTC Bulletin Board.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of July 29, 2011, the Registrant had 171,440,352 shares of common stock
outstanding.

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|ROYAL MINES AND MINERALS CORP.   
|---------------------------------
|ANNUAL REPORT ON FORM 10-K       
|FOR THE YEAR ENDED APRIL 30, 2011
|                                 
|TABLE OF CONTENTS                

|               |                   |                                                                                                                          | PAGE
|-------------- | ----------------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|PART
      I   |                   | 3                                                                                                                       
|               | ITEM
      1.     | BUSINESS                                                                                                                 | 3   
|               | ITEM
      1A.    | RISK
      FACTORS                                                                                                       | 8   
|               | ITEM
      2.     | PROPERTIES                                                                                                               | 11  
|               | ITEM
      3.     | LEGAL
      PROCEEDINGS                                                                                                  | 14  
|PART
      II  |                   | 15                                                                                                                      
|               | ITEM
      5.     | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 15  
|               | ITEM
      7.     | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                             | 15  
|               | ITEM
      8.     | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.                                                                       | 20  
|               | ITEM
      9.     | CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE                         | 21  
|               | ITEM
      9A(T). | CONTROLS
      AND PROCEDURES                                                                                            | 21  
|               | ITEM
      9B.    | OTHER
      INFORMATION                                                                                                  | 22  
|PART
      III |                   | 23                                                                                                                      
|               | ITEM
      10.    | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                            | 23  
|               | ITEM
      11.    | EXECUTIVE
      COMPENSATION.                                                                                            | 25  
|               | ITEM
      12.    | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.              | 26  
|               | ITEM
      13.    | CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                         | 30  
|               | ITEM
      14.    | PRINCIPAL
      ACCOUNTING FEES AND SERVICES.                                                                            | 31  
|PART
      IV  |                   | 32                                                                                                                      
|               | ITEM
      15.    | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES.                                                                           | 32  
|SIGNATURES     | 35               

Page 2 of 35

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PART I

The information in this discussion contains forward-looking
statements. These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate, "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks described below, and, from time to time, in other reports the Company
files with the United States Securities and Exchange Commission (the SEC).
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The Company disclaims any obligation to publicly
update these statements, or disclose any difference between its actual results
and those reflected in these statements.

As used in this Annual Report, the terms we, us, our,
Royal Mines, and the Company mean Royal Mines And Minerals Corp., unless
otherwise indicated.

All dollar amounts in this Annual Report are expressed in
U.S. dollars, unless otherwise indicated.

|ITEM 1. | BUSINESS.
|------- | ---------

Overview

We were incorporated on December 14, 2005 under the laws of the
State of Nevada. We are an exploration stage company and our primary objectives
are to: (i) commercially extract and refine precious metals from our own and
others leachable assets; (ii) use our lixiviation processes (Cholla and
thiourea) to convert specific ore bodies and fly ash landfills/monofills into
valuable assets, and (iii) joint venture, acquire and develop mining projects in
North America.

We are focusing our business on commercially processing
specific fly ash and other mineable ores, using a closed loop, leach process
that exposes extractable gold (the Cholla Process) at our processing and
refining plants located in Phoenix, Arizona (the Phoenix Facility) and
Scottsdale, Arizona (the Scottsdale Facility). Our facilities have a capacity
to process up to 10 tons per day. In our Phoenix Facility, we also utilize our
environmentally friendly proprietary technology for the extraction of precious
metals using thiourea stabilization (the Lixiviation Technology). The use of
thiourea stabilization is more environmentally friendly than cyanide or sulfuric
acid, which have traditionally been used for this purpose. See Facilities and
Technologies below.

We entered into a Memorandum of Understanding dated October 19,
2010 with Golden Anvil, SA de CV (Golden Anvil) with respect to the proposed
formation and funding of a proposed joint venture for the exploration and
development of mineral concessions owned by Golden Anvil in the State of
Nayarit, Mexico (the Golden Anvil Mine). We had previously entered into a
Letter of Intent and a Toll Processing Agreement in connection with the proposed
Joint Venture and the processing of concentrates at our Phoenix Facility. See
Golden Anvil below.

We also plan to engage in the exploration and development of
our Piute Valley Property located in Clark County, Nevada. Our Piute Valley
Property is a potential gold project that consists of a mineral lease covering
20.61 acres of patented claims (the Smith Lease) and an option to acquire a
7/8thinterest in 20 unpatented claims (the BLM Claims) located
near the Smith Lease. Each BLM Claim is comprised of 160 acres. See The Piute
Valley Property below.

We are actively seeking to enter into joint ventures with third
parties who have legal rights to fly ash resources, including
landfills/monofills. There are no assurances that we will be able to
commercially extract precious metals from fly ash or other mineable ores using
our Cholla or thiourea processes or that we will be able to enter into joint
ventures for the exploration and development of additional mining projects.

Recent Corporate Developments

The following corporate developments occurred since the filing
of our Form 10-Q for fiscal quarter ended January 31, 2011:

Page 3 of 35

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Compensatory Stock Awards

On March 28, 2011, we granted compensatory stock awards
totaling 2,550,000 common shares to certain officers and consultants, 900,000
shares of which were awarded to Jason S. Mitchell, our Chief Financial Officer,
Secretary and Treasurer and 900,000 shares were awarded to Michael C. Boyko, one
of our directors in his capacity as a consultant. The stock awards were issued
at a deemed price of $0.05 per share in exchange for services provided by the
grantees and were issued pursuant to Section 4(2) of the Securities Act of 1933
(the Securities Act) as the grantees were sophisticated and had a relationship
with the Company that provided them with access to information needed to make
their investment decision. The stock awards were approved by the Companys board
of directors on March 28, 2011 on the basis that due to our limited financial
resources, the officers and consultants were not being adequately compensated by
the salary or consulting fees they receive.

Dismissal and Appointment of Independent Registered Public
Accounting Firm

On May 2, 2011, we dismissed Sarna & Company (Sarna), as
our independent registered public accounting firm and appointed De Joya Griffith
& Company, LLC, ("De Joya") as our new independent registered public
accounting firm.

Issuance of Common Stock

On July 13, 2011, we issued an aggregate of 23,020,000 Units
(the "Units") at a price of $0.05 per Unit in separate concurrent private
placement offerings for aggregate proceeds of $1,151,000 as described below.
Each Unit is comprised of one share of our common stock and one share purchase
warrant, with each warrant entitling the holder to purchase an additional share
of our common stock at an exercise price of $0.10 per share for a two year
period from the date of issuance.

|(a) | US Private Placement: We issued 21,700,000
      Units for cash proceeds of $500,000 and to settle outstanding indebtedness
      of $585,000. The issuances were completed pursuant to the provisions of
      Rule 506 of Regulation D of the United States Securities Act of 1933, as
      amended (the Act). Each subscriber represented that they were an
      accredited investor as defined under Regulation D of the Act.                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b) | Section 4(2) Private Placement:We
      issued 1,320,000 Units to settle outstanding indebtedness of $66,000. The
      issuances were completed pursuant to the provisions of Section 4(2) of the
      Act. Each of the subscribers were corporations, all of the shares of which
      are owned by directors or executive officers or close personal friends,
      relatives or business associates of a director or executive officer of the
      Company.

Facilities and Technologies

Our Phoenix Facility is an industrial building of approximately
9,800 square feet located in Phoenix, Arizona. The Phoenix Facility is designed
as a compact, modular, cost efficient, turn-key operation, with a capacity of
processing 4 tons of fly ash per day. In processing fly ash at our Phoenix
Facility, we utilize our Cholla Process and our Lixiviation Technology, being a
closed loop, zero liquid discharge, leach extraction process. Below is a diagram
of a 2 ton per hour processing circuit. The circuit at our Phoenix Facility is
smaller in size, however we expect to lease additional equipment to increase our
capacity.

Page 4 of 35

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We acquired our interest in the Lixiviation Technology and our
Phoenix Facility on April 2, 2007 under the terms of a Technology and Asset
Purchase Agreement (the Technology Agreement) with New Verde River Mining Co.,
Inc. (New Verde) and Robert H. Gunnison. In consideration of the Lixiviation
Technology and the Phoenix Facility, we paid and issued the following:

| | (a) | $300,000 to New Verde for the purchase of the equipment
      within the Phoenix Facility as follows:
| | --- | -----------------------------------------------------------------------------------------------------
| |     |                                                                                                      
| |     | (i)                                                                                                  
| |     |                                                                                                      
| |     | (ii)                                                                                                 
| |     |                                                                                                      
| | (b) | issued 2,000,000 shares to Mr. Gunnison for the
      Lixiviation Technology.                        

Concurrent with the acquisition of the Lixiviation Technology
and the Phoenix Facility, we entered into an Employment Agreement dated April 2,
2007 (the Employment Agreement) with Robert H. Gunnison whereby Mr. Gunnison
agreed to act as our Production Manager commencing on April 2, 2008. In
consideration of Mr. Gunnisons services, we pay Mr. Gunnison a salary of
$120,000 per annum.

On March 13, 2009, we entered into the Payment Extension and
License Agreement with New Verde and Mr. Gunnison whereby New Verde and Mr.
Gunnison agreed to extend the deadline for the balance owed to New Verde to June
30, 2010. In consideration of the extension, we agreed to pay interest at 6% per
annum on the balance owing to New Verde. We also agreed to grant New Verde and
Mr. Gunnison a non-exclusive worldwide license on the Technology (the
License). The License will only take effect in the event of the termination of
the employment agreement between Mr. Gunnison and the Company. New Verde and Mr.
Gunnison will not be permitted to assign or sub-license without our prior
written approval. On July 22, 2010 and July 7, 2011, we entered into a payment
extension with New Verde and Mr. Gunnison whereby New Verde and Mr. Gunnison
agreed to extend the deadline for the balance owed to New Verde to June 30, 2011
and June 30, 2012, respectively. In consideration of the extension, we agreed to
extend the accrual of interest at 6% per annum on the balance owing to New
Verde.

Our Scottsdale Facility is an industrial building of
approximately 6,825 square feet located in Scottsdale, Arizona. The Scottsdale
Facility is designed specifically for processing fly ash using our Cholla
Process, a closed-loop, modular, turn-key, leaching operation, with a capacity
of processing 6 tons of fly ash per day. We are in the process of leasing
additional equipment to increase our capacity.

We have yet to realize significant revenues from our Cholla
Process and Lixiviation Technology.

Page 5 of 35

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Golden Anvil

On October 19, 2010, we executed a Memorandum of Understanding
with Golden Anvil, SA de CV (Golden Anvil) with respect to the formation of a
proposed Joint Venture for the exploration, development and production of
mineral concessions owned by Golden Anvil in the State of Nayarit, Mexico (the
Golden Anvil Mine). The Memorandum of Understanding further defines the terms
of the proposed Joint Venture as contemplated in a Letter of Intent dated
October 21, 2009.

Previous, we loaned to Golden Anvil a total of $600,000 (the
Loan) to permit Golden Anvil to establish a new facility (the Processing
Plant) in Mexico for the purposes of concentrating ore mined from the Golden
Anvil Mine. We also toll process concentrates from the Golden Anvil Mine at our
Phoenix Plant under the terms of the Toll Processing Agreement.

Under the terms of the Memorandum of Understanding, we formed a
Nevada corporation called Golden Anvil Inc. (the Joint Venture Company) and
planned to contribute funding to the Joint Venture Company totaling $3,000,000
(the Funding Amount), including the amount of the Loan. Upon our providing the
Funding Amount, Golden Anvil would transfer 100% of the Golden Anvil Mine and
the Processing Plant (the Golden Anvil Assets) to the Joint Venture Company.
The additional $2,400,000 is to be funded as follows:

| | (a) | $300,000 within 45 days of the date of the Memorandum of
      Understanding (which has been paid); and                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                        
| | (b) | The balance of $2,100,000 within 180 days of the date
      that Golden Anvil delivers to the Phoenix Plant the first 20 tons of
      concentrate generated from the Processing Plant.

If we are able to complete the funding, of which there is no
assurance, and Golden Anvil transfers the assets in the Joint Venture Company,
the Joint Venture Company will be owned 50% by us and 50% by Golden Anvil.

In the event that we are unable to raise the Funding Amount in
the time required, we will forfeit our right to proceed with the Joint Venture
and the Loan will be payable in 12 months with interest at 18% from the dates of
advancement and secured by the Golden Anvil Assets.

The final terms of the Joint Venture will be set out in a
formal agreement currently being prepared by legal counsel for the parties.
There is no assurance that we will enter into a formal agreement.

The concentration plant has begun operations at a projected
production rate of 50 tons of head ore per day, resulting in 3 to 4 tons of
concentrate per week. The weekly concentrates are being processed and sold in
Mexico to pay for the Processing Plants operations.

Currently, we are working with the management of Golden Anvil
to move the Golden Anvil Assets to an entity on the Toronto Stock Exchange, from
which we would receive a percentage ownership via common stock from the
conversion of our Loan.

The Piute Valley Property

The Piute Valley Property is a potential gold project
consisting of the Smith Lease and the BLM Claims. We intend to focus our
operations on the Smith Lease and other leasable, patented mining property
adjacent to our Piute Valley Property.

The Smith Lease is a leased patented mineral claim covering
approximately 20.61 acres located in Clark County, Nevada. We acquired our
interest in the Smith Lease upon entering into a Restatement and Amendment to
Lease Agreement dated April 12, 2007 (the Lease Agreement) with Erline Y.
Smith, Trustee, Erline Y. Smith Trust and Lawana Hooper (collectively referred
to as the Lessors). Under the terms of the Lease Agreement, we were granted
the right to explore, and if proved feasible, develop the Smith Lease. These
rights were granted as a lease for a term of 20 years. As consideration for the
Smith Lease, we agreed to do the following:

| | (a) | pay $5,000 to the Lessors upon execution of the Lease
      Agreement (which amount has been paid);
| | --- | ---------------------------------------------------------------------------------------------------

Page 6 of 35

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| | (b) | pay an annual rental fee of $1,000 to the Lessors per
      each five acre parcel of the Smith Lease (we have paid the annual rental
      fee through August 13, 2011); and                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                     
| | (c) | pay an annual royalty equal to five percent of net
      smelting profit from production. Net smelting profit is defined as the
      net profit derived from the sale of metals and minerals produced from the
      Smith Lease.

In addition to the Smith Lease, our BLM Claims consist of an
option to acquire a 7/8thundivided interest in 20 mineral claims,
covering approximately 3,200 acres located in Clark County, Nevada. Readers are
cautioned that eight of the BLM Claims appear to be invalid due to conflicts
with patented claims or more senior claims. We are investigating this further in
order to determine the exact extent of the conflict with these claims.

Under the terms of various option agreements entered into in
January 2007 (the Option Agreements) with certain optionors (the Optionors),
we are required to issue to the Optionors the following consideration in order
to maintain and exercise our option on the BLM Claims:

| | (a) | 1,050,000 shares of common stock on execution of the
      Option Agreements (which shares have been issued);
| | --- | -------------------------------------------------------------------------------------------------------------
| |     |                                                                                                              
| | (b) | an additional 420,000 shares of common stock on the fifth
      anniversary of the Option Agreements; and    
| |     |                                                                                                              
| | (c) | an additional 210,000 shares of common stock on the tenth
      anniversary of the Option Agreements.        

Compliance with Government Regulation

Our activities are subject to extensive federal, state, and
local regulations in the United States. These statutes regulate the mining of
and exploration for mineral properties, and also the possible effects of such
activities upon the environment. Future legislation and regulations could cause
additional expense, capital expenditures, restrictions and delays in the
development of the Piute Valley Property, the extent of which cannot be
predicted. Our Piute Valley Property is comprised of patented and unpatented
mining claims located on federal land managed by the U.S. Bureau of Land
Management. Mining activities on the Piute Valley Property must be carried out
in accordance with a permit issued by the Bureau of Land Management.

Other regulatory requirements monitor the following:

| | (a) | Explosives and explosives handling.                                   
| | --- | ----------------------------------------------------------------------
| | (b) | Use and occupancy of site structures associated with
      mining.    
| | (c) | Hazardous materials and waste disposal.                               
| | (d) | State Historic site preservation.                                     
| | (e) | Archaeological and paleontological finds associated with
      mining.
| | (f) | Wildlife preservation.                                                

The State of Nevada adopted the Mined Land Reclamation Act (the
Nevada Act) in 1989 that established design, operation, monitoring and closure
requirements for all mining facilities. The Nevada Act has increased the cost of
designing, operating, monitoring and closing new mining facilities and could
affect the cost of operating, monitoring and closing existing mining facilities.
The State of Nevada has also adopted reclamation regulations. The Nevada Act
also requires reclamation plans and permits for exploration projects that will
result in more than five acres of surface disturbance.

In the context of environmental permitting, we must comply with
known standards, existing laws and regulations that may entail greater or lesser
costs and delays, depending on the nature of the activity to be permitted and
how stringently the regulations are implemented by the permitting authority. We
are not presently aware of any specific material environmental constraints
affecting our property that would preclude the economic development or operation
of any specific property.

Page 7 of 35

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If our property merits additional exploration or extraction
work, it is reasonable to expect that compliance with environmental regulations
will increase our costs. Such compliance may include feasibility studies on the
surface impact of our proposed operations, costs associated with minimizing
surface impact, water treatment and protection, reclamation activities,
including rehabilitation of various sites, on-going efforts at alleviating the
mining impact on wildlife and permits or bonds as may be required to ensure our
compliance with applicable regulations. It is possible that the costs and delays
associated with such compliance could become so prohibitive that we may decide
to not proceed with exploration, development, or mining operations on our
mineral property.

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than we do. Accordingly, these competitors may be able to
spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

We will also compete with other junior mineral exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior mineral exploration companies. The presence of
competing junior mineral exploration companies may impact our ability to raise
additional capital in order to fund our exploration programs if investors are of
the view that investments in competitors are more attractive based on the merit
of the mineral properties under investigation and the price of the investment
offered to investors. We will also compete with other junior and senior mineral
companies for available resources, including, but not limited to, professional
geologists, camp staff, helicopter or float planes, mineral exploration supplies
and drill rigs.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark. We intend to seek patents with respect to the Lixiviation
Technology.

Research and Development Expenditures

During our fiscal year ended April 30, 2011, we spent
approximately $902,546 on research and development costs. In fiscal 2010, we
spent approximately $846,732 on research and development costs.

Employees

Other than our executive officers and directors, we do not have
any employees at the time of this Annual Report.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, we may not be able
to continue our operations at our Facilities, enter into the proposed Joint
Venture with Golden Anvil or complete our exploration and development programs
on the Piute Valley Property.

Page 8 of 35

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As at April 30, 2011, we had cash on hand of $17,805 and
accumulated net loss of $11,286,974 since inception. Our plan of operation calls
for significant expenses in connection with the operation of our Phoenix
Facility and Scottsdale Facility, the entry into the proposed Joint Venture with
Golden Anvil and the exploration and development of our Piute Valley Property.
If we are unable to raise sufficient financing, there is a substantial risk that
we will be unable to meet payments of principal and interest to our creditors
and pay our consultants and employees. In addition, we will require substantial
financing in order to implement our plan of operation over the next twelve
months.

Our Board of Directors has approved the U.S. Private Placement
and the Foreign Private Placement offerings. To date, we have issued 4,300,000
units under the U.S. Private Placement and 8,450,000 units under the Foreign
Private Placement. However, there is no assurance that we will be able to
complete the sale of any additional securities under these private placement
offerings. Even if we complete the sale of all of the securities offered under
these private placement offerings, there is no assurance that this will satisfy
all of our working capital requirements for the next twelve months or that these
funds will be sufficient to complete our planned exploration and development
programs.

Because we are an exploration stage company, we face a high
risk of business failure.

We have commenced earning revenues, although minimal, from the
processing of ore at our Phoenix Facility. Our primary business activities have
involved the acquisition of the Piute Valley Property, the exploration and
development on the Piute Valley Property and the commencement of operations at
our Phoenix Facility and Scottsdale Facility. Potential investors should be
aware of the difficulties normally encountered by exploration stage companies
and the high rate of failure of such enterprises. The likelihood of success must
be considered in light of the problems, expenses, difficulties, complications
and delays encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems include, but are
not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates.

Because we anticipate our operating expenses will increase
prior to our earning significant revenues, we may never achieve
profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses prior to realizing any
significant revenues. We therefore expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate significant
revenues from the operation of our Phoenix Facility and Scottsdale Facility or
the exploration and development of our mineral property and the production of
minerals thereon, if any, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we may not be able to ever
generate any operating revenues or achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.

Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.

The search for valuable minerals as a business is extremely
risky. We may not find commercially exploitable reserves of precious metals on
our mineral claims. Exploration for minerals is a speculative venture,
necessarily involving substantial risk. The expenditures to be made by us in the
upcoming exploration of the mineral claims may not result in the discovery of
commercial quantities of ore. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities.

The search for valuable minerals involves numerous hazards. As
a result, if and when we conduct exploration activities we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.

Page 9 of 35

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There is no assurance that our due diligence requirements
will be satisfied or that we will be able to reach a joint venture agreement
with Golden Anvil under the terms of the Memorandum of Understanding.

There is no assurance that the proposed transaction with Golden
Anvil will be completed as planned or at all. If we decide to proceed with the
joint venture, there is no assurance that we will be able to reach an agreement
or that we will have sufficient financing to fund the proposed Joint
Venture.

Even if we discover commercial reserves of precious metals
on our Piute Valley Property, we may not be able to successfully obtain
commercial production.

Our Piute Valley Property does not contain any known bodies of
ore. If our exploration programs are successful in discovering ore of commercial
tonnage and grade, we will require additional funds in order to place those
mineral claims into commercial production. At this time, there is a risk that we
will not be able to obtain such financing as and when needed.

In order to maintain our rights to the Piute Valley
Property, we will be required to make annual filings with federal and state
regulatory agencies and/or be required to complete assessment work on those
properties.

In order to maintain our rights to the Piute Valley Property,
we will be required to make annual filings with federal and state regulatory
authorities. Currently the amount of these fees is minimal; however, these
maintenance fees are subject to adjustment. In addition, we may be required by
federal and/or state legislation or regulations to complete minimum annual
amounts of mineral exploration work on the Piute Valley Property. A failure by
us to meet the annual maintenance requirements under federal and state laws
could result in the loss of our rights to the Piute Valley Property.

As we undertake exploration of our Piute Valley Property, we
will be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several government regulations that materially
restrict the exploration of minerals. We may be required to obtain work permits,
post bonds and perform remediation work for any physical disturbance to the land
in order to comply with these laws. While our planned exploration program
budgets for regulatory compliance, there is a risk that new regulations could
increase our costs of doing business and prevent us from carrying out our
exploration program.

Certain work to be performed on our mineral projects may
require us to apply for permits from federal, state or local regulatory
bodies.

If our applications for permits from the relevant regulatory
bodies are denied, we may not be able to proceed with our exploration and
development programs as disclosed above, which could have a negative effect on
our business.

If we receive positive results from our exploration program
and we decide to pursue commercial production, we may be subject to an
environmental review process that may delay or prohibit commercial production.

If the results of our geological exploration program indicate
commercially exploitable reserves, and we decide to pursue commercial production
of our mineral property, we may be subject to an environmental review process
under environmental assessment legislation. Compliance with an environmental
review process may be costly and may delay commercial production. Furthermore,
there is the possibility that we would not be able to proceed with commercial
production upon completion of the environmental review process if government
authorities did not approve our mine or if the costs of compliance with
government regulation adversely affected the commercial viability of the
proposed mine.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan and our business will fail.

Our success will largely depend on our ability to hire highly
qualified personnel with experience in geological exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired. Our
failure to hire key personnel when needed could have a significant negative
effect on our business.

Page 10 of 35

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If we complete additional financings through the sale of
shares of our common stock, our existing stockholders will experience
dilution.

The most likely source of future financing presently available
to us is through the issuance of our common stock. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently contemplated.
Issuing shares of our common stock, for financing purposes or otherwise, will
dilute the interests of our existing stockholders.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

Our common stock is considered to be a penny stock since it
does not qualify for one of the exemptions from the definition of penny stock
under Section 3a51-1 of the Exchange Act. Our common stock is a penny stock
because it meets one or more of the following conditions (i) the stock trades at
a price less than $5.00 per share; (ii) it is not traded on a recognized
national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if
so, has a price less than $5.00 per share; or (iv) is issued by a company that
has been in business less than three years with net tangible assets less than $5
million.

The principal result or effect of being designated a penny
stock is that securities broker-dealers participating in sales of our common
stock will be subject to the penny stock regulations set forth in Rules 15-2
through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2
requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document at least two business days
before effecting any transaction in a penny stock for the investor's account.
Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of our common stock to resell their
shares to third parties or to otherwise dispose of them in the market or
otherwise.

|ITEM 2. | PROPERTIES.
|------- | -----------

Our principal office is at Suite 112, 2580 Anthem Village Dr.,
Henderson, NV 89052, consisting of approximately 150 square feet, which we rent
at a cost of $850 per month. We entered into a lease agreement expiring on April
30, 2012.

We also rent premises located at 6214 E. Phelps Rd.,
Scottsdale, AZ 85254, for use as corporate housing, at a cost of $2,500 per
month. We entered into a lease with respect to this premises which commenced in
May 4, 2011 and expires on August 31, 2011.

We also rent premises located at 7235 E. Maverick Rd.,
Scottsdale, AZ 85258, for use as corporate housing, at a cost of $2,350 per
month. We entered into a lease with respect to this premises which commenced in
April 22, 2011 and expires on April 30, 2012.

We also lease our Phoenix Facility located at 2344 North
33rdAvenue, Phoenix, AZ 85009. The Phoenix Facility is leased
pursuant to a Lease Agreement dated June 6, 2007 among ourselves, McKendry
Enterprises Inc. and Profit Sharing Plan and Retirement Trust. The Phoenix Pilot
Production Facility consists of an industrial building of approximately 9,809 square feet located on approximately
24,559 square feet of land. This lease agreement expires on June 30, 2010. On
November 20, 2009 we extended the term of our lease to August 31, 2013.

Page 11 of 35

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We also lease our Scottsdale Facility located at 14325 N.
79thSt., Scottsdale, AZ 85260. The Scottsdale Facility is leased
pursuant to a Lease Agreement dated June 6, 2011 with Cimarron Industrial
Partners, LLC. The Scottsdale Facility consists of office and warehouse space of
approximately 6,825 square feet. This lease agreement expires on December 31,
2011.

THE PIUTE VALLEY PROPERTY

Location, Climate, Infrastructure and Access

The Piute Valley Property consists of approximately 3,200 acres
of lakebed exploration project, with underlying hard rock potential, located
about 50 miles south of Las Vegas, Nevada.

Access is by vehicle from Las Vegas on Highway 95 to
Searchlight, Nevada then by secondary roads southward. The area is typically
desert climate with relatively high temperatures and low precipitation.
Vegetation consists mainly of desert shrubs and cactus. Sources of water would
be available from valley wells.

Geology

The Piute Valley Property contains extensive sedimentary
deposits, a part of an extensive basin filled with unconsolidated detritus and
bounded by outcropping Miocene volcanic and intrusive rocks. Previous geologic
work conducted from interpretation of satellite infrared imagery indicates the
claims are overlaying a major east-west Fracture Zone as wide as 5-8 miles.
Historically, gold mined from the area was produced principally from
quartz-sulphide-hematite veins trending in the same east-west direction.

Metallurgy and Mineralogy

The Piute Valley Property has a complex mineralogy that
requires a technical extension of conventional fire assay methods to identify
the precious metals of gold, silver and platinum group metals, and unique and
proprietary leaching and separation methods to extract the precious metals. The
gold particles occur as micron clusters in a highly refractory aluminum silicate
matrix that arrested the growth of the gold clusters and prevents their rapid
solutioning, whether in high temperature molten flux used in fire assay
(aluminum silicates melt at temperatures higher than conventional fire assay
temperatures) or in chemical digestion (cyanidation does not attack the aluminum
silicate coating).We have developed the necessary technology to assay
the existence of the gold clusters and a process to extract, separate and purify
any precious metals.

History of Exploration

In 2007, we initiated a sampling program on the Piute Valley
Property to analyze the efficacy of conventional fire assay methodology for
determining the grade of precious metals in samples from the property.

- January 2007 20 surface samples randomly collected from Section 2
  Range 63E Township 29S were analyzed for Au at our Phoenix Facility. The
  samples were collected from excavating 3-5 feet from the surface, screened to
  -1/4, further milled to 200 mesh, fire assayed, and separated into 1000 g (~2
  lb) bench leaching. We completed this Phase I study on the precious metals
  recoverable composition and found high statistical variance in the results
  from the fire assay of 15 g (1/2 assay ton) and 30 g (full assay ton) samples.
  The 1000 g bench leaching, however, demonstrated consistent extraction results
  using our Lixivation Technology.
- February to July 2007 We initiated a 6 month large-scale sampling
  program, Phase II study, designed to explore the precious metal values
  throughout the 1,280 acre position of the Piute Valley Property. Three 5 ton
  sampling efforts were conducted, each consisting of excavating 5-10 feet from
  the surface, screened to - 1/4, further milled to 350 mesh, fire assayed, and
  separated into 1000 g (~2 lb) bench leaching, 100 kg batch leaching, and 2000
  kg pilot-scale leaching. We completed this Phase II study and our results
  demonstrated consistent, scalable extraction economics from the 1000 g bench
  leaching, 100 kg batch

Page 12 of 35

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leaching, and 2000 kg pilot-scale
leaching. The results from the program indicated anomalous values of gold.

Exploration Activities Conducted on the Piute Valley
Property

Our current state of exploration involves a four phase
exploration program to be undertaken on the Piute Valley Property to assess its
potential to host gold and silver mineralization. The four phase program
consists of the following:

Phase
    Exploration Program
    Cost
    StatusPhase I
    Chain of custody surface
      exploration.
    $30,000
    Completed in October, 2007.Phase II
    Preliminary coring to depths of
      100 meters.
    $75,000
    Completed in January, 2008.Phase III
    Pilot Production Test on the
      Smith Lease.
    $280,000
    Completed in June, 2009.Phase IV
    Test diamond drilling of the
      prime targets for 20 acres production.
    $500,000
    Expected to be completed in
      June 2012.Total Estimated Cost
    $885,000


Our exploration program is intended to generate and prioritize
target areas for implementation of our Lixiviation Technology. It has come to
our attention that eight of our original mineral claims have been segregated by
the Bureau of Land Management. A substantial portion of our previous exploration
work on the Piute Valley Property was conducted on these invalid claims.
However, we believe that the mineralization is homogenous throughout the Piute
Valley and accordingly the results should be valid for the remaining claims.

Phase I Exploration Program

Work on Phase I of our exploration program was completed in
October, 2007 and consisted of chain of custody surface exploration and a
shallow drilling program to provide us with additional information on the
mineralization, concentration efficacy, extraction efficiency, and processing
economics of the former 2,560 acres portion of the Piute Valley Property.

Phase II Exploration Program

Work on Phase II of our exploration program was completed in
January, 2008. Phase II of our exploration program consisted of drilling at a
depth of up to 100 meters and was conducted in an area a half-mile wide that
extended two miles south of the area immediately south of the Quartette Mine.
All drilling was conducted on the Smith Lease.

During Phase II of our exploration program, we obtained nine
one-pound samples and nine 200 pound samples from an area of 100 acres located
immediately south of the Quartette Mine. The surface sample results were
analyzed at our mineral processing laboratory in Arizona. We also drilled five
rotary percussion holes at depths between 30 meters and 100 meters. Each 15
meters of drilling generated 200 pounds of cuttings for mineral processing.

The following results were received by us in connection with
Phase II of our exploration program.

Sample Type
    Average Au (g/t)
    Average Ag (g/t)9 x 1 lb. surface samples, leached
    2.54 g/t
    0.63 g/t9 x 200 lb. surface samples screened to minus 1⁄4
    1.9 g/t
    1.5 g/t5 drill holes  full depth
    2.95 g/t
    0.93 g/t5 drill holes  top 30 meters
    3.18 g/t
    1.5 g/t


Page 13 of 35

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Within the fiscal year ending April 30, 2008, we completed a
pilot-scale processing study of the alluvial ore obtained from the Phase II
portion of the exploration program. This processing study involved the gravity
and floatation concentration of the head ore performed by Met-Solve Laboratories
Inc. in Burnaby, British Columbia.

Phase III Exploration Program

We completed our pilot production test on the Smith Lease.
During the pilot production test, we built and operated a gravity concentration
circuit in an effort to create a high value concentrate material. The results
from our test were very promising, although inconclusive as far as the
commercial viability of the gravity concentration process. Consistent with prior
tests, we confirmed the existence of gold in the concentrates. However, the
concentrates were irregular in nature and could not be used as a method to scale
up production. We are currently in the process of having a third party
concentration technology evaluate the material to see if they can get
consistent, higher concentrate results.

Throughout our testing we found anomalous values of gold, that
if efficiently concentrated should prove to be commercially viable. Once we
prove out a viable method for concentration, we will scale up the process and
begin immediate refinement in our Phoenix Facility.

Additional testing on the property revealed significant quartz
structures, over 50 feet wide in some cases, between the 36 and 44 depth
levels. These structures appear to be typical of the historic gold bearing
material processed by local mining concerns in the past. The initial test
results indicate anomalous values of gold. These findings have caused us to
reevaluate our drilling plans and reapply for permits to drill out and map the
property. Additional funding is required to properly drilling the claims.

Phase IV Exploration Program

Phase IV of our exploration program will involve the test
diamond drilling of prime targets on the Smith Lease. The implementation of
Phase IV of our exploration requires the filing of a Notice with the Federal
Bureau of Land Management. We anticipate that this phase will cost approximately
$500,000. The completion of the Phase IV portion of our current exploration
program will depend on obtaining sufficient funds for the drilling and mineral
analysis.

Our planned exploration program is exploratory in nature and no
commercially extractable mineral reserves may ever be found.

|ITEM 3. | LEGAL PROCEEDINGS.
|------- | ------------------

We are not a party to any other legal proceedings and, to our
knowledge, no other legal proceedings are pending, threatened or
contemplated.

Page 14 of 35

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PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
      RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.
|------- | -------------------------------------------------------------------------------------------------------------------------

MARKET INFORMATION

Our common shares are currently quoted on the OTC Bulletin
Board under the symbol RYMM." The following table indicates the high and low
bid prices of the common shares obtained during the periods indicated:

2011
    
    
    2010High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter ended July 31
    $
    0.04
    
    $
    0.02
    
    $
    0.095
    
    $
    0.05Second Quarter ended October 31
    $
    0.07
    
    $
    0.02
    
    $
    0.085
    
    $
    0.07Third Quarter ended January 31
    $
    0.10
    
    $
    0.04
    
    $
    0.05
    
    $
    0.02Fourth Quarter ended April 30
    $
    0.07
    
    $
    0.04
    
    $
    0.039
    
    $
    0.01


REGISTERED HOLDERS OF OUR COMMON STOCK

As of July 26, 2011, there were 131 registered holders of
record of our common stock. We believe that a number of stockholders hold stock
on deposit with their brokers or investment bankers registered in the name of
stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our
capital stock since our inception and do not contemplate paying cash dividends
in the foreseeable future. It is anticipated that earnings, if any, will be
retained for the operation of our business. Our board of directors will
determine future dividend declarations and payments, if any, in light of the
then-current conditions they deem relevant and in accordance with the Nevada
Revised Statutes.

There are no restrictions in our articles of incorporation or
in our bylaws which prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where, after giving
effect to the distribution of a dividend:

| | (a) | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (b) | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving
      distributions.

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the
year ended April 30, 2011 have been reported by us in our Quarterly Reports or
our Current Reports filed with the SEC during the year.

ITEM 7.
    MANAGEMENT'S DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS.


PLAN OF OPERATION

Our plan of operation over the next twelve months is to focus
our financial resources on commercializing the extraction of gold and other
precious metals from fly ash or other ash deposits using our Cholla Process and
Lixiviation Technology. We are in the process of leasing additional equipment to
increase our capacity of fly ash we can process daily using our Cholla Process, to concentrate
the treated material and to extract the gold from the concentrates.

Page 15 of 35

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The leased equipment for our Phoenix Facility and Scottsdale
Facility will consist of:

|1) | Upgrading our Phoenix Facility by installing another
      filter press, bulk bag unloader, Helix screw auger, 30 HP compressor with
      400 gallon receiver, 55 conveyor and a gravity concentration table to
      increase the process rate.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                   
|2) | Upgrading our Scottsdale Facility by installing another
      filter press and three wave concentration tables to increase the process
      rate.                                                                                                

We also plan on implementing a drilling program of prime
targets on the Smith Lease. The implementation of this drilling program requires
the filing of a Plan of Operations with the Federal Bureau of Land Management
(BLM). We are completing the required Environmental Assessment and anticipate
approval from the BLM within 90 days. We anticipate that this drilling program
will cost approximately $500,000. The completion of this drilling program will
depend on obtaining sufficient funds for the drilling and mineral analysis. We
also will continue to seek strategic partnerships for the exploration of
additional Piute Valley Property.

In addition, we are working with the management of Golden Anvil
to move the Golden Anvil Assets to an entity on the Toronto Stock Exchange, from
which we would receive a percentage ownership via common stock from the
conversion of our $900,000 Loan.

As of April 30, 2011, we had cash in the amount of $17,805.
Accordingly, we do not have sufficient resources to meet the ongoing costs of
our Phoenix Facility and Scottsdale Facility, the anticipated costs of
completing our plan of operation for our Phoenix Facility and Scottsdale
Facility, the Smith Lease or meeting the administrative costs of operating our
business for the next twelve months. In order to complete our plan of operation,
we will be required to obtain substantial financing from the sale of our common
stock, of which there is no assurance.

RESULTS OF OPERATIONS

|Summary of Year End Results |   |                      |   |   |            |   |  |                       | 
|--------------------------- | - | -------------------- | - | - | ---------- | - |  | --------------------- | 
|                            |   |                      |   |   |            |   |  |                       | 
|                            |   | Year Ended April 30, |   |   | Percentage |  
|                            |   | 2011                 |   |   | 2010       |   |  | Increase / (Decrease) | 
|Revenue                     | $ | 20,307               |   | $ | 66,799     |   |  | (69.6)%               | 
|Expenses                    |   | (1,658,449           | ) |   | (1,943,103 | ) |  | (14.6)%               | 
|Other Items                 |   | (53,992              | ) |   | (52,824    | ) |  | 2.2%                  | 
|Net Loss                    | $ | (1,692,134           | ) | $ | (1,929,128 | ) |  | (12.3)%               | 

Revenues

During the year ended April 30, 2011, we earned revenues of
$20,307. We are currently in the exploration stage of our business. We have
begun to process fly ash at our Phoenix Facility and Scottsdale Facility;
however, our initial income from the use of our Phoenix Facility and Scottsdale
Facility has been minimal. We can provide no assurances that we will earn
significant revenue from the processing of fly ash or that we will discover
commercially exploitable levels of mineral resources on our Piute Valley
Property, or if such resources are discovered, that we will be able to enter
into commercial production of our Piute Valley Property.

Page 16 of 35

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Expenses

The major components of our expenses for the years ended April
30, 2011 and 2010 are outlined in the table below:

|                                                            |   |                |  |   |                |  |  | Percentage | 
|----------------------------------------------------------- | - | -------------- |  | - | -------------- |  |  | ---------- | 
|                                                            |   | Year Ended     |  |   | Year Ended     |  |  | Increase / | 
|                                                            |   | April 30, 2011 |  |   | April 30, 2010 |  |  | (Decrease) | 
|Mineral exploration and evaluation expenses                 | $ | 779,546        |  | $ | 753,732        |  |  | 3.4%       | 
|Mineral exploration and evaluation expenses  related party |   | 123,000        |  |   | 93,000         |  |  | 32.3%      | 
|General and administrative                                  |   | 297,531        |  |   | 467,796        |  |  | (36.4)%    | 
|General and administrative  related party                  |   | 397,562        |  |   | 431,776        |  |  | (7.9)%     | 
|Depreciation and amortization                               |   | 60,810         |  |   | 196,799        |  |  | (69.1)%    | 
|Total Expenses                                              | $ | 1,658,449      |  | $ | 1,943,103      |  |  | (14.6)%    | 

Our operating expenses for the year ended April 30, 2011
decreased as compared to the year ended April 30, 2010. The decrease in our
operating expenses primarily relates to a decrease in compensation expense for
issuances of common stock and stock options, and depreciation and amortization
expenses. Those amounts were partially offset by a one-time payment to reduce a
royalty in a license agreement.

Mineral exploration and evaluation expenses primarily consisted
of rent, processing extraction costs, consulting fees and labor expenses in
connection with our Phoenix Facility and Scottsdale Facility, as well as
subcontractor costs with our exploration program on the Smith Lease. The
additional mineral exploration and evaluation expenses in fiscal 2011 was due to
additional consulting fees and a one-time payment to reduce a royalty in a
license agreement.

In fiscal 2011, our general and administrative and general and
administrative related party expenses primarily consisted of: (i) stock based
expenses of $276,909; (ii) monthly consulting fees paid to our Chief Executive
Officer, Mr. Matheson and to our Chief Financial Officer, Mr. Mitchell; and
(iii) legal and accounting fees in connection with meeting our reporting
requirements under the Exchange Act.

We anticipate that our operating expenses will increase
significantly as we implement our plan of operation for our Phoenix Facility,
Scottsdale Facility and our Piute Valley Property.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                    |   |                     |   |   |            |  
|--------------------------------------------- | - | ------------------- | - | - | ---------- | -
|                                              |   | Year Ended April 30 |  
|                                              |   | 2011                |   |   | 2010       |  
|Net Cash used in Operating Activities         | $ | (1,082,506          | ) | $ | (1,211,841 | )
|Net Cash used in Investing Activities         |   | (513,350            | ) |   | (504,403   | )
|Net Cash Provided by Financing Activities     |   | 1,576,102           |   |   | 1,751,984  |  
|Net Increase (Decrease) in Cash During Period | $ | (19,754             | ) | $ | 35,740     |  

|Working Capital         |   |                         |   |   |                         |   |  |                       | 
|----------------------- | - | ----------------------- | - | - | ----------------------- | - |  | --------------------- | 
|                        |   |                         |   |   |                         |   |  | Percentage            | 
|                        |   | At
      April 30, 2011 |   |   | At
      April 30, 2010 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 34,719                  |   | $ | 37,559                  |   |  | (7.6)%                | 
|Current Liabilities     |   | (695,112                | ) |   | (560,337                | ) |  | 24.1%                 | 
|Working Capital Deficit | $ | (660,393                | ) | $ | (522,778                | ) |  | 26.3%                 | 

Page 17 of 35

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As at April 30, 2011, we had a working capital deficit of
$660,393 as compared to a working capital deficit of $522,778 as at our year
ended April 30, 2010. The increase in our a working capital deficit is primarily
due to increases in loans payable, accounts payable, accrued liabilities and
accrued interest.

During the year ended April 30, 2011, we completed the
following equity financings:

|(a) | On November 9, 2010 we issued 1,700,000 shares of common
      stock for options exercised a $0.05 per share in satisfaction of
    debt.                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | On January 18, 2011 we issued:                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Each unit consists of one share of common stock and one
      share purchase warrant with each warrant entitling the holder to purchase
      one additional share of common stock at a price of $0.10 per share for a
      period of two years from the date of issue.                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | On March 10, 2011, we issued 315,000 units to an investor
      relations services firm pursuant to the terms of an investor relations
      consulting agreement. Each unit consists of one share of common stock and
      one share purchase warrant with each warrant entitling the holder to
      purchase one additional share of common stock at a price of $0.10 per
      share for a period of one years from the date of issue.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d) | On March 28 ,2011 we issued 2,550,000 shares of common
      stock as compensatory stock awards to two directors and three consultants.
      1,800,000 shares were issued to directors and 750,000 shares were issued
      to consultants.                                                                                                                                                                                               

Financing Requirements

Currently, we do not have sufficient financial resources to
complete our plan of operation for the next twelve months. As such, our ability
to complete our plan of operation is dependent upon our ability to obtain
additional financing in the near term.

Our Board of Directors has approved the following separate
private placement offerings:

|(a) | U.S. Private Placement: On October 29, 2010, our
      Board of Directors approved a private placement offering of up to
      20,000,000 units (the Units) at a price of $0.05 US per Unit, with each
      Unit consisting of one share of our common stock and one share purchase
      warrant. Each warrant entitles the holder to purchase an additional share
      of common stock exercisable for a period of one year at a price of $0.10
      US per share. The offering will be made in the United States to persons
      who are accredited investors as defined in Regulation D of the Securities
      Act of 1933. To date, we have issued 4,300,000 units for cash proceeds of
      $215,000 under this private placement offering.                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b) | Foreign Private Placement: On November 4, 2010,
      our Board of Directors approved a private placement offering of up to
      20,000,000 units (the Units) at a price of $0.05 US per Unit, with each
      Unit consisting of one share of our common stock and one share purchase
      warrant. Each warrant entitles the holder to purchase an additional share
      of common stock exercisable for a period of one year at a price of $0.10
      US per share. The offering will be made to persons who are not residents
      of the United States and are otherwise not U.S Persons as that term is
      defined in Rule 902(k) of Regulation S of the Securities Act of 1933. To
      date, we have issued 8,450,000 units for cash proceeds of $410,000 and to
      settled indebtedness of $12,500.

There is no assurance that any additional securities will be
issued under these private placement offerings.

We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our
equity securities or arrange for debt or other financing to fund our planned
mining, development and exploration activities.

Page 18 of 35

---

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that is most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 to our audited financial statements included in this Annual
Report.

Mineral Rights We capitalize acquisition and option
costs of mineral property rights. The amount capitalized represents the fair
value at the time the mineral rights were acquired. The accumulated costs of
acquisition for properties that are developed to the stage of commercial
production will be amortized using the unit-of-production method.

Exploration Costs Mineral exploration costs are
expensed as incurred.

Stock-Based Compensation The Company accounts for
share based payments in accordance with ASC 718, Compensation - Stock
Compensation, which requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on the grant date fair value of the award. In accordance with
ASC 718-10-30-9, Measurement Objective  Fair Value at Grant Date, the
Company estimates the fair value of the award using a valuation technique. For
this purpose, the Company uses the Black-Scholes option pricing model. The
Company believes this model provides the best estimate of fair value due to its
ability to incorporate inputs that change over time, such as volatility and
interest rates, and to allow for actual exercise behavior of option holders.
Compensation cost is recognized over the requisite service period which is
generally equal to the vesting period. Upon exercise, shares issued will be
newly issued shares from authorized common stock.

ASC 505, "Compensation-Stock Compensation", establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments to non employees for goods or services. Under this transition
method, stock compensation expense includes compensation expense for all
stock-based compensation awards granted on or after January 1, 2006, based on
the grant-date fair value estimated in accordance with the provisions of ASC
505.

Page 19 of 35

---

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA.
|------- | --------------------------------------------------

|1. | Report of Independent Registered Public Accounting Firm
  (De Joya Griffith & Company, LLC);                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                              
|2. | Report of Independent Registered Public Accounting Firm
      (Sarna & Company);                                                                             
|   |                                                                                                                                                              
|3. | Audited Financial Statements for the Years Ended April
      30, 2011 and 2010, including:                                                                   
|   |                                                                                                                                                              
|4. | Balance Sheets at April 30, 2011 and 2010;                                                                                                                   
|   |                                                                                                                                                              
|5. | Statements of Operations for the years ended April 30,
      2011 and 2010 and for the period from Inception (December 14, 2005) to
      April 30, 2011;    
|   |                                                                                                                                                              
|6. | Statement of Stockholders Equity (Deficit) for the
      period from Inception (December 14, 2005) to April 30, 2011;                                       
|   |                                                                                                                                                              
|7. | Statements of Cash Flows for the years ended April 30,
      2011 and 2010 and for the period from Inception (December 14, 2005) to
      April 30, 2011; and
|   |                                                                                                                                                              
|8. | Notes to Financial Statements.                                                                                                                               

Page 20 of 35

---



Report of Independent Registered Public Accounting
  Firm

To The Board of Directors and Stockholders 
  Royal Mines and
  Minerals Corp.

We have audited the accompanying balance sheet of Royal Mines and Minerals Corp. (An Exploration Stage Company) (the “Company”) as of April 30, 2011, and the related statement of operations, stockholders’ equity (deficit), and cash flows for the year ended April 30, 2011 and for the period from inception (December 14, 2005) through April 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.  We did not audit the financial statements of Royal Mines and Minerals Corp. (An Exploration Stage Company) for the year ended April 30, 2010 and from inception (December 14, 2005) to April 30, 2010.  Those statements were audited by other auditors whose report has been furnished to us and our opinion, in so far as it relates to the amounts included in the year ended April 30, 2010 and from inception (July 13, 2005) to April 30, 2010, is based solely on the report of other auditors.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. The company
  is not required to have, nor were we engaged to perform, an audit of its
  internal control over financial reporting. Our audit included consideration of
  internal control over financial reporting as a basis for designing audit
  procedures that are appropriate in the circumstances, but not for the purpose of
  expressing an opinion on the effectiveness of the companys internal control
  over financial reporting. Accordingly, we express no such opinion. An audit also
  includes examining, on a test basis, evidence supporting the amounts and
  disclosures in the financial statements, assessing the accounting principles
  used and significant estimates made by management, as well as evaluating the
  overall financial statement presentation. We believe that our audit provides a
  reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Royal Mines and Minerals Corp.(An Exploration Stage Company) as of April 30, 2011, and the related statement of operations, stockholders’ equity (deficit), and cash flows for the year ended April 30, 2011 and for the period from inception (December 14, 2005) through April 30, 2011, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared
  assuming the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has suffered recurring losses from
  operations, which raise substantial doubt about its ability to continue as a
  going concern. Managements plans in regard to these matters are also described
  in Note 1. The financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC 
  Henderson, Nevada 
  July 29, 2011

|                                                                  
|------------------------------------------------------------------
|2580 Anthem Village Drive, Henderson, NV 89052                    
|Telephone (702)
      563-1600   
       Facsimile (702) 920-8049

F-1

---



F-2

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|BALANCE SHEETS                

|                                                                                                                                                                               |   | April 30, 2011 |   |   | April 30, 2010 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | -------------- | - | - | -------------- | -
|                                                                                                                                                                               |   |                |   |   |                |  
|ASSETS                                                                                                                                                                         |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Current assets                                                                                                                                                                 |   |                |   |   |                |  
|Cash and cash equivalents                                                                                                                                                      | $ | 17,805         |   | $ | 37,559         |  
|Prepaid expenses                                                                                                                                                               |   | 16,914         |   |   | -              |  
|Total current assets                                                                                                                                                           |   | 34,719         |   |   | 37,559         |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Loan receivable                                                                                                                                                                |   | 900,000        |   |   | 400,000        |  
|Property and equipment, net                                                                                                                                                    |   | 164,341        |   |   | 218,601        |  
|Intellectual property, net                                                                                                                                                     |   | 150,000        |   |   | 150,000        |  
|Mineral properties                                                                                                                                                             |   | 42,600         |   |   | 35,800         |  
|Other assets                                                                                                                                                                   |   | 8,350          |   |   | 5,500          |  
|Total
      non-current assets                                                                                                                                                 |   | 1,265,291      |   |   | 809,901        |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Total assets                                                                                                                                                                   | $ | 1,300,010      |   | $ | 847,460        |  
|                                                                                                                                                                               |   |                |   |   |                |  
|                                                                                                                                                                               |   |                |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                           |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Current liabilities                                                                                                                                                            |   |                |   |   |                |  
|Accounts payable                                                                                                                                                               | $ | 64,162         |   | $ | 16,937         |  
|Accounts payable - related party                                                                                                                                               |   | 65,000         |   |   | 87,000         |  
|Accrued liabilities                                                                                                                                                            |   | 72,000         |   |   | 46,444         |  
|Accrued interest - related party                                                                                                                                               |   | 144,771        |   |   | 90,879         |  
|Notes payable                                                                                                                                                                  |   | 50,000         |   |   | 90,000         |  
|Loans payable - related party                                                                                                                                                  |   | 299,179        |   |   | 229,077        |  
|Total current
      liabilities                                                                                                                                                |   | 695,112        |   |   | 560,337        |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Total
      liabilities                                                                                                                                                        |   | 695,112        |   |   | 560,337        |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Commitments and contingencies                                                                                                                                                  |   |                |   |   |                |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Stockholders' equity                                                                                                                                                           |   |                |   |   |                |  
|Preferred stock, $0.001 par value; 100,000,000
      shares 
              authorized, zero
      shares issued and outstanding                                                |   | -              |   |   | -              |  
|Common stock, $0.001 par value;
      300,000,000 shares 
             authorized,
      148,420,352 and 111,785,352 shares issued 
             and outstanding, respectively |   | 148,420        |   |   | 111,785        |  
|Additional paid-in capital                                                                                                                                                     |   | 11,743,452     |   |   | 9,770,178      |  
|Accumulated deficit during
      exploration stage                                                                                                                             |   | (11,286,974    | ) |   | (9,594,840     | )
|Total stockholders' equity                                                                                                                                                     |   | 604,898        |   |   | 287,123        |  
|                                                                                                                                                                               |   |                |   |   |                |  
|Total liabilities and stockholders' equity                                                                                                                                     | $ | 1,300,010      |   | $ | 847,460        |  

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

F-3

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF OPERATIONS      

|                                                                  |   |                    |   |   |                |   |   | For the Period      |  
|----------------------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------------- | -
|                                                                  |   |                    |   |   |                |   |   | From Inception      |  
|                                                                  |   |                    |   |   |                |   |   | (December 14, 2005) |  
|                                                                  |   | For the Year Ended |   |   | Through        |  
|                                                                  |   | April 30, 2011     |   |   | April 30, 2010 |   |   | April 30, 2011      |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Revenue                                                           | $ | 20,307             |   | $ | 66,799         |   | $ | 89,306              |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Operating expenses                                                |   |                    |   |   |                |   |   |                     |  
|Mineral exploration and evaluation expenses                       |   | 779,546            |   |   | 753,732        |   |   | 3,042,288           |  
|Mineral exploration and
      evaluation expenses - related party |   | 123,000            |   |   | 93,000         |   |   | 698,500             |  
|General and administrative                                        |   | 297,531            |   |   | 467,796        |   |   | 2,770,835           |  
|General and administrative -
      related party                  |   | 397,562            |   |   | 431,776        |   |   | 4,300,844           |  
|Depreciation and amortization                                     |   | 60,810             |   |   | 196,799        |   |   | 483,212             |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Total operating
      expenses                                    |   | 1,658,449          |   |   | 1,943,103      |   |   | 11,295,679          |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Loss from operations                                              |   | (1,638,142         | ) |   | (1,876,304     | ) |   | (11,206,373         | )
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Other income (expense):                                           |   |                    |   |   |                |   |   |                     |  
|Other income                                                      |   | -                  |   |   | 5,000          |   |   | 99,115              |  
|Interest income                                                   |   | -                  |   |   | -              |   |   | 4,551               |  
|Interest expense - related
      party                            |   | (53,992            | ) |   | (57,824        | ) |   | (184,267            | )
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Total other
      expense                                         |   | (53,992            | ) |   | (52,824        | ) |   | (80,601             | )
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Net loss                                                          | $ | (1,692,134         | ) | $ | (1,929,128     | ) | $ | (11,286,974         | )
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Loss per common share - basic: 
          Net loss                | $ | (0.01              | ) | $ | (0.02          | ) |   |                     |  
|                                                                  |   |                    |   |   |                |   |   |                     |  
|Weighted average common shares outstanding
      - 
       Basic  |   | 121,823,037        |   |   | 86,523,147     |   |   |                     |  

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

F-4

---

|ROYAL MINES AND MINERALS CORP.             
|-------------------------------------------
|(An Exploration Stage Company)             
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                                                                                                                                                     |  |              |  |   |            |  |   |                 |   |   | Accumulated    |   |   |                  |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | - | ---------- |  | - | --------------- | - | - | -------------- | - | - | ---------------- | -
|                                                                                                                                                                     |  |              |  |   |            |  |   |                 |   |   | Deficit During |   |   | Total            |  
|                                                                                                                                                                     |  | Common Stock |  |   | Additional |  |   | Exploration     |   |   | Stockholders'  |  
|                                                                                                                                                                     |  | Shares       |  |   | Amount     |  |   | Paid-in Capital |   |   | Stage          |   |   | Equity (Deficit) |  
|Balance, December 14, 2005                                                                                                                                           |  | -            |  | $ | -          |  | $ | -               |   | $ | -              |   | $ | -                |  
|Issuance of common stock for cash, $0.001 per share                                                                                                                  |  | 1,000        |  |   | 1          |  |   | -               |   |   | -              |   |   | 1                |  
|Net loss                                                                                                                                                             |  | -            |  |   | -          |  |   | -               |   |   | (174,500       | ) |   | (174,500         | )
|Balance, April 30, 2006                                                                                                                                              |  | 1,000        |  |   | 1          |  |   | -               |   |   | (174,500       | ) |   | (174,499         | )
|Issuance of common stock for cash, $0.001
      per share                                                                                                            |  | 12,500,000   |  |   | 12,500     |  |   | -               |   |   | -              |   |   | 12,500           |  
|Issuance of common stock for cash, $0.01 per share                                                                                                                   |  | 7,800,000    |  |   | 7,800      |  |   | 70,200          |   |   | -              |   |   | 78,000           |  
|Issuance of common stock for mineral
      property 
        options, $0.01 per share                                                                                |  | 1,050,000    |  |   | 1,050      |  |   | 9,450           |   |   | -              |   |   | 10,500           |  
|Issuance of common stock for cash, $0.10 per share                                                                                                                   |  | 1,250,000    |  |   | 1,250      |  |   | 123,750         |   |   | -              |   |   | 125,000          |  
|Issuance of common stock for cash,
   Reg. S -
      Private Placement, $0.10 per share                                                                              |  | 1,800,000    |  |   | 1,800      |  |   | 178,200         |   |   | -              |   |   | 180,000          |  
|Issuance of common stock in acquisition of 
         intellectual
      property and equipment, $0.10 per share                                                      |  | 2,000,000    |  |   | 2,000      |  |   | 198,000         |   |   | -              |   |   | 200,000          |  
|Net loss                                                                                                                                                             |  | -            |  |   | -          |  |   | -               |   |   | (517,768       | ) |   | (517,768         | )
|Balance, April 30, 2007                                                                                                                                              |  | 26,401,000   |  | $ | 26,401     |  | $ | 579,600         |   | $ | (692,268       | ) | $ | (86,267          | )
|Issuance of common stock for cash and
      subscriptions received, 
         Reg. S - Private Placement, $0.25 per share                                            |  | 2,482,326    |  |   | 2,482      |  |   | 618,100         |   |   | -              |   |   | 620,582          |  
|Issuance of common stock for cash, 
         Reg. D - Private
      Placement, $0.25 per share                                                                       |  | 3,300,000    |  |   | 3,300      |  |   | 821,700         |   |   | -              |   |   | 825,000          |  
|Issuance of common stock in reverse
      
         acquisition of Centrus Ventures Inc.                                                                             |  | 13,968,926   |  |   | 13,969     |  |   | (77,164         | ) |   | -              |   |   | (63,195          | )
|Issuance of stock options for 4,340,000 shares of common
      
         stock to three officers and five consultants.                                               |  | -            |  |   | -          |  |   | 3,583,702       |   |   | -              |   |   | 3,583,702        |  
|Net loss                                                                                                                                                             |  | -            |  |   | -          |  |   | -               |   |   | (5,256,444     | ) |   | (5,256,444       | )
|Balance, April 30, 2008                                                                                                                                              |  | 46,152,252   |  | $ | 46,152     |  | $ | 5,525,938       |   | $ | (5,948,712     | ) | $ | (376,622         | )
|Issuace of common stock for cash, Reg. S -
      Private Placement,
         $0.50 per share; with attached warrants exercisable at
      $0.75 per share            |  | 200,000      |  |   | 200        |  |   | 99,800          |   |   | -              |   |   | 100,000          |  
|Issuance of common stock in satisfaction of debt, $0.30 per
      share, 
         with attached warrants exercisable at $0.50 per share.                            |  | 450,760      |  |   | 451        |  |   | 134,777         |   |   | -              |   |   | 135,228          |  
|Issuance of stock options for 5,000,000
      shares of common
         stock to two officers and nine consultants.                                                  |  | -            |  |   | -          |  |   | 342,550         |   |   | -              |   |   | 342,550          |  
|Issuace of common stock for cash, $0.05 per share, 
         with
      attached warrants exercisable at $0.10 per share.                                            |  | 9,140,000    |  |   | 9,140      |  |   | 447,860         |   |   | -              |   |   | 457,000          |  
|Issuance of common stock in satisfaction of
      loans made to the Company, 
         $0.05 per share, with attached warrants
      exercisable at $0.10 per share. |  | 12,400,000   |  |   | 12,400     |  |   | 607,600         |   |   | -              |   |   | 620,000          |  
|Issuance of common stock in satisfaction of debt, $0.05 per
      share, 
         with attached warrants exercisable at $0.10 per share.                            |  | 1,336,840    |  |   | 1,337      |  |   | 65,505          |   |   | -              |   |   | 66,842           |  
|Issuance of common stock to one officer as
      compensation 
          pursuant to the management consulting agreement.                                            |  | 3,000,000    |  |   | 3,000      |  |   | 117,000         |   |   | -              |   |   | 120,000          |  
|Net loss                                                                                                                                                             |  | -            |  |   | -          |  |   | -               |   |   | (1,717,000     | ) |   | (1,717,000       | )
|Balance, April 30, 2009                                                                                                                                              |  | 72,679,852   |  | $ | 72,680     |  | $ | 7,341,030       |   | $ | (7,665,712     | ) | $ | (252,002         | )

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

F-5

---

|ROYAL MINES AND MINERALS CORP.             
|-------------------------------------------
|(An Exploration Stage Company)             
|STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

|                                                                                                                                                                    |  |              |  |   |            |  |   |                 |  |   | Accumulated    |   |   |                  |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | - | ---------- |  | - | --------------- |  | - | -------------- | - | - | ---------------- | -
|                                                                                                                                                                    |  |              |  |   |            |  |   |                 |  |   | Deficit During |   |   | Total            |  
|                                                                                                                                                                    |  | Common Stock |  |   | Additional |  |   | Exploration     |  |   | Stockholders'  |  
|                                                                                                                                                                    |  | Shares       |  |   | Amount     |  |   | Paid-in Capital |  |   | Stage          |   |   | Equity (Deficit) |  
|Issuance of common stock in satisfaction of
      loans made to the Company,
         $0,05 per share, with attached warrants
      exercisable at $0.10 per share. |  | 2,000,000    |  |   | 2,000      |  |   | 98,000          |  |   | -              |   |   | 100,000          |  
|Issuance of common stock in satisfaction of debt, $0.05 per
      share, 
         with attached warrants exercisable at $0.10 per share.                           |  | 500,000      |  |   | 500        |  |   | 24,500          |  |   | -              |   |   | 25,000           |  
|Issuance of common stock for warrants
      excercised, $0.10 per share, 
         in satisfaction of debt for legal
      services.                                |  | 295,000      |  |   | 295        |  |   | 29,205          |  |   | -              |   |   | 29,500           |  
|Issuance of common stock for options excercised, $0.05 per
      share, 
         in satisfaction of debt for legal services.                                       |  | 750,000      |  |   | 750        |  |   | 36,750          |  |   | -              |   |   | 37,500           |  
|Issuance of common stock to investor
      relations services firm 
         pursuant to terms of consulting agreement.                                             |  | 1,500,000    |  |   | 1,500      |  |   | -               |  |   | -              |   |   | 1,500            |  
|Issuance of common stock in satisfaction of loans to the
      Company, 
         $0.10 per share, with attached warrants excercisable at $0.20
      per share.    |  | 3,500,000    |  |   | 3,500      |  |   | 346,500         |  |   | -              |   |   | 350,000          |  
|Issuance of stock options for 7,000,000
      shares of common 
         stock to two directors and nine consultants.                                               |  | -            |  |   | -          |  |   | 391,478         |  |   | -              |   |   | 391,478          |  
|Issuance of common stock for options excercised, $0.05 per
      share, 
         in satisfaction of debt for legal services.                                       |  | 900,000      |  |   | 900        |  |   | 44,100          |  |   | -              |   |   | 45,000           |  
|Issuance of common stock in satisfaction of
      loans to the Company, 
         $0.05 per share, with attached warrants
      exercisable at $0.10 per share.     |  | 19,400,000   |  |   | 19,400     |  |   | 950,600         |  |   | -              |   |   | 970,000          |  
|Issuace of common stock for cash, $0.05 per share, 
         with
      attached warrants exercisable at $0.10 per share.                                           |  | 8,280,000    |  |   | 8,280      |  |   | 405,720         |  |   | -              |   |   | 414,000          |  
|Issuance of common stock in satisfaction of
      debt, $0.05 per share, 
         with attached warrants exercisable at $0.10 per
      share.                     |  | 1,775,500    |  |   | 1,775      |  |   | 87,000          |  |   | -              |   |   | 88,775           |  
|Issuance of common stock for options excercised, $0.05 per
      share, 
         in satisfaction of debt for legal services.                                       |  | 100,000      |  |   | 100        |  |   | 4,900           |  |   | -              |   |   | 5,000            |  
|Issuance of common stock for warrants
      excercised, $0.10 per share, 
         in satisfaction of debt for legal
      services.                                |  | 105,000      |  |   | 105        |  |   | 10,395          |  |   | -              |   |   | 10,500           |  
|Net loss                                                                                                                                                            |  | -            |  |   | -          |  |   | -               |  |   | (1,929,128     | ) |   | (1,929,128       | )
|Balance, April 30, 2010                                                                                                                                             |  | 111,785,352  |  | $ | 111,785    |  | $ | 9,770,178       |  | $ | (9,594,840     | ) | $ | 287,123          |  
|Issuance of stock options for 6,000,000 shares of common 
         stock to three directors and eight consultants.                                                  |  | -            |  |   | -          |  |   | 178,159         |  |   | -              |   |   | 178,159          |  
|Issuance of common stock for options
      excercised, $0.05 per share, 
         in satisfaction of debt.                                                          |  | 1,700,000    |  |   | 1,700      |  |   | 83,300          |  |   | -              |   |   | 85,000           |  
|Issuance of common stock for options excercised, $0.05 per
      share,
         in satisfaction of debt.                                                           |  | 1,950,000    |  |   | 1,950      |  |   | 95,550          |  |   | -              |   |   | 97,500           |  
|Issuance of common stock in satisfaction of
      loans to the Company, 
         $0.05 per share, with attached warrants exercisable
      at $0.10 per share.     |  | 17,020,000   |  |   | 17,020     |  |   | 833,980         |  |   | -              |   |   | 851,000          |  
|Issuance of common stock for cash, $0.05 per share,
         with
      attached warrants exercisable at $0.10 per share.                                           |  | 13,100,000   |  |   | 13,100     |  |   | 641,900         |  |   | -              |   |   | 655,000          |  
|Issuance of common stock to investor
      relations services firm 
         pursuant to terms of consulting agreement.                                             |  | 315,000      |  |   | 315        |  |   | 15,435          |  |   | -              |   |   | 15,750           |  
|Issuance of common stock to two officers and three
      consultants
         as compensation for services previously provided.                                     |  | 2,550,000    |  |   | 2,550      |  |   | 124,950         |  |   | -              |   |   | 127,500          |  
|Net loss                                                                                                                                                            |  | -            |  |   | -          |  |   | -               |  |   | (1,692,134     | ) |   | (1,692,134       | )
|Balance, April 30, 2011                                                                                                                                             |  | 148,420,352  |  | $ | 148,420    |  | $ | 11,743,452      |  | $ | (11,286,974    | ) | $ | 604,898          |  

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

F-6

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|STATEMENTS OF CASH FLOWS      

|                                                                                  |   |                    |   |   |                |   |   | For the Period      |  
|--------------------------------------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------------- | -
|                                                                                  |   |                    |   |   |                |   |   | From Inception      |  
|                                                                                  |   |                    |   |   |                |   |   | (December 14, 2005) |  
|                                                                                  |   | For the Year Ended |   |   | Through        |  
|                                                                                  |   | April 30, 2011     |   |   | April 30, 2010 |   |   | April 30, 2011      |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |   |                    |   |   |                |   |   |                     |  
|Net loss                                                                          | $ | (1,692,134         | ) | $ | (1,929,128     | ) | $ | (11,286,974         | )
|Adjustments to reconcile net
      loss to net cash used in operating activities: |   |                    |   |   |                |   |   |                     |  
|Depreciation and
      amortization                                               |   | 60,810             |   |   | 196,799        |   |   | 483,212             |  
|Stock based expenses                                                              |   | 117,513            |   |   | 223,702        |   |   | 1,212,960           |  
|Stock based
      expenses - related party                                        |   | 196,896            |   |   | 167,776        |   |   | 3,539,179           |  
|Changes in operating assets
      and liabilities:                                |   |                    |   |   |                |   |   |                     |  
|Prepaid expenses                                                                  |   | (9,914             | ) |   | -              |   |   | (9,914              | )
|Other current assets and liabilities                                              |   | 25,556             |   |   | (17,266        | ) |   | 12,873              |  
|Other assets                                                                      |   | (2,850             | ) |   | -              |   |   | (8,350              | )
|Accounts payable and accrued interest                                             |   | 59,725             |   |   | (27,803        | ) |   | 569,526             |  
|Accounts payable
      and accrued interest- related party                        |   | 161,892            |   |   | 174,079        |   |   | 411,905             |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|Net cash used in operating activities                                             |   | (1,082,506         | ) |   | (1,211,841     | ) |   | (5,075,583          | )
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                                               |   |                    |   |   |                |   |   |                     |  
|Loan receivable                                                                   |   | (500,000           | ) |   | (400,000       | ) |   | (900,000            | )
|Cash paid on mineral property claims                                              |   | (6,800             | ) |   | (6,800         | ) |   | (32,100             | )
|Cash acquired on reverse
      merger                                             |   | -                  |   |   | -              |   |   | 2,306               |  
|Purchase of fixed assets                                                          |   | (6,550             | ) |   | (97,603        | ) |   | (597,553            | )
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|Net cash used in investing activities                                             |   | (513,350           | ) |   | (504,403       | ) |   | (1,527,347          | )
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                                               |   |                    |   |   |                |   |   |                     |  
|Proceeds from stock issuance                                                      |   | 655,000            |   |   | 415,500        |   |   | 3,468,581           |  
|Proceeds on borrowings - related party                                            |   | 921,102            |   |   | 1,336,484      |   |   | 3,152,154           |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|Net cash provided by financing activities                                         |   | 1,576,102          |   |   | 1,751,984      |   |   | 6,620,735           |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|NET CHANGE IN CASH                                                                |   | (19,754            | ) |   | 35,740         |   |   | 17,805              |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|CASH AT BEGINNING OF PERIOD                                                       |   | 37,559             |   |   | 1,819          |   |   | -                   |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|CASH AT END OF PERIOD                                                             | $ | 17,805             |   | $ | 37,559         |   | $ | 17,805              |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATION                            |   |                    |   |   |                |   |   |                     |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|Interest Paid                                                                     | $ | 100                |   | $ | 1,213          |   | $ | 5,406               |  
|Income Taxes Paid                                                                 | $ | -                  |   | $ | -              |   | $ | -                   |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|NON-CASH INVESTING AND FINANCING ACTIVITIES                                       |   |                    |   |   |                |   |   |                     |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|                                                                                  |   |                    |   |   |                |   |   |                     |  
|Acquisition of intellectual
      property for stock                              | $ | -                  |   | $ | -              |   | $ | 200,000             |  
|Acquisition of mineral property for stock                                         | $ | -                  |   | $ | -              |   | $ | 10,500              |  
|Stock issued in reverse
      acquisition of Centrus Ventures Inc.                | $ | -                  |   | $ | -              |   | $ | (63,195             | )
|Stock issued in safisfaction of debt                                              | $ | 182,500            |   | $ | 241,275        |   | $ | 625,845             |  
|Stock issued in satisfaction
      of loans made to the Company                   | $ | 851,000            |   | $ | 1,420,000      |   | $ | 2,891,000           |  

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

F-7

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF
      SIGNIFICANT POLICIES
|-- | --------------------------------------------------------------------------

Basis of Presentation The
  accompanying financial statements have been prepared in accordance with
  accounting principles generally accepted in the United States of America. Royal
  Mines and Minerals Corps (the Company) fiscal year-end is April 30.

Description of Business The
  Company is considered an exploration stage company. The Company's primary
  objectives are to 1) commercially extract and refine precious metals from its
  own and others leachable assets, 2) use its lixiviation processes to convert
  specific ore bodies and fly ash landfills/monofills into valuable assets, and 3)
  joint venture, acquire and develop mining projects in North America. The Company
  has not yet realized significant revenues from its primary objectives.

History The Company was
  incorporated on December 14, 2005 under the laws of the State of Nevada. On June
  13, 2007, the Company incorporated a wholly-owned subsidiary, Royal Mines
  Acquisition Corp., in the state of Nevada.

On October 5, 2007, Centrus Ventures
  Inc. (Centrus) completed the acquisition of Royal Mines Inc. (Royal Mines).
  The acquisition of Royal Mines was completed by way of a triangular merger
  pursuant to the provisions of the Agreement and Plan of Merger dated September
  24, 2007 (the First Merger Agreement) among Centrus, Royal Mines Acquisition
  Corp. (Centrus Sub), a wholly owned subsidiary of Centrus, Royal Mines and
  Kevin B. Epp, the former sole executive officer and director of Centrus. On
  October 5, 2007, under the terms of the First Merger Agreement, Royal Mines was
  merged with and into Centrus Sub, with Centrus Sub continuing as the surviving
  corporation (the First Merger).

On October 6, 2007, a second merger was
  completed pursuant to an Agreement and Plan of Merger dated October 6, 2007 (the
  Second Merger Agreement) between Centrus and its wholly owned subsidiary,
  Centrus Sub, whereby Centrus Sub was merged with and into Centrus, with Centrus
  continuing as the surviving corporation (the Second Merger). As part of the
  Second Merger, Centrus changed its name from Centrus Ventures Inc. to Royal
  Mines And Minerals Corp.(the Company). Other than the name change, no
  amendments were made to the Articles of Incorporation.

Under the terms and conditions of the
  First Merger Agreement, each share of Royal Mines common stock issued and
  outstanding immediately prior to the completion of the First Merger was
  converted into one share of Centrus common stock. As a result, a total of
  32,183,326 shares of Centrus common stock were issued to former stockholders of
  Royal Mines. In addition, Mr. Epp surrendered 23,500,000 shares of Centrus
  common stock for cancellation in consideration of payment by Centrus of $0.001
  per share for an aggregate consideration of $23,500. As a result, upon
  completion of the First Merger, the former stockholders of Royal Mines owned
  approximately 69.7% of the issued and outstanding common stock.

As such, Royal Mines is deemed to be
  the acquiring enterprise for financial reporting purposes. All acquired assets
  and liabilities of Centrus were recorded at fair value on the date of the
  acquisition, as required by the purchase method of accounting, and the tangible
  net liabilities were debited against equity of the Company. There are no
  continuing operations of Centrus from the date of acquisition.

Going Concern- As of April 30,
  2011, the Company has incurred cumulative net losses of approximately
  $11,286,974 from operations and has negative working capital of $660,393. The
  Company is still in the exploration stage and has not fully commenced its mining
  and minerals processing operations, raising substantial doubt about its ability
  to continue as a going concern.

The ability of the Company to continue
  as a going concern is dependent on the Company raising additional sources of
  capital and the successful execution of the Companys objectives. The Company
  will seek additional sources of capital through the issuance of debt or equity
  financing, but there can be no assurance the Company

F-8

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF
      SIGNIFICANT POLICIES(continued)
|-- | -------------------------------------------------------------------------------------

will be successful in accomplishing its
  objectives. The financial statements do not include any adjustments relating to
  the recoverability and classification of assets and liabilities that might be
  necessary should the Company be unable to continue as a going concern.

Use of Estimates- The
  preparation of financial statements in conformity with accounting principles
  generally accepted in the United States of America requires management to make
  estimates and assumptions that affect the reported amounts of assets and
  liabilities and disclosure of contingent assets and liabilities at the date of
  the financial statements and the reported amounts of revenue and expenses during
  the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents- The
  Company considers all investments with an original maturity of three months or
  less to be a cash equivalent.

Property and Equipment-
  Property and equipment are stated at cost less accumulated depreciation.
  Depreciation is provided principally on the straight-line method over the
  estimated useful lives of the assets, which are generally 3 to 10 years. The
  cost of repairs and maintenance is charged to expense as incurred. Expenditures
  for property betterments and renewals are capitalized. Upon sale or other
  disposition of a depreciable asset, cost and accumulated depreciation are
  removed from the accounts and any gain or loss is reflected in the statement of
  operations.

The Company periodically evaluates
  whether events and circumstances have occurred that may warrant revision of the
  estimated useful life of fixed assets or whether the remaining balance of fixed
  assets should be evaluated for possible impairment. The Company uses an estimate
  of the related undiscounted cash flows over the remaining life of the fixed
  assets in measuring their recoverability.

Mineral Property Rights Costs
  of acquiring mining properties are capitalized upon acquisition. Mine
  development costs incurred either to develop new ore deposits, to expand the
  capacity of mines, or to develop mine areas substantially in advance of current
  production are also capitalized once proven and probable reserves exist and the
  property is a commercially mineable property. Costs incurred to maintain current
  production or to maintain assets on a standby basis are charged to operations.
  Costs of abandoned projects are charged to operations upon abandonment. The
  Company evaluates the carrying value of capitalized mining costs and related
  property and equipment costs, to determine if these costs are in excess of their
  recoverable amount whenever events or changes in circumstances indicate that
  their carrying amounts may not be recoverable. Evaluation of the carrying value
  of capitalized costs and any related property and equipment costs would be based
  upon expected future cash flows and/or estimated salvage value in accordance
  with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or
    Disposal of Long-Lived Assets.

Exploration Costs Mineral
  exploration costs are expensed as incurred.

Impairment of Long-Lived Assets The Company reviews and evaluates long-lived assets for impairment when
  events or changes in circumstances indicate the related carrying amounts may not
  be recoverable. The assets are subject to impairment consideration under ASC
  360-10-35-17, Measurement of an Impairment Loss, if events or
  circumstances indicate that their carrying amount might not be recoverable. As
  of January 31, 2011 exploration progress is on target with the Companys
  exploration and evaluation plan and no events or circumstances have happened to
  indicate the related carrying values of the properties may not be recoverable.
  When the Company determines that an impairment analysis should be done, the
  analysis will be performed using the rules of ASC 930-360-35, Asset
    Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of
      Long-Lived Assets.

F-9

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY
      OF SIGNIFICANT POLICIES(continued)
|-- | -------------------------------------------------------------------------------------

Various factors could impact our
  ability to achieve forecasted production schedules. Additionally, commodity
  prices, capital expenditure requirements and reclamation costs could differ from
  the assumptions the Company may use in cash flow models used to assess
  impairment. The ability to achieve the estimated quantities of recoverable
  minerals from exploration stage mineral interests involves further risks in
  addition to those factors applicable to mineral interests where proven and
  probable reserves have been identified, due to the lower level of confidence
  that the identified mineralized material can ultimately be mined
  economically.

Material changes to any of these
  factors or assumptions discussed above could result in future impairment charges
  to operations.

Asset Retirement Obligation-
  The Company follows ASC 410, Asset Retirement and Environmental
    Obligations, which requires that an asset retirement obligation (ARO)
  associated with the retirement of a tangible long-lived asset be recognized as a
  liability in the period in which it is incurred and becomes determinable, with
  an offsetting increase in the carrying amount of the associated asset. The cost
  of the tangible asset, including the initially recognized ARO, is depleted, such
  that the cost of the ARO is recognized over the useful life of the asset. The
  ARO is recorded at fair value, and accretion expense is recognized over time as
  the discounted liability is accreted to its expected settlement value. The fair
  value of the ARO is measured using expected future cash flow, discounted at the
  Companys credit-adjusted risk-free interest rate. To date, no significant asset
  retirement obligation exists. Accordingly, no liability has been recorded.

Fair Value of Financial Instruments- Fair value accounting establishes a fair value hierarchy that prioritizes
  the inputs to valuation techniques used to measure fair value. The hierarchy
  gives the highest priority to unadjusted quoted prices in active markets for
  identical assets or liabilities (Level 1measurements) and the lowest priority to
  unobservable inputs (Level 3 measurements). The three levels of the fair value
  hierarchy are described below:

| | Level 1 | Unadjusted quoted prices in active markets that are
      accessible at the measurement date for identical, unrestricted assets or
      liabilities;                                 
| | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 2 | Quoted prices in markets that are not active, or inputs
      that are observable, either directly or indirectly, for substantially the
      full term of the asset or liability; and
| | Level 3 | Prices or valuation techniques that require inputs that
      are both significant to the fair value measurement and unobservable
      (supported by little or no market activity).  

The Companys financial instruments
  consist of mineral property purchase obligations. These obligations are
  classified within Level 2 of the fair value hierarchy as their fair value is
  determined using interest rates which approximate market rates. The Company is
  not exposed to significant interest or credit risk arising from these financial
  instruments.

Revenue RecognitionRevenues
  are recognized during the period in which the revenues are earned. Revenue from
  licensing our technology is recognized over the term of the license agreement.
  Costs and expenses are recognized during the period in which they are
  incurred.

Research and Development- All
  research and development expenditures are expensed as incurred.

Earnings (Loss) Per Share- The
  Company follows ASC 260, Earnings Per Share,and ASC 480, Distinguishing Liabilities from Equity,which establish standards for the
  computation, presentation and disclosure requirements for basic and diluted
  earnings per share for entities with publicly held common shares and potential
  common stock issuances. Basic earnings (loss) per share are computed by dividing
  net income by the weighted average number of common shares outstanding. In
  computing diluted earnings per share, the weighted average number of shares
  outstanding is adjusted to reflect the effect of potentially dilutive
  securities, such as stock options and warrants. Common stock equivalent shares
  are excluded from the computation if their effect is antidilutive. Common stock

F-10

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF
      SIGNIFICANT POLICIES(continued)
|-- | -------------------------------------------------------------------------------------

equivalents, which include stock
  options and warrants to purchase common stock, on April 30, 2011 and 2010 that
  were not included in the computation of diluted earnings per share because the
  effect would be antidilutive were 102,317,340 and 68,688,100, respectively.

Income Taxes- The Company
  accounts for its income taxes in accordance with ASC 740, Income Taxes,
  which requires recognition of deferred tax assets and liabilities for future tax
  consequences attributable to differences between the financial statement
  carrying amounts of existing assets and liabilities and their respective tax
  bases and tax credit carry-forwards. Deferred tax assets and liabilities are
  measured using enacted tax rates expected to apply to taxable income in the
  years in which those temporary differences are expected to be recovered or
  settled. The effect on deferred tax assets and liabilities of a change in tax
  rates is recognized in income in the period that includes the enactment
  date.

For acquired properties that do not
  constitute a business as defined in ASC 805-10-55-4, Definition of a
    Business, deferred income tax liability is recorded on GAAP basis over
  income tax basis using statutory federal and state rates. The resulting
  estimated future federal and state income tax liability associated with the
  temporary difference between the acquisition consideration and the tax basis is
  computed in accordance with ASC 740-10-25-51, Acquired Temporary Differences
    in Certain Purchase Transactions that are Not Accounted for as Business
    Combinations, and is reflected as an increase to the total purchase price
  which is then applied to the underlying acquired assets in the absence of there
  being a goodwill component associated with the acquisition transactions.

Expenses of Offering- The
  Company accounts for specific incremental costs directly related to a proposed
  or actual offering of securities as a direct charge against the gross proceeds
  of the offering.

Stock-Based Compensation The
  Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which requires all share-based
  payments to employees, including grants of employee stock options, to be
  recognized in the financial statements based on the grant date fair value of the
  award. In accordance with ASC 718-10-30-9, Measurement Objective  Fair Value
    at Grant Date, the Company estimates the fair value of the award using a
  valuation technique. For this purpose, the Company uses the Black-Scholes option
  pricing model. The Company believes this model provides the best estimate of
  fair value due to its ability to incorporate inputs that change over time, such
  as volatility and interest rates, and to allow for actual exercise behavior of
  option holders. Compensation cost is recognized over the requisite service
  period which is generally equal to the vesting period. Upon exercise, shares
  issued will be newly issued shares from authorized common stock.

ASC 505, "Compensation-Stock
  Compensation", establishes standards for the accounting for transactions in
  which an entity exchanges its equity instruments to non employees for goods or
  services. Under this transition method, stock compensation expense includes
  compensation expense for all stock-based compensation awards granted on or after
  January 1, 2006, based on the grant-date fair value estimated in accordance with
  the provisions of ASC 505.

Reclassifications The Company
  reclassified $16,200 of Loans payable  related party and $30,244 of Accrued
  interest  related party as of April 30, 2010 to Accrued liabilities to conform
  to the current presentation. The reclassification had no effect on the Companys
  financial condition, results of operation, or cash flows.

Recent Accounting Standards
  From time to time, new accounting pronouncements are issued by the Financial
  Accounting Standards Board (FASB) that are adopted by the Company as of the
  specified effective date. Unless otherwise discussed, management believes that
  the impact of recently issued standards did not or will not have a material
  impact on the Companys financial position, results of operations, or cash flows
  upon adoption.

F-11

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF
      SIGNIFICANT POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In January 2010, the FASB issued ASU 2010-06, Improving Disclosures About Fair Value Measurements, which requires
      reporting entities to make new disclosures about recurring or nonrecurring
      fair value measurements including significant transfers into and out of
      Level 1 and Level 2 fair value measurements and information on purchases,
      sales, issuances, and settlements on a gross basis in the reconciliation
      of Level 3 fair value measurements. ASU 2010-6 is effective for annual
      reporting periods beginning after December 15, 2009, except for Level 3
      reconciliation disclosures which are effective for annual periods
      beginning after December 15, 2010. The Company does not have any assets or
      liabilities classified as Level 3. The Company has adopted the Level 1 and
      Level 2 amendments accordingly. As the update only pertained to
      disclosures, it had no impact on the Companys financial position, results
      of operations, or cash flows upon adoption.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In February 2010, the FASB issued ASU 2010-09, Subsequent Events (Topic 855), Amendment to Certain Recognition and
      Disclosure Requirements, to remove the requirement for SEC filers to
      disclose the date through which an entity has evaluated subsequent events.
      This change removes potential conflicts with current SEC guidance and
      clarifies the intended scope of the reissuance disclosure provisions. The
      update was effective upon its date of issuance, February 24, 2010, and the
      Company has adopted the amendments accordingly. As the update only
      pertained to disclosures, it had no impact on the Companys financial
      position, results of operations, or cash flows upon adoption.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | LOAN RECEIVABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As of April 30, 2011 and April 30, 2010, the Company has
      advanced $900,000 and $400,000, respectively, to Golden Anvil to permit
      Golden Anvil to complete its refurbishment and relocation of its mineral
      processing plant in Nayarit, Mexico. On November 19, 2010, the Company
      entered into a Memorandum of Understanding with Golden Anvil, covering the
      total advanced by the Company to Golden Anvil. The loan bears no interest,
      matures within 180 days of receiving the first 20 tons of concentrates,
      which the Company has yet to receive, and is secured by Golden Anvils
      equipment and mineral claims.                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Under the terms of the Memorandum of Understanding, we
      formed a Nevada corporation called Golden Anvil Inc. (the Joint Venture
      Company) and planned to contribute funding to the Joint Venture Company
      totaling $3,000,000 (the Funding Amount), including the amount of the
      Loan. Upon our providing the Funding Amount, Golden Anvil would transfer
      100% of the Golden Anvil Mine and the Processing Plant (the Golden Anvil
      Assets) to the Joint Venture Company. The additional $2,400,000 is to be
      funded as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| | (a) | $300,000 within 45 days of the date of the Memorandum of
      Understanding (which has been paid); and                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                        
| | (b) | The balance of $2,100,000 within 180 days of the date
      that Golden Anvil delivers to the Phoenix Plant the first 20 tons of
      concentrate generated from the Processing Plant.

If we are able to complete the funding,
  of which there is no assurance, and Golden Anvil transfers the assets in the
  Joint Venture Company, the Joint Venture Company will be owned 50% by us and 50%
  by Golden Anvil.

In the event that we are unable to
  raise the Funding Amount in the time required, we will forfeit our right to
  proceed with the Joint Venture and the Loan will be payable in 12 months with
  interest at 18% from the dates of advancement and secured by the Golden Anvil
  Assets. The Loan will be paid with the net profits of Golden Anvil. Any net
  profit earned by Golden Anvil will be credited to the earned interest first.

Currently, we are working with the
  management of Golden Anvil to move the Golden Anvil Assets to an entity on the
  Toronto Stock Exchange or similar exchange, from which we would receive a
  percentage ownership via common stock from the conversion of our Loan.

F-12

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|3. | PROPERTY AND EQUIPMENT
|-- | ----------------------

Property and equipment consists of the
  following:

As of
      
      
      As ofApril 30, 2011
      
      
      April 30, 2010Process, lab and office equipment
      $
      418,284
      
      $
      411,734Site Equipment
      
      179,269
      
      
      179,269Less: accumulated depreciation
      
      (433,212
      )
      
      (372,402
      )$
      164,341
      
      $
      218,601


Depreciation expense was $60,810 and
  $156,799 for the years ended April 30, 2011 and 2010, respectively.

|4. | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On April 2, 2007 the Company entered into a Technology
      and Asset Purchase Agreement (NVRM Agreement) with Robert H. Gunnison
      and New Verde River Mining Co. Inc. (NVRM), whereby the Company acquired
      equipment and the technology for lixiviation of metals from ore utilizing
      thiourea stabilization (Intellectual Property). The equipment and
      intellectual property were acquired with the issuance of 2,000,000 shares
      of the Companys $0.10 per share common stock and a future cash payment of
      $300,000, for a purchase price of $500,000. The purchase price was
      allocated to the assets acquired and liabilities assumed based on their
      respective fair values at the date of acquisition. The intellectual
      property was valued at $200,000. For the year ended April 30, 2010, the
      intellectual property was deemed impaired by $50,000 and expensed
      accordingly. Based on estimated future cash flows expected to be generated
      from the intellectual property, the Company does not believe the asset to
      be impaired as of April 30, 2011.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | As of April 30, 2011 and April 30 2010, mineral
      properties totaling $42,600 and $35,800, respectively, consist of
      twenty-one (21) mining claims located south of Searchlight, Nevada in the
      Piute Valley. On January 28, 2007, the Company entered into mineral option
      agreements to acquire an 87.5% interest in twenty-four (24) mining claims
      with the issuance of 1,050,000 shares of the Companys common stock on the
      date of signing of the option agreement, with the provision that the
      Company issue an additional 420,000 and 210,000 shares on the fifth
      anniversary and tenth anniversary, respectively, of the signing of the
      option agreement if the Company wishes to acquire legal interest to the
      mining claims. The transaction was valued at an agreed upon price of
      $10,500. Each mining claim is comprised of 160 acres. In August 2008 the
      Company did not pay the renewal fee on four (4) of the mining claims after
      confirming title to the claims were void due to not being properly located
      and being subject to prior segregation.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On March 16, 2007 the Company entered into a lease
      agreement of property with one (1) mining claim, for a term of twenty
      years, for exploration and potential mining production on 20 acres in
      Searchlight, Nevada. The Company paid a one-time signing bonus of $5,000
      upon execution of the agreement and pays a $4,000 rental fee each August.
      The Company will also pay an annual royalty equal to five (5) percent of
      the net profit from any mining production on the property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Mining claims are capitalized as tangible assets in
      accordance with Emerging Issues Task Force abstract 04-02. Upon completion
      of a bankable feasibility study, the claims will be amortized using the
      unit-of-production method over the life of the claim. If the Company does
      not continue with exploration after the completion of the feasibility
      study, the claims will be expensed at that time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-13

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|6. | ACCOUNTS PAYABLE - RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of April 30, 2011 and April 30, 2010, accounts payable
       related party consisted of $65,000 and $87,000, respectively, due to
      directors and officers of the Company for consulting fees.                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | NOTES PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of April 30, 2011 and April 30, 2010, notes payable
      consists of an unsecured $50,000 and $90,000, respectively, payable to New
      Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement
      noted above (see Note 4). Mr. Gunnison signed an extension agreement
      extending the payment deadline to June 30, 2012. The note payable bears 6%
      interest annually.                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|8. | LOANS PAYABLE AND ACCRUED INTEREST  RELATED
      PARTY                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | As of April 30, 2011 and April 30, 2010, loans payable 
      related party of $299,179 and $245,277, respectively, mainly consists of
      borrowings, directly and indirectly, from one director of the Company. The
      balances bear 10% interest, are unsecured and are due on demand. As of
      April 30, 2011 and April 30, 2010, accrued interest  related party was
      $144,771 and $121,123, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|9. | COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Lease obligations The Company has operating
      leases for its corporate office, corporate housing and plant facilities.
      Future minimum lease payments under the operating leases as of April 30,
      2011 are as follows:                                                                                                                                                                                         

Fiscal year ending April 30, 2012
      $
      137,162Fiscal year ending April 30, 2013
      $
      64,740Thereafter
      $
      21,972


|    | Lease expense was $79,210 and $88,533 for the years ended
      April 30, 2011 and 2010, respectively                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                
|    | Legal proceedings The Company is not a party to
      any legal proceeding and, to our knowledge, no other legal proceedings are
      pending, threatened or contemplated.                                                                                   
|    |                                                                                                                                                                                                                                                                
|10. | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                
|    | Common and Preferred Stock:                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                
|    | As of April 30, 2011 and April 30, 2010, there were
      148,420,352 and 111,785,352 shares of common stock outstanding,
      respectively and zero shares of preferred stock outstanding. Outstanding
      shares of common stock consist of the following:
|    |                                                                                                                                                                                                                                                                
|    | a)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                
|    | b)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                
|    | c)                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                
|    | d)                                                                                                                                                                                                                                                             

F-14

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|10. | STOCKHOLDERS EQUITY(continued)
|--- | -------------------------------
|    |                                
|    | e)                             
|    |                                
|    | f)                             
|    |                                
|    | g)                             
|    |                                
|    | h)                             
|    |                                
|    | i)                             
|    |                                
|    | j)                             
|    |                                
|    | k)                             
|    |                                
|    | l)                             
|    |                                
|    | m)                             
|    |                                
|    | n)                             
|    |                                
|    | o)                             

F-15

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|10. | STOCKHOLDERS EQUITY(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | q)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | r)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | s)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | t)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | u)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | w)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | x)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11. | STOCK INCENTIVE PLANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 2011 Stock Incentive Plan- Effective September 7,
      2010, the Company adopted the 2011 Stock Incentive Plan (the 2011 Plan").
      The 2011 Plan allows the Company to grant certain options to its
      directors, officers, employees and eligible consultants. A total of
      16,700,000 shares of the Companys common stock are available for issuance
      under the 2011 Plan. However, the Company may increase the maximum
      aggregate number of shares of the Companys common stock that may be
      optioned and sold under the 2011 Plan provided the maximum aggregate
      number of shares of common stock that may be optioned and sold under the
      2011 Plan shall at no time be greater than 15.0% of the total number of
      shares of common stock outstanding.

F-16

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|11. | STOCK INCENTIVE PLANS(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On September 7, 2010, the Company granted non-qualified
      stock options under the 2011 Plan for the purchase of 6,000,000 shares of
      common stock at $0.02 per share. The nonqualified stock options were
      granted to various officers, directors and consultants, are fully vested
      and expire September 6, 2014. As of April 30, 2011, zero options under the
      2011 Plan have been exercised.                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | From the date of inception through April 30, 2011,
      compensation expense related to the granting of stock options under the
      2011 Plan was $178,159 and was included in general and administrative
      expense. The Company calculated the value of the options using the
      Black-Scholes option pricing model using the following assumptions: a bond
      equivalent yield of 0.77%, volatility of 240%, estimated life of 4 years
      and closing stock price of $0.03 per share on the date of grant.                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 2010 Stock Incentive Plan- Effective December 7,
      2009, the Company adopted the 2010 Stock Incentive Plan (the 2010 Plan").
      The 2010 Plan allows the Company to grant certain options to its
      directors, officers, employees and eligible consultants. A total of
      10,000,000 shares of the Companys common stock are available for issuance
      under the 2010 Plan. However, the Company may increase the maximum
      aggregate number of shares of the Companys common stock that may be
      optioned and sold under the 2010 Plan provided the maximum aggregate
      number of shares of common stock that may be optioned and sold under the
      2010 Plan shall at no time be greater than 12.5% of the total number of
      shares of common stock outstanding.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On December 8, 2009, the Company granted non-qualified
      stock options under the 2010 Plan for the purchase of 7,000,000 shares of
      common stock at $0.05 per share. The nonqualified stock options were
      granted to various officers, directors and consultants, are fully vested
      and expire December 7, 2011. As of April 31, 2011, 1,000,000 options under
      the 2010 Plan have been exercised.                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Effective September 7, 2010, the Company suspended the
      2010 Plan. No new options may be granted under the 2010 Plan and the 2010
      Plan will be terminated once all outstanding options granted under the
      2010 Plan have been exercised, expired or otherwise terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Compensation expense related to the granting of stock
      options under the 2010 Plan was $391,478 and was included in general and
      administrative expense. The Company calculated the value of the options
      using the Black-Scholes option pricing model using the following
      assumptions: a risk-free rate of 1.00%, volatility of 252%, estimated life
      of 2 years and closing stock price of $0.06 per share on the date of
      grant.                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 2009 Stock Incentive Plan- Effective January 12,
      2009, the Company adopted the 2009 Stock Incentive Plan (the 2009 Plan").
      The 2009 Plan allows the Company to grant certain options to its
      directors, officers, employees and eligible consultants. A total of
      5,000,000 shares of the Companys common stock are available for issuance
      under the 2009 Plan.                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | On January 16, 2009, the Company granted non-qualified
      stock options under the 2009 Plan for the purchase of 5,000,000 shares of
      common stock at $0.05 per share. The nonqualified stock options were
      granted to various officers, directors and consultants, are fully vested
      and expire January 15, 2011. As of January 15, 2011, 2,450,000 options
      were exercised and 2,550,000 options expired under the 2009
      Plan.                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Compensation expense related to the granting of stock
      options under the 2009 Plan was $342,550 and was included in general and
      administrative expense. The Company calculated the value of the options
      using the Black-Scholes option pricing model using the following
      assumptions: a risk-free rate of 1.00%, volatility of 316%, estimated life
      of 2 years and closing stock price of $0.07 per share on the date of
      grant.                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 2008 Stock Incentive Plan- Effective February 1,
      2008, the Company adopted the 2008 Stock Incentive Plan (the 2008 Plan").
      The 2008 Plan allowed the Company to grant certain options to its
      directors, officers,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-17

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|11. | STOCK INCENTIVE PLANS(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | employees and eligible consultants. A total of 4,600,000
      shares of the Companys common stock were available for issuance under the
      2008 Plan.                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | On February 1, 2008, the Company granted non-qualified
      stock options under the 2008 Plan for the purchase of 4,340,000 shares of
      common stock at $0.74 per share. The nonqualified stock options were
      granted to various officers, directors and consultants, were fully vested
      and expired January 31, 2010. All 4,340,000 stock options expired without
      exercise.                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Compensation expense related to the granting of stock
      options under the 2008 Plan was $3,583,702 and was included in general and
      administrative expense. The Company calculated the value of the options
      using the Black-Scholes option pricing model using the following
      assumptions: a risk-free rate of 4.50%, volatility of 107%, estimated life
      of 2 years and closing stock price of $1.22 per share on the date of
      grant.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The following is a summary of option activity during the
      years ended April 30, 2011 and 2010:                                                                                                                                                                                                                                                                                                                                                                 

WeightedAverage ExerciseNumber of Shares
      
      
      PriceBalance, April 30, 2009
      
      9,340,000
      
      
      0.37Options granted and assumed
      
      7,000,000
      
      
      0.05Options expired
      
      (4,340,000
      )
      
      0.74Options exercised
      
      1,750,000
      
      
      0.05Balance, April 30, 2010
      
      10,250,000
      
      
      0.02Options granted and assumed
      
      6,000,000
      
      
      0.02Options expired
      
      (2,550,000
      )
      
      0.05Options exercised
      
      (1,700,000
      )
      
      0.05Balance, April 30, 2011
      
      12,000,000
      
      
      0.04


As of April 30, 2011, 12,000,000 stock
  options are exercisable.

F-18

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|11. | STOCK INCENTIVE PLANS(continued) Stock
      warrants-                                               
|--- | -----------------------------------------------------------------------------------------------------
|    |                                                                                                      
|    | The following is a summary of warrants activity during
      the years ended April 30, 2011 and 2010:

WeightedAverageNumber of Shares
      
      
      Exercise PriceBalance, April 30, 2009
      
      14,772,760
      
      
      0.10Warrants granted and assumed
      
      44,110,340
      
      
      0.10Warrants expired
      
      (400,000
      )
      
      0.10Balance, April 30, 2010
      
      58,483,100
      
      
      0.10Warrants
        granted and assumed
      
      32,385,000
      
      
      0.10Warrants expired
      
      (550,760
      )
      
      0.55Balance, April 30, 2011
      
      90,317,340
      
      
      0.10


|    | All warrants outstanding as of April 30, 2011 are
      exercisable.                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|12. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | For the year ended April 30, 2011, the Company incurred
      $323,665, in consulting fees expense from companies with a common director
      or officer, $90,000 in compensation expense for the issuance of common
      stock to directors and officers of the Company, and $196,896 in
      compensation expense for the issuance of stock options to directors and
      officers of the Company.                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | For the year ended April 30, 2010, the Company incurred
      $357,000 in consulting fees expense from companies with a common director
      or officer, zero in compensation expense for the issuance of common stock
      to directors and officers of the Company, and $167,776 in compensation
      expense for the issuance of stock options to directors and officers of the
      Company.                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | For the period from inception (December 14, 2005) through
      April 30, 2011, the Company incurred $1,553,531 in consulting fees expense
      from companies with a common director or officer, $210,000 in compensation
      expense for the issuance of common stock to directors and officers of the
      Company, and $3,539,178 in compensation expense for the issuance of stock
      options to directors and officers of the Company.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | FASB ASC 740 requires the use of an asset and liability
      approach in accounting for income taxes. Deferred tax assets and
      liabilities are recorded based on the differences between the financial
      statement and tax bases of assets and liabilities and the tax rates in
      effect currently.                                                                                                                                  

F-19

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|APRIL 30, 2011                

|13. | INCOME TAXES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | FASB ASC 740 requires the reduction of deferred tax
      assets by a valuation allowance, if, based on the weight of available
      evidence, it is more likely than not that some or all of the deferred tax
      assets will not be realized. In the Companys opinion, it is uncertain
      whether they will generate sufficient taxable income in the future to
      fully utilize the net deferred tax asset. Accordingly, a valuation
      allowance equal to the deferred tax asset has been recorded. The total
      deferred tax asset is $2,284,743 which is calculated by multiplying a 35%
      estimated tax rate by the cumulative net operating loss (NOL) adjusted for
      the following items:

For the period
        ended April 30,
      
      2011
      
      
      2010Book loss for the year
      $
      (1,692,134
      )
      $
      (1,929,128
      )Adjustments:Non-deductible stock
        compensation
      
      321,409
      
      
      391,478Tax loss for the year
      $
      (1,370,725
      )
      $
      (1,537,650
      )Estimated effective tax rate
      
      35%
      
      
      35%Deferred tax asset
      $
      479,754
      
      $
      538,178


The total valuation allowance is
  $2,284,743. Details for the last two periods are as follows:

For the period
        ended April 30,
      
      2011
      
      
      2010Deferred tax asset
      $
      2,284,743
      
      $
      1,804,989Valuation allowance
      
      (2,284,743
      )
      
      (1,804,989
      )Current taxes payable
      
      -
      
      
      -Income tax expense
      $
      -
      
      $
      -


Below is a chart showing the estimated
  corporate federal net operating loss (NOL) and the year in which it will
  expire.

Year
      Amount
      Expiration2011
      $   1,370,725
      20312010
      $   1,537,650
      2030


|14. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | On July 13, 2011, the Company issued 23,020,000 Units, at
      a price of $0.05 per Unit, for cash proceeds of $500,000 and to settle
      outstanding indebtedness of $651,000. Each Unit was comprised of one share
      of the Companys common stock and one share purchase warrant, with each
      warrant entitling the holder to purchase an additional share of the
      Company's common stock at an exercise price of $0.10 per share for a two
      year period from the date of issuance.

F-20

---

ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.


None.

|ITEM 9A. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Disclosure Controls and Procedures

We carried out an assessment of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of April 30, 2011 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the Evaluation Date.

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Managements Annual Report on Internal Control Over
Financial Reporting.

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting for us, as such term is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal
control system was designed to provide reasonable assurance to our management
and Board of Directors regarding the preparation and fair presentation of
published financial statements.

Internal control over financial reporting includes those
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of its
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its assessment,
management concluded that its internal control over financial reporting was
effective as of the Evaluation Date.

This Annual Report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our registered
public accounting firm pursuant to the rules of the Securities and Exchange
Commission that permit us to provide only managements report in this annual
report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended April 30, 2011 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

Page 21 of 35

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Limitations on the Effectiveness of Internal Controls

Our management does not expect that its disclosure controls and
procedures, nor its internal control over financial reporting, will necessarily
prevent all fraud and material error. Our disclosure controls and procedures are
designed to provide reasonable assurance of achieving its objectives and our
Chief Executive Officer and Chief Financial Officer concluded that the
disclosure controls and procedures are effective at a reasonable, but not
absolute, assurance level. Further, the design of a control system must reflect
the fact that there are resource constraints, and the benefits of controls must
be considered relative to the costs.

Because of the inherent limitations in all control systems, no
assessment of controls can provide absolute assurance that all control issues
and instances of fraud, if any, will be detected. Inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of internal control.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time the degree of compliance with the policies or
procedures may deteriorate or the controls may become inadequate due to changes
in conditions.

|ITEM 9B. | OTHER INFORMATION.
|-------- | ------------------

None.

Page 22 of 35

---

PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE.
|-------- | -------------------------------------------------------------

The following table sets forth the names and positions of our
officers and directors:

Name
    Age
    PositionsK. Ian Matheson
    70
    Chief Executive Officer,
      President and DirectorJason S. Mitchell
    41
    Chief Financial Officer, Treasurer, Secretary
      and DirectorMichael C. Boyko
    39
    Director of Operations and
      Director


Set forth below is a brief description of the background and
business experience of our executive officers and directors:

K. Ian Mathesonwas appointed a member of our Board of
Directors on June 25, 2008 and our Chief Executive Officer and President on
November 19, 2008. Mr. Matheson earned a Bachelor of Commerce degree from the
University of British Columbia in 1963. In 1964 and 1965 he attended McGill
University in Montreal, Quebec where he earned a degree as a Chartered
Accountant at the Quebec Institute of Chartered Accountants. He was admitted
into the British Columbia Institute of Chartered Accountants in 1965. From 1965
to 1967 he worked as a Chartered Accountant with Coopers and Lybrand in
Vancouver, BC. He is presently a member of the British Columbia Institute of
Chartered Accountants and the Canadian Institute of Chartered Accountants. Mr.
Matheson was a member of the board of directors of Searchlight Minerals Corp.
(OTCBB) from February 10, 2005 to February 16, 2007. Mr. Matheson has also been
a director and officer of numerous private companies that have been involved in
the research and development of precious metals in the southern Nevada area.

Jason S. Mitchellwas appointed our Chief Financial
Officer and Treasurer on February 1, 2008, our Secretary on November 19, 2008,
and a member of our Board of Directors on May 28, 2008. Mr. Mitchell is a
Certified Public Accountant, who has, since April, 2005, been a self-employed
financial consultant, providing consulting services and preparing financial
statements for numerous companies. From October 1998 to October 2004, Mr.
Mitchell was a corporate controller, principal accounting officer, vice
president and manager of merger and acquisitions for USI Holdings Corporation, a
Nasdaq listed insurance brokerage firm where Mr. Mitchell oversaw financial
reporting responsibilities, prepared SEC annual and quarterly filings, generated
financial models and assisted in its October 2002 $90 million initial public
offering.

Michael C. Boykowas appointed Director of Operations
and a member of our Board of Directors on April 2, 2009. Mr. Boyko obtained his
Bachelor of Science in Finance from Arizona State University and is a member of
the AMIGOS  Arizona Mining Association and the Arizona Society for Mining
Engineers. Since 2003, Mr. Boyko has been the president and owner of Advanced
Integrated Resource, LLC, a private company that markets process equipment to
the mining and power industry. From 2001 to 2003, Mr. Boyko was employed at T.A.
Caid Industries, a private company, where he developed a new business segment
focused on equipment representation and sales to mines and power plants. From
1998 to 2001, Mr. Boyko was the managing partner and vice president of business
development of BME Engineering, a private company that focused on industrial
process equipment for mines and power plants, where he managed sales, marketing
and manufacturing. Mr. Boyko is also Mine Safety and Health Administration
(MSHA) certified.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors does not maintain a
separately-designated standing audit committee. As a result, all of our
directors act as our audit committee. K. Ian Matheson, our Chief Executive
Officer and President, and Jason S. Mitchell, our Chief Financial Officer, each
meet the definition of an audit committee financial expert. Mr. Matheson and
Mr. Mitchell are not independent as they act as executive officers.

We presently do not have a compensation committee, nominating
committee, an executive committee of our board of directors, stock plan
committee or any other committees.

Page 23 of 35

---

TERMS OF OFFICE

Our directors are elected to hold office until the next annual
meeting of the shareholders and until their respective successors have been
elected and qualified. Our executive officers are appointed by our board of
directors and hold office until removed by our board of directors or until their
successors are appointed.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our executive
officers and directors, which is a code of ethics as defined by applicable
rules of the SEC. Our Code of Ethics was attached as an exhibit to our Annual
Report on Form 10-KSB for the fiscal year ended April 30, 2007, filed on July
30, 2007. If we make any amendments to our Code of Ethics other than technical,
administrative, or other non-substantive amendments, or grant any waivers,
including implicit waivers, from a provision of our Code of Ethics to our Chief
Executive Officer, Chief Financial Officer or certain other finance executives,
we will disclose the nature of the amendment or waiver, its effective date and
to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who own more than 10% of a registered class
of our securities (Reporting Persons), to file reports of ownership and
changes in ownership with the SEC. Reporting Persons are required by SEC
regulations to furnish us with copies of all forms they file pursuant to Section
16(a). Based solely on our review of such reports received by the Company, the
Company has determined that the following persons have failed to file, on a
timely basis, the identified reports required by Section 16(a) of the Exchange
Act:

Name and Principal Position
    Number of Late Insider
      Reports
    Transactions Not Timely
      Reported
    Known Failures to File a
      Required FormK. Ian Matheson Chief Executive Officer,
      President and Director
    Two
    Three
    NoneJason S. Mitchell Chief Financial
      Officer, Treasurer, Secretary and Director
    One
    One
    NoneMichael C. Boyko Director
    Two
    Three
    None


Page 24 of 35

---

|ITEM 11. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or
earned by our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K, during the fiscal years ended April 30, 2011 and
2010.

SUMMARY COMPENSATION
      TABLEName & Principal Position
    Year End April 30,
    Salary ($)
    Bonus ($)
    Stock Awards ($)
    Option Awards Compen- ($)
    Non- 
      Equity Incentive Plan
      Earnings sation ($)
    Nonqualified 
      Deferred Compen-
      sation ($)
    All Other Compen- sation
      ($)
    Total ($)K. Ian Matheson(1)CEO, President &
      Director
    2011 2010
    $60,000 $60,000
    $3,000 $0
    $0 $0
    $35,632 $0
    $0 $0
    $0 $0
    $0 $0
    $98,632 $60,000Jason S. Mitchell(2)CFO, Treasurer,
      Secretary & Director
    2011 2010
    $144,000 $144,000
    $3,000 $0
    $45,000 $0
    $35,632 $14,000
    $0 $0
    $0 $0
    $0 $0
    $237,632 $158,000Michael C. Boyko(3)Director of Operations
      & Director
    2011 2010
    $120,000 $100,000
    $3,000 $28,000
    $45,000 $25,000
    $35,632 $15,000
    $0 $0
    $0 $0
    $0 $0
    $203,632 $168,000


|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)    | Under the terms of a verbal agreement, we agreed to pay
      Mr. Matheson, $5,000 per month for consulting services provided by Mr.
      Matheson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)    | Effective February 24, 2009, we entered into a management
      consulting agreement with Mr. Mitchell whereby Mr. Mitchell receives a
      consulting fee of $12,000 per month and we agreed to issue to Mr. Mitchell
      an aggregate of 3,000,000 restricted shares of our common stock to be
      distributed to Mr. Mitchell on the following basis (i) 750,000 Shares on
      February 24, 2009; (ii) 750,000 Shares on March 1, 2009; (iii) 750,000
      Shares on March 1, 2010; and (iv) 750,000 Shares on March 1, 2011. The
      amounts paid to Mr. Mitchell during the fiscal year ended April 30, 2011
      were paid to Cedar Financial Inc., a company controlled by Mr. Mitchell
|(3)    | Under the terms of a verbal agreement, we agreed to pay
      Mr. Boyko $10,000 a month for management consulting services. The amounts
      paid to Mr. Boyko during the fiscal year ended April 30, 2011 were paid to
      Advanced Integrated Resource, a company controlled by Mr. Boyko.                                                                                                                                                                                                                                                                                                                                                                                                          

Page 25 of 35

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised
options for each our named executive officers, as that term is defined in Item
402(m)(2) of Regulation S-K, as of our fiscal year ended April 30, 2011:

Name and Principal Position
    Number of Securities Underlying
      Unexercised Options (#) Exercisable
    Number of Securities Underlying
      Unexercised Options (#) Unexercisable
    Equity Incentive 
      Plan Awards: Number
      of Securities Underlying Unexercised Unearned Options
    Option Exercise Price
    Option Expiration
      DateK. Ian Matheson CEO, President & Director
    1,200,000
    --
    --
    $0.02
    09/06/14Jason S. Mitchell CFO, Treasurer, Secretary &
      Director
    1,500,000 1,200,000
    -- --
    -- --
    $0.05 $0.02
    12/07/11 09/06/14Michael C. Boyko Director of Operations &
      Director
    1,500,000 1,200,000
    -- --
    -- --
    $0.05 $0.02
    12/07/11 09/06/14


DIRECTOR COMPENSATION TABLE

During the year ended April 30, 2011, we did not pay or accrue
any compensation to our Board of Directors.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------------

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning
all equity compensation plans previously approved by stockholders and all
previous equity compensation plans not previously approved by stockholders, as
of the most recently completed fiscal year.

Equity Compensation Plan Information

Plan Category
    Number of Securities 
      to be Issued Upon
      Exercise of Outstanding Options, Warrants and Rights
      (a)
    Weighted-Average 
      Exercise Price of
      Outstanding Options, Warrants and Rights (b)
    Number of Securities 
      Remaining Available
      for Future Issuance Under Equity Compensation Plans (Excluding
      Securities Reflected in column (a)) (c)Equity Compensation Plans Approved By Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved By Security
      Holders
    12,000,000
    $0.035
    10,700,000


Page 26 of 35

---

2010 Stock Incentive Plan

Effective December 7, 2009, our Board of Directors adopted our
2010 Stock Incentive Plan (the "2010 Plan"). The purpose of the 2010 Plan is to
enhance our long-term stockholder value by offering opportunities to our
directors, officers, employees and eligible consultants to acquire and maintain
stock ownership in us in order to give these persons the opportunity to
participate in our growth and success, and to encourage them to remain in our
service.

The 2010 Plan allows us to grant options to our officers,
directors and employees. In addition, we may grant options to individuals who
act as our consultants, so long as those consultants do not provide services
connected to the offer or sale of our securities in capital raising transactions
and do not directly or indirectly promote or maintain a market for our
securities.

A total of 10,000,000 shares of our common stock are available
for issuance under the 2010 Plan. However, at any time after January 31, 2010,
and from time to time thereafter, the Board may increase the maximum aggregate
number of shares of common stock that may be optioned and sold under the 2010
Plan, provided that the maximum aggregate number of shares of common stock that
may be optioned and sold under the 2010 Plan shall at no time be greater than
12.5% of the total number of shares of common stock outstanding.

The 2010 Plan provides for the grant of incentive stock options
and non-qualified stock options. Incentive stock options granted under the 2010
Plan are those intended to qualify as incentive stock options as defined under
Section 422 of the Internal Revenue Code. However, in order to qualify as
incentive stock options under Section 422 of the Internal Revenue Code, the
2010 Plan must be approved by our stockholders within 12 months of its adoption.
The 2010 Plan has not been approved by our stockholders. Non-qualified stock
options granted under the 2010 Plan are option grants that do not qualify as
incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2010 Plan are non-transferable, other
than by will or the laws of descent and distribution.

The 2010 Plan terminates on December 7, 2019, unless sooner
terminated by action of our Board of Directors. No option is exercisable by any
person after such expiration. If an award expires, terminates or is canceled,
the shares of our common stock not purchased thereunder shall again be available
for issuance under the 2010 Plan.

On December 10, 2009, we filed a Registration Statement on Form
S-8 (Registration Number 333-163643) under the Securities Act of 1933, as
amended, to register 10,000,000 shares of our common stock available for
issuance under the 2010 Plan.

On September 7, 2010, our Board of Directors determined that:
(a) no new options may be granted under the 2009 Plan; and (b) the 2010 Plan is
to be terminated once all outstanding options granted under the 2010 Plan have
been exercised, expired or otherwise terminated.

2011 Stock Option Plan

Effective September 7, 2010, we adopted the 2011 Stock
Incentive Plan (the 2011 Plan"). The 2011 Plan allows us to grant certain
options to our directors, officers, employees and eligible consultants. The
purpose of the 2011 Plan is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and eligible
consultants to acquire and maintain stock ownership in us in order to give these
persons the opportunity to participate in our growth and success, and to
encourage them to remain in our service.

The 2011 Plan allows us to grant options to our officers,
directors and employees. In addition, we may grant options to individuals who
act as our consultants, so long as those consultants do not provide services
connected to the offer or sale of our securities in capital raising transactions
and do not directly or indirectly promote or maintain a market for our
securities.

A total of 16,700,000 shares of our common stock are available
for issuance under the 2011 Plan. We may increase the maximum aggregate number
of shares that may be optioned and sold under the 2011 Plan provided the maximum aggregate number of shares that may be
optioned and sold under the 2011 Plan shall at no time be greater than 15% of
the total number of shares of common stock outstanding.

Page 27 of 35

---

The 2011 Plan provides for the grant of incentive stock options
and non-qualified stock options. Incentive stock options granted under the 2011
Plan are those intended to qualify as incentive stock options as defined under
Section 422 of the Internal Revenue Code. However, in order to qualify as
incentive stock options under Section 422 of the Internal Revenue Code, the
2011 Plan must be approved by our stockholders within 12 months of its adoption.
The 2011 Plan has not been approved by our stockholders. Non-qualified stock
options granted under the 2011 Plan are option grants that do not qualify as
incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2011 Plan are non-transferable, other
than by will or the laws of descent and distribution.

The 2011 Plan terminates on September 7, 2020, unless sooner
terminated by action of our Board of Directors. No option is exercisable by any
person after such expiration. If an award expires, terminates or is canceled,
the shares of our common stock not purchased thereunder shall again be available
for issuance under the 2011 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of July 29, 2011
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers (as defined under Item 402(m)(2) of
Regulation S-K), and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)DIRECTORS AND OFFICERSCommon Stock
    K. Ian Matheson CEO, President &
      Director
    103,511,000 Shares (direct &
      indirect)(2)
    47.4%Common Stock
    Jason S. Mitchell CFO, Treasurer, Secretary
      & Director
    80,080,000 Shares (direct &
      indirect)(3)
    41.3%Common Stock
    Michael C. Boyko Director
    6,300,000 Shares (direct &
      indirect)(4)
    3.6%Common Stock
    All Officers and Directors as a Group (3
      persons)
    129,211,000 Shares (direct &
      indirect)
    55.9%5% SHAREHOLDERSCommon Stock
    K. Ian Matheson CEO, President &
      Director 2215 Lucerne Circle Henderson, NV 89014
    103,511,000 Shares (direct &
      indirect)(2)
    47.4%Common Stock
    Jason S. Mitchell CFO, Treasurer, Secretary
      & Director 87 Fountainhead Circle (Street) Henderson, NV 89052
    80,080,000 Shares (direct &
      indirect)(3)
    41.3%Common Stock
    E-Ore Holdings LLC 2580 Anthem Village Dr.,
      Suite 112
    59,600,000 Shares (direct)(5)
    29.8%


Page 28 of 35

---

Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)Henderson, NV 89052


|Notes: |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)    | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of common shares
      actually outstanding on July 29, 2010. As of July 29, 2011, there were
      171,440,352 common shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(2)    | The number of shares listed as beneficially owned by Mr.
      Matheson consist of: (i) 20,351,000 common shares held directly by Mr.
      Matheson; (ii) 180,000 common shares held by Mr. Matheson in trust; (iii)
      800,000 common shares held by Royal City Minerals Inc., a company
      controlled by Mr. Matheson; (iv) 30,800,000 common shares held by E- Ore
      Holdings LLC, a company controlled by Mr. Matheson; (v) 5,040,000 common
      shares held by Gold Crown Holdings, LLC, a company controlled by Mr.
      Matheson; (vi) warrants to acquire 8,000,000 common shares at an exercise
      price of $0.10 per share until February 23, 2012; (vii) warrants to
      acquire 3,400,000 common shares at an exercise price of $0.10 per share
      until January 17, 2013; (viii) warrants to acquire 3,500,000 common shares
      held by E-Ore Holdings LLC at $0.20 pert share until August 17, 2011; (ix)
      warrants to acquire 18,000,000 common shares held by E-Ore Holdings LLC at
      an exercise price of $0.10 per share until January 30, 2012; (x) warrants
      to acquire 7,020,000 common shares held by E-Ore Holdings LLC at an
      exercise price of $0.10 per share until January 13, 2013; (xi) warrants to
      acquire 280,000 common shares held by E-Ore Holdings LLC at an exercise
      price of $0.10 per share until July 13, 2013; (xii) warrants to acquire
      400,000 common shares held by Royal City Minerals Inc. at an exercise
      price of $0.10 per share until February 23, 2012; (xiii) warrants to
      acquire 400,000 common shares held by Royal City Minerals Inc. at an
      exercise price of $0.10 per share until January 30, 2012; (xiv) warrants
      to acquire 3,000,000 common shares held by Gold Crown Holdings LLC at an
      exercise price of $0.10 per share until January 30, 2012; (xv) warrants to
      acquire 1,040,000 common shares held by Gold Crown Holdings, LLC at an
      exercise price of $0.10 per share until July 13, 2013; (xvi) an option to
      acquire 900,000 common shares at an exercise price of $0.05 per share
      until January 15, 2011; and (xvii) an option to acquire 1,200,000 common
      shares at an exercise price of $0.02 per share until September 6, 2014.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(3)    | The number of shares listed as beneficially owned by Mr.
      Mitchell consist of: (i) 6,500,000 common shares held directly by Mr.
      Mitchell; (ii) 30,800,000 common shares held by E-Ore Holdings LLC, a
      company controlled by Mr. Mitchell; (iii) 5,0400,000 common shares held by
      Gold Crown Holdings, LLC, a company controlled by Mr. Mitchell; (iv)
      4,000,000 common shares held by PPI Holdings, LLC, a company controlled by
      Mr. Mitchell; (v) warrants to acquire 1,000,000 common shares at an
      exercise price of $0.10 per share until February 23, 2012; (vi) warrants
      to acquire 1,200,000 common shares at an exercise price of $0.10 per share
      until January 17, 2013; (vii) warrants to acquire 2,000,000 common shares
      held by Pilot Plant Inc. at an exercise price of $0.10 per share until
      February 23, 2012; (viii) warrants to acquire 3,500,000 common shares held
      by E-Ore Holdings LLC at $0.20 per share until August 17, 2011; (ix)
      warrants to acquire 18,000,000 common shares held by E-Ore Holdings LLC at
      an exercise price of $0.10 per share until January 30, 2012; (x) warrants
      to acquire 7,020,000 common shares held by E-Ore Holdings LLC at an
      exercise price of $0.10 per share until January 13, 2013; (xi) warrants to
      acquire 280,000 common shares held by E-Ore Holdings LLC at an exercise
      price of $0.10 per share until July 13, 2013; (xii) warrants to acquire
      3,000,000 common shares held by Gold Crown Holdings LLC at an exercise
      price of $0.10 per share until January 30, 2012; (xiii) warrants to
      acquire 1,040,000 common shares held by Gold Crown Holdings, LLC at an
      exercise price of $0.10 per share until July 13, 2013; (xiv) warrants to
      acquire 2,000,000 common shares held by PPI Holdings LLC, a company
      controlled by Mr. Mitchell, at an exercise price of $0.10 per share until
      January 30, 2012; (xv) an option to acquire 1,500,000 common shares at an
      exercise price of $0.05 per share until December 7, 2011; and (xvi) an
      option to acquire 1,200,000 common shares at an exercise price of $0.02
      per share until September 6, 2014.                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(4)    | The number of shares listed as beneficially owned
      directly by Mr. Boyko consists of: (i) 2,500,000 common shares held by Mr.
      Boyko; (ii) warrants to acquire 500,000 common shares at an exercise price
      of $0.10 per share until January 17, 2013; (iii) warrants to acquire
      600,000 common shares at an exercise price of $0.10 per share until
      January 30, 2012; (iv) an option to acquire 1,500,000 common shares at an
      exercise price of $0.05 per share until December 7, 2011; and (v) an
      option to acquire 1,200,00 common shares at an exercise price of $0.02 per
      share until September 6, 2014                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

Page 29 of 35

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|(5) | The number of shares listed as beneficially owned
      directly by E-Ore Holdings LLC consists of (i) 30,800,000 common shares
      held by E-Ore Holdings LLC, (ii) warrants to acquire 18,000,000 common
      shares at an exercise price of $0.10 per share until January 30, 2012;
      (iii) warrants to acquire 3,500,000 common shares at an exercise price of
      $0.20 per share until August 17, 2011; (iv) warrants to acquire 7,020,000
      common shares at an exercise price of $0.10 per share until January 13,
      2012 and (v) warrants to acquire 280,000 common shares at an exercise
      price of $0.10 per share until July 13, 2013.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

|ITEM 13. | CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------------

RELATED TRANSACTIONS

Except as described below, none of the following parties has,
during the last two fiscal years, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

Indebtedness

We have received a number of short-term loans from our
directors, officers and companies controlled by our directors and officers. The
funds received from these loans have been used by us as general working capital
as we pursue our plan of operation. A summary of the amounts owed to related
parties is provided below:

|(a) | As at April 30, 2011 and 2010, we were indebted to Mr.
      Matheson for principal amounts totaling $252,179 and $227,665,
      respectively. The amounts bear interest at a rate of 10% per annum, are
      unsecured and due on demand. Interest accrued during the years ended April
      30, 2011 and 2010 were in the amount of $119,212 and $85,530,
      respectively.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | As at April 30, 2011 and 2010, we were indebted to Royal
      City Minerals Inc., a company controlled by Mr. Matheson, in the principal
      amount of $0 and $984, respectively. This amount is non-interest bearing,
      unsecured and due on demand.                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | As at April 30, 2011 and 2010, we were indebted to Pass
      Minerals Inc., a company controlled by Mr. Mitchell, in the principal
      amount of $0 and $438, respectively. This amount is non-interest bearing,
      unsecured and due on demand.                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | As at April 30, 2011, we were indebted to Gold Crown
      Holdings LLC, a company controlled by Mr. Matheson and Mr. Mitchell, in
      the principal amount of $47,000. The amount bears interest at a rate of
      10% per annum, is unsecured and due on demand.                                                                                                             

Private Placements with Related Parties

During the years ended April 30, 2011 and 2010, we completed
the following private placements to our directors, officers and companies
controlled by our directors and officers.

|(a) | On August 18, 2009, we issued 3,500,000 Units to E-Ore
      Holdings, LLC, a company controlled by Mr. Matheson and Mr. Mitchell, to
      settle outstanding indebtedness of $350,000. On January 31, 2010,
  we issued 18,000,000 Units to E-Ore Holdings, LLC for cash
  proceeds of $100,000 and to settle indebtedness of $800,000.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 30 of 35

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|(b) | On January 31, 2010, we issued 3,000,000 Units to Gold
      Crown Holdings LLC, a company controlled by Mr. Matheson and Mr. Mitchell,
      for cash proceeds of $150,000.                                                                                                                                                                                                                                                                                                       
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | On January 31, 2010, we issued 2,000,000 Units to PPI
      Holdings LLC, a company which Mr. Mitchell is a 16.7% managing member, for
      cash proceeds of $100,000.                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(d) | On January 18, 2011, we issued : (i) 3,800,000 units to
      Mr. Matheson to settle outstanding indebtedness of $190,000; (ii)
      3,800,000 units to Mr. Mathesons spouse to settle outstanding
      indebtedness of $190,000; (iii) 7,020,000 units to settle outstanding
      indebtedness of $251,000; (iv) 200,000 units to Mr. Mitchell to settle
      outstanding indebtedness of $60,000; and (v) 500,000 units to settle
      outstanding indebtedness of $25,000.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(e) | On March 28, 2011, we issued a total of 900,000 shares of
      our common stock as compensatory stock awards to each of Mr. Mitchell and
      Mr. Boyko.                                                                                                                                                                                                                                                                                                                         

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. All of our directors are considered executive officers under Rule
3b-7 of the Exchange Act. Therefore, none of our directors are independent.

As a result of our limited operating history and minimal
resources, our management believes that it will have difficulty in attracting
independent directors. In addition, we would likely be required to obtain
directors and officers insurance coverage in order to attract and retain
independent directors. Our management believes that the costs associated with
maintaining such insurance is prohibitive at this time.

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.
|-------- | ---------------------------------------

The aggregate fees billed for the fiscal years ended April 30,
2011 and 2010 for professional services rendered by the principal accountant for
the audit of our annual financial statements and review of the financial
statements included in our Quarterly Reports on Form 10-Q and services that are
normally provided by the accountant in connection with statutory and regulatory
filings or engagements for these fiscal periods were as follows:

|                   |   | Year Ended April 30,
      2011 |  |   | Year Ended April 30,
      2010 | 
|------------------ | - | ------------------------------- |  | - | ------------------------------- | 
|                   |   |                                 |  |   |                                 | 
|Audit Fees         | $ | 37,500                          |  | $ | 33,700                          | 
|Audit-Related Fees |   | -                               |  |   | -                               | 
|Tax Fees           | $ | 1,000-                          |  | $ | 1,000                           | 
|All Other Fees     |   | -                               |  |   | -                               | 
|Total              | $ | 39,500                          |  | $ | 34,700                          | 

Page 31 of 35

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PART IV

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|-------- | ----------------------------------------

|Exhibit |                                                                                                                                                                            
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                    
|2.1     | Agreement and Plan of Merger
      dated September 24, 2007 among the Company, Royal Mines Acquisition Corp.,
      Royal Mines Inc. and Kevin B. Epp. (4)                 
|2.2     | Agreement and Plan of Merger dated October 6,
      2007 between the Company and Royal Mines Acquisition Corp. (5)                                                         
|3.1     | Articles of Incorporation.
      (1)                                                                                                                                       
|3.2     | Certificate of Change Pursuant to NRS 78.209
      increasing the authorized capital of common stock to 300,000,000 shares,
      par value $0.001 per share. (2)          
|3.3     | Bylaws. (1)                                                                                                                                                                
|3.4     | Articles of Merger between the Company and
      Royal Mines Acquisition Corp. (5)                                                                                         
|4.1     | Form of Share Certificate.
      (1)                                                                                                                                       
|10.1    | Mineral Property Option Agreement dated January
      28, 2007 between Eugene E. Phebus and Royal Mines Inc. (5)                                                           
|10.2    | Mineral Property Option
      Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines
      Inc. (5)                                                     
|10.3    | Mineral Property Option Agreement dated January
      10, 2007 between James E. Sharp and Royal Mines Inc. (5)                                                             
|10.4    | Mineral Property Option
      Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc.
      (5)                                                           
|10.5    | Mineral Property Option Agreement dated January
      28, 2007 between Walter Simmons II and Royal Mines Inc. (5)                                                          
|10.6    | Mineral Property Option
      Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc.
      (5)                                                           
|10.7    | Mineral Property Option Agreement dated January
      28, 2007 between William Tao and Royal Mines Inc. (5)                                                                
|10.8    | Mineral Property Option
      Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal
      Mines Inc. (5)                                                   
|10.9    | Mineral Property Option Agreement dated January
      28, 2007 between Olivia Tearnan and Royal Mines Inc. (5)                                                             
|10.10   | Mineral Property Option
      Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc.
      (5)                                                             
|10.11   | Mineral Property Option Agreement dated January
      28, 2007 between Ron Manarey and Royal Mines Inc. (5)                                                                
|10.12   | Mineral Property Option
      Agreement dated January 28, 2007 between William Lintz and Royal Mines
      Inc. (5)                                                        
|10.13   | Technology and Asset Purchase Agreement dated
      April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison
      and Royal Mines Inc. (5)                
|10.14   | Restatement and Amendment to
      Lease Agreement dated April 12, 2007 among Erline Y. Smith, Trustee,
      Erline Y. Smith Trust, Lawana Hooper and Royal Mines Inc. (5)
|10.15   | AV Executive Suites Service Agreement dated
      September 13, 2007 between Royal Mines Inc. and Anthem Village Executive
      Suites, LLC. (5)                          
|10.16   | Residential Lease Agreement of
      La Cienega Office. (5)                                                                                                                
|10.17   | Lease Agreement dated June 6, 2007 among
      McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and
      Royal Mines Inc. (5)                          
|10.18   | 2008 Stock Incentive Plan.
      (6)                                                                                                                                       
|10.19   | Non-Qualified Stock Option Agreement between
      the Company and William C. Tao. (6)                                                                                     
|10.20   | Non-Qualified Stock Option
      Agreement between the Company and Jason S. Mitchell. (6)                                                                                  
|10.21   | Extension Agreement between the Company and
      Robert H. Gunnison.(7)                                                                                                   

Page 32 of 35

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|Exhibit |                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                              
|10.22   | Settlement Agreement and Mutual
      Release dated effective November 15, 2008 between the Company and William
      C. Tao. (8)                                    
|10.23   | Extension Agreement dated November 18, 2008
      between the Company and Robert H. Gunnison. (9)                                                                    
|10.24   | 2009 Stock Incentive Plan.
      (10)                                                                                                                                
|10.25   | Form of Non-Qualified Stock Option Agreement
      for Directors and Executive Officers. (10)                                                                        
|10.26   | Management Consulting Agreement
      dated February 24, 2009 between the Company and Jason S. Mitchell.
      (11)                                                  
|10.27   | Payment Extension and License Agreement dated
      March 13, 2009 between New Verde River Mining Co., Inc., Robert H.
      Gunnison and the Company. (12)          
|10.28   | Proprietary Intellectual
      Property License Agreement dated March 24, 2009 between the Company and
      Greene Lyon Group, LLC. (13)                            
|10.29   | Consulting Agreement dated August 14, 2009
      between the Company and Mirador Consulting, Inc. (14)                                                               
|10.30   | Brecheisen License Agreement
      dated August 12, 2009 between Brecheisen Company, Inc., Keith D.
      Brecheisen, Lorna J. Brecheisen and the Company. (15)      
|10.31   | Letter of Intent dated October 21, 2009 between
      the Company and Golden Anvil, SA de CV. (16)                                                                   
|10.32   | First Amendment of Lease
      Agreement dated November 20, 2009 among McKendry Enterprises Inc., Profit
  Sharing Plan and Retirement Trust and Royal Mines Inc. (5)
|10.33   | Toll Processing Agreement dated December 3,
  2009 between the Company and Golden Anvil, SA de CV. (17)                                                              
|10.34   | 2010 Stock Incentive Plan.
      (17)                                                                                                                                
|10.35   | Form of Non-Qualified Stock Option Agreement
      for Directors and Executive Officers. (17)                                                                        
|10.36   | Extension Agreement dated for
      reference February 15, 2010 between the Company and Golden Anvil, SA de
      CV. (18)                                           
|10.37   | Loan Agreement between Royal Mines And Minerals
  Corp. (Lender) and Golden Anvil, SA de CV (Borrower). (19)                                                         
|10.38   | Extension Agreement dated July
      22, 2010, between Robert H. Gunnison (Lender) and Royal Mines and Minerals
      Corp (Borrower).(20)                           
|10.39   | 2011 Stock Incentive Plan.(20)                                                                                                                                       
|10.40   | Consulting Agreement dated for
      reference March 10, 2011 between the Company and Complete Advisory
      Partners, LLC (21)                                     
|10.41   | Form of Compensation Stock Award Agreement.(22)                                                                                                                      
|14.1    | Code of Ethics. (3)                                                                                                                                                  
|23.1    | Consent of Sarna & Company.                                                                                                                                          
|23.2    | Consent of De Joya Griffith                                                                                                                                          
|31.1    | Certification of Chief
      Executive Officer as adopted pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002.                                          
|31.2    | Certification of Chief Financial Officer as
      adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.                                                
|32.1    | Certification of Chief
      Executive Officer as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002.                                          
|32.2    | Certification of Chief Financial Officer as
  adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                    

|Notes:
|------
|(1)   
|(2)   
|(3)   
|(4)   
|(5)   
|(6)   
|(7)   
|(8)   

Page 33 of 35

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|(9)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed December 15, 2008. 
|---- | -----------------------------------------------------------------------------------------------------
|(10) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed January 16, 2009.     
|(11) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed February 26, 2009.    
|(12) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed March 17, 2009.    
|(13) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed March 26, 2009.       
|(14) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed August 17, 2009.      
|(15) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed September 14, 2009.
|(16) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed November 3, 2009.     
|(17) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed December 10, 2009.    
|(18) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed March 16, 2010.    
|(19) | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed August 31, 2010.      
|(20) | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed September 15, 2010.
|(21) | Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed March 17, 2011.          
|(22) | Filed with the SEC as an exhibit to our Current Report on Form 8-K filed April 1, 2011.              

Page 34 of 35

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|      |               |  |     | ROYAL MINES AND MINERALS CORP.                        
|----- | ------------- |  | --- | ------------------------------------------------------
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|Date: | July 29, 2011 |  | By: | /s/
      K. Ian Matheson                             
|      |               |  |     | K. IAN MATHESON                                       
|      |               |  |     | Chief Executive Officer, President and
      Secretary
|      |               |  |     | (Principal Executive Officer)                         
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|Date: | July 29, 2011 |  | By: | /s/
      Jason S. Mitchell                           
|      |               |  |     | JASON S. MITCHELL                                     
|      |               |  |     | Chief Financial Officer and Treasurer                 
|      |               |  |     | (Principal Accounting Officer)                        

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

|Date: | July 29, 2011 |  | By: | /s/
      K. Ian Matheson  
|----- | ------------- |  | --- | ---------------------------
|      |               |  |     | K. IAN MATHESON            
|      |               |  |     | Director                   
|      |               |  |     |                            
|      |               |  |     |                            
|      |               |  |     |                            
|      |               |  |     |                            
|Date: | July 29, 2011 |  | By: | /s/
      Jason S. Mitchell
|      |               |  |     | JASON S. MITCHELL          
|      |               |  |     | Director                   
|      |               |  |     |                            
|      |               |  |     |                            
|      |               |  |     |                            
|      |               |  |     |                            
|Date: | July 29, 2011 |  | By: | /s/
      Michael C. Boyko 
|      |               |  |     | MICHAEL C. BOYKO           
|      |               |  |     | Director                   

---