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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, 2010

[   ] 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: $6,701,050 as of October 30,
2010,based on the average of the closing bid of $0.08 and
the closing ask of $0.085 as quoted on the OTC BulletinBoard.

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 26, 2010, the Registrant had 111,785,352 shares of common stock
outstanding.

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ROYAL MINES AND MINERALS CORP.ANNUAL REPORT ON
FORM 10-KFOR THE YEAR ENDED APRIL 30, 2010

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    |             | 33                                                                                                                   
|           |             |                                                                                                                       |     
|           | ITEM 15.    | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                              | 33  
|           |             |                                                                                                                       |     
|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 mined ore at
our Phoenix Facility; (ii) joint venture, acquire and develop mining projects in
North America; and (iii) generate ongoing revenues from the licensing of our
proprietary, environmentally-friendly lixiviation.

We are focusing our business on toll processing mined ore for
third party mining companies at our processing and refining plant located in
Phoenix, Arizona (the Phoenix Facility). Our Phoenix Facility is a compact,
modular, cost efficient, turn-key operation, with a capacity to process up to 10
tons per day. In processing ore at our Phoenix Facility, we utilize our
environmentally friendly proprietary technology for the lixiviation of minerals
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.

We continued to earn revenues, although minimal, from the
processing of ore at our Phoenix Facility during the fiscal year ended March 31,
2010. In fiscal 2010, we entered into a Toll Processing Agreement with Golden
Anvil, SA de CV (Golden Anvil) and entered into a Letter of Intent with
respect to a proposed 50/50 joint venture. We are continuing our due diligence
of the Golden Anvil project in order to form a proposed 50/50 joint venture with
Golden Anvil. The details of the Letter of Intent and Toll Processing Agreement
are set out under the heading 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
7/8th interest in 20 unpatented claims (the BLM Claims) located
near the Smith Lease. Each BLM Claim is comprised of 160 acres.

We are actively seeking to enter into agreements to license our
Lixiviation Technology to third parties and we are also seeking to enter into
joint ventures with third parties to explore and develop additional mining
projects. There are no assurances that we will be able to license our
Lixiviation Technology or enter into joint ventures for the exploration and
development of additional mining projects.

Phoenix Facility and Lixiviation Technology

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:

Page 3 of 35

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| | (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, 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. 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 Phoenix Facility is an industrial building of approximately
9,809 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 10 tons of ore per day. In processing ore at our Phoenix Facility, we
utilize our Lixiviation Technology, being a closed loop, zero liquid discharge,
leach extraction process. Below is a basic diagram on the processing of ore at
our Phoenix Facility.



We recently received approximately 400 oz of high grade gold
placer concentrate from a private party that we refined into 351 oz of gold dore
bars. We earned a 5% processing fee for our service and expect to receive up to
an additional 2000 oz of this high grade gold placer concentrate to refine over
the next 60 days.

Page 4 of 35

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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 based on its development and status.

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);                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                     
| | (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 9, 2010); 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 7/8th undivided 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.        

GOLDEN ANVIL

Letter of Intent with Golden Anvil

On October 21, 2009, we entered into a letter of intent with
Golden Anvil with respect to the formation and funding of a proposed joint
venture for the exploration, development and production of gold and silver from
mineral concessions (the "Mineral Concessions") owned by Golden Anvil located in
the State of Nayarit, Mexico. The Mineral Concessions are currently being mined
sporadically at a rate of 50 tons per day. A concentration plant on the Mineral
Concessions is currently producing approximately 24 tons of concentrate per
month. Concentrates from Golden Anvil are currently being processed at our
Phoenix Facility.

Subject to each party satisfactorily completing its due
diligence review, the parties intend to enter into a joint venture agreement.
The proposed principal terms of the joint venture agreement are as follows:

Page 5 of 35

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| | (a) | We will acquire a 50% undivided interest in the joint
      venture by providing funding of $3,000,000 (the "Funding") as
    follows:                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                        
| | (b) | Revenue from the joint venture shall be split
      proportionate to ownership. However, 25% of the share of revenue accruing
      to Golden Anvil will go towards the payment of the Repurchase Loan until
      paid in full, and in any event, the Repurchase Loan shall be repaid within
      12 months from the date of funding.

Under the terms of the Letter of Intent, we had until December
20, 2009 to complete our due diligence to determine if we wished to proceed with
the proposed joint venture. Under the terms of the Toll Processing Agreement
dated for reference December 3, 2009, the Due Diligence Period was extended to
February 15, 2010. On March 12, 2010, we entered into an extension agreement
dated for reference February 15, 2010 with Golden Anvil whereby the Due
Diligence Period was further extended to April 30, 2010. We are currently
engaged in discussions with Golden Anvil to further extend the Due Diligence
Period.

There is no assurance that the proposed transaction will be
completed as planned or at all. If we elect to proceed after completion of due
diligence, there is no assurance we will be able to obtain the necessary
financing.

Toll Processing Agreement with Golden Anvil

On December 4, 2009, we entered into a Toll Processing
Agreement dated for reference December 3, 2009 with Golden Anvil. Under the
terms of the Toll Processing Agreement, we have agreed to process concentrates
delivered by Golden Anvil to our Phoenix Facility for a per ton fee of $500 plus
8% of the value of the precious metals recovered and to loan $400,000 to Golden
Anvil, (which amount has been advanced) to pay Golden Anvils costs to acquire
additional land for relocation of its concentrating facilities, and to fund the
relocation and upgrading of Golden Anvils ore concentrating facilities (the
Land Purchase and Facilities Relocation Loan). Our loans will be secured by
Golden Anvils land and ore concentrating facilities. In addition, concentrates
shipped to the Phoenix Facility to date secure an advance of $70,000 previously
made to Golden Anvil.

In the event that we are able to consummate our proposed joint
venture under the Letter of Intent:

| | (a) | the Land Purchase and Facilities Relocation Loan will be
      considered a portion of our contribution requirement under the proposed
      joint venture and Golden Anvil will not be required to repay such loans;
      and                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                             
| | (b) | all concentrates produced by the joint venture will be
      shipped to the Phoenix Facility and processed by us on the same terms as
      the initial shipment and prior shipment until such time as the proposed
      joint venture may establish its own refining facility in
  Mexico.

In the event that we are not able to consummate our proposed
joint venture under the Letter of Intent:

| | (a) | The Land Purchase and Facilities Relocation Loan shall be
      repaid to us out of 15% of the amounts payable to Golden Anvil in respect
      of concentrates shipped to the Phoenix Facility; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                     
| | (b) | Golden Anvil will continue to ship to us all concentrates
      produced by Golden Anvil until one year following the repayment of the
      Land Purchase and Facilities Relocation Loan.          

Page 6 of 35

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As of the date of this Annual Report, Golden Anvil has delivered
  23 tons of concentrates to us. We have produced approximately 25 oz of gold
  and over 400 oz of silver from the original three shipments (23 tons) of concentrate
  generated at the Golden Anvil project in Mexico. We are focused on improving
  the amount of time it takes to separate and extract precious metals from the
  concentrate. Accordingly, we have hired experts to assist us in optimizing the
  total percentage of precious metals recovered from the concentrate. However,
  the optimization of our process has been slowed while we await additional concentrates
  from Golden Anvil.

We have hired a professional mining engineer to evaluate the
progress of the Golden Anvil concentration plant and to review the mine site and
related historic data. The concentration plant expects to begin operations
within 45 days at a projected production rate of 200 tons of head ore per day,
resulting in 75 tons of concentrate per month. We are working with Golden Anvil
to formalize a joint venture agreement and expect to execute an agreement within
60 days.

Subsequent to our year ended April 30, 2010, we loaned Golden Anvil $80,000 in order for Golden Anvil to meet its operating costs.

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.

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.

Page 7 of 35

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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, 2010, we spent approximately
  $846,732 on research and development costs. In fiscal 2009, we spent approximately
  $616,559 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 Phoenix Facility or complete our exploration
and development programs on the Piute Valley Property.

As at April 30, 2010, we had cash on hand of $37,559 and
accumulated net loss of $9,594,840 since inception. Our plan of operation calls
for significant expenses in connection with the operation of our Phoenix
Facility 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 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 have approved a U.S. private placement
of 6,000,000 Units for proceeds of $300,000 (the U.S. Private Placement), a
foreign private placement of 4,000,000 Units for proceeds of $200,000 (the
Foreign Private Placement) and a Section 4(2) private placement offering of
20,000,000 Units for proceeds of $1,500,000 (the Section 4(2) Private
Placement). To date, we have raised cash proceeds and settled indebtedness of $80,000 under the U.S. Private Placement,
$192,775 under the Foreign Private Placement and $1,200,000 under the Section
4(2) 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.

Page 8 of 35

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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. 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 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.

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 Letter of Intent.

There is no assurance that the proposed transaction with Golden
Anvil will be completed as planned or at all. We may decide to neither conduct
due diligence of Golden Anvil nor proceed with the joint venture agreement with
Golden Anvil. Even 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 proceed in a joint venture agreement.

Page 9 of 35

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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 Securities Exchange Act of 1934 (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 2580 Anthem Village Dr., Henderson,
NV 89052, consisting of approximately 150 square feet, which we rent at a cost
of $600 per month. We entered into a lease agreement commencing expiring on
April 30, 2011.

We also rent premises located at 8005 La Cienega, Las Vegas, NV
89123, consisting of approximately 3,600 square feet, for use as office space,
corporate housing, laboratory space and storage space, at a cost of $3,000 per
month. We entered into a lease with respect to these premises which commenced in
April 2006 and expired on May 30, 2008. We will continue to rent these premises
on a month-to-month basis.

We also lease our Phoenix Facility located at 2344 North
33rd Avenue, Maricopa, Arizona. 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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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 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:

Page 12 of 35

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|Phase     | Exploration Program                                                       | Cost     | Status                                 
|--------- | ------------------------------------------------------------------------- | -------- | ---------------------------------------
|Phase 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 March 2011.
|          | 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/t        
|9 x 200 lb. surface samples screened to minus 1⁄4 | 1.9 g/t          | 1.5 g/t         
|5 drill holes  full depth                       | 2.95 g/t         | 0.93 g/t        
|5 drill holes  top 30 meters                    | 3.18 g/t         | 1.5 g/t         

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.

Page 13 of 35

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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 may require 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:

|                                |   | 2010  |  |   | 2009 | 
|------------------------------- | - | ----- |  | - | ---- | 
|                                |   | High  |  |   | Low  | 
|First Quarter ended July 31     | $ | 0.095 |  | $ | 0.05 | 
|Second Quarter ended October 31 | $ | 0.085 |  | $ | 0.07 | 
|Third Quarter ended January 31  | $ | 0.05  |  | $ | 0.02 | 
|Fourth Quarter ended April 30   | $ | 0.039 |  | $ | 0.01 | 

REGISTERED HOLDERS OF OUR COMMON STOCK

As of July 26, 2010, there were 122registered 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

On February 26, 2010, we issued 105,000 shares of common stock
  for warrants exercised at $0.10 per share and 100,000 shares of common stock
  for options exercised at $0.05 per share in order to settle indebtedness of
  $15,500.

|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 the continued development of our ore processing
business at our Phoenix Facility. We will continue to seek out to enter into
ore processing agreements with third party mining companies to
process ore at our Phoenix Facility. However, there are no assurances that we
will be able to enter into any additional ore processing agreements with third
party mining companies on terms acceptable to us or at all.

Page 15 of 35

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We anticipate that over the next twelve months our plan of
operation for our Phoenix Facility and the Piute Valley Property will consist
of:

|1) | Upgrading our Phoenix Facility by installing another
      vibratory drum mill and filter press to increase the process rate at the
      Phoenix Facility to 2,000 lbs per hour. We anticipate that we will require
      $400,000 in order to implement these upgrades at our Phoenix
    Facility.                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2) | Implementing our drilling program of prime targets on the
      Smith Lease. The implementation of this drilling program may require the
      filing of a Notice with the Federal Bureau of Land Management. 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.       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3) | Proceeding with the purchase of a larger concentrator to
      be installed on the Smith Lease, subject to raising substantial financing
      and having a third party concentration technology evaluate the material
      from our pilot product test. If we are able to raise financing and
      purchase a concentrator, of which there is no assurance, we plan to
      commence the processing of mined material on the property.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4) | Exploring strategic partnerships for the exploration of
      the additional Piute Valley Property.                                                                                                                                                                                                                                                                                                                                       

As of April 30, 2010, we had cash in the amount of $37,559.
Accordingly, we do not have sufficient resources to meet the ongoing costs of
our Phoenix Facility, the anticipated costs of completing our plan of operation
for our Phoenix 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 |  
|----------- | - | -------------------- | - | - | ---------- | -
|            |   | 2010                 |   |   | 2009       |  
|Revenue     | $ | 66,799               |   | $ | 2,200      |  
|Expenses    |   | (1,943,103           | ) |   | (1,662,501 | )
|Other Items |   | (52,824              | ) |   | (56,669    | )
|Net Loss    | $ | (1,929,128           | ) | $ | (1,717,000 | )

Revenues

During the year ended April 30, 2010, we earned revenues of
$66,799. We are currently in the exploration stage of our business. We have
begun to process ore at our Phoenix Facility; however, our initial income from
the use of our Phoenix Facility has been minimal. We can provide no assurances
that we will earn significant revenue from the processing of ore at our Phoenix
Facility 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 year ended April
30, 2010 and 2009 are outlined in the table below:

|                                                            |   |                |  |   |                |  |  | Percentage | 
|----------------------------------------------------------- | - | -------------- |  | - | -------------- |  |  | ---------- | 
|                                                            |   | Year Ended     |  |   | Year Ended     |  |  | Increase / | 
|                                                            |   | April 30, 2010 |  |   | April 30, 2009 |  |  | (Decrease) | 
|Mineral exploration and evaluation expenses                 | $ | 753,732        |  | $ | 524,059        |  |  | 43.8%      | 
|Mineral exploration and evaluation expenses  related party |   | 93,000         |  |   | 92,500         |  |  | 0.5%       | 
|General and administrative                                  |   | 467,796        |  |   | 507,748        |  |  | (7.9)%     | 
|General and administrative  related party                  |   | 431,776        |  |   | 420,924        |  |  | 2.6%       | 
|Depreciation and amortization                               |   | 196,799        |  |   | 117,270        |  |  | 67.8%      | 
|Total Expenses                                              | $ | 1,943,103      |  | $ | 1,662,501      |  |  | 16.9%      | 

Our operating expenses for the year ended April 30, 2010
increased as compared to the year ended April 30, 2009. The increase in our
operating expenses primarily relates to an increase in mineral exploration and
evaluation expenses and depreciation and amortization expenses. Those amounts
were partially offset by a slight decrease in general and administrative
expenses.

Mineral exploration and evaluation expenses primarily consisted
of rent, processing extraction costs, consulting fees and labor expenses in
connection with our Phoenix Facility, as well as subcontractor costs with our
exploration program on the Smith Lease. The additional mineral exploration and
evaluation expenses in fiscal 2010 was due to additional consulting and labor
expenses incurred at our phoenix facility.

In fiscal 2010, our general and administrative and general and
administrative related party expenses primarily consisted of: (i) stock based
expenses of $391,478 recognized for stock options issued in December 2009; (ii)
monthly consulting fees paid to our Chief Executive Officer, Mr. Matheson, to
our Chief Financial Officer, Mr. Mitchell and to a member of our Board of
Directors, Mr. Boyko; 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 and
our Piute Valley Property.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                    |   |                           |   |   |           |  
|--------------------------------------------- | - | ------------------------- | - | - | --------- | -
|                                              |   | Year
      Ended April 30 |  
|                                              |   | 2010                      |   |   | 2009      |  
|Net Cash used in Operating Activities         | $ | (1,611,841                | ) | $ | (820,027  | )
|Net Cash used in Investing Activities         |   | (104,403                  | ) |   | (191,400  | )
|Net Cash Provided by Financing Activities     |   | 1,751,984                 |   |   | 1,003,452 |  
|Net Increase (Decrease) in Cash During Period | $ | 35,740                    |   | $ | (7,975    | )

|Working Capital         |   |                         |   |   |                         |   |  |                       | 
|----------------------- | - | ----------------------- | - | - | ----------------------- | - |  | --------------------- | 
|                        |   |                         |   |   |                         |   |  | Percentage            | 
|                        |   | At
      April 30, 2010 |   |   | At
      April 30, 2009 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 437,559                 |   | $ | 1,819                   |   |  | 23,954.9%             | 
|Current Liabilities     |   | (560,337                | ) |   | (756,118                | ) |  | (25.9)%               | 
|Working Capital Deficit | $ | (122,778                | ) | $ | (754,299                | ) |  | (83.7)%               | 

Page 17 of 35

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As at April 30, 2010, we had a working capital deficit of
$122,778 as compared to a working capital deficit of $754,299 as at our year
ended April 30, 2009. The decrease in our a working capital is primarily due to:
(i) the recording of loans receivable of $400,000 in connection with amounts
advanced to Golden Anvil under the Toll Processing Agreement; and (ii) a
decrease in loans payable and accounts payable through a debt settlement
offering.

During the year ended April 30, 2010, we completed the
following equity financings:

|1. | We issued an aggregate of 2,500,000 Units to settle
      outstanding indebtedness of $125,000. 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 common stock at an
      exercise price of $0.10 US per share until July 15, 2011. Of the 2,500,000
      Units issued, we issued 500,000 Units to a director in reliance of Section
      4(2) of the Securities Act to settle outstanding indebtedness in the
      amount of $25,000 owed by us to the director, and we issued 2,000,000
      Units to an existing shareholder in reliance of Regulation S of the
      Securities act to settle outstanding indebtedness in the amount of
      $100,000 owed by us to the existing shareholder.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | We issued 295,000 shares of common stock for warrants
      exercised at $0.10 per share in satisfaction of debt for legal services.
      We also issued 750,000 shares of common stock for options exercised at
      $0.05 per share in satisfaction of debt for legal services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3. | We issued 3,500,000 units to settle outstanding
      indebtedness of $350,000. 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 common stock at an exercise
      price of $0.20 US per share until August 17, 2011. The units were issued
      pursuant to Section 4(2) of the Securities Act. The investor is a limited
      liability company and Mr. Matheson, our Chief Executive Officer, and Mr.
      Mitchell, our Chief Financial Officer, are each 1/8thmanaging
      members of the investor.                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | On December 15, 2009, we issued 900,000 shares of common
      stock for options exercised at $0.05 per share in satisfaction of debt for
      legal services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5. | On January 31, 2010, we issued a total of 29,455,550
      units for cash proceeds of $514,000 and to settle outstanding indebtedness
      of $958,775 as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| | (a) | 1,600,000 Units for cash proceeds of $50,000 and to
      settle outstanding indebtedness of $30,000 under the U.S. Private
      Placement;                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                      
| | (b) | 3,855,500 Units for cash proceeds of $114,000 and to
      settle outstanding indebtedness of $78,775 of which $70,000 was a loan
      payable and $8,775 were accounts payable, under the Foreign Private
      Placement; and     
| |     |                                                                                                                                                                                                                                      
| | (c) | 24,000,000 Units for cash proceeds of $350,000 and to
      settle outstanding indebtedness of $850,000, of which $845,000 were loans
      payable and $5,000 were accounts payable, under the Section 4(2) Private
      Placement.

|   | 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 the exercise price of
      $0.10 per share until January 30, 2012.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                      
|6. | On February 26, 2010, we issued 105,000 shares of common
      stock for warrants exercised at $0.10 per share and 100,000 shares of
      common stock for options exercised at $0.05 per share in satisfaction of
      debt for legal services.                   

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.

Page 18 of 35

---

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. Our
Board of Directors have approved the following private placement offerings:

|(a) | U.S. Private Placement: Our Board of Directors
      approved Our Board of Directors approved a U.S. private placement of
      6,000,000 Units at a price of $0.05 per Unit to persons who are accredited
      investors as defined in Regulation D of the Securities Act (the U.S.
      Private Placement). Each Unit consists of one share of our common stock
      and one share purchase warrant, with each warrant entitling the subscriber
      to purchase an additional share of our common stock for a period of one
      year following the date of the issuance at a price of $0.10 per share. To
      date, we have received cash proceeds and settled indebtedness of $80,000
      under the U.S. Private Placement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | Foreign Private Placement: Our Board of Directors
      also approved a foreign private placement offering of 4,000,000 Units at a
      price of $0.05 per Unit to persons who are not U.S. Persons as defined
      in Regulation S of the Securities Act (the Foreign Private Placement).
      The Units issued in the Foreign Private Placement will be on the same
      terms as the U.S. Private placement. To date, we have received cash
      proceeds and settled indebtedness of $192,775 under the Foreign Private
      Placement.                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | Section 4(2) Private Placement: Our Board of
      Directors also approved a Section 4(2) private placement of 20,000,000
      Units at a price of $0.05 per Unit in a transaction not involved in a
      public offering (the Section 4(2) Private Placement). The Units issued
      in the Section 4(2) Private Placement will be on the same terms as the
      U.S. Private placement. To date, we have received cash proceeds and
      settled indebtedness $1,200,000 under the Section 4(2) Private
      Placement.                                                                                                                                                                                                          

There is no assurance that we will be able to complete the sale
of any additional securities under these offerings. Even if we complete the sale
of all the securities offered under these private placement offerings, there is
no assurance that we will satisfy all of our working capital requirements for
the next twelve months or that theses funds will be sufficient to complete our
planned exploration or development programs.

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 a certain accounting policy, 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.

Page 19 of 35

---

ITEM
8.            
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

|1. | Report of Independent Registered
      Public Accounting Firm;                            
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|2. | Audited Financial Statements for
      the Years Ended April 30, 2010 and 2009, including:

| | a. | Balance Sheets at April 30, 2010 and April 30,
    2009;                                                                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                              
| | b. | Statements of Operations for the year ended April 30,
      2010, for the year ended April 30, 2009 and for the period from July 13,
      2005 (date of Inception) to April 30, 2010;       
| |    |                                                                                                                                                                                              
| | c. | Statement of Stockholders Equity (Deficit) for the
      period from July 13, 2005 (date of inception) to April 30, 2010;                                                                   
| |    |                                                                                                                                                                                              
| | d. | Statements of Cash Flows for the year ended April 30,
      2010 and for the year ended April 30, 2009 and for the period from July
      13, 2005 (date of Inception) to April 30, 2010; and
| |    |                                                                                                                                                                                              
| | e. | Notes to Financial Statements.                                                                                                                                                               

Page 20 of 35

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
  FIRM

To the Board of Directors 
  Royal Mines and Minerals Corp. 
  Henderson, Nevada

We have audited the accompanying balance sheet of Royal Mines
  and Minerals Corp., an exploration stage company, as of April 30, 2010 and April
  30, 2009, and the related statements of operations, stockholders equity
  (deficit), and cash flows for the years then ended, and for the period July 13,
  2005 (date of inception) to April 30, 2010. These financial statements are the
  responsibility of Royal Mines and Minerals Corp.s management. Our
  responsibility is to express an opinion on these financial statements based on
  our audit.

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, 2010 and April
  30, 2009, and the results of its operations and cash flows for the years then
  ended, and for the period July 13, 2005 (date of inception) to April 30, 2010,
  in conformity with accounting principles generally accepted in The United States
  of America.

The accompanying financial statements have been prepared
  assuming that 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 regarding those matters are described in Note
  1. Absent the successful completion of one of these alternatives, the Companys
  operating results will increasingly become uncertain. The financial statements
  do not include any adjustments that might result from the outcome of this
  uncertainty.

/s/ Sarna & Company

Sarna & Company,
  Certified Public Accountants 
  Westlake Village, California 
  July 27, 2010

---

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

|                                                                                                                                                                                      |   | As of          |   |   | As of          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                                                                                                                                                      |   | April 30, 2010 |   |   | April 30, 2009 |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|ASSETS                                                                                                                                                                                |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Current assets                                                                                                                                                                        |   |                |   |   |                |  
|Cash and cash equivalents                                                                                                                                                             | $ | 37,559         |   | $ | 1,819          |  
|Loan receivable                                                                                                                                                                       |   | 400,000        |   |   | -              |  
|Total current
      assets                                                                                                                                                            |   | 437,559        |   |   | 1,819          |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Property and equipment, net                                                                                                                                                           |   | 218,601        |   |   | 277,797        |  
|Intellectual property, net                                                                                                                                                            |   | 150,000        |   |   | 190,000        |  
|Mineral properties                                                                                                                                                                    |   | 35,800         |   |   | 29,000         |  
|Other assets                                                                                                                                                                          |   | 5,500          |   |   | 5,500          |  
|Total
      non-current assets                                                                                                                                                        |   | 409,901        |   |   | 502,297        |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Total assets                                                                                                                                                                          | $ | 847,460        |   | $ | 504,116        |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                                                                                                  |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Current liabilities                                                                                                                                                                   |   |                |   |   |                |  
|Accounts payable                                                                                                                                                                      | $ | 16,937         |   | $ | 177,239        |  
|Accounts payable - related party                                                                                                                                                      |   | 87,000         |   |   | 24,418         |  
|NVRM payable                                                                                                                                                                          |   | 90,000         |   |   | 102,683        |  
|Loans payable - related party                                                                                                                                                         |   | 245,277        |   |   | 382,569        |  
|Accrued interest - related
      party                                                                                                                                                |   | 121,123        |   |   | 64,626         |  
|Deferred revenue                                                                                                                                                                      |   | -              |   |   | 4,583          |  
|Current portion of long-term
      debt                                                                                                                                               |   | -              |   |   | -              |  
|Total current liabilities                                                                                                                                                             |   | 560,337        |   |   | 756,118        |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Long-term debt                                                                                                                                                                        |   | -              |   |   | -              |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Total liabilities                                                                                                                                                                     |   | 560,337        |   |   | 756,118        |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Commitments and contingencies                                                                                                                                                         |   |                |   |   |                |  
|                                                                                                                                                                                      |   |                |   |   |                |  
|Stockholders' equity (deficit)                                                                                                                                                        |   |                |   |   |                |  
|Common stock, $0.001 par
      value; 300,000,000 shares 
            
      authorized, 111,785,352 and 72,679,852 shares, 
              respectively, issued and
      outstanding |   | 111,785        |   |   | 72,680         |  
|Preferred stock, $0.001 par value;
      100,000,000 shares 
             
      authorized, zero shares issued and outstanding                                                       |   | -              |   |   | -              |  
|Additional paid-in capital                                                                                                                                                            |   | 9,770,178      |   |   | 7,341,030      |  
|Accumulated deficit during exploration stage                                                                                                                                          |   | (9,594,840     | ) |   | (7,665,712     | )
|Total
      stockholders' equity (deficit)                                                                                                                                            |   | 287,123        |   |   | (252,002       | )
|                                                                                                                                                                                      |   |                |   |   |                |  
|Total liabilities and stockholders' equity
      (deficit)                                                                                                                            | $ | 847,460        |   | $ | 504,116        |  

See Accompanying Notes to Financial Statements

F-2

---

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

|                                                                               |   |                    |   |   |                |   |   | For the Period      |  
|------------------------------------------------------------------------------ | - | ------------------ | - | - | -------------- | - | - | ------------------- | -
|                                                                               |   |                    |   |   |                |   |   | July 13, 2005       |  
|                                                                               |   |                    |   |   |                |   |   | (Date of Inception) |  
|                                                                               |   | For the Year Ended |   |   | Through        |  
|                                                                               |   | April 30, 2010     |   |   | April 30, 2009 |   |   | April 30, 2010      |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Revenue                                                                        | $ | 66,799             |   | $ | 2,200          |   | $ | 68,999              |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Operating expenses                                                             |   |                    |   |   |                |   |   |                     |  
|Mineral exploration and evaluation expenses                                    |   | 753,732            |   |   | 524,059        |   |   | 2,262,742           |  
|Mineral exploration and
      evaluation expenses - related party              |   | 93,000             |   |   | 92,500         |   |   | 575,500             |  
|General and administrative                                                     |   | 467,796            |   |   | 507,748        |   |   | 2,473,304           |  
|General and administrative -
      related party                               |   | 431,776            |   |   | 420,924        |   |   | 3,903,282           |  
|Depreciation and amortization                                                  |   | 196,799            |   |   | 117,270        |   |   | 422,402             |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Total operating expenses                                                       |   | 1,943,103          |   |   | 1,662,501      |   |   | 9,637,230           |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Loss from operations                                                           |   | (1,876,304         | ) |   | (1,660,301     | ) |   | (9,568,231          | )
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Other income (expense):                                                        |   |                    |   |   |                |   |   |                     |  
|Other income                                                                   |   | 5,000              |   |   | -              |   |   | 99,115              |  
|Interest income                                                                |   | -                  |   |   | -              |   |   | 4,551               |  
|Interest expense                                                               |   | (57,824            | ) |   | (56,699        | ) |   | (130,275            | )
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Total other
      income (expense)                                             |   | (52,824            | ) |   | (56,699        | ) |   | (26,609             | )
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Loss from operations before provision for
      income taxes                   |   | (1,929,128         | ) |   | (1,717,000     | ) |   | (9,594,840          | )
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Income tax benefit                                                             |   | -                  |   |   | -              |   |   | -                   |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Net loss                                                                       | $ | (1,929,128         | ) | $ | (1,717,000     | ) | $ | (9,594,840          | )
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Loss per common share - basic and diluted: 
         Net loss                  | $ | (0.02              | ) | $ | (0.03          | ) |   |                     |  
|                                                                               |   |                    |   |   |                |   |   |                     |  
|Weighted average common shares outstanding - 
         Basic and
      diluted |   | 86,523,147         |   |   | 51,096,418     |   |   |                     |  

See Accompanying Notes to Financial Statements

F-3

---

|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, July 13, 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          |  

See Accompanying Notes to 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) |  
|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         | )
|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          |  

See Accompanying Notes to Financial Statements

F-5

---

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

|                                                                                             |   |                    |   |   |                |   |   | For the Period      |  
|-------------------------------------------------------------------------------------------- | - | ------------------ | - | - | -------------- | - | - | ------------------- | -
|                                                                                             |   |                    |   |   |                |   |   | July 13, 2005       |  
|                                                                                             |   |                    |   |   |                |   |   | (Date of Inception) |  
|                                                                                             |   | For the Year Ended |   |   | Through        |  
|                                                                                             |   | April 30, 2010     |   |   | April 30, 2009 |   |   | April 30, 2010      |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                         |   |                    |   |   |                |   |   |                     |  
|Net loss                                                                                     | $ | (1,929,128         | ) | $ | (1,717,000     | ) | $ | (9,594,840          | )
|Adjustments to reconcile loss from operating
      to net cash used in operating activities: |   |                    |   |   |                |   |   |                     |  
|Depreciation and amortization                                                                |   | 196,799            |   |   | 117,270        |   |   | 422,402             |  
|Stock based
      expenses                                                                   |   | 223,702            |   |   | 178,126        |   |   | 1,095,447           |  
|Stock based expenses - related party                                                         |   | 167,776            |   |   | 284,424        |   |   | 3,342,283           |  
|Changes in operating assets and liabilities:                                                 |   |                    |   |   |                |   |   | -                   |  
|Other current assets and liabilities                                                         |   | (17,266            | ) |   | 8,431          |   |   | (12,683             | )
|Other assets                                                                                 |   | -                  |   |   | -              |   |   | (5,500              | )
|Loan receivable                                                                              |   | (400,000           | ) |   | -              |   |   | (400,000            | )
|Accounts payable
      and accrued interest                                                  |   | (27,803            | ) |   | 302,096        |   |   | 509,801             |  
|Accounts payable and accrued interest- related party                                         |   | 174,079            |   |   | 6,626          |   |   | 250,013             |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|Net cash used in operating activities                                                        |   | (1,611,841         | ) |   | (820,027       | ) |   | (4,393,077          | )
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                                                          |   |                    |   |   |                |   |   |                     |  
|Cash paid on mineral property claims                                                         |   | (6,800             | ) |   | (6,500         | ) |   | (25,300             | )
|Cash acquired on reverse
      merger                                                        |   | -                  |   |   | -              |   |   | 2,306               |  
|Purchase of fixed assets                                                                     |   | (97,603            | ) |   | (184,900       | ) |   | (591,003            | )
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|Net cash used in investing activities                                                        |   | (104,403           | ) |   | (191,400       | ) |   | (613,997            | )
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                                                          |   |                    |   |   |                |   |   |                     |  
|Proceeds from stock issuance                                                                 |   | 415,500            |   |   | 557,000        |   |   | 2,813,581           |  
|Share subscriptions                                                                          |   | -                  |   |   | -              |   |   | -                   |  
|Proceeds / (Payments) on
      long-term debt                                                |   | -                  |   |   | (3,841         | ) |   | -                   |  
|Proceeds / (Payments) on borrowings                                                          |   | 1,336,484          |   |   | 450,293        |   |   | 2,231,052           |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|Net cash provided by financing activities                                                    |   | 1,751,984          |   |   | 1,003,452      |   |   | 5,044,633           |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|NET CHANGE IN CASH                                                                           |   | 35,740             |   |   | (7,975         | ) |   | 37,559              |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|CASH AT BEGINNING OF PERIOD                                                                  |   | 1,819              |   |   | 9,794          |   |   | -                   |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|CASH AT END OF PERIOD                                                                        | $ | 37,559             |   | $ | 1,819          |   | $ | 37,559              |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTAL INFORMATION                                                                     |   |                    |   |   |                |   |   |                     |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|Interest Paid                                                                                | $ | 97                 |   | $ | 1,093          |   | $ | 3,930               |  
|Income Taxes Paid                                                                            | $ | -                  |   | $ | -              |   | $ | -                   |  
|                                                                                             |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTARY DISCLOSURE FOR 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 satisfaction
      of debt                                                   | $ | 241,275            |   | $ | 202,070        |   | $ | 443,345             |  
|Stock issued in satisfaction of loans made to
      the Company                              | $ | 1,420,000          |   | $ | 620,000        |   | $ | 2,040,000           |  
|Stock issued as compensation                                                                 | $ | -                  |   | $ | 120,000        |   | $ | 120,000             |  

See Accompanying Notes to Financial Statements

F-6

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

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

Basis of Presentation These
  financial statements and related notes are presented in accordance with
  accounting principles generally accepted in the United States. The Companys
  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 and base metals
  from its own and others mining assets, 2) joint venture, acquire and develop
  projects in North America, and 3) generate ongoing revenues from the licensing
  of its proprietary, environmentally-friendly lixiviation process. 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,
  2010, the Company has incurred cumulative net losses of approximately $9,594,840
  from operations and has negative working capital of $122,778. 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 will be
  successful in accomplishing its objectives. The financial statements do not
  include any adjustments that might be necessary if the Company is unable to
  continue as a going concern.

F-7

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

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

Use of Estimates- The
  preparation of financial statements in conformity with accounting principles
  generally accepted in the United States 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 other income
  (expense).

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 April 30, 2010 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-8

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|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 due to the early stage of exploration. 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 equivalents, which
  include stock options and warrants to purchase common stock, on April 30, 2010,
  2009 and 2008 that were not included in the computation of diluted EPS because
  the effect would be antidilutive were 68,688,100, 32,216,840 and 4,340,000
  respectively.

F-9

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

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

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 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. The 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.

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 statements upon adoption.

Effective July 1, 2009, the FASB
  Accounting Standards Codification (ASC) (Topic 105, Generally Accepted
  Accounting Principles), became the single source for authoritative
  nongovernmental U.S. generally accepted accounting principles. Rules and
  interpretive releases of the SEC under authority of federal securities laws are
  also sources of authoritative U.S. GAAP for SEC registrants. The ASC does not
  change US GAAP but is intended to simplify user access to all authoritative U.S.
  GAAP by providing all the authoritative literature related to a particular topic
  in one place. Effective September 15, 2009, all public filings of the Company
  will reference the ASC as the sole source of authoritative literature.

F-10

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|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
|-- | ---------------

Between October 8, 2009 and April 30,
  2010, the Company advanced $470,000 to Golden Anvil, in accordance with the toll
  processing agreement dated December 3, 2009, bearing no interest and secured by
  Golden Anvils interest in shipments of concentrate, their land and their
  facilities. The Company received concentrates from Golden Anvil valued at
  $70,000 and reduced the loan receivable accordingly.

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

Property and equipment consists of the
  following:

| |                                   |   | As of          |  |   | As of          | 
| | --------------------------------- | - | -------------- |  | - | -------------- | 
| |                                   |   | April 30, 2010 |  |   | April 30, 2009 | 
| | Process, lab and office equipment | $ | 411,734        |  | $ | 348,000        | 
| | Site Equipment                    |   | 179,269        |  |   | 145,400        | 
| | Less: accumulated depreciation    |   | 372,402        |  |   | 215,603        | 
| |                                   | $ | 218,601        |  | $ | 277,797        | 

|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 and will
  be amortized quarterly on a straight-line basis over a 5 year period starting
  with the recognition of revenue from the licensing of the Companys technology.
  The Company recorded $50,000 and $10,000 of amortization expense for the year
  ended April 30, 2010 and 2009, respectively.

F-11

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|5. | MINERAL PROPERTIES
|-- | ------------------

As of April 30, 2010 and 2009, mineral
  properties totaling $35,800 and $29,000, 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. Annual renewal fees are capitalized. 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.

|6. | ACCOUNTS PAYABLE - RELATED
      PARTY
|-- | --------------------------------------

As of April 30, 2010 and 2009, accounts
  payable  related party consisted of $87,000 and $24,418, respectively, due to
  directors and officers of the Company for consulting fees and reimbursable
  expenses.

|7. | NVRM PAYABLE
|-- | ------------

As of April 30, 2010 and 2009, NVRM
  payable consists of $90,000 and $102,683, respectively, payable to New Verde
  River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above
  (see Note 3). Mr. Gunnison signed an extension agreement extending the payment
  deadline to June 30, 2011. The payable bears 6% interest annually.

|8. | LOANS PAYABLE AND ACCRUED INTEREST  RELATED
      PARTY
|-- | --------------------------------------------------------

As of April 30, 2010 and 2009, loans
  payable  related party of $245,277 and $382,569, respectively, consists of
  borrowings, directly and indirectly, from one director and one affiliate (5% or
  greater beneficial owner) of the Company. The balances bear 10% interest, are
  unsecured and are due on demand. As of April 30, 2010 and 2009, accrued interest
   related party was $121,123 and $64,626, respectively.

|9. | COMMITMENTS AND
      CONTINGENCIES
|-- | -----------------------------------

Lease obligations The Company
  has operating leases for its corporate office and plant facility. Future minimum
  lease payments under the operating leases as of April 30, 2010 are as
  follows:

Fiscal year ending April 30, 2011
      $
      64,155Fiscal year ending April 30, 2012
      $
      56,307Fiscal year ending April 30, 2013
      $
      64,740Thereafter
      $
      21,972


F-12

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|9. | COMMITMENTS AND CONTINGENCIES(continued)
|-- | ----------------------------------------

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, 2010 and 2009, there
  were 111,785,352 and 72,679,852 shares of common stock outstanding and zero and
  zero shares of preferred stock outstanding, respectively. Outstanding shares of
  common stock consist of the following:

| | a) | On March 16, 2006, the Company issued 1,000 shares of
      common stock to one individual for cash at $0.001 per share.                                                                                                                                                                                                                                                                                                                                         
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | b) | On November 30, 2006, the Company issued 12,500,000
      shares of common stock to three individuals for cash at $0.001 per
      share.                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | c) | On December 29, 2006, the Company issued 7,800,000 shares
      of common stock for cash at $0.01 per share.                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | d) | On January 10, 2007, the Company issued 1,050,000 shares
      of common stock for the purchase of 7/8ths interest in 24 minerals claims
      at $0.01 per share.                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | e) | On February 28, 2007, the Company issued 1,250,000 shares
      of common stock to three individuals for cash at $0.10 per
      share.                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | f) | On March 31, 2007, the Company issued 1,800,000 shares of
      common stock to four individuals for cash at $0.10 per share.                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | g) | On April 2, 2007, the Company issued 2,000,000 shares of
      common stock to one individual, in connection with the NVRM Agreement, for
      the purchase of intellectual property and equipment.                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | h) | On May 31, 2007, the Company closed a private placement
      offering for proceeds of $620,582, of which $505,114 was received and
      recorded as share subscriptions received as of April 30, 2007. The Company
      issued 2,482,326 shares of common stock, at $0.25 per share, to non-U.S.
      investors pursuant to Regulation S of the Securities Act of
      1933.                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | i) | On June 4, 2007, the Company closed a private placement
      offering for proceeds of $825,000 and issued 3,300,000 shares of common
      stock, at $0.25 per share, to accredited U.S. investors pursuant to
      Regulation D of the Securities Act of 1933.                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | j) | On October 5, 2007, the Company issued 13,968,926 shares
      of common stock in the reverse acquisition of Centrus Ventures
      Inc.                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | k) | On September 3, 2008, the Company completed a private
      placement of 200,000 units at a price of $0.50 per unit for total proceeds
      of $100,000. Each unit is comprised of one share of common stock and
      one-half of one share purchase warrant. Each whole share purchase warrant
      will entitle the holder to purchase one additional share of common stock
      at a price of $0.75 per share for a period ending September 2,
      2010.

F-13

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|10. | STOCKHOLDERS EQUITY(continued)
|--- | -------------------------------

| | l) | On November 15, 2008, under the terms of a settlement
      agreement, the Company issued 450,760 units at a price of $0.30 per unit,
      with each unit consisting of one common share and one share purchase
      warrant of the Company. Each warrant is exercisable to purchase an
      additional common share at a price of $0.50 per share for a period of two
      (2) years from the date of issuance. The units were issued pursuant to the
      provisions of Regulation S promulgated under the Securities Act of
      1933.                                                                                                                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | m) | On February 24, 2009, the Company issued 9,140,000 units
      for $457,000 in cash, 12,400,000 units for $620,000 ($400,000 from one
      director) in loans made to the Company and 1,336,840 units to retire
      $65,505 in corporate indebtedness under three separate private placement
      offerings. 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 common stock for a period of two
      years at an exercise price of $0.10 per share. The Company also entered
      into a management consulting agreement with an officer of the Company, and
      pursuant to the terms of the agreement issued an aggregate of 3,000,000
      restricted shares of its common stock.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | n) | On July 16, 2009, the Company issued 2,000,000 units for
      $100,000 in loans made to the Company and 500,000 units to retire $25,000
      in corporate indebtedness for consulting services under two separate
      private placement offerings. 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 common stock for a
      period of two years at an exercise price of $0.10 per share.                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | o) | On August 4, 2009, the Company issued 295,000 shares of
      common stock for warrants exercised at $0.10 per share and 750,000 shares
      of common stock for options exercised at $0.05 per share in satisfaction
      of debt for legal services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | p) | On August 14, 2009, the Company issued 1,500,000 shares
      of common stock to an investor relations services firm pursuant to the
      terms of the consulting agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | q) | On August 18, 2009, the Company issued 3,500,000 units,
      for $350,000 in loans made to the Company by one director, at a price of
      $0.10 per unit, with each unit consisting 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 $0.20 per
      share for a period of two years from the date of issue.                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | r) | On December 15, 2009, the Company issued 900,000 shares
      of common stock for options exercised at $0.05 per share in satisfaction
      of debt for legal services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | s) | On January 31, 2010, the Company issued 19,400,000 units
      for $970,000 ($900,000 from one director) in loans made to the Company,
      8,280,000 units for $414,000 in cash and 1,775,500 units to retire $88,775
      in corporate indebtedness, at a price of $0.05 per unit, with each unit
      consisting 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.                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | t) | On February 26, 2010, the Company issued 105,000 shares
      of common stock for warrants exercised at $0.10 per share and 100,000
      shares of common stock for options exercised at $0.05 per share in
      satisfaction of debt for legal services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-14

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|11. | STOCK INCENTIVE PLANS
|--- | ---------------------

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 30, 2010, 1,000,000 options
  under the 2010 Plan have been exercised.

From the date of inception through
  April 30, 2010, compensation expense related to the granting of stock options
  under the 2010 Plan was $391,478 and is 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 April 30, 2010, 750,000 options under
  the 2009 Plan have been exercised.

From the date of inception through
  April 30, 2010, compensation expense related to the granting of stock options
  under the 2009 Plan was $342,550 and is 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.

Effective December 7, 2009, the Company
  suspended the 2009 Plan. No new options may be granted under the 2009 Plan and
  the 2009 Plan will be terminated once all outstanding options granted under the
  2009 Plan have been exercised, expired or otherwise terminated.

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, 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. As of April 30, 2010 all 4,340,000 stock
  options expired without exercise.

F-15

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2010                

|11. | STOCK INCENTIVE PLANS(continued)
|--- | --------------------------------

From the date of inception through
  April 30, 2010, compensation expense related to the granting of stock options
  under the 2008 Plan was $3,583,702 and is 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.

|12. | RELATED PARTY TRANSACTIONS
|--- | --------------------------

For the year ended April 30, 2010 the
  Company incurred $357,000 in consulting fees expense from companies with a
  common director or officer, and $167,776 in stock based expense from stock
  options granted to directors and officers.

For the year ended April 30, 2009 the
  Company incurred $229,000 in consulting fees expense from companies with a
  common director or officer, and $284,424 in stock based expense from stock
  options granted to directors and officers.

F-16

---

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

None,

ITEM 9A(T).  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, 2010 (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 Securities Exchange Act of
1934. 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 temporary 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, 2010 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

Page 21 of 35

---

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 | Positions                                                       
|----------------- | --- | ----------------------------------------------------------------
|                  |     |                                                                 
|K. Ian Matheson   | 69  | Chief Executive
      Officer, President and Director           
|                  |     |                                                                 
|Jason S. Mitchell | 40  | Chief Financial
      Officer, Treasurer, Secretary and Director
|                  |     |                                                                 
|Michael C. Boyko  | 38  | Director of
      Operations                                    

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

K. Ian Matheson was 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. Boyko was appointed Director of Operations 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 Form
|---------------------------------------------------------------------------------------- | ------------------------------------ | -------------------------------------- | --------------------------------------------
|K. Ian Matheson       Chief Executive Officer,
      President and Director              | Two                                  | Two                                    | None                                        
|Jason S. Mitchell       Chief Financial
      Officer, Treasurer, Secretary and Director | Two                                  | Two                                    | None                                        
|Michael C. Boyko Director                                                                | One                                  | One                                    | 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, 2010 and
2009.

|SUMMARY COMPENSATION
        TABLE                                                  
|------------------------------------------------------------------------------------
|Name & Principal 
        Position                                                  
|K. Ian Matheson(1)
        CEO, President &
        Director                        
|Jason S. Mitchell(2)
        CFO, Treasurer,
        Secretary &
        Director   
|Michael C. Boyko(3)
        Director of Operations                                  
|William C. Tao(4)
        Former Executive
        Officer & Former
        Director

Notes:

|(1) | Under the terms of a verbal agreement, we agreed to pay
      Pass Minerals Inc., a company controlled by Mr. Matheson, $5,000 per month
      for consulting services provided by Mr. Matheson.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The amounts paid to Mr. Mitchell during our fiscal year
      ended April 30, 2008 were pursuant to a verbal agreement to pay Mr.
      Mitchell $12,000 per month for management consulting services. 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, 2009 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(4) | Dr. Tao was a member of our Board of Directors from
      October 5, 2007 to November 15, 2008. Dr. Tao was our Chief Financial
      Officer and Treasurer from October 5, 2007 to February 1, 2008 and our
      Chief Executive Officer, President and Secretary from October 5, 2007 to
      November 15, 2008. The amounts paid to Dr. Tao during the fiscal year
      ended April 30, 2009 were paid to WCT & Associates, a company
      controlled by Dr. Tao.                                                                                                                                                                                                                                                                                                                                                                                                                                              

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, 2010:

|Name and Principal
      Position                                  | Number of Securities
      Underlying Unexercised Options (#) Exercisable | Number of Securities
      Underlying Unexercised Options (#) Unexercisable | Equity Incentive PlanAwards:
      Number of Securities Underlying Unexercised Unearned
      Options | Option Exercise
      Price | Option Expiration
      Date | Number of
      Shares or Units of Stock that have not Vested | Market Value of Shares or
      Units of Stock that have not Vested
|------------------------------------------------------------------ | ------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------- | --------------------------- | ---------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------------
|K. Ian Matheson CEO, President & Director                          | 900,000                                                                   | --                                                                          | --                                                                                                    | $0.05                       | 01/15/11                     | --                                                            | --                                                                 
|Jason S. Mitchell       CFO, Treasurer, Secretary &
      Director | 1,200,000 1,500,000                                                       | -- --                                                                       | -- --                                                                                                 | $0.05 $0.05                 | 01/15/11 12/07/11            | 750,000(1)                                                    | $81,750                                                            
|Michael C. Boyko Director of Operations                            | 300,000 1,500,000                                                         | --                                                                          | --                                                                                                    | $0.05 $0.05 $0.05           | 01/15/11 12/07/11            | --                                                            | --                                                                 

Note:

|(1) | 750,000 shares of common stock will vest on March 1,
      2011.
|--- | ----------------------------------------------------------------

DIRECTOR COMPENSATION TABLE

During the year ended April 30, 2010, 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 Applicable                                                                                                                                             
|Equity Compensation Plans Not Approved By Security Holders | 10,025,000                                                                                                  | $0.05                                                                                 | 3,000,000                                                                                                                                                  

Page 26 of 35

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2009 Stock Incentive Plan

Effective January 12, 2009, our Board of Directors adopted our
2009 Stock Incentive Plan (the "2009 Plan"). The purpose of the 2009 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 2009 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 5,000,000 shares of our common stock are available
for issuance under the 2009 Plan. However, the maximum aggregate number of
shares of our common stock that may be optioned and sold under the 2009 Plan
will increase effective on the first day of each of our fiscal quarters, after
February 1, 2009, by an amount equal to the lesser of:

| | (a) | 10% of the total increase in the number of shares of
      common stock outstanding during the previous fiscal quarter; or
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (b) | such lesser number of shares of common stock as may be
      determined by our Board of Directors.                        

The 2009 Plan provides for the grant of incentive stock options
and non-qualified stock options. Incentive stock options granted under the 2009
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
2009 Plan must be approved by our stockholders within 12 months of its adoption.
The 2009 Plan has not been approved by our stockholders. Non-qualified stock
options granted under the 2009 Plan are option grants that do not qualify as
incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2009 Plan are non-transferable, other
than by will or the laws of descent and distribution.

The 2009 Plan terminates on January 11, 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 2009 Plan.

On April 6, 2009, we filed a Registration Statement on Form S-8
(Registration Number 333-158443) under the Securities Act of 1933, as amended,
to register 5,000,000 shares of our common stock available for issuance under
the 2009 Plan.

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

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.

Page 27 of 35

---

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, 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 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.

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 26,
2010by: (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 OFFICERS
|Common Stock           | K. Ian Matheson 
        CEO, President & Director                                                                                    | 77,931,000 Shares 
        (direct & indirect)(2) | 52.7%                        
|Common Stock           | Jason S. Mitchell 
        CFO, Treasurer, Secretary & Director                                                                       | 70,100,000 Shares 
        (direct & indirect)(3) | 48.0%                        
|Common Stock           | Michael C. Boyko 
        Director                                                                                                    | 4,000,000 Shares 
        (direct & indirect)(4)  | 3.5%                         
|Common Stock           | All Officers and Directors 
        as a Group (3 persons)                                                                            | 102,282,000 Shares 
        (direct & indirect)   | 62.8%                        
|5% SHAREHOLDERS       
|Common Stock           | Jason S. Mitchell 
        CFO, Treasurer, Secretary & Director 
        87 Fountainhead Circle (Street) 
        Henderson, NV 89052 | 70,100,000 Shares 
        (direct & indirect)(3) | 48.0%                        

Page 28 of 35

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|Title of Class | Name and Address
      of Beneficial Owner                                              | Number of Shares of Common
      Stock(1)      | Percentage of Common
      Stock(1)
|-------------- | --------------------------------------------------------------------------------------- | ---------------------------------------------- | -----------------------------------
|Common Stock   | K. Ian Matheson CEO,
      President & Director 2215 Lucerne Circle Henderson, NV 89014 | 77,931,000 Shares (direct &
      indirect)(2) | 52.7%                              
|Common Stock   | E-Ore Holdings LLC 2580
      Anthem Village Dr., Suite 112 Henderson, NV 89052         | 47,000,000 Shares (direct)(5)                  | 34.7%                              

Notes:

* Less than 1%.

|(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 26, 2010. As of July 26, 2010, there were
      111,785,352 common shares issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | The number of shares listed as beneficially owned by Mr.
      Matheson consist of: (i) 13,251,000 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) 23,500,000 common shares held by E- Ore
      holdings LLC, a company controlled by Mr. Matheson; (v) 4,000,000 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, 2011; (vii) warrants to
      acquire 3,500,000 common shares held by E-Ore Holdings LLC at $0.20 pert
      share until August 17, 2011; (viii) warrants to acquire 2,000,000 common
      shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share
      until January 30, 2012; (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
      July 15, 2011; (x) 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, 2011; (xi) 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, 2011; (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, 2011; and (xiii) an option to acquire 900,000 common shares at an
      exercise price of $0.05 per share until January 15, 2011.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3) | The number of shares listed as beneficially owned by Mr.
      Mitchell consist of: (i) 4,400,000 common shares held directly by Mr.
      Mitchell; (ii) 2,000,000 common shares held by Pilot Plant Inc., a company
      that Mr. Mitchell is a shareholder, secretary, treasurer and a director;
      (iii) 23,500,000 common shares held by E-Ore Holdings LLC, a company
      controlled by Mr. Mitchell; (iv) 4,000,000 common shares held by Gold
      Crown Holdings, LLC, a company controlled by Mr. Mitchell; (v) 2,000,000
      common shares held by PPI Holdings, LLC, a company controlled by Mr.
      Mitchell; (vi) warrants to acquire 1,000,000 common shares at an exercise
      price of $0.10 per share until February 23, 2011; (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, 2011; (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 2,000,000 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 18,000,000 common shares
      held by E-Ore Holdings LLC at an exercise price of $0.10 per share until
      July 15, 2011; (xi) warrants to acquire 3,500,000 common shares held E-Ore
      Holdings LLC at an exercise price of $0.20 per share until August 17,
      2011; (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,
      2011; (xiii) 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, 2011; (xiv) an option to acquire
      1,200,000 common shares at an exercise price of $0.05 per share until
      January 15, 2011; and (xv) an option to acquire 1,500,000 common shares at
      an exercise price of $0.05 per share until December 7,
  2011.

Page 29 of 35

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|(4) | The number of shares listed as beneficially owned
      directly by Mr. Boyko consists of: (i) 1,100,000 common shares held by Mr.
      Boyko; (ii) warrants to acquire 500,000 common shares at an exercise price
      of $0.10 per share until July 15, 2011; (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 300,000 common shares at an exercise price
      of $0.05 per share until January 15, 2011; and (v) an option to acquire
      1,500,000 common shares at an exercise price of $0.05 per share until
      December 7, 2011.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(5) | The number of shares listed as beneficially owned
      directly by E-Ore Holdings LLC consists of (i) 23,500,000 common shares
      held by E-Ore Holdings LLC, (ii) warrants to acquire 2,000,000 common
      shares at an exercise price of $0.10 per share until January 30, 2012;
      (iii) warrants to acquire 18,000,000 common shares at an exercise price of
      $0.10 per share until July 15, 2011; and (iv) warrants to acquire
      3,500,000 common shares at an exercise price of $0.20 per share until
      August 17, 2011.                                                                                                

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, 2010 and 2009, we were indebted to Mr.
      Matheson for principal amounts totaling $227,665 and $164,064,
      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, 2010 and 2009 in the amount of $85,530 and $38,205,
    respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(b) | As at April 30, 2010 and 2009, we were indebted to Royal
      City Minerals Inc., a company controlled by Mr. Matheson, in the principal
      amount of $984 and $39,504, respectively. This amount is non-interest
      bearing, unsecured and due on demand.                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(c) | As at April 30, 2009, we were indebted to Mr. Mitchell in
      the principal amount of $10,000. This amount is non-interest bearing,
      unsecured and due on demand.                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(d) | As at April 30, 2009, we were indebted to Pilot Plant
      Inc., a company controlled by Mr. Mitchell, in the principal amount of
      $20,000. This amount is non-interest bearing, unsecured and due on
      demand.                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                           
|(e) | As at April 30, 2010 and 2009, we were indebted to Pass
      Minerals Inc., a company controlled by Mr. Matheson and Mr. Mitchell, in
      the principal amount of $438 and $31,000, respectively. This amount is
      non-interest bearing, unsecured and due on demand.                                                                                              

Page 30 of 35

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|(f) | As at April 30, 2009, we were indebted to Gold Crown
      Minerals, a company controlled by Mr. Matheson and Mr. Mitchell, in the
      principal amount of $15,000. This amount is non-interest bearing,
      unsecured and due on demand.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Private Placements with Related Parties

During the years ended April 30, 2010 and 2009, we completed
the following private placements to our directors, officers and companies
controlled by our directors and officers.

|(a) | On February 24, 2009, we issued 8,000,000 Units to Mr.
      Matheson to settle outstanding indebtedness of $400,000. 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
      common stock for a period of two years at an exercise price of $0.10 US
      per share.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(b) | On February 24, 2009, we issued 400,000 Units to Royal
      City Minerals Inc., a company controlled by Mr. Matheson, to settle
      outstanding indebtedness of $20,000. On January 31, 2010, we issued an
      additional 400,000 Units to Royal City Minerals Inc. to settle outstanding
      indebtedness of $20,000                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(c) | On February 24, 2009, we issued 1,000,000 Units to Mr.
      Mitchell to settle outstanding indebtedness of $50,000.                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(d) | On February 24, 2009, we issued 2,000,000 Units to Pilot
      Plant Inc., a company controlled by Mr. Mitchell, for cash proceeds of
      $50,000 and to settle outstanding indebtedness of $50,000.                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | 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.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(f) | 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.                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                   
|(g) | 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.                                                                                                                                                                                                                           

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,
2010 and 2009 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:

Page 31 of 35

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|                   | Year Ended April 30, 2010 | Year Ended April 30, 2009
|------------------ | ------------------------- | -------------------------
|                   |                           |                          
|Audit Fees         | $ 25,400                  | $28,150                  
|Audit-Related Fees | $ NIL                     | $ NIL                    
|Tax Fees           | $ NIL                     | $ NIL                    
|All Other Fees     | $ NIL                     | $ NIL                    
|                   |                           |                          
|Total              | $ 25,400                  | $28,150                  

Page 32 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 33 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   | Toll Processing
        Agreement dated December 3, 2009 between the Company and Golden Anvil,
        SA de CV.(17)                                              
|10.33   | 2010 Stock Incentive
        Plan.(17)                                                                                                                            
|10.34   | Form of Non-Qualified
        Stock Option Agreement for Directors and Executive Officers.(17)                                                                    
|10.35   | Extension Agreement
        dated for reference February 15, 2010 between the Company and Golden Anvil,
        SA de CV.(18)                                     
|14.1    | Code of Ethics.(3)                                                                                                                                                
|23.1    | Consent
        of Sarna & Company.                                                                                                                               
|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)  | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on August 17, 2006, as
    amended.
|---- | --------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed June 12, 2007.                                         
|(3)  | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed July 30, 2007.                                       
|(4)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed on September 28, 2007                                  
|(5)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed October 12, 2007.                                      
|(6)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed February 5, 2008.                                      
|(7)  | Filed with the SEC as an exhibit to our Quarterly Report
      on Form 10-Q filed September 15, 2008.                                 
|(8)  | Filed with the SEC as an exhibit to our Current Report on
      Form 8-K filed November 18, 2008.                                     
|(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.                                     

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, 2010 |  | By: | /s/ K. Ian Matheson                                   
|      |               |  |     | K. IAN MATHESON                                       
|      |               |  |     | Chief Executive Officer,
      President and Secretary
|      |               |  |     | (Principal Executive Officer)                         
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|Date: | July 29, 2010 |  | 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, 2010 |  | By: | /s/ K. Ian Matheson  
|----- | ------------- |  | --- | ---------------------
|      |               |  |     | K. IAN MATHESON      
|      |               |  |     | Director             
|      |               |  |     |                      
|      |               |  |     |                      
|      |               |  |     |                      
|      |               |  |     |                      
|Date: | July 29, 2010 |  | By: | /s/ Jason S. Mitchell
|      |               |  |     | JASON S. MITCHELL    
|      |               |  |     | Director             
|      |               |  |     |                      
|      |               |  |     |                      
|      |               |  |     |                      
|      |               |  |     |                      
|Date: | July 29, 2010 |  | By: | /s/ Michael C. Boyko 
|      |               |  |     | MICHAEL C. BOYKO     
|      |               |  |     | Director             

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