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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, 2009

[   ] 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: $7,408,013 as of October 31,
2008,based on the average of the closing bid of $0.15
and the closing ask of $0.31 as quoted on the OTC Bulletin Board.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
As of July 27, 2009, the Registrant had 75,179,852 shares of common stock
outstanding.

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ROYAL MINES AND MINERALS CORP. ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2009

TABLE OF CONTENTS

PAGEPART I
      
      3ITEM 1.
      BUSINESS
      3ITEM 1A.
      RISK FACTORS
      7ITEM 2.
      PROPERTIES
      10ITEM 3.
      LEGAL PROCEEDINGS
      13ITEM 4.
      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
      13PART II
      
      14ITEM 5.
      MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
        MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
      14ITEM 7.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.
      15ITEM 8.
      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
      19ITEM 9.
      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE
      20ITEM 9A(T).
      CONTROLS AND PROCEDURES
      20ITEM 9B.
      OTHER INFORMATION
      21PART III
      
      22ITEM 10.
      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
      22ITEM 11.
      EXECUTIVE COMPENSATION.
      24ITEM 12.
      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        AND RELATED STOCKHOLDER MATTERS.
      26ITEM 13.
      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
        INDEPENDENCE.
      29ITEM 14.
      PRINCIPAL ACCOUNTING FEES AND SERVICES.
      30ITEM 15.
      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
      31SIGNATURES
      33


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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 a mineral exploration and development company engaged
in: (i) the processing of ore at our processing and refining plant located in
Phoenix, Arizona (the Phoenix Facility); and (ii) the exploration and
development of our Piute Valley Property located in Clark County, Nevada.

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. During the fourth quarter of fiscal
2009, we entered into mineral processing contracts to toll process ore at our
Phoenix Facility and earned our first revenues, although minimal, from the
processing of ore at our Phoenix Facility.

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 twenty
unpatented claims (the BLM Claims) located near the Smith Lease. Each BLM
Claim is comprised of 160 acres. A description of the Piute Valley Property is
set out below under Item 2. Properties."

We are actively seeking to enter into agreements to license our
Lixiviation Technology to third parties. 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.

Recent Corporate Developments

The following corporate developments occurred since our the
filing of our Quarterly Report for the period ended January 31, 2009 with the
Securities and Exchange Commission on March 17, 2009:

|1. | 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
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | We also upgraded our Phoenix Facility with a larger
      filter press assembly to allow for increased tonnage. The new process rate
      is 1,000 lbs per hour.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | On March 24, 2009, we entered into a Proprietary
      Intellectual Property License Agreement (the License Agreement) with
      Greene Lyon Group, LLC ("GLG"), a Massachusetts company. We granted GLG an
      exclusive, non-transferable license, for a period of five years, to
      utilize our Lixiviation Technology for the extraction of precious metals
      from the electronic scrap that results from recycling of electronic
      products such as computers, monitors and television sets ("E-Ore") in
      North America. In exchange for the granting of the license, GLG has agreed
      to pay to us a licensing fee of the greater of $5,000 annually or a
      royalty of two percent (2%) of the value of the precious metals recovered
      utilizing the Lixiviation Technology.                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | On April 2, 2009, we appointed Michael C. Boyko as a
      member of our Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | On July 16, 2009, we issued an aggregate of 2,500,000
      Units. Each Unit is comprised of one share of the 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. We issued 500,000 Units to a
      director in reliance of Section 4(2) of the United States Securities Act
      of 1933, as amended, (the "Act") to settle outstanding indebtedness in the
      amount of $25,000 owed by us to the director. We also issued 2,000,000
      Units to an existing shareholder in reliance of Regulation S of the Act to
      settle outstanding indebtedness in the amount of $100,000 owed by us to
      the existing shareholder. The existing shareholder represented that he was
      not a "US Person" as defined under Regulation S of the
  Act.

Phoenix Facility and Lixiviation Technology

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

| | (a) | $300,000 to New Verde for the purchase of the Lixiviation
      Technology and 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.

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

Page 4 of 33

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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.



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 are required 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, 2009); 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:

Page 5 of 33

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

Compliance with Government Regulation

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

Other regulatory requirements monitor the following:

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

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

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

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

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than we do. Accordingly, these competitors may be able to
spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral

Page 6 of 33

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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, 2009, we spent approximately
  $616,559 on research and development costs. In fiscal 2008, we spent approximately
  $815,022 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, 2009, we had cash on hand of $1,819 and
accumulated net loss of $7,665,712 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 is currently seeking to arrange a
private placement to fund our operations. However, there is no assurance that we
will be able to complete the sale of any additional securities under a private
placement offering. Even if we complete the sale of all of the securities
offered under a private placement offering, 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.

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

Page 7 of 33

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is not presently contemplated. Issuing shares of our common
stock, for financing purposes or otherwise, will dilute the interests of our
existing stockholders.

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.

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

As at April 30, 2009, we have earned our first 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.

Page 8 of 33

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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.

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

As noted in our financial statements included with this Annual
Report, we are an exploration stage company that has incurred net losses since
inception, we have not attained profitable operations and we are dependent upon
obtaining adequate financing to complete our exploration activities. The success
of our business operations will depend upon our ability to obtain further
financing to complete our planned exploration program and to attain profitable
operations. If we are not able to complete a successful exploration program and
attain sustainable profitable operations, then our business will fail.

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.

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

Page 9 of 33

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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 are currently renting on a month to month basis, but have
entered into a lease agreement commencing on May 1, 2009 and expiring on April
30, 2010.

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 through September 2009.

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.

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.

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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 gold
  grade of the head ore, calculated from the gold produced from the batch and
  pilot-scale leaching consistently yielded values at 4.65 g/t (~0.15 oz/ton)
  and higher.

Exploration Activities Conducted on the Piute Valley
Property

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

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

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


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

Phase III Exploration Program

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

Throughout our testing we found significant gold values in the
head ore, that if efficiently concentrated should prove to be commercially
viable. The range of value in our findings reveal between .03 to .11 oz per ton
Au in the head ore. 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 show values up to .49 oz per ton Au in the head ore. 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.

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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.

ITEM
4.              
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders during the
fourth quarter of our fiscal year ended April 30, 2009.

Page 13 of 33

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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:

2009
      2008High
      Low
      High
      LowFirst Quarter ended July 31
      $ 1.08
      $ 0.55
      $ 1.46
      $ 1.01Second Quarter ended October 31
      $ 0.70
      $ 0.15
      $ 1.49
      $ 1.05Third Quarter ended January 31
      $ 0.18
      $ 0.03
      $ 1.90
      $ 0.51Fourth Quarter ended April 30
      $ 0.14
      $ 0.03
      $ 1.30
      $ 0.51


The above quotations have been adjusted to reflect our
three-for-one forward split, effective June 8, 2007. The quotations reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

PENNY STOCK RULES

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system. The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which: (a) contains a description of the nature
and level of risk in the market for penny stocks in both public offerings and
secondary trading; (b) contains a description of the broker's or dealer's duties
to the customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of securities laws;
(c) contains a brief, clear, narrative description of a dealer market, including
bid and ask prices for penny stocks and significance of the spread between the
bid and ask price; (d) contains a toll-free telephone number for inquiries on
disciplinary actions; (e) defines significant terms in the disclosure document
or in the conduct of trading in penny stocks; and (f) contains such other
information and in such form as the SEC shall require by rule or regulation. The
broker-dealer also must, prior to effecting any transaction in a penny stock,
provide the customer with: (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to a transaction in a penny stock that is not otherwise
exempt from those rules, the broker-dealer must: (a) make a special written
determination that the penny stock is a suitable investment for the purchaser;
and (b) receive from the purchaser his or her written acknowledgement of receipt
of the determination and a written agreement to the transaction.

These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for our stock and therefore
stockholders may have difficulty selling those securities.

REGISTERED HOLDERS OF OUR COMMON STOCK

As of July 27, 2009, there were 128registered 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.

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DIVIDENDS

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

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

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

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the
year ended April 30, 2009 have been reported by us in our Quarterly Reports or
in our Current Reports filed with the SEC during the year.

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

PLAN OF OPERATION

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: (a) installing another
      vibratory drum mill and filter press to increase the process rate at the
      Phoenix Facility to 2,000 lbs per hour; and (b) adding an electrowinning
      circuit to allow efficient extraction of high silver content material. We
      anticipate that we will require $500,000 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, 2009, we had cash in the amount of $1,819.
Accordingly, we do not have sufficient resources to meet 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.

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RESULTS OF OPERATIONS

On October 5, 2007, we completed a merger with Royal Mines Inc.
(RMI). The merger with RMI has been treated as a reverse merger for
accounting purposes. As a result, RMI has been treated as the acquiring entity
for accounting and financial reporting purposes. As such, our consolidated
financial statements will be presented as a continuation of the operations of
RMI and not Royal Mines And Minerals Corp. The operations of Royal Mines And
Minerals Corp. are included in the consolidated statement of operations from the
effective date of the merger, October 5, 2007.

|Summary of Year End Results |   |                      |   |   |            |   |  |                       | 
|--------------------------- | - | -------------------- | - | - | ---------- | - |  | --------------------- | 
|                            |   |                      |   |   |            |   |  |                       | 
|                            |   | Year Ended April 30, |   |   | Percentage |  
|                            |   | 2009                 |   |   | 2008       |   |  | Increase / (Decrease) | 
|Revenue                     | $ | 2,200                |   | $ | -          |   |  | 100%                  | 
|Expenses                    |   | (1,662,501           | ) |   | (5,245,838 | ) |  | (68.3)%               | 
|Other Items                 |   | (56,669              | ) |   | (10,606    | ) |  | 434.3%                | 
|Net Loss                    | $ | (1,717,000           | ) | $ | (5,256,444 | ) |  | (67.3)%               | 

Revenues

During the fiscal year ended April 30, 2009, we earned revenues
of $2,200. These revenues consisted of $417 from a licensing fee and $1,783 from
the processing of ore at our Phoenix Facility. 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.

Since the year ended April 30, 2009, we have earned
approximately $39,800 from the processing of ore at our Phoenix Facility. We can
provide no assurances that we 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.

Expenses

The major components of our expenses for the year ended April
30, 2009 and 2008 are outlined in the table below:

|                                         |   |                |  |   |                |  |  | Percentage | 
|---------------------------------------- | - | -------------- |  | - | -------------- |  |  | ---------- | 
|                                         |   | Year Ended     |  |   | Year Ended     |  |  | Increase / | 
|                                         |   | April 30, 2009 |  |   | April 30, 2008 |  |  | (Decrease) | 
|Mineral exploration and
      evaluation | $ | 616,559        |  | $ | 815,022        |  |  | (24.4)%    | 
|expenses                                 |   |                |  |   |                |  |  |            | 
|General and administrative               |   | 928,672        |  |   | 4,330,816      |  |  | (78.6)%    | 
|Depreciation and amortization            |   | 117,270        |  |   | 100,000        |  |  | 17.3%      | 
|Total Expenses                           | $ | 1,662,501      |  | $ | 5,245,838      |  |  | (68.3)%    | 

Our operating expenses for the quarter ended April 30, 2009
decreased as compared to the year ended April 30, 2009. The substantial decrease
in our operating expenses primarily relates to $3,583,702 in compensation
expense recognized for stock options issued in February 2008.

Mineral exploration and evaluation expenses consisted of rent
and processing extraction costs in connection with our Phoenix Facility. In
addition, we also incurred consulting fees and labor expenses on our Piute
Valley Property and Phoenix Facility.

Our general and administrative expenses primarily consisted of:
(i) monthly consulting fees paid to our Chief Executive Officer, Mr. Matheson,
and to our Chief Financial Officer, Mr. Mitchell; (ii) legal and accounting fees
in

Page 16 of 33

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connection with meeting our reporting requirements under the
Exchange Act; and (iii) stock option compensation expense of $342,550.

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 |  
|                                          |   | 2009                      |   |   | 2008       |  
|Net Cash used in Operating Activities     | $ | (820,027                  | ) | $ | (1,593,118 | )
|Net Cash used in Investing Activities     |   | (191,400                  | ) |   | (13,194    | )
|Net Cash Provided by Financing Activities |   | 1,003,452                 |   |   | 1,277,460  |  
|Net Decrease in Cash During Period        | $ | (7,975                    | ) | $ | (328,852   | )

|Working Capital         |   |                         |   |   |                         |   |  |                       | 
|----------------------- | - | ----------------------- | - | - | ----------------------- | - |  | --------------------- | 
|                        |   |                         |   |   |                         |   |  | Percentage            | 
|                        |   | At
      April 30, 2008 |   |   | At
      April 30, 2008 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 1,819                   |   | $ | 13,642                  |   |  | (86.7)%               | 
|Current Liabilities     |   | (756,118                | ) |   | (818,431                | ) |  | (7.6)%                | 
|Working Capital Deficit | $ | (754,299                | ) | $ | (804,789                | ) |  | (6.3)%                | 

As at April 30, 2009, we had a working capital deficit of $754,299
  as compared to a working capital deficit of $804,789 as at our year ended April
  30, 2008. Our working capital deficit decreased primarily as a result of a decrease
  in loans payable during the year ended April 30, 2009. We anticipate that our
  working capital deficit will increase due to the lack of capital to meet our
  ongoing expenditures, causing an increase in our accounts payable and in our
  primary source of financing of short term loans.

During the year ended April 30, 2009, we completed the
following equity financings:

|(a) | we issued 200,000 Units for gross proceeds of $100,000.
        Each Unit is comprised of one share of our common stock and one half of
        one share purchase warrant, with each whole warrant entitling the holder
        to purchase an additional share of common stock for a period of two years
        at an exercise price of $0.75 US per share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | we issued 450,760 Units to settle outstanding
      indebtedness in the amount of $135,228. 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 $0.50 US per
      share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c) | we issued 3,000,000 shares of common stock to one officer
      as compensation; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(d) | we also issued an aggregate of 9,140,000 Units for
      proceeds of $457,000 and 13,736,840 Units to retire outstanding
      indebtedness of $686,842 under three separate private placements as
      follows: (i) 8,700,000 Units were issued to persons who represented that
      they were accredited investors as defined under Regulation D; (ii)
      10,776,840 Units were issued to persons who represented that they were not
      U.S. Persons as defined by Regulation S; and (iii) 3,400,000 Units were
      issued pursuant to Section 4(2) of the Securities Act to a director and
      two companies affiliated with our directors. 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.

Subsequent to our fiscal year ended April 30, 2009, we issued
an aggregate of 2,500,000 Units. 2,000,000 Units were issued to a person who
represented that they were not U.S. Persons as defined by Regulation S to settle
outstanding indebtedness in the amount of $100,000, and 500,000 Units were
issued to a director pursuant to Section 4(2) of the Securities Act to settle
outstanding indebtedness in the amount of $25,000. Each Unit is

Page 17 of 33

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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.

Financing Requirements

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

Our Board of Directors is currently seeking to arrange
financing to fund our operations. However, there is no assurance that we will be
able to complete the sale of any additional securities under a private placement
offering. Even if we complete the sale of all of the securities offered under a
private placement offering, 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.

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

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 18 of 33

---

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, 2009 and 2008, including:
|   |                                                                                             
|   | a.                                                                                          
|   |                                                                                             
|   | b.                                                                                          
|   |                                                                                             
|   | c.                                                                                          
|   |                                                                                             
|   | d.                                                                                          
|   |                                                                                             
|   | e.                                                                                          

Page 19 of 33

---

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, 2009 and April
  30, 2008, 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, 2009. 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, 2009 and April
  30, 2008, 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, 2009,
  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.

"Sarna & Company"

Sarna & Company,
  Certified Public Accountants 
  Westlake Village, California 
  July 27, 2009

F-1

---

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

|                                                            |   | As of          |   |   | As of          |  
|----------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                            |   | April 30, 2009 |   |   | April 30, 2008 |  
|                                                            |   |                |   |   |                |  
|ASSETS                                                      |  
|                                                            |   |                |   |   |                |  
|Current assets                                              |   |                |   |   |                |  
|Cash and cash equivalents                                   | $ | 1,819          |   | $ | 9,794          |  
|Prepaid expense                                             |   | -              |   |   | 3,848          |  
|Total current assets                                        |   | 1,819          |   |   | 13,642         |  
|                                                            |   |                |   |   |                |  
|Property and equipment, net (Note 2)                        |   | 277,797        |   |   | 200,167        |  
|Intellectual property, net (Note
      3)                   |   | 190,000        |   |   | 200,000        |  
|Mineral properties (Note 4)                                 |   | 29,000         |   |   | 22,500         |  
|Other assets                                                |   | 5,500          |   |   | 5,500          |  
|Total non-current assets                                    |   | 502,297        |   |   | 428,167        |  
|                                                            |   |                |   |   |                |  
|Total assets                                                | $ | 504,116        |   | $ | 441,809        |  
|                                                            |   |                |   |   |                |  
|                                                            |   |                |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)        |  
|                                                            |   |                |   |   |                |  
|Current liabilities                                         |   |                |   |   |                |  
|Accounts payable                                            | $ | 177,239        |   | $ | 127,310        |  
|Accounts payable - related party
      (Note 5)             |   | 24,418         |   |   | 69,308         |  
|NVRM payable (Note 6)                                       |   | 102,683        |   |   | 102,683        |  
|Loans payable (Note 7)                                      |   | 382,569        |   |   | 502,276        |  
|Accrued interest - related party (Note 7)                   |   | 64,626         |   |   | 13,013         |  
|Deferred revenue                                            |   | 4,583          |   |   | -              |  
|Current portion of long-term debt                           |   | -              |   |   | 3,841          |  
|Total current liabilities                                   |   | 756,118        |   |   | 818,431        |  
|                                                            |   |                |   |   |                |  
|Long-term debt                                              |   | -              |   |   | -              |  
|                                                            |   |                |   |   |                |  
|Total liabilities                                           |   | 756,118        |   |   | 818,431        |  
|                                                            |   |                |   |   |                |  
|Commitments and contingencies (Note 8)                      |   |                |   |   |                |  
|                                                            |   |                |   |   |                |  
|Stockholders' equity (deficit) (Note 9 and
      10)        |   |                |   |   |                |  
|Common stock, $0.001 par value; 300,000,000 shares          |   |                |   |   |                |  
|authorized, 72,679,852
      and 46,152,252 shares,         |   |                |   |   |                |  
|respectively, issued and outstanding                        |   | 72,680         |   |   | 46,152         |  
|Preferred stock, $0.001 par value;
      100,000,000 shares |   |                |   |   |                |  
|authorized, zero shares issued and
      outstanding        |   | -              |   |   | -              |  
|Additional paid-in capital                                  |   | 7,341,030      |   |   | 5,525,938      |  
|Accumulated deficit during exploration stage                |   | (7,665,712     | ) |   | (5,948,712     | )
|Total stockholders'
      equity (deficit)                  |   | (252,002       | ) |   | (376,622       | )
|                                                            |   |                |   |   |                |  
|Total liabilities and stockholders' equity
      (deficit)  | $ | 504,116        |   | $ | 441,809        |  

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, 2009     |   |   | April 30, 2008 |   |   | April 30, 2009      |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Revenue                                                      | $ | 2,200              |   | $ | -              |   | $ | 2,200               |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Operating expenses                                           |   |                    |   |   |                |   |   |                     |  
|Mineral exploration and evaluation expenses                  |   | 616,559            |   |   | 815,022        |   |   | 1,991,510           |  
|General and administrative (Note
      10)                   |   | 928,672            |   |   | 4,330,816      |   |   | 5,477,014           |  
|Depreciation and amortization (Note 2)                       |   | 117,270            |   |   | 100,000        |   |   | 225,603             |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Total operating expenses                                     |   | 1,662,501          |   |   | 5,245,838      |   |   | 7,694,127           |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss from operations                                         |   | (1,660,301         | ) |   | (5,245,838     | ) |   | (7,691,927          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Other income (expense):                                      |   |                    |   |   |                |   |   |                     |  
|Other income                                                 |   | -                  |   |   | -              |   |   | 94,115              |  
|Interest income                                              |   | -                  |   |   | 4,551          |   |   | 4,551               |  
|Interest expense                                             |   | (56,699            | ) |   | (15,157        | ) |   | (72,451             | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Total other income
      (expense)                           |   | (56,699            | ) |   | (10,606        | ) |   | 26,215              |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss from operations before provision for income
      taxes |   | (1,717,000         | ) |   | (5,256,444     | ) |   | (7,665,712          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Income tax benefit                                           |   | -                  |   |   | -              |   |   | -                   |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Net loss                                                     | $ | (1,717,000         | ) | $ | (5,256,444     | ) | $ | (7,665,712          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss per common share - basic and diluted:                   |   |                    |   |   |                |   |   |                     |  
|Net loss                                                     | $ | (0.03              | ) | $ | (0.13          | ) |   |                     |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Weighted average common shares outstanding -                 |   |                    |   |   |                |   |   |                     |  
|Basic and diluted                                            |   | 51,096,418         |   |   | 39,632,276     |   |   |                     |  

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. (Note 10)                     |  | -            |  |   | -          |  |   | 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, Reg. S -
      $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. (Note 10)                       |  | -            |  |   | -          |  |   | 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
      debt, $0.05 per share; |  |              |  |   |            |  |   |                 |  |   |                |   |   |                  |  
|with attached warrants excercisable at $0.10 per
      share.            |  | 13,736,840   |  |   | 13,737     |  |   | 673,105         |  |   | -              |   |   | 686,842          |  
|                                                                         |  |              |  |   |            |  |   |                 |  |   |                |   |   |                  |  
|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         | )

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, 2009     |   |   | April 30, 2008 |   |   | April 30, 2009      |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES                               |   |                    |   |   |                |   |   |                     |  
|Net loss                                                           | $ | (1,717,000         | ) | $ | (5,256,444     | ) | $ | (7,665,712          | )
|Adjustments to reconcile loss
      from operating                 |   |                    |   |   |                |   |   |                     |  
|to net cash used in operating
      activities:                    |   |                    |   |   |                |   |   |                     |  
|Depreciation
      and amortization                                |   | 117,270            |   |   | 100,000        |   |   | 225,603             |  
|Stock based expenses
      (Note 10)                               |   | 462,550            |   |   | 3,583,702      |   |   | 4,046,252           |  
|Changes in operating assets and
      liabilities:                 |   |                    |   |   |                |   |   | -                   |  
|Other current assets
      and liabilities                         |   | 8,431              |   |   | 17,152         |   |   | 4,583               |  
|Other
      assets                                                 |   | -                  |   |   | (5,500         | ) |   | (5,500              | )
|Accounts payable and
      accrued interest                        |   | 302,096            |   |   | (81,336        | ) |   | 537,604             |  
|Accounts
      payable and accrued interest- related party         |   | 6,626              |   |   | 49,308         |   |   | 75,934              |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash used in operating activities                              |   | (820,027           | ) |   | (1,593,118     | ) |   | (2,781,236          | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                                |   |                    |   |   |                |   |   |                     |  
|Cash paid on mineral property claims                               |   | (6,500             | ) |   | (7,000         | ) |   | (18,500             | )
|Cash acquired on reverse merger                                    |   | -                  |   |   | 2,306          |   |   | 2,306               |  
|Purchase of fixed assets                                           |   | (184,900           | ) |   | (8,500         | ) |   | (493,400            | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash used in investing activities                              |   | (191,400           | ) |   | (13,194        | ) |   | (509,594            | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                                |   |                    |   |   |                |   |   |                     |  
|Proceeds from stock issuance                                       |   | 557,000            |   |   | 1,445,581      |   |   | 2,398,081           |  
|Share subscriptions                                                |   | -                  |   |   | (505,114       | ) |   | -                   |  
|Proceeds / (Payments) on long-term
      debt                      |   | (3,841             | ) |   | (6,476         | ) |   | -                   |  
|Proceeds / (Payments) on borrowings                                |   | 450,293            |   |   | 343,469        |   |   | 894,568             |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash provided by financing activities                          |   | 1,003,452          |   |   | 1,277,460      |   |   | 3,292,649           |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|NET CHANGE IN CASH                                                 |   | (7,975             | ) |   | (328,852       | ) |   | 1,819               |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH AT BEGINNING OF PERIOD                                        |   | 9,794              |   |   | 338,646        |   |   | -                   |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH AT END OF PERIOD                                              | $ | 1,819              |   | $ | 9,794          |   | $ | 1,819               |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTAL INFORMATION                                           |   |                    |   |   |                |   |   |                     |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Interest Paid                                                      | $ | 1,093              |   | $ | 2,144          |   | $ | 3,833               |  
|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. | $ | -                  |   | $ | (63,194        | ) | $ | (63,194             | )
|Stock issued in safisfaction of debt                               | $ | 822,070            |   | $ | -              |   | $ | 822,070             |  
|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, 2009

|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) generate ongoing revenues from the licensing of its proprietary,
  environmentally-friendly lixiviation process, 2) commercially extract and refine
  precious and base metals from others and its own mining assets, and 3) joint
  venture, acquire and develop projects in North America. The Company has not
  yet realized significant revenues from its primary objectives.

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

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

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

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

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

Going Concern - As of April 30,
  2009, the Company incurred cumulative net losses of approximately $7,665,712
  from operations and has negative working capital of $754,299. The Company is
  still in the exploration stage and has not fully commenced its mining and metals
  extraction 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

F-7

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 The Company capitalizes
        acquisition and option costs of mineral property rights in accordance
        with Emerging Issues Task Force (EITF) abstract 04-02. The amount capitalized
        represents the fair value at the time the mineral rights are 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Impairment of Long-Lived Assets The Company
        evaluates the carrying value of acquired mineral property rights in accordance
        with EITF 04-03, Mining Assets: Impairment and Business Combinations,
        using the Value Beyond Proven and Probable (VBPP) method. The fair value
        of a mining asset generally includes both VBPP and an estimate of the
        future market price of the minerals.                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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. Asset impairment is considered
        to exist if the total estimated future cash flows, on an undiscounted
        basis, are less than the carrying amount of the long-lived asset. An impairment
        loss is measured and recorded based on the discounted estimated future
        cash flows. Future cash flows are based on estimated quantities of recoverable
        minerals, expected gold and other commodity prices (considering current
        and historical prices, price trends and related factors), production levels
        and cash costs of production, capital and reclamation costs, all based
        on detailed engineering life-of-mine plans.

F-8

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In estimating future cash flows, assets are grouped
        at the lowest levels for which there are identifiable cash flows that
        are largely independent of future cash flows from other asset groups.
        With the exception of other mine-related exploration potential and exploration
        potential in areas outside of the immediate mine-site, all assets at a
        particular operation are considered together for purposes of estimating
        future cash flows. In the case of mineral interests associated with other
        mine-related exploration potential and exploration potential in areas
        outside of the immediate mine-site, cash flows and fair values are individually
        evaluated based primarily on recent exploration results.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Various factors could impact the Companys ability
        to achieve forecasted production schedules from proven and probable reserves.
        Additionally, commodity prices, capital expenditure requirements and reclamation
        costs could differ from the assumptions used in the 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.                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Fair Value of Financial Instruments Statement
        of Financial Accounting Standards (SFAS) No. 107, Disclosure about
        Fair Value of Financial Instruments, requires the Company to disclose,
        when reasonably attainable, the fair market value of its assets and liabilities
        which are deemed to be financial instruments. The carrying amounts and
        estimated fair value of the Companys financial instruments approximate
        their fair value due to the short-term nature. The Company is not exposed
        to significant interest or credit risk arising from these financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Revenue Recognition Revenues from processing
        ore are recognized when services are completed and billed. 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 during the period have been charged to operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Earnings (Loss) Per Share- The Company follows
        SFAS No. 128, Earnings Per Share and SFAS No. 150, Accounting
        for Certain Financial Instruments with Characteristics of Both Liabilities
        and 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, that were not included in the computations of diluted earnings
        per share because the effect would be antidilutive were 32,216,840 and
        4,340,000 on April 30, 2009 and April 30, 2008, respectively
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Income Taxes- The Company accounts for its income
        taxes in accordance with SFAS No. 109, Accounting for 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-9

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On July 13, 2006, the Financial Accounting Standards
        Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty
        in Income Taxes  An Interpretation of FASB Statement No. 109
        (FIN 48). FIN 48 clarifies the accounting for uncertainty
        in income taxes recognized in an entitys financial statements in
        accordance with SFAS No. 109, and prescribes a recognition threshold and
        measurement attributes for financial statement disclosure of tax positions
        taken or expected to be taken on a tax return. Under FIN 48, the impact
        of an uncertain income tax position on the income tax return must be recognized
        at the largest amount that is more- likely-than-not to be sustained upon
        audit by the relevant taxing authority. An uncertain income tax position
        will not be recognized if it has less than 50% likelihood of being sustained.
        Additionally, FIN 48 provides guidance on de-recognition, classification,
        interest and penalties, accounting in interim periods, disclosure and
        transition. The Company adopted the provision of FIN 48 on April 30, 2007,
        which did not have any impact on the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | For acquired properties that do not constitute a business
        as defined in Emerging Issues Task Force Issue No. 98- 03 (EITF
        98-03), Determining Whether a Nonmonetary Transaction Involves
        Receipt of Productive Assets or 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 EITF 98-11 Accounting for Acquired Temporary Differences in
        Certain Purchase Transactions That Are Not Accounted for as Business Combinations
        and SFAS 109, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Reclassification- Certain reclassifications
        have been made to the prior years financial statements to conform
        to the current years presentation, with no effect on previously
        reported net loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 On December 16,
        2004, the FASB issued SFAS No. 123R, Share-Based Payment,
        which replaces SFAS No. 123, Accounting for Stock-Based Compensation
        and supersedes APB Opinion No. 25, Accounting for Stock Issued to
        Employees. SFAS No. 123R 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. SFAS No. 123R
        was to be effective for interim or annual reporting periods beginning
        on or after June 15, 2005, but in April 2005 the SEC issued a rule that
        will permit most registrants to implement SFAS No. 123R at the beginning
        of their next fiscal year, instead of the next reporting period as required
        by SFAS No. 123R. The pro forma disclosures previously permitted under
        SFAS No. 123 no longer will be an alternative to financial statement recognition.
        Under SFAS No. 123R, the Company must determine the appropriate fair value
        model to be used for valuing share-based payments, the amortization method
        for compensation cost and the transition method to be used at date of
        adoption. The transition methods include prospective and retroactive adoption
        option. Under the retroactive option, prior periods may be restated either
        as of the beginning of the year of adoption or for all periods presented.
        The prospective method requires that compensation expense be recorded
        for all unvested stock options and restricted stock at the beginning of
        the first quarter of adoption of SFAS No. 123R, while the retroactive
        methods would record compensation expense for all unvested stock options
        and restricted stock beginning with the first period restated. The Company
        has adopted the requirements of SFAS No. 123R for the fiscal year beginning
        after April 30, 2006.

F-10

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | New Accounting Pronouncements In December
        2008, the FASB issued FSP No. FAS 132(R)-1, Employers Disclosures
        about Post-Retirement Benefit Plan Assets (FSP FAS 132(R)-1),
        which amends FASB Statement No. 132 Employers Disclosures
        about Pensions and Other Post-Retirement Benefits (FAS 132),
        to provide guidance on an employers disclosures about plan assets
        of a defined benefit pension or other post- retirement plan. The objective
        of FSP FAS 132(R)-1 is to require more detailed disclosures about employers
        plan assets, including employers investment strategies, major categories
        of plan assets, concentrations of risk within plan assets, and valuation
        techniques used to measure the fair value of plan assets. FSP FAS 132(R)-1
        is effective for the Companys fiscal year beginning May 1, 2009.
        Upon initial application, the provisions of this FSP are not required
        for earlier periods that are presented for comparative purposes. The Company
        does not currently have a benefit pension or any post-retirement benefit
        plans and the Company has determined that the adoption of this statement
        will have little or no effect on the Companys financial position,
        results of operations, and disclosures.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In November 2008, the EITF reached consensus on Issue
        No. 08-6, Equity Method Investment Accounting Considerations
        (EITF 08-6), which clarifies the accounting for certain transactions
        and impairment considerations involving equity method investments. The
        intent of EITF 08-6 is to provide guidance on (i) determining the initial
        carrying value of an equity method investment, (ii) performing an impairment
        assessment of an underlying indefinite-lived intangible asset of an equity
        method investment, (iii) accounting for an equity method investees
        issuance of shares, and (iv) accounting for a change in an investment
        from the equity method to the cost method. EITF 08-6 is effective for
        the Companys fiscal year beginning May 1, 2009 and is to be applied
        prospectively. The Company is currently evaluating the potential impact
        of adopting this statement on the Companys financial position or
        results of operations.                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2008, the EITF reached consensus on Issue No.
        07-5, Determining Whether an Instrument (or Embedded Feature) Is
        Indexed to an Entitys Own Stock (EITF 07-5). EITF
        07-5 clarifies the determination of whether an instrument (or an embedded
        feature) is indexed to an entitys own stock, which would qualify
        as a scope exception under FASB Statement No. 133, Accounting for
        Derivative Instruments and Hedging Activities (FAS 133).
        EITF 07-5 is effective for the Companys fiscal years beginning May
        1, 2009. Early adoption for an existing instrument is not permitted. The
        Company does not expect the adoption of EITF 07-5 to have a material impact
        on the Companys financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The FASB issued FASB Staff Position (FSP) FAS 157-3,
        Determining the Fair Value of a Financial Asset When the Market
        for that Asset Is Not Active. The FSP clarifies the application
        of SFAS No. 157, Fair Value Measurements, in a market that
        is not active and provides an example to illustrate key considerations
        in determining the fair value of a financial asset when the market for
        that financial asset is not active. The FSP is effective October 10, 2008,
        and for prior periods for which financial statements have not been issued.
        Revisions resulting from a change in the valuation technique or its application
        should be accounted for as a change in accounting estimate following the
        guidance in SFAS No. 154, Accounting Changes and Error Corrections.
        However, the disclosure provisions in SFAS No. 154 for a change in accounting
        estimate are not required for revisions resulting from a change in valuation
        techniques or its application. The Company has determined that the adoption
        of this statement will have little or no effect on the Companys
        financial position, results of operations, and disclosures.                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2008, the FASB issued SFAS No. 162, Hierarchy
        of Generally Accepted Accounting Principles. This statement is intended
        to improve financial reporting by identifying a consistent framework,
        or hierarchy, for selecting accounting principles to be used in preparing
        financial statements of nongovernmental entities that are presented in
        conformity with GAAP. This statement will be effective 60 days following
        the U.S. Securities and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-11

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Exchange Commissions approval of the Public Company
        Accounting Oversight Board amendment to AU Section 411, The Meaning
        of Present Fairly in Conformity with Generally Accepted Accounting Principles.
        The Company is currently evaluating the potential impact, if any, of the
        adoption of SFAS 162 on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In May 2008, the FASB issued FSP No. APB 14-1, Accounting
        for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
        (Including Partial Cash Settlement) (FSP APB 14-1).
        FSP APB 14-1 applies to convertible debt instruments that, by their stated
        terms, may be settled in cash (or other assets) upon conversion, including
        partial cash settlement, unless the embedded conversion option is required
        to be separately accounted for as a derivative under FAS 133. Convertible
        debt instruments within the scope of FSP APB 14-1 are not addressed by
        the existing APB 14. FSP APB 14-1 requires that the liability and equity
        components of convertible debt instruments within the scope of FSP APB
        14-1 be separately accounted for in a manner that reflects the entitys
        nonconvertible debt borrowing rate. This requires an allocation of the
        convertible debt proceeds between the liability component and the embedded
        conversion option (i.e., the equity component). The difference between
        the principal amount of the debt and the amount of the proceeds allocated
        to the liability component will be reported as a debt discount and subsequently
        amortized to earnings over the instruments expected life using the
        effective interest method. FSP APB 14-1 is effective for the Companys
        fiscal year beginning May 1, 2009 and will be applied retrospectively
        to all periods presented. The Company does not currently have convertible
        debt instruments and the Company has determined that the adoption of this
        statement will have little or no effect on the Companys financial
        position, results of operations, and disclosures.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In April 2008, the FASB issued FSP No. FAS 142-3, Determination
        of the Useful Life of Intangible Assets (FSP 142-3)
        which amends the factors that should be considered in developing renewal
        or extension assumptions used to determine the useful life of a recognized
        intangible asset under FASB Statement No. 142, Goodwill and Other
        Intangible Assets (FAS 142). The intent of this FSP
        is to improve the consistency between the useful life of a recognized
        intangible asset under FAS 142 and the period of expected cash flows used
        to measure the fair value of the asset under FASB Statement No. 141, Business
        Combinations (FAS 141). FSP 142-3 is effective for the
        Companys fiscal year beginning May 1, 2009 and will be applied prospectively
        to intangible assets acquired after the effective date. The Company does
        not expect the adoption of FSP 142-3 to have an impact on the Companys
        financial position, results of operations or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 19, 2008, the FASB issued SFAS No. 161, Disclosures
        about Derivative Instruments and Hedging Activities. This statement
        is intended to improve financial reporting about derivative instruments
        and hedging activities by requiring enhanced disclosures. This statement
        is effective for financial statements issued for fiscal years and interim
        periods beginning after November 15, 2008, with early application encouraged.
        The Company has determined that the adoption of this statement will have
        little or no effect on the Companys financial position, results
        of operations, and disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February 2008, the FASB staff issued Staff Position
        No. 157-2 Effective Date of FASB Statement No. 157 (FSP
        FAS 157-2). FSP FAS 157-2 delayed the effective date of SFAS 157
        for nonfinancial assets and nonfinancial liabilities, except for items
        that are recognized or disclosed at fair value in the financial statements
        on a recurring basis (at least annually). The provisions of FSP FAS 157-2
        are effective for the Companys fiscal year beginning May 1, 2009.
        SFAS 157 defines fair value, establishes a framework for measuring fair
        value in generally accepted accounting principles, and expands disclosures
        about fair value measurements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In December 2007, the FASB issued SFAS No. 141(R), Business
        Combinations, which amends SFAS No. 141, and provides revised guidance
        for recognizing and measuring identifiable assets and goodwill acquired,
        liabilities assumed, and any noncontrolling interest in the acquiree.
        It also provides disclosure requirements to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-12

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|1. | DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | enable users of the financial statements to evaluate
        the nature and financial effects of the business combination. SFAS No.
        141(R) is effective for the Companys fiscal year beginning May 1,
        2009 and is to be applied prospectively. This statement will impact how
        the Company accounts for future business combinations and the Companys
        future financial position, results of operations and cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statements - an amendment of ARB No.
        51 which establishes accounting and reporting standards pertaining
        to ownership interests in subsidiaries held by parties other than the
        parent, the amount of net income attributable to the parent and to the
        noncontrolling interest, changes in a parents ownership interest,
        and the valuation of any retained noncontrolling equity investment when
        a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure
        requirements that clearly identify and distinguish between the interests
        of the parent and the interests of the non-controlling owners. SFAS No.
        160 is effective for the Companys fiscal year beginning May 1, 2009.
        The Company is evaluating the potential impact of adopting this statement
        on the Companys financial position, results of operations and cash
        flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | In February 2007, the FASB issued SFAS No. 159, The
        Fair Value Option for Financial Assets and Financial Liabilities 
        Including an amendment of FASB SFAS No. 115, which permits entities
        to choose to measure many financial instruments and certain other items
        at fair value that are not currently required to be measured at fair value.
        The objective is to improve financial reporting by providing entities
        with the opportunity to mitigate volatility in reported earnings caused
        by measuring related assets and liabilities differently without having
        to apply complex hedge accounting provisions. SFAS No. 159 also establishes
        presentation and disclosure requirements designed to facilitate comparisons
        between entities that choose different measurement attributes for similar
        types of assets and liabilities. SFAS No. 159 does not affect any existing
        accounting literature that requires certain assets and liabilities to
        be carried at fair value, nor eliminate disclosure requirements included
        in other accounting standards, including requirements for disclosures
        about fair value measurements included in SFAS No. 157, Fair Value
        Measurements, and SFAS No. 107, Disclosures about Fair Value
        of Financial Instruments. SFAS No. 159 is effective for fiscal years
        beginning after November 15, 2007. The adoption of this statement had
        little or no effect on the Companys financial position, results
        of operations, and disclosures.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | PROPERTY AND EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Property and equipment consists of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

As of
      
      
      As ofApril 30, 2009
      
      
      April 30, 2008Process, lab and office equipment
      $
      348,000
      
      $
      308,500Site Equipment
      
      145,400
      
      
      -Less: accumulated depreciation
      
      215,603
      
      
      108,333$
      277,797
      
      $
      200,167


|3. | 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.
        A cash payment of $175,000 was paid in May 2007, and the balance of $102,683
        ($125,000 less debt and payables assumed), on or before June 30, 2010.
        The purchase price was

F-13

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|3. | INTELLECTUAL PROPERTY(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 $10,000 of amortization expense for the year ended April 30,
        2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of April 30, 2009 and 2008, mineral properties totaling
        $29,000 and $22,500, respectively, consist of twenty (20) and twenty-four
        (24) 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
        segregation by the BLM.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | ACCOUNTS PAYABLE - RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of April 30, 2009 and 2008, accounts payable 
        related party consisted of $24,418 and $69,308, respectively, due to directors
        and officers of the Company for consulting fees, administration fees and
        reimbursable expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | NVRM PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of April 30, 2009 and 2008, NVRM payable consists
        of $102,683 payable to New Verde River Mining and Robert H. Gunnison pursuant
        to the NVRM Agreement noted above. Mr. Gunnison signed an extension agreement
        extending the payment deadline to June 30, 2010. As a condition of the
        extension, the payable will bear 6% interest annually.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of April 30, 2009 and 2008, loans payable of $382,569
        and $515,289, respectively, consists of borrowings, directly and indirectly,
        from two directors 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, 2009 and 2008, accrued interest 
        related party was $64,529 and $13,013, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-14

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|8. | 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, 2009 are as follows:

Fiscal year ending April 30, 2010
      $
      88,500Thereafter
      $
      11,104


|   | 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.                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                   
|9. | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                   
|   | Common and Preferred Stock:                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                   
|   | As of April 30, 2009 and 2008, there were
        72,679,852 and 46,152,252 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)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | d)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | e)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | f)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | g)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | h)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | i)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | j)                                                                                                                                                                                                                                                                

F-15

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|9.  | STOCKHOLDERS EQUITY(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|10. | STOCK INCENTIVE PLANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 2009 Stock Incentive Plan- Effective
        January 12, 2009, the Companys Board of Directors 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. However,
        the maximum aggregate number of shares of the Companys common stock
        that may be optioned and sold under the 2009 Plan will increase effective
        on the first day of each of the Companys fiscal quarters 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 the Companys 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 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 the stockholders
        of the Company within 12 months of its adoption. The 2009 Plan has not
        been approved by the Company's 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.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The 2009 Plan provides that the exercise price
        for incentive stock options be the fair market value of the stock at the
        date of the grant and the option price for non-qualified stock options
        be no less than 75% of the fair market value of the stock at the date
        of the grant. The maximum term of an option shall be established by the
        Board of Directors or, if not so established, shall be ten years from
        the grant date. Options granted under the 2009 Plan become exercisable
        and expire as determined by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | From the date of inception through January
        31, 2009, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-16

---

ROYAL MINES AND MINERALS CORP. 
  (An Exploration Stage Company) 
  NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2009

|10. | STOCK INCENTIVE PLANS(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Company calculated the value of the options using the
        Black-Scholes option pricing model using the following assumptions: a
        risk-free rate of 1.00%, volatility of 316%, estimated life of 2 years
        and closing stock price of $0.07 per share on the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 2008 Stock Incentive Plan- Effective February
        1, 2008, the Companys Board of Directors adopted the 2008 Stock
        Incentive Plan (the 2008 Plan"). The 2008 Plan will allow 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 are available for issuance under the 2008 Plan. However, the maximum
        aggregate number of shares of the Companys common stock that may
        be optioned and sold under the 2008 Plan will increase effective on the
        first day of each of the Companys fiscal quarters 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 the
        Companys Board of Directors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The 2008 Plan provides for the grant of incentive stock
        options and non-qualified stock options. Incentive stock options granted
        under the 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 Plan must be approved by the stockholders of
        the Company within 12 months of its adoption. The Plan has not been approved
        by the Company's stockholders. Non- qualified stock options granted under
        the Plan are option grants that do not qualify as incentive stock options
        under Section 422 of the Internal Revenue Code.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | The 2008 Plan provides that the exercise price for incentive
        stock options be the fair market value of the stock at the date of the
        grant and the option price for non-qualified stock options be no less
        than 75% of the fair market value of the stock at the date of the grant.
        The maximum term of an option shall be established for that option by
        the Board of Directors or, if not so established, shall be ten years from
        the grant date. Options granted under the 2008 Plan become exercisable
        and expire as determined by the Board of Directors.                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | 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, are fully vested
        and expire January 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | From the date of inception through April 30, 2009, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|11. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | For the year ended April 30, 2009 and 2008, the Company
        incurred $254,000 and $416,500, respectively, in consulting fees expense
        from companies with a common director or officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-17

---

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

On October 6, 2007, as a result of our acquisition of RMI, we
engaged Sarna & Company, Certified Public Accountants (Sarna), the
independent accountants of our accounting successor, as our principal
independent accountants. In addition, on October 9, 2007, we received the
resignation of Telford Sadovnick, P.L.L.C., Certified Public Accountants
(Telford), as our independent accountants. Telford resigned as our independent
auditors because it withdrew its registration with the public Company
Accountability Oversight Board and can no longer audit U.S. issuers. The Board
of Directors, by written resolution, approved the engagement of Sarna, the
accounting successor, and accepted the resignation of Telford.

Telfords reports on our financial statements for the fiscal
years ended April 30, 2007 and April 30, 2006 did not contain an adverse opinion
or disclaimer of opinion, nor were they modified or qualified as to uncertainty,
audit scope or accounting principles with the exception of a statement regarding
the uncertainty of our ability to continue as a going concern.

There have been no disagreements between the Company and
Telford on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Telford, would have caused them to make reference to the subject
matter of the disagreement in connection with their report for the financial
statements for the past year.

The Company has received a letter from Telford which provides
that Telford is in agreement with the disclosure made by the Company regarding
Telford.

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, 2009 (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.

Page 20 of 33

---

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

As of the Evaluation Date, there were no changes in our
internal control over financial reporting that occurred during the fiscal
quarter ended April 30, 2009 that have materially affected, or that are
reasonably likely to materially affect, our internal control over financial
reporting.

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 21 of 33

---

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   | 68  | Chief Executive
      Officer, President and Director           
|                  |     |                                                                 
|Jason S. Mitchell | 39  | Chief Financial
      Officer, Treasurer, Secretary and Director
|                  |     |                                                                 
|Michael C. Boyko  | 37  | Director                                                        

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

COMMITTEES OF THE BOARD OF DIRECTORS

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

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

Page 22 of 33

---

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 Securities Exchange Act of 1934 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, other than as described below, no other reports were required for those
persons.

The following persons have failed to file, on a timely basis,
the identified reports required by Section 16(a) of the Securities Exchange Act
of 1934:

Name and Principal Position
    Number of Late Insider
      Reports
    Transactions Not Timely
      Reported
    Known Failures to File a
      Required FormK. Ian Matheson CEO, President, Secretary
      and Director
    One
    One
    NoneLogan B. Anderson Former Vice-President
      (Finance)
    One
    One
    None


Page 23 of 33

---

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, 2009 and
2008.

SUMMARY COMPENSATION TABLEName & Principal 
        Position
      Year 
        End 
        April 30,
      Salary 
        ($)
      Bonus 
        ($)
      Stock 
        Awards 
        ($)
      Option 
        Awards 
        ($)
      Non-Equity 
        Incentive 
        Plan 
        Compen- 
        sation ($)
      Nonqualified 
        Deferred 
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)K. Ian Matheson(1)
        CEO, President & 
        Director
      2009 
        2008
      $60,000 
        $60,000
      $0 
        $0
      $0 
        $0
      $61,659 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $121,659 
        $60,000Jason S. Mitchell(2)
        CFO, Treasurer, 
        Secretary & 
        Director
      2009 
        2008
      $144,000 
        $124,000
      $0 
        $0
      $120,000 
        $0
      $82,212 
        $1,651,400
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $346,212 
        $1,775,400Logan B. Anderson(3)
        Former VP  Finance
      2009 
        2008
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $289,008
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $0 
        $289,008William C. Tao(4)
        Former Executive 
        Officer & Former 
        Director
      2009 
        2008
      $97,500 
        $140,000
      $0 
        $0
      $0 
        $0
      $0 
        $1,238,550
      $0 
        $0
      $0 
        $0
      $0 
        $0
      $97,500 
        $1,375,000Kevin B. Epp(5)
        Former Executive 
        Officer & Former 
        Director
      2009 
        2008
      n/a 
        $14,000
      n/a 
        $0
      n/a 
        $0
      n/a 
        $0
      n/a 
        $0
      n/a 
        $0
      n/a 
        $0
      n/a 
        $14,000


|**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)        | Mr. Anderson was our VP - Finance from June 25, 2008 to
      September 11, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(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.                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(5)        | Mr. Epp was our sole director and sole executive officer
      since our inception to October 5, 2007. From February, 2006 to October,
      2007, we paid to Mr. Epp a management fee of $2,800 per month pursuant to
      a verbal agreement. The agreement was on a month-to-month basis with no
      formal contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Page 24 of 33

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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, 2009:

Name and Principal
      Position
    Number of
      Securities Underlying Unexercised Options (#)
      Exercisable
    Number of
      Securities Underlying Unexercised Options (#)
      Unexercisable
    EquityIncentive Plan
      Awards: 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 VestedK. Ian Matheson CEO, President &
      Director
    900,000
    --
    --
    $0.05
    01/15/11
    --
    --Jason S. Mitchell CFO, Treasurer,
      Secretary & Director
    2,000,000 1,200,000
    -- --
    -- --
    $0.74 $0.05
    01/31/10 01/15/11
    750,000(1)750,000(2)
    $81,750 $81,750Michael C. Boyko Director
    300,000
    --
    --
    $0.05
    01/15/11
    --
    --William C. Tao Former CEO, Former
      President, Former Secretary & Former Director
    1,500,000
    --
    --
    $0.74
    01/31/10
    --
    --Logan B. Anderson Former VP - Finance
    350,000 250,000
    -- --
    -- --
    $0.74 $0.05
    01/31/10 01/15/11
    --
    --


|**Notes:** |                                                                 
|---------- | ----------------------------------------------------------------
|(1)        | 750,000 shares of common stock will vest on March 1,
      2010.
|(2)        | 750,000 shares of common stock will vest on March 1,
      2011.

DIRECTOR COMPENSATION TABLE

The following table sets forth the compensation paid to our
directors for the fiscal year ended April 30, 2009.

Name
    Fees Earned or Paid in Cash
      ($)
    Stock Awards ($)
    Option Awards ($)
    Non-Equity Incentive Plan
      Compensation ($)
    Nonqualified Deferred Compensation
      Earnings ($)
    All Other Compensation ($)
    Total ($)Michael C.
      Boyko(1)
    $0
    -
    $20,553
    -
    -
    -
    $20,553




|**Notes:** |                                                                          
|---------- | -------------------------------------------------------------------------
|(1)        | Mr. Boyko was appointed to our Board of Directors on
      April 2, 2009.

Page 25 of 33

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

EQUITY COMPENSATION PLANS

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

Equity Compensation Plan Information

Plan Category
    Number of Securities to be Issued
      Upon Exercise of Outstanding Options, Warrants and Rights
      (a)
    Weighted-Average Exercise Price of
      Outstanding Options, Warrants and Rights (b)
    Number of Securities Remaining Available
      for Future Issuance Under Equity Compensation Plans (Excluding
      Securities Reflected in column (a)) (c)Equity Compensation Plans Approved By Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved By Security
      Holders
    9,340,000
    $0.37
    Nil


2008 Stock Incentive Plan

On February 1, 2008, we established our 2008 Stock Option Plan
(the 2008 Plan). The purpose of the 2008 Plan is to advance the interests of
our company and our stockholders by strengthening our ability to attract, retain
and motivate key corporate personnel who contribute to our long term success and
to provide incentives which are linked directly to increases in stock value
which will inure to the benefit of all our stockholders. The 2008 Plan is
administered by our Board of Directors or, if designated by the Board of
Directors, by a committee of two or more non-employee directors appointed by the
Board of Directors (the "Administrator"). Subject to the provisions of the 2008
Plan, the Administrator has full and final authority to grant the awards of
stock options and to determine the terms and conditions of the awards and the
number of shares to be issued pursuant thereto.

All of our employees and members of our Board of Directors are
eligible to be granted options. Individuals who have rendered or are expected to
render advisory or consulting services to us are also eligible to receive
options under the 2008 Plan, provided that they render bona fide services that
are not in connection with the offer and sale of our securities in a
capital-raising transaction and that they do not directly or indirectly promote
or maintain a market for our securities.

Upon its adoption, the maximum number of shares of our common
stock with respect to which options or rights could be granted under the 2008
Plan was 4,600,000 shares. The 2008 Plan contains provisions that allow for
increases in the number of shares of our common stock that may be the subject of
options granted under the 2008 Plan. Each fiscal quarter, commencing May 1,
2008, the total number of shares that may be optioned and sold under the Plan
may increase 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 as may be determined by our
      directors.                                                 

Options granted under the 2008 Plan are non-transferable, other
than by will or the laws of descent and distribution.

Page 26 of 33

---

The Plan terminates on February 1, 2018, unless sooner
terminated by action of the 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 2008 Plan. On March 31, 2009, our Board of Directors
determined that: (a) no new options may be granted under the 2008 Plan; and (b)
the 2008 Plan is to be terminated once all outstanding options granted under the
2008 Plan have been exercised, expired or otherwise terminated.

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 (Participants) 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.

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 27,
2009by: (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.

Page 27 of 33

---

Title of Class
      Name and Address of Beneficial
        Owner
      Number of Shares of Common Stock(1)
      Percentage of Common Stock(1)DIRECTORS AND OFFICERSCommon Stock
      K. Ian Matheson 
        CEO, President & Director
      23,131,000 Shares 
        (direct & indirect)(2)
      27.4%Common Stock
      Jason S. Mitchell 
        CFO, Treasurer, Secretary & Director
      12,600,000 Shares 
        (direct & indirect)(3)
      15.5%Common Stock
      Michael C. Boyko 
        Director
      1,300,000 Shares 
        (direct)(4)
      *Common Stock
      All Officers and Directors 
        as a Group (3 persons)
      36,031,000 
        (direct & indirect)
      40.5%5% SHAREHOLDERSCommon Stock
      William Charles Tao 
        Former CEO, Former President, Former 
        Secretary & Former Director 
        3135 Villa Marbella Circle 
        Reno, NV 89509
      6,062,500 
        (direct)(5)
      7.9%Common Stock
      K. Ian Matheson 
        CEO, President & Director 
        2215 Lucerne Circle 
        Henderson, NV 89014
      23,131,000 Shares 
        (direct & indirect)(2)
      27.4%Common Stock
      Harold C. Moll 
        Box 866, Georgetown 
        Grand Cayman, BWI
      8,750,000 
        (direct)(6)
      11.3%


|**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 27, 2009. As of July 27, 2009, there
        were 75,179,852 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) 400,000 common shares held by Royal City Minerals Inc., a company
        controlled by Mr. Matheson; (iv) warrants to acquire 8,000,000 common
        shares at an exercise price of $0.10 per share until February 23, 2011;
        (v) 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;
        and (vi) 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) warrants to acquire 1,000,000 common shares at an exercise
        price of $0.10 per share until February 23, 2011; (iv) warrants to acquire
        2,000,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

Page 28 of 33

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|    | common shares held by Pilot Plant Inc. at an exercise
      price of $0.10 per share until February 23, 2011; (v) an option to acquire
      2,000,000 common shares at an exercise price of $0.74 per share until
      January 31, 2010; and (vi) an option to acquire 1,200,000 common shares at
      an exercise price of $0.05 per share until January 15, 2011.                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | The number of shares listed as beneficially owned
      directly by Mr. Boyko consists of: (i) 500,000 common shares held by Mr.
      Boyko; (ii) warrants to acquire 500,000 common shares at an exercise price
      of $0.10 per share until July 15, 2011; and (iii) an option to acquire
      300,000 common shares at an exercise price of $0.05 per share until
      January 15, 2011.          
|(5) | The number of shares listed as beneficially owned
      directly by Dr. Tao consists of: (i) 4,562,500 common shares held by Dr.
      Tao; and (ii) an option to purchase 1,500,000 common shares at an exercise
      price of $0.74 per share until January 15, 2010.                                                                                                                                  
|(6) | The number of shares listed as beneficially owned
      directly by Mr. Moll consists of: (i) 4,250,000 common shares held
      directly by Mr. Moll; (ii) warrants to acquire 500,000 common shares at an
      exercise price of $0.10 per share until January 15, 2011; and (iii)
      warrants to acquire 2,000,000 common shares at an exercise price of $0.10
      per share until July 15, 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.                                                                         

Acquisition of Royal Mines Inc.

On October 5, 2007, we acquired Royal Mines Inc. (RMI)
pursuant to the terms of an agreement and plan of merger dated September 24,
2007 (the First Merger Agreement) among ourselves, Royal Acquisition Corp.,
RMI and Kevin B. Epp, our former executive officer and director. Under the terms
of First Merger Agreement, the following related transactions occurred:

|(a) | Mr. Epp, our former executive officer and director,
      surrendered 23,500,000 shares of our common stock for cancellation in
      consideration of payment by us of $0.001 per share for an aggregate
      consideration of $23,500.                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                      
|(c) | We exchanged 5,431,000 shares of RMI owned by K. Ian
      Matheson, our CEO, President and a member of our Board of Directors, for
      5,431,000 shares of our common stock. We also exchanged 1,150,000 shares
      of RMI owned by Debra L. Matheson, the wife of Mr. Matheson, for 1,150,000
      shares of our common stock.
|    |                                                                                                                                                                                                                                                                                                                                      
|(c) | We exchanged 4,562,500 shares of RMI owned by William
      Charles Tao, our former executive officer and director, for 4,562,000
      shares of our common stock.                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                      
|(d) | We exchanged 3,750,000 shares of RMI owned by Harold
      Moll, a beneficial holder of more than 5% of our issued and outstanding
      shares, for 3,750,000 shares of our common stock.                                                                                                                                           

Page 29 of 33

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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, 2009 and 2008, we were indebted to Mr.
      Matheson for principal amounts totaling $164,064 and $300,025,
      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, 2009 and 2008 in the amount of $38,205 and $6,020,
  respectively.                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | On February 24, 2009, we issued 8,000,000 units (each a
      Unit) 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) | As at April 30, 2009, we were indebted to Royal City
      Minerals Inc., a company controlled by Mr. Matheson, in the principal
      amount of $39,504. This amount is non-interest bearing, unsecured and due
      on demand. On February 24, 2009, we issued 400,000 Units to Royal City
      Minerals Inc. to settle outstanding indebtedness of $20,000.                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   
|(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. On February 24, 2009, we issued 1,000,000
      Units to Mr. Mitchell to settle outstanding indebtedness of
  $50,000.                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   
|(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.
      On February 24, 2009, we issued 1,000,000 Units to Pilot Plant Inc. to
      settle outstanding indebtedness of $50,000.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   
|(e) | As at April 30, 2009, we were indebted to Pass Minerals
      Inc., a company controlled by Mr. Matheson and Mr. Mitchell, in the
      principal amount of $31,000. This amount is non-interest bearing,
      unsecured and due on demand.                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                   
|(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.                                                                                                                                                                     

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under FINRA 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. Michael C. Boyko is the only member of our Board of Directors who
is not an executive officer or employee. As such, Mr. Boyko is our sole
independent director.

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,
2009 and April 30, 2008 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

Page 30 of 33

---

accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods were as follows:

|                   | Year Ended April 30, 2009 | Year Ended April 30, 2008
|------------------ | ------------------------- | -------------------------
|                   |                           |                          
|Audit Fees         | $28,150                   | $27,700                  
|Audit-Related Fees | $ NIL                     | $ NIL                    
|Tax Fees           | $ NIL                     | $ NIL                    
|All Other Fees     | $ NIL                     | $ NIL                    
|                   |                           |                          
|Total              | $28,150                   | $27,700                  

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)      

Page 31 of 33

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|Exhibit |                                                                                                                                                                           
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                   
|        |                                                                                                                                                                           
|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 Mitchell.(6)                                                                                     
|        |                                                                                                                                                                           
|10.21   | Extension Agreement between the
      Company and Robert H. Gunnison.(7)                                                                                                  
|        |                                                                                                                                                                           
|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)                                  
|        |                                                                                                                                                                           
|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.                                        

Page 32 of 33

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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 28, 2009 |  | By: | /s/ K. Ian Matheson                                   
|      |               |  |     | K. IAN MATHESON                                       
|      |               |  |     | Chief Executive Officer,
      President and Secretary
|      |               |  |     | (Principal Executive Officer)                         
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|      |               |  |     |                                                       
|Date: | July 28, 2009 |  | 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 28, 2009
    
    By:
    /s/ K. Ian MathesonK. IAN MATHESONDirectorDate:
    July 28, 2009
    
    By:
    /s/ Jason S. MitchellJASON S. MITCHELLDirectorDate:
    July 28, 2009
    
    By:
    /s/ Michael C. BoykoMICHAEL C. BOYKODirector


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