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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, 2008

[ ] 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                                                | 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 [ ] No
[X]

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 [ ] No
[X]

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. Yes [X]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.
[X]

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 [ ] No [X]

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 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: $42,305,740 based on a price of $1.17, being the
average of the closing bid and ask price for the registrants common stock as
quoted on the OTCBulletin Board on October 31,
2007.

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 28, 2008, the registrant had 46,152,252 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, 2008
|                                 
|TABLE OF CONTENTS                

|           |           |                                                                                                                    | PAGE
|---------- | --------- | ------------------------------------------------------------------------------------------------------------------ | ----
|PART I     |           | 3                                                                                                                 
|           | ITEM 1.   | BUSINESS                                                                                                           | 3   
|           | ITEM 1A.  | RISK FACTORS.                                                                                                      | 9   
|           | ITEM 2.   | PROPERTIES                                                                                                         | 12  
|           | ITEM 3.   | LEGAL PROCEEDINGS                                                                                                  | 14  
|           | ITEM 4.   | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 15  
|PART II    |           | 16                                                                                                                
|           | ITEM 5.   | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 16  
|           | ITEM 7.   | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS.                       | 17  
|           | ITEM 8.   | FINANCIAL STATEMENTS AND SUPLEMENTARY DATA                                                                         | 21  
|           | ITEM 9.   | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE                         | 22  
|           | ITEM 9AT. | CONTROLS AND PROCEDURES.                                                                                           | 22  
|           | ITEM 9B.  | OTHER INFORMATION                                                                                                  | 23  
|PART III   |           | 24                                                                                                                
|           | ITEM 10.  | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.                                                            | 24  
|           | ITEM 11.  | EXECUTIVE COMPENSATION.                                                                                            | 26  
|           | ITEM 12.  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.              | 27  
|           | ITEM 13.  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE.                                   | 30  
|           | ITEM 14.  | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                            | 31  
|           | ITEM 15.  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                           | 31  
|SIGNATURES | 33       

Page 2 of 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. On June 8, 2007, we completed a 3-for-1 split of our common
stock. As a result of the stock split, our authorized capital of common stock
was increased from 100,000,000 shares, with a par value of $0.001 per share, to
300,000,000 shares of common stock, with a par value of $0.001 per share. Our
authorized capital also includes 100,000,000 shares of preferred stock, with a
par value of $0.001 per share, of which none are issued and outstanding.

We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. Effective on October 5, 2007,
we completed the acquisition of Royal Mines Inc. (RMI), a company engaged in
the acquisition and exploration of mineral properties. As a result of our
acquisition of RMI, we acquired an interest in the Piute Valley Lakebed Claims
described below. In addition, we also acquired an interest in a proprietary
technology for the lixiviation of minerals using thiourea stabilization (the
Lixiviation Technology) and certain laboratory equipment and facilities for
the purposes of testing and utilizing the Lixiviation Technology (the Phoenix
Pilot Production Facility). The lixiviation of minerals is the process of using
chemicals to extract metals from mineral ore. Thiourea is a more environmentally
friendly lixiviant than cyanide or sulfuric acid, which have traditionally been
used for this purpose.

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

Effective on October 6, 2007, we completed a second merger
whereby Acquisition Sub was merged with and into the Company, with the Company
continuing as the surviving corporation (the Second Merger). As part of the
Second Merger, we changed our name from Centrus Ventures Inc. to Royal Mines
And Minerals Corp. (the Name Change). Other than the Name Change, no
amendments were made to our Articles of Incorporation.

Under the terms and conditions of the First Merger Agreement,
each share of RMIs common stock issued and outstanding immediately prior to the
completion of the First Merger was converted into one share of our common stock.
As a result, we issued a total of 32,183,326 shares of our common stock to
former stockholders of RMI. In addition, Mr. Epp surrendered 23,500,000 shares
of our common stock for cancellation in consideration of

Page 3 of 33

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payment by us 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 RMI affected a change of control in the Company.

In addition to our interest in the Piute Valley Lakebed Claims,
we also own a 100% undivided interest in a mineral claim known as Royal Blue
(the Royal Blue Claim) comprised of one located claim of 20 acres located on
the Yellow Pine Mining District, Clark County, Nevada. Our interest in the Royal
Blue Claim will lapse effective September 1, 2008 unless we complete work and
make filings before that date.

Recent Corporate Developments

The following corporate developments occurred since our third
fiscal quarter ended January 31, 2008:

|1. | Effective February 1, 2008, our Board of Directors
      adopted our 2008 Stock Incentive Plan (the "2008 Stock Incentive Plan").
      The 2008 Stock Incentive Plan will allow us to grant certain options to
      our directors, officers, employees and eligible consultants. A total of
      4,600,000 shares of our common stock are available for issuance under the
      2008 Stock Incentive Plan. However, the maximum aggregate number of shares
      of our common stock that may be optioned and sold under the 2008 Stock
      Incentive Plan will increase effective on the first day of each of our
      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 our Board of Directors.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | On February 1, 2008, we issued non-qualified stock
      options to purchase a total of 4,340,000 shares of common stock to various
      officers, directors and consultants pursuant to the 2008 Stock Incentive
      Plan. Each of the options was granted with an exercise price of $0.74 per
      share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | Also on February 1, 2008, Jason S. Mitchell was appointed
      as our Chief Financial Officer and Treasurer. Dr. William Charles Tao
      resigned as our Chief Financial Officer and Treasurer to make room for the
      appointment of Mr. Mitchell. Dr. Tao continues to act as our Chief
      Executive Officer, President, and Secretary and as our sole member of our
      Board of Directors. There was no disagreement between Dr. Tao and us
      regarding any matter relating to our operations, policies or practices in
      connection with his resignation as Chief Financial Officer and
      Treasurer.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4. | On May 28, 2008, we increased the size of our Board of
      Directors from one to two members and appointed Jason S. Mitchell to fill
      the vacancy on the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | On June 25, 2008, we increased the size of our Board of
      Directors from two to three members and appointed K. Ian Matheson to fill
      the vacancy on the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | Also on June 25, 2008, we appointed Logan B. Anderson as
      our Vice President  Finance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

The Piute Valley Lakebed Claims

The Piute Valley Lakebed Claims is a potential gold project
consisting of the options to 12 mineral claims, covering approximately 1,920
acres, located in Clark County, Nevada. We had originally acquired the options
to 24 mineral claims covering of 3,840 acres. However, it came to our attention
that eight of the original mineral claims have been segregated by the Bureau of
Land Management and our interest in four additional mineral claims may conflict
with prior rights.

We acquired our interest in the Piute Valley Lakebed Claims
upon completing our acquisition of RMI. As a result of our acquisition of RMI,
we acquired all of RMIs interest and assumed all of its obligations under its
option agreements (the Option Agreements) with certain optionors (the
Optionors). Under the terms of the Option Agreements, we have the option to
acquire a 7/8th undivided interest in the Piute Valley Lakebed Claims. Under the
Option Agreements, in order to maintain and exercise our option, we are required
to issue the following consideration:

| | (a) | 1,050,000 shares of common stock on execution of the
      Option Agreements (which shares have been issued);
| | --- | -------------------------------------------------------------------------------------------------------------

Page 4 of 33

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| | (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.    

In addition, the Piute Valley Lakebed Claims include a patented
mineral claim consisting of 20.61 acres. The patented mineral claim is described
as follows:

- Parcel APN# 250-02-401-002 designated Jupiter Lode, US Patent Survey
  #2166.
- Enterprise Millsite US Patent #2518, SMD.
- Clark County Assessor Description PT SW4 SEC 02 29 63, designated 20.61
  total acres.

As a result of our acquisition of RMI, we acquired all of RMIs
interest and assumed all of its obligations under a Restatement and Amendment to
Lease Agreement dated April 12, 2007 (the Lease Agreement) among Erline Y.
Smith, Trustee, Erline Y. Smith Trust and Lawana Hooper (collectively referred
to as the Lessors) and RMI. Under the terms of the Lease Agreement, we were
granted the right to explore, and if proved feasible, develop the patented
mineral claim. These rights were granted as a lease for a term of 20 years. As
consideration for the lease of the patented mineral claim, 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 patented mineral claim. As of the date of
      this Annual Report, we had paid the annual rental fee until August 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
      claims.

Lixiviation Technology

On April 2, 2007, RMI entered into a Technology and Asset
Purchase Agreement (the Technology Agreement) with New Verde River Mining Co.,
Inc. (New Verde) and Robert H. Gunnison. Under the terms of the Technology
Agreement, RMI acquired a proprietary technology for lixiviation of metals from
ore utilizing thiourea stabilization (the Lixiviation Technology) and certain
laboratory equipment and facilities for the purposes of testing and utilizing
the Lixiviation Technology (the Phoenix Pilot Production Facility). As a
result of our acquisition of RMI, we acquired all of RMIs interest and assumed
all of its obligations under the Technology Agreement. As consideration for the
Lixiviation Technology and the Facility, we are required to do the
following:

| | (a) | pay to New Verde the sum of $300,000 for the purchase of
      the Lixiviation Technology and the Phoenix Pilot Production Facility as
      follows:                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                 
| |     |                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                
| |     |                                                                                                                                                                                     
| | (b) | issue 2,000,000 shares to Mr. Gunnison for the
      Lixiviation Technology (which shares have been issued) and were to be held
      by us and released to Mr. Gunnison as follows:
| |     |                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                 
| |     |                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                

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| | (iii) | 500,000 shares on October 2, 2009; and
| | ----- | --------------------------------------
| |       |                                       
| | (iv)  | 500,000 shares on August 1, 2010.     

In consideration of the delay in our payments to Mr. Gunnison,
we have released all of the shares out of escrow to Mr. Gunnison.

Concurrent with the acquisition of the Lixiviation Technology
and the Phoenix Pilot Production Facility, RMI entered into an Employment
Agreement dated April 2, 2007 (the Employment Agreement) with Robert H.
Gunnison whereby Mr. Gunnison agreed to act as RMIs Production Manager
commencing on April 2, 2008. In consideration of Mr. Gunnisons services, RMI
agreed to pay Mr. Gunnison a salary of $120,000 per annum. As a result of our
acquisition of RMI, we have acquired RMIs interest and assumed all of its
obligations under the Employment Agreement. As of the date of this Annual
Report, we are two months in arrears of Mr. Gunnisons salary.

Phoenix Pilot Facility

Our Phoenix Pilot Production Facility is designed as a compact,
modular, cost efficient, turn-key operation, with a capacity of processing 50
tons of head ore per day. During the fiscal year ending April 30, 2008, we
completed our applied research and development and pilot-scale testing of a
proprietary mineral processing concept called Mechano-Chemical In-Situ Mill
Leaching (MCISML). The MCISML processing methodology is a part of our
intellectual property incorporated into our mineral processing and production
flow sheet, from which our philosophy is to operate with zero emission and zero
discharge.

ESMP - Environmental Sustainable Mineral Processing

The concept of Environmental Sustainable Mineral Processing
(ESMP) involves the development of a modular, turn-key, commercial-scale
processing flow sheet in which:

| | 1) | The hydrometallurgical extraction of the precious and
      base metals is performed with leach chemicals that are regenerative and
      recyclable in order to minimize discharge and emission.                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                          
| | 2) | The incorporation of unit operations such as milling and
      attrition with those of leach extraction in order to accelerate the time
      scale of vat leaching, especially for ores involving mineralogy in which
      the metals are encapsulated.
| |    |                                                                                                                                                                                                                                                          
| | 3) | The treatment of spent tailings in a manner that allows
      for final disposition without environmental
liability.                                                                                                                                     

We have developed several intellectual properties associated
with ESMP and will be filing the associated claims and patent applications. We
have filed for trademark for the term ESMP  Environmental Sustainable Mineral
Processing.

Regenerative Thiourea Leaching

We have developed a simple process to preserve the thiourea
molecule from irreversible breakdown during the lixiviation of precious metals,
thereby reducing the consumption of thiourea and allowing for the recycling of
the leach solution in a continuous leach extraction process. Utilizing three (3)
proprietary chemicals, we are able to prevent the irreversible breakdown of
formamidine, an intermediate product of the thiourea lixiviation process, to the
cyanamide and elemental sulfur. In so doing, we are shifting the equilibrium of
the thiourea chemistry to that of the reversible reaction between thiourea and
formamidine, which minimizes the oxidation of thiourea. The apparent activation
energy for the extraction of gold and silver was smaller than that of the
reaction rate of thiourea consumption by ferric iron within the ores. Continuous
leaching may be accomplished even after the thiourea leaching solution was
preserved for several months. The gold recovery at 288 K was greater than that
at higher temperatures, when the ore undergoes a simple pretreatment period.
This is because the concentration of thiourea was decreased by the oxidation at
higher temperatures, while the thiourea was not consumed by ferric ion at 288 K.
It is considered that the lower temperature operation is preferable when the
leaching solution is regenerated and recycled.

Page 6 of 33

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One of the main advantages of using thiourea to lixiviate
precious metals is the high rate of gold dissolution. The leaching rate can be
four to five times faster than cyanidation. This could be an important aspect
for processing ore containing coarse gold particles. The faster leaching time
will reduce the investment for a new processing plant. The regenerative thiourea
leaching can be adapted to varying plant and ore conditions; whereas, the
leaching conditions of the cyanide process can only be modified within a narrow
range.

The economics of gold leaching with thiourea are principally
determined by thiourea consumption, which is related to thiourea and oxidant
concentrations, pH and the solution redox potential. Thiourea concentrations
between 5 to 50 g/l have been used in our pilot testing, with thiourea
consumptions of <1 kg/t ore projected for optimized thiourea leaching systems
based on our regenerative protocols.

Another advantage of using thiourea is that sulphuric acid has
little effect on sulphidic copper minerals, which dissolve almost completely in
cyanide solutions.

Mechano-Chemical In-Situ Mill Leaching (MCISML)

The economic extraction of precious metals from certain mineral
resources may require the development of a processing flow sheet in which the
milling and attrition components are designed to fracture and crack the minerals
to create pathways for the leaching solution to penetrate into. We incorporated
the Regenerative Thiourea Leaching directly into a commercial vibratory-drum
grinding mill, which is manufactured by a US OEM with a successful track record
in applying the mechanical grinding equipment for large-scale grinding of
materials in many mining and industrial sectors.

We have employed the vibratory-drum grinding mill at our
Phoenix Pilot Production Facility, which can grind and leach up to 50 MT per
day. The vibratory-drum grinding mill was able to fracture and grind the
alluvial ore from the Piute Valley Lakebed Claim. On the other hand, ball and
rod mills or autogenous grinding proved inefficient in grinding the alluvial
ore.

In optimizing the solids loading of our ores for the
vibratory-drum grinding mill, we recognized that we can easily incorporate the
leach liquor as the carrier fluid for wet grinding, hence the mechano-chemical
in-situ mill leaching concept (MCISML). We discovered that the fracturing and
stress cracking mechanism lends well to simultaneous leaching of the embedded
metals, because the increased stress fractures in the mineral and crystalline
matrix opened pathways directly to the metal surfaces; this is probably due to
thermal impedance mismatched between metals and inorganic materials during the
solutioning and crystallization formation mechanism.

The vibratory-drum grinding mill contains a special insert to
accommodate the leach chemicals. We have used sodium cyanide, sodium
thiosulfate, thiourea, and sulfuric acid-oxidant as lixiviants. As such, we have
formed an exclusive strategic partnership, in which our Phoenix Pilot Production
Facility serves as a demonstration site for OEMs customers.

The technical and economical advantages of the MCISML
processing concept are associated with both robust equipment design and high
efficiency in chemical leaching. The largest unit manufactured has a chamber
diameter of 1.83 m and length of 5.48 m and supports a throughput capacity of 15
to 18 MT of ore per hour. The actual ore throughput will be part of the design
parameter set for optimization of the alluvial ore from the Piute Valley Lakebed
Claims.

We have found that the vibratory-drum grinding mill provides
exceptional grinding performance and energy savings. A sub-resonant two mass
drive and spring system alternately stores and releases energy to effect
continuous vibratory motion of the grind chamber. Once in motion, energy is only
needed to move the grinding media, composed of right cylindrical ceramic pieces,
as a fluid mass, and to overcome frictional losses.

The tumbling action of the grinding media results from forces
that are applied at various points on the drum shell by the two mass drive and
spring system. Media rotates transversely to the centerline of the grind
chamber, and consequently, stroke pressure is increased as the media is conveyed
to the drive and spring side. The bottom of the grind mass is actually lifted
off the inner liner surface, trapping the larger particles of ore in the impact
zone; similar to autogenous grind mechanism but on a more local
particle-to-particle scale. Acting as a fluid mass, the media allows the larger
particles to quickly pass to the liner surface and the area of highest impact
pressure. As the ore rotates with the media, it is constantly exposed to new
impact surfaces.

Page 7 of 33

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Licensing of Intellectual Properties

Within the fiscal year ending April 30, 2008, we have completed
a process demonstration of our Lixiviation Technology for the extraction of
precious and base metals obtained from the recycling of electronic circuit
boards. We have entered into negotiations to license our Lixiviation Technology
to an independent third-party involved with the fractionation of recycled
electronic components in the United States.

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 Lakebed Claims, the extent of which cannot be
predicted. Our Piute Valley Lakebed Claims are largely comprised of unpatented
mining claims located on federal land managed by the U.S. Bureau of Land
Management. Mining activities on the Piute Valley Lakebed Claims 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 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

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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
we acquired under the Technology Agreement, and we are in the process of filing
for a trademark for our Environmental Sustainable Mineral Processing methodology
- ESMP

Research and Development Expenditures

During our fiscal year ended April 30, 2008, we spent
approximately $815,022 on research and development costs. In fiscal 2007, we
spent approximately $438,371 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.
|-------- | -------------

If we do not obtain additional financing, we may not be able
to complete our exploration and development programs on the Piute Valley Lakebed
Claims.

We recorded a net loss of $5,245,838 during the year ended
April 30, 2008 and had cash on hand of $9,794 as at April 30, 2008. Our plan of
operation calls for significant expenses in connection with the exploration of
our Piute Valley Lakebed Claims. Accordingly, 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 had previously approved an offering of
15,000,000 Units at $1.00 per Unit. However, we were unable to complete the sale
of any units under this offering. Accordingly, the Board of Directors is
currently seeking to arrange a private placement to fund our operations at a
price which reflects the current market price of our common stock. However,
there is no assurance that we will be able to complete the sale of all of the
securities under a new private placement offering. Even if we complete the sale
of all of the securities offered under a new 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 is not presently contemplated.
Issuing shares of our common stock, for financing purposes or otherwise, will
dilute the interests of our existing stockholders.

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In order to maintain our rights to the Piute Valley Lakebed
Claims, 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 Lakebed
Claims, we will be required to make annual filings with federal and state
regulatory authorities. Currently the amount of these fees is nominal; 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 Lakebed Claims. 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 Lakebed
Claims.

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

To date, our primary business activities have involved the
acquisition of mineral claims and the exploration and development on these
claims. As of April 30, 2008, we have not earned any revenues. 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 revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any 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
exploration of our mineral claims 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.

Even if we discover commercial reserves of precious metals
on our optioned mineral claims, we may not be able to successfully obtain
commercial production.

Our optioned mineral claims do 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.

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As noted in the financial statements for the period ended April
30, 2008, 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 optioned mineral claims,
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 claims, 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. Currently,
we have not hired any key personnel. 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 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

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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. #112,
Henderson, NV 89052, consisting of approximately 150 square feet, which we rent
at a cost of $630 per month. We are currently renting on a month to month basis,
but have entered into a lease agreement commencing on November 1, 2007 and
expiring on April 30, 2008. Since April 30, 2008, we have continued to rent
these premises on a month-to-month basis.

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,
laboratory space and storage space, at a cost of $1,800 per month. We entered
into a lease with respect to these premises which commenced in April 2006 and
expires on May 30, 2008. Since May 30, 2008, we have continued to rent these
premises on a month-to-month basis.

In addition, we currently lease our Phoenix Pilot Production
Facility located at 2344 North 33rd Avenue, Maricopa, Arizona. The
Phoenix Pilot Production Facility is leased pursuant to a Lease Agreement dated
June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement
Trust and RMI. 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 LAKEBED CLAIMS

Location, Climate, Infrastructure and Access

The Piute Valley Lakebed Claims consist of 1,920 acres of
lakebed exploration project, with underlying hard rock potential, located about
50 miles south of Las Vegas. The 1,920 acres are divided into two contiguous
parcels, the first 640 acres are located within Section 14, Range 63E, Township
29S, the second 1,280 acres are located within Sections 7, 18, 19, Range 64E,
Township 29S in the Searchlight and Quartette Mining Districts of Clark County,
Nevada.

Access is by vehicle from Las Vegas on Highway 95 to
Searchlight, Nevada then by secondary roads southward to the 640 acres and
southeastward to the 1,280 acres. 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 claims contain extensive sedimentary
deposits, a part of an extensive basin filled with unconsolidated detritus and
bounded by outcropping Miocene volcanic and intrusive rocks. Previous geologic
work conducted from interpretation of satellite infrared imagery indicates the
claims are overlaying a major east-west Fracture Zone as wide as 5-8 miles.
Historically, gold mined from the area was produced principally from
quartz-sulphide-hematite veins trending in the same east-west direction.

Metallurgy and Mineralogy

The Piute Valley Lakebed Claims in Nevada have 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

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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

During 2007, we initiated a sampling program on the Piute
Valley Lakebed Claim 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 Pilot-Production
  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 of the Piute Valley lakebed
  samples, 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 Lakebed Claims. 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.
- August 2007 We initiated a Phase III study involving the
  centrifugal (gravity) and flotation concentration of the Piute Valley Lakebed
  Claims.

Current State of Exploration of Piute Valley Lakebed
Claims

Our current state of exploration involves a three phase
exploration program to be undertaken on the 640 and 1,280 acres Piute Valley
Lakebed Claims to assess its potential to host gold and silver mineralization.
The three 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
    Test diamond drilling of the
      prime targets for 20 acres production.
    $250,000
    To be completed in fourth
      calendar quarter of 2008 and first calendar quarter of 2009.Total Estimated Cost
    $355,000


Our exploration program is intended to generate and prioritize
target areas for implementation of our Regenerative Thiourea 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 Lakebed Claims was
conducted on these invalid claims. However, we believe that the mineralization
is homogenous throughout the Piute Valley and accordingly the results should be
valid for the remaining claims.

Phase I Exploration Program

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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 Lakebed
Claims.

Phase II Exploration Program

Work on Phase II of our exploration program was completed in
October, 2007. 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.
Phase II of our exploration program did not require the filing of Notice of
Drilling with the Bureau of Land Management.

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


Depending on our prioritization of areas within the former
2,560 acres portion of the Piute Valley Lakebed claims, the implementation of
Phase III of our exploration may require the filing of a Notice of Drilling with
the Federal Bureau of Land Management. The completion of the Phase III portion
of our current exploration program will depend on obtaining sufficient funds for
the drilling and mineral analysis.

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, and the application of MCISML processing for
the extraction of the precious metals. We will be optimizing the design of the
gravity-floatation portion of the flow sheet for incorporation into the
front-end of the MCISML processing concept.

We have only recently commenced exploration of the Piute Valley
Lakebed Claims and this exploration are currently in the preliminary stages. Our
planned exploration program is exploratory in nature and no commercially
extractable mineral reserves may ever be found.

THE ROYAL BLUE CLAIM

We currently own a 100% interest in the Royal Blue Claim,
located on the Yellow Pine Mining District, Clark County, Nevada. Our interest
in the Royal Blue Claim will lapse effective September 1, 2008 unless we
complete work and make filings before that date.

|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.

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|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, 2008.

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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 shares of common stock commenced trading on the OTC
Bulletin Board under the symbol CVNE on March 29, 2007. As a result of a
three-for-one forward split of our issued and outstanding common stock, the
symbol under which our shares traded on the OTC Bulletin Board changed from
CVNE to CTUV effective June 8, 2007. Effective October 8, 2007, our symbol
changed from CTUV to RYMM in connection with our change of name from
Centrus Ventures Inc. to Royal Mines And Minerals Corp.

The high and the low bid prices for our shares since March 29,
2007 as reported by the OTC Bulletin Board were:

Quarter Ended
    High
    LowApril 30, 2007
    n/a
    n/aJuly 31, 2007
    $1.46
    $1.01October 31, 2007(1)
    $1.49
    $1.05January 31, 2008
    $1.90
    $0.51April 30, 2008
    $1.30
    $0.51


| | Notes: |                                                                                                                                                      
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | (1)    | Includes only the high and low bid prices for the period
      from August 1, 2007 to September 28, 2007 as reported by the OTC Bulletin
      Board.

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.

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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 28, 2008, there were 102 registered holders of
record of our common stock. We believe that a number of stockholders hold stock
on deposit with their brokers or investment bankers registered in the name of
stock depositories.

DIVIDENDS

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

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

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

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the
year ended April 30, 2008 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

The Piute Valley Lakebed Claims

Our current plan of operation for the Piute Valley Lakebed
Claims consists of:

| | 1) | Completing Phase III of our exploration program in order
      to assess the optimal area for placing 20 acres of our leased mineral
      claim into production. The anticipated cost of Phase III of our
      exploration will be $250,000.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                               
| | 2) | Designing and implementing the MCISML processing flow
      sheet for the 20 acres production target using the Lixiviation
      Technology.                                                                                                  
| |    |                                                                                                                                                                                                                                               
| | 3) | Exploring strategic partnerships for the exploration of
      the additional Piute Valley Lakebed claims.                                                                                                                                     

As of April 30, 2008, we had cash in the amount of $9,794.
Accordingly, we do not have sufficient resources to meet the anticipated costs
of completing our plan of operation of our Piute Valley Lakebed Claims or
anticipated administrative costs of operating our business for the next twelve
months. In order to complete our plan of

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operation of the Piute Valley Lakebed Claims, we will be
required to obtain substantial financing from the sale of our common stock, of
which there is no assurances.

Royal Blue Claim

We have suspended our exploration program on our Royal Blue
Claim as we intend to focus our resources on the exploration of our Piute Valley
Lakebed Claims. Phase I of our exploration program was completed in June, 2006.
The Phase I exploratory program consisted of trenching and sampling over known
mineralized zones. Based on the results of Phase I of our exploration program,
our geological consultant recommended that Phase II be commenced. We do not
anticipate commencing Phase II of our exploration program until early 2009 as we
have suspended our exploration program of the Royal Blue Claim. We anticipate
that the second phase will consist of soil geochemical surveys, sampling and
geological mapping of the veins within anomalous zones, which will define the
structural trend to the extensions of the known mineral zones. As at April 30,
2008, we have expended $8,000 in connection with the exploration of the Royal
Blue Claim and the preparation of the geological report. Our interest in the
Royal Blue Claim will lapse effective September 1, 2008 unless we complete work
and make filings before that date.

RESULTS OF OPERATIONS

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. (formerly Centrus Ventures Inc.). 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 |  
|                            |   | 2008                 |   |   | 2007       |   |  | Increase / (Decrease) | 
|Revenue                     | $ | -                    |   | $ | -          |   |  | n/a                   | 
|Expenses                    |   | (5,245,838           | ) |   | (611,469   | ) |  | 757.9%                | 
|Other Items                 |   | (10,606              | ) |   | 93,701     |   |  | (111.3)%              | 
|Net Loss                    | $ | (5,256,444           | ) | $ | (517,768   | ) |  | 915.2%                | 

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties. We are currently in the
exploration stage of our business and we can provide no assurances that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will be able to enter into
commercial production of our mineral properties.

Expenses

The major components of our expenses for the year are outlined
in the table below:

|                                   |   |                |  |   |                |  |  | Percentage | 
|---------------------------------- | - | -------------- |  | - | -------------- |  |  | ---------- | 
|                                   |   | Year Ended     |  |   | Year Ended     |  |  | Increase / | 
|                                   |   | April 30, 2008 |  |   | April 30, 2007 |  |  | (Decrease) | 
|Mineral exploration and evaluation | $ | 815,022        |  | $ | 438,371        |  |  | 85.9%      | 
|expenses                           |   |                |  |   |                |  |  |            | 
|General and administrative         |   | 4,330,816      |  |   | 164,765        |  |  | 2,528.5%   | 
|Depreciation and amortization      |   | 100,000        |  |   | 8,333          |  |  | 1,100.0%   | 
|Total Expenses                     | $ | 5,245,838      |  | $ | 611,469        |  |  | 757.9%     | 

Page 18 of 33

---

The increase in our total expenses for the year ended April 30,
2008 was primarily due to: (i) $3,583,702 of stock based expenses as a result of
the issuance of stock options under our 2008 Stock Option Plan; (ii) the
increase in the amounts spent on legal, accounting and consulting fees
associated with meeting our ongoing filing obligations under the Exchange Act;
(iii) an increase in the costs of operating the Facility; and (iv) an increase
in travel and entertainment expenses associated with our efforts towards raising
additional sources of capital and implementing our plan of operation.

Mineral exploration and evaluation expenses represent amounts
spent on the Piute Valley Lakebed Claims and the costs of operating the
Facility.

We anticipate that our operating expenses will continue to
increase significantly as we pursue our exploration and development programs for
the Piute Valley Lakebed Claims and the Royal Blue Claim.

LIQUIDITY AND CAPITAL RESOURCES

|Cash Flows                                    |   |                     |   |   |          |  
|--------------------------------------------- | - | ------------------- | - | - | -------- | -
|                                              |   | Year Ended April 30 |  
|                                              |   | 2008                |   |   | 2007     |  
|Net Cash used in Operating Activities         | $ | (1,593,118          | ) | $ | (191,646 | )
|Net Cash used in Investing Activities         |   | (13,194             | ) |   | (305,000 | )
|Net Cash from Financing Activities            |   | 1,277,460           |   |   | 814,636  |  
|Net Increase (Decrease) in Cash During Period | $ | (328,852            | ) | $ | 317,990  |  

|Working Capital         |   |                   |   |   |                   |   |  |                       | 
|----------------------- | - | ----------------- | - | - | ----------------- | - |  | --------------------- | 
|                        |   |                   |   |   |                   |   |  | Percentage            | 
|                        |   | At April 30, 2008 |   |   | At April 30, 2007 |   |  | Increase / (Decrease) | 
|Current Assets          | $ | 13,642            |   | $ | 359,646           |   |  | (96.2)%               | 
|Current Liabilities     |   | (818,431          | ) |   | (949,823          | ) |  | (13.8)%               | 
|Working Capital Surplus | $ | (804,789          | ) | $ | (590,177          | ) |  | 36.4%                 | 

As at April 30, 2008 we had a working capital deficit of
$804,789 as compared to a working capital deficit of $590,177 as at our year
ended April 30, 2007.

Since our inception, we have raised money for our operations
and for our property acquisitions from the sale of our common stock and related
party loans. We have not attained profitable operations and are dependent upon
obtaining additional financing to pursue our plan of operation.

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 had previously approved an offering of
15,000,000 Units at $1.00 per Unit. However, we were unable to complete the sale
of any units under this offering. Accordingly, the Board of Directors is
currently seeking to arrange a private placement to fund our operations at a
price which reflects the current market price of our common stock. However,
there is no assurance that we will be able to complete the sale of all of the
securities under a new private placement offering. Even if we complete the sale
of all of the securities offered under a new 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

Page 19 of 33

---

to fund our planned mining, development and exploration
activities.

The above does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United States. The
securities have not been registered under the United States Securities Act of
1933, as amended and may not be offered or sold within the United States or to
U.S. persons unless an exemption from such registration is available.

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 20 of 33

---

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

|1. | Report
        of Independent Registered Public Accounting Firm;                            
|-- | --------------------------------------------------------------------------------------------
|   |                                                                                             
|2. | Audited Financial Statements
        for the Years Ended April 30, 2008 and 2007, including:
|   |                                                                                             
|   | a.                                                                                          
|   |                                                                                             
|   | b.                                                                                          
|   |                                                                                             
|   | c.                                                                                          
|   |                                                                                             
|   | d.                                                                                          
|   |                                                                                             
|   | e.                                                                                          

Page 21 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, 2008 and April
  30, 2007, 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, 2008. 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, 2008 and April
  30, 2007, 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, 2008,
  in conformity with accounting principles generally accepted in The United States
  of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has suffered recurring losses from operations,
  which raise substantial doubt about its ability to continue as a going concern.
  Management's plans regarding those matters are described in Note 1. Absent the
  successful completion of one of these alternatives, the Companys operating
  results will increasingly become uncertain. The financial statements do not
  include any adjustments that might result from the outcome of this uncertainty.

*/s/ Sarna & Company*
  Sarna & Company,
  Certified Public Accountants 
  Westlake Village, California 
  August 11, 2008

F-1

---

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

|                                                            |   | As of          |   |   | As of          |  
|----------------------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                                            |   | April 30, 2008 |   |   | April 30, 2007 |  
|                                                            |   |                |   |   |                |  
|ASSETS                                                      |  
|                                                            |   |                |   |   |                |  
|Current assets                                              |   |                |   |   |                |  
|Cash and cash equivalents                                   | $ | 9,794          |   | $ | 338,646        |  
|Prepaid expense                                             |   | 3,848          |   |   | 16,500         |  
|Loans receivable - related party (Note 2)                   |   | -              |   |   | 4,500          |  
|Total current assets                                        |   | 13,642         |   |   | 359,646        |  
|                                                            |   |                |   |   |                |  
|Property and equipment, net (Note
      3)                  |   | 200,167        |   |   | 291,667        |  
|Intellectual property (Note 4)                              |   | 200,000        |   |   | 200,000        |  
|Mineral properties (Note 5)                                 |   | 22,500         |   |   | 15,500         |  
|Other assets                                                |   | 5,500          |   |   | 1,551          |  
|Total non-current
      assets                              |   | 428,167        |   |   | 508,718        |  
|                                                            |   |                |   |   |                |  
|Total assets                                                | $ | 441,809        |   | $ | 868,364        |  
|                                                            |   |                |   |   |                |  
|                                                            |   |                |   |   |                |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              |  
|                                                            |   |                |   |   |                |  
|Current liabilities                                         |   |                |   |   |                |  
|Accounts payable                                            | $ | 127,310        |   | $ | 40,711         |  
|Accounts payable - related party (Note 6)                   |   | 69,308         |   |   | 20,000         |  
|NVRM payable (Note 7)                                       |   | 102,683        |   |   | 277,683        |  
|Loans payable (Note 8)                                      |   | 515,289        |   |   | 100,806        |  
|Share subscriptions received (Note
      9)                 |   | -              |   |   | 505,114        |  
|Current portion of long-term debt (Note 10)                 |   | 3,841          |   |   | 5,509          |  
|Total current liabilities                                   |   | 818,431        |   |   | 949,823        |  
|                                                            |   |                |   |   |                |  
|Long-term debt (Note 10)                                    |   | -              |   |   | 4,808          |  
|                                                            |   |                |   |   |                |  
|Total liabilities                                           |   | 818,431        |   |   | 954,631        |  
|                                                            |   |                |   |   |                |  
|Commitments and contingencies (Note 11)                     |   |                |   |   |                |  
|                                                            |   |                |   |   |                |  
|Stockholders' equity (deficit) (Note 12 and
      13)       |   |                |   |   |                |  
|Common stock, $0.001 par value; 300,000,000 shares          |   |                |   |   |                |  
|authorized, 46,152,252
      and 26,401,000 shares,         |   |                |   |   |                |  
|respectively, issued and outstanding                        |   | 46,152         |   |   | 26,401         |  
|Preferred stock, $0.001 par value;
      100,000,000 shares |   |                |   |   |                |  
|authorized, zero shares issued and
      outstanding        |   | -              |   |   | -              |  
|Additional paid-in capital                                  |   | 5,525,938      |   |   | 579,600        |  
|Accumulated deficit during development stage                |   | (5,948,712     | ) |   | (692,268       | )
|Total stockholders'
      equity (deficit)                  |   | (376,622       | ) |   | (86,267        | )
|                                                            |   |                |   |   |                |  
|Total liabilities and stockholders' equity
      (deficit)  | $ | 441,809        |   | $ | 868,364        |  

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, 2008     |   |   | April 30, 2007 |   |   | April 30, 2008      |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Revenue                                                      | $ | -                  |   | $ | -              |   | $ | -                   |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Operating expenses                                           |   |                    |   |   |                |   |   |                     |  
|Mineral exploration and evaluation expenses                  |   | 815,022            |   |   | 438,371        |   |   | 1,374,951           |  
|General and administrative (Note
      13)                   |   | 4,330,816          |   |   | 164,765        |   |   | 4,548,342           |  
|Depreciation and amortization (Note 3)                       |   | 100,000            |   |   | 8,333          |   |   | 108,333             |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Total operating expenses                                     |   | 5,245,838          |   |   | 611,469        |   |   | 6,031,626           |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss from operations                                         |   | (5,245,838         | ) |   | (611,469       | ) |   | (6,031,626          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Other income (expense):                                      |   |                    |   |   |                |   |   |                     |  
|Other income                                                 |   | -                  |   |   | 94,115         |   |   | 94,115              |  
|Interest income                                              |   | 4,551              |   |   | -              |   |   | 4,551               |  
|Interest expense                                             |   | (15,157            | ) |   | (414           | ) |   | (15,752             | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Total other income
      (expense)                           |   | (10,606            | ) |   | 93,701         |   |   | 82,914              |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss from operations before provision for income
      taxes |   | (5,256,444         | ) |   | (517,768       | ) |   | (5,948,712          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Income tax benefit                                           |   | -                  |   |   | -              |   |   | -                   |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Net loss                                                     | $ | (5,256,444         | ) | $ | (517,768       | ) | $ | (5,948,712          | )
|                                                             |   |                    |   |   |                |   |   |                     |  
|Loss per common share - basic and diluted:                   |   |                    |   |   |                |   |   |                     |  
|Net loss                                                     | $ | (0.13              | ) | $ | (0.06          | ) |   |                     |  
|                                                             |   |                    |   |   |                |   |   |                     |  
|Weighted average common shares outstanding -                 |   |                    |   |   |                |   |   |                     |  
|Basic and diluted                                            |   | 39,632,276         |   |   | 8,586,852      |   |   |                     |  

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 14)                         |  | -            |  |   | -          |  |   | 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         | )

See Accompanying Notes to Financial Statements 
  F-4

---

|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, 2008     |   |   | April 30, 2007 |   |   | April 30, 2008      |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVITIES                               |   |                    |   |   |                |   |   |                     |  
|Net loss                                                           | $ | (5,256,444         | ) | $ | (517,768       | ) | $ | (5,948,712          | )
|Adjustments to reconcile loss
      from operating                 |   |                    |   |   |                |   |   |                     |  
|to net cash used in operating
      activities:                    |   |                    |   |   |                |   |   |                     |  
|Depreciation
      and amortization                                |   | 100,000            |   |   | 8,333          |   |   | 108,333             |  
|Stock based expenses
      (Note 13)                               |   | 3,583,702          |   |   | -              |   |   | 3,583,702           |  
|Changes in operating assets and
      liabilities:                 |   |                    |   |   |                |   |   |                     |  
|Other current assets                                               |   | 17,152             |   |   | (20,605        | ) |   | (3,848              | )
|Other
      assets                                                 |   | (5,500             | ) |   | -              |   |   | (5,500              | )
|Accounts payable and
      accrued liabilities                     |   | (81,336            | ) |   | 318,394        |   |   | 235,508             |  
|Accounts
      payable - related party                             |   | 49,308             |   |   | 20,000         |   |   | 69,308              |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash used in operating activities                              |   | (1,593,118         | ) |   | (191,646       | ) |   | (1,961,209          | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM INVESTING ACTIVITIES                                |   |                    |   |   |                |   |   |                     |  
|Cash paid on mineral property claims                               |   | (7,000             | ) |   | (5,000         | ) |   | (12,000             | )
|Cash acquired on reverse merger                                    |   | 2,306              |   |   | -              |   |   | 2,306               |  
|Purchase of fixed assets                                           |   | (8,500             | ) |   | (300,000       | ) |   | (308,500            | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash used in investing activities                              |   | (13,194            | ) |   | (305,000       | ) |   | (318,194            | )
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH FLOW FROM FINANCING ACTIVITIES                                |   |                    |   |   |                |   |   |                     |  
|Proceeds from stock issuance                                       |   | 1,445,581          |   |   | 395,500        |   |   | 1,841,081           |  
|Share subscriptions                                                |   | (505,114           | ) |   | 505,114        |   |   | -                   |  
|Proceeds / (Payments) on long-term
      debt                      |   | (6,476             | ) |   | 10,317         |   |   | 3,841               |  
|Proceeds / (Payments) on borrowings                                |   | 343,469            |   |   | (96,295        | ) |   | 444,275             |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Net cash provided by financing activities                          |   | 1,277,460          |   |   | 814,636        |   |   | 2,289,197           |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|NET CHANGE IN CASH                                                 |   | (328,852           | ) |   | 317,990        |   |   | 9,794               |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH AT BEGINNING OF PERIOD                                        |   | 338,646            |   |   | 20,656         |   |   | -                   |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|CASH AT END OF PERIOD                                              | $ | 9,794              |   | $ | 338,646        |   | $ | 9,794               |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTAL INFORMATION                                           |   |                    |   |   |                |   |   |                     |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Interest Paid                                                      | $ | 2,144              |   | $ | -              |   | $ | 2,740               |  
|Income Taxes Paid                                                  | $ | -                  |   | $ | -              |   | $ | -                   |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|SUPPLEMENTARY DISCLOSURE FOR NON-CASH                              |   |                    |   |   |                |   |   |                     |  
|INVESTING AND FINANCING ACTIVITIES                                 |   |                    |   |   |                |   |   |                     |  
|                                                                   |   |                    |   |   |                |   |   |                     |  
|Acquisition of intellectual property
      for stock               | $ | -                  |   | $ | 200,000        |   | $ | 200,000             |  
|Acquisition of mineral property for stock                          | $ | -                  |   | $ | 10,500         |   | $ | 10,500              |  
|Stock issued in reverse acquisition
      of Centrus Ventures Inc. | $ | (63,194            | ) | $ | -              |   | $ | (63,194             | )

See Accompanying Notes to Financial Statements 
  F-5

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

|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
  objective is to bring into commercial production the Companys mining assets
  by refining the extracted precious and base metals, and then generate revenues
  from sales of these refined metals to established commodity brokers. The Company
  has not yet realized any revenues from its primary objective.

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,
  2008, the Company incurred cumulative net losses of approximately $5,948,712
  from operations and has negative working capital of $804,789. The Company is
  still in the exploration stage and has not 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 strategic plan. The
  Company will seek additional sources of capital through the issuance of debt
  or equity financing, but there can be no assurance the

F-6

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

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

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.

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

F-7

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

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

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.

Revenue Recognition Revenues
  are recognized during the period in which they are received. 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 4,340,000 and zero on April 30, 2008 and April 30, 2007, 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 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

F-8

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

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

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.

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.

New Accounting Pronouncements
  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 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. The Company
  is currently evaluating the potential impact of adopting this statement on the
  Companys 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

F-9

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

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

of the noncontrolling owners. SFAS No.
  160 is effective for the Companys fiscal year beginning May 1, 2009. The
  Company is currently 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.

In September 2006, the FASB issued SFAS
  No. 158 Employers Accounting for Defined Benefit Pension and Other
  Postretirement Plans. SFAS No. 158 requires companies to recognize the
  over funded or under funded status of a defined benefit postretirement plan
  as an asset or liability in its statement of financial position and to recognize
  changes in that funded status in the year in which the changes occur through
  comprehensive income. SFAS No. 158 requires companies to measure the funded
  status of a plan as of the date of its year-end statement of financial position,
  with limited exceptions. The Company adopted SFAS No. 158 effective for the
  fiscal year ending April 30, 2007. Adoption of this statement had no impact
  on the Companys financial position or results of operations.

In September 2006, the FASB issued statement
  SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair
  value, establishes a framework for measuring fair value in accordance with accounting
  principles generally accepted in the United States, and expands disclosures
  about fair value measurements. SFAS No. 157 is effective for fiscal years beginning
  after November 15, 2007, with earlier application encouraged. Any amounts recognized
  upon adoption as a cumulative effect adjustment will be recorded to the opening
  balance of retained earnings in the year of adoption. Adoption of this statement
  had no impact on the Companys financial position or results of operations.

In September 2006, the Securities and
  Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108).
  SAB 108 considers the effects of prior year misstatements when quantifying misstatements
  in the current year financial statements. It is effective for fiscal years ending
  after November 15, 2006. Adoption of this statement had no impact on the Companys
  financial position or results of operations.

In August 2006, the SEC published amendments
  to the disclosure requirements for executive and director compensation, related
  party transactions, director independence, security ownership by officers and
  directors and other corporate governance matters. The rules affect disclosure
  in proxy statements, annual reports and registration statements. These amendments
  are effective for filings for fiscal years ending on or after December 15, 2006.
  The effects of these amendments have been incorporated into our financial reporting.

In March 2006, the FASB issued SFAS No.
  156, Accounting for Servicing of Financial Assets, which amends
  SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets
  and Extinguishments of Liabilities, to require that all separately recognized
  servicing assets and liabilities be initially measured at fair value. Further,
  SFAS No 156 permits, but does not require, the subsequent measurement of servicing
  assets and liabilities at fair value. Moreover, SFAS No. 156 requires additional
  disclosures and separate balance sheet

F-10

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

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

presentation of the carrying amounts
  of servicing assets and liabilities that are subsequently measured at fair value.
  Adoption of this statement had no impact on the Companys financial position
  or results of operations.

In February 2006, the FASB issued SFAS
  No. 155, Accounting for Certain Hybrid Financial Instruments, which
  amends SFAS No. 133, Accounting for Derivative Instruments and Hedging
  Activities, and SFAS No. 140, Accounting for Transfers and Servicing
  of Financial Assets and Extinguishments of Liabilities. SFAS No. 155 permits
  fair value measurement for any hybrid financial instrument that contains an
  embedded derivative that otherwise would require bifurcation, establishes a
  requirement to evaluate interests in securitized financial assets to identify
  interests that are freestanding derivatives or hybrid financial instruments
  containing embedded derivatives.Adoption of this statement had no impact
  on the Companys financial position or results of operations.

|2. | LOAN RECEIVABLE  RELATED PARTY                                   
|-- | ------------------------------------------------------------------
|   |                                                                   
|   | Loan receivable  related party consists of the
        following:

| |                                        |   | As of          |  |   | As of          | 
| | -------------------------------------- | - | -------------- |  | - | -------------- | 
| |                                        |   | April 30, 2008 |  |   | April 30, 2007 | 
| | Loan receivable due from an officer of |   |                |  |   |                | 
| | the Company, bearing no interest,      |   |                |  |   |                | 
| | unsecured and due on demand.           | $ | - 0 -          |  | $ | 4,500          | 

|3. | PROPERTY AND EQUIPMENT                           
|-- | -------------------------------------------------
|   |                                                  
|   | Property and equipment consists of the following:

| |                                   |   | As of          |  |   | As of          | 
| | --------------------------------- | - | -------------- |  | - | -------------- | 
| |                                   |   | April 30, 2008 |  |   | April 30, 2007 | 
| | Process, lab and office equipment | $ | 308,500        |  | $ | 300,000        | 
| | Less: accumulated depreciation    |   | 108,334        |  |   | 8,333          | 
| |                                   | $ | 195,666        |  | $ | 291,667        | 

|4. | INTELLECTUAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On April 2, 2007 the Company entered into a Technology
        and Asset Purchase Agreement (NVRM Agreement) with Robert
        H. Gunnison and New Verde River Mining Co. Inc. (NVRM), whereby
        the Company acquired equipment and the technology for lixiviation of metals
        from ore utilizing thiourea stabilization (Intellectual Property).
        The equipment and intellectual property were acquired with the issuance
        of 2,000,000 shares of the Companys $0.10 per share common stock
        and a future cash payment of $300,000, for a purchase price of $500,000.
        The cash payment was/will be paid as follows: (i) $175,000 on or before
        May 31, 2007; and (ii) the balance of $125,000, less any debt assumed
        and payables due to the Company, on or before July 31, 2008. The purchase
        price was allocated to the assets acquired and liabilities assumed based
        on their respective fair values at the date of acquisition. The intellectual
        property was valued at $200,000.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of April 30, 2008 and 2007, mineral properties totaling
        $22,500 and $15,500, respectively, consist of twenty-five (25) 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-11

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

|5.  | MINERAL PROPERTIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | claims with the issuance of 1,050,000 shares of the
        Companys common stock on the date of signing of the option agreement
        and 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. Each of the twenty-four mining claims
        is comprised of 160 acres. The transaction was valued at an agreed upon
        price of $10,500. Renewal fees of $3,000 on the twenty-four (24) mining
        claims will be capitalized annually.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 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, a $4,000 rental fee in August and will pay $4,000 annually
        thereafter. The Company will also pay an annual royalty equal to five
        (5) percent of the net profit from the mining production.                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Mining claims are capitalized as tangible assets in
        accordance with Emerging Issues Task Force abstract 04-02. Upon completion
        of a bankable feasibility study, the claims will be amortized using the
        unit-of-production method over the life of the claim. If the Company does
        not continue with exploration after the completion of the feasibility
        study, the claims will be expensed at that time.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.  | ACCOUNTS PAYABLE - RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As of April 30, 2008 and 2007, accounts payable 
        related party consisted of $69,308 and $20,000, respectively, due to directors
        and officers of the Company for consulting fees, administration fees and
        reimbursable expenses.                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7.  | NVRM PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As of April 30, 2008 and April 30, 2007, NVRM payable
        consists of $102,683 and $277,683 ($300,000 less $10,317 of debt assumed
        and a $12,000 receivable due to the Company), respectively, payable to
        New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement
        noted above.                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8.  | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As of April 30, 2008 and 2007, loans payable of $515,289
        and $100,806, respectively, consists of borrowings from two affiliates
        (5% or greater beneficial owners) of the Company. The balances bear 10%
        interest, are unsecured and are due on demand.                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.  | SHARE SUBSCRIPTIONS RECEIVED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As of April 30, 2008 and 2007, the Company had received
        subscriptions for zero and 2,020,456 shares of common stock for cash at
        $0.25 per share, aggregating zero and $505,114, respectively. See Note
        13(h) below for additional disclosure.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | LONG-TERM DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | As of April 30, 2008 and 2007, long-term debt consists
        of $3,841 and $10,317, respectively. The long-term debt was assumed in
        the NVRM Agreement for the financing of a John Deere loader. The balance
        bears interest at 4.9% and is secured by the loader. The current portion
        of long-term debt at April 30, 2008 and 2007 is $3,841 and $5,509, respectively.                                                                                                                                                                                                    

F-12

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

|11. | 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, 2008 are as follows:

| | Fiscal year ending April 30, 2009 | $ | 64,530 | 
| | --------------------------------- | - | ------ | 
| | Fiscal year ending April 30, 2010 | $ | 64,616 | 
| | Thereafter                        | $ | 10,822 | 

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.

|12. | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                              
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                   
|    | Common and Preferred Stock:                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                   
|    | As of April 30, 2008 and 2007, there were
        46,152,252 and 26,401,000 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-13

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

|13. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Expenses for the years ended April 30, 2008 and 2007
        related to granting of stock options were $3,583,702 and zero, respectively,
        and are included in general and administrative expense. For the year ended
        April 30, 2008, 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.                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|14. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | For the year ended April 30, 2008 and 2007, the Company
        incurred $416,500 and $210,000, respectively, in consulting fees expense
        from companies with a common director or officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|15. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | At April 30, 2008 and 2007, the Company had a federal
        operating loss carryforward of $1,743,446 and $144,169, respectively,
        which expires through 2033.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Components of net deferred tax assets, including a valuation
        allowance, are as follows at April 30,:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                                 |   | 2008      |  |   | 2007   | 
| | ------------------------------- | - | --------- |  | - | ------ | 
| | Deferred tax assets:            |   |           |  |   |        | 
| | Net operating loss carryforward | $ | 610,206   |  | $ | 50,459 | 
| | Stock-based compensation        |   | 1,254,296 |  |   | --     | 

F-14

---

|ROYAL MINES AND MINERALS CORP.
|------------------------------
|(An Exploration Stage Company)
|NOTES TO FINANCIAL STATEMENTS 
|                              
|APRIL 30, 2008                

| | Deferred tax liabilities:     |   |            |   |   |         |  
| | ----------------------------- | - | ---------- | - | - | ------- | -
| | Depreciation and amortization |   | (2,212     | ) |   | --      |  
| | Net deferred tax assets:      | $ | 1,862,290  |   | $ | 50,459  |  
| |                               |   |            |   |   |         |  
| | Less: Valuation Allowance     |   | (1,862,290 | ) |   | (50,459 | )
| |                               | $ | --         |   | $ | --      |  

The valuation allowance for deferred
  tax assets as of April 30, 2008 and 2007 was $1,862,290 and $50,459, respectively.
  In assessing the recovery of the deferred tax assets, management considers whether
  it is more likely than not that some portion or all of the deferred tax assets
  will not be realized. The ultimate realization of deferred tax assets is dependent
  upon the generation of future taxable income in the periods in which those temporary
  differences become deductible. Management considers the scheduled reversals
  of future deferred tax liabilities, projected future taxable income, and tax
  planning strategies in making this assessment. As a result, management determined
  it was more likely than not the deferred tax assets would not be realized as
  of April 30, 2008 and 2007, and recorded a full valuation allowance.

Reconciliation between the statutory
  rate and the effective tax rate for the years ended April 30, 2008 and 2007
  is as follows:

| |                               |  | 2008    |  |  | 2007    | 
| | ----------------------------- |  | ------- |  |  | ------- | 
| | Federal statutory tax rate    |  | (35.0)% |  |  | (35.0)% | 
| | Change in valuation allowance |  | 35.0%   |  |  | 35.0%   | 
| | Effective tax rate            |  | 0.0%    |  |  | 0.0%    | 

F-15

---

|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 9AT. | CONTROLS AND PROCEDURES.
|--------- | ------------------------

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission rules and forms, and that
such information is accumulated and communicated to our management to allow
timely decisions regarding required disclosure based closely on the definition
of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). In
designing and evaluating the disclosure controls and procedures, management
recognized that all internal control systems, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

We carried out an assessment, with the participation of our
principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered in this report. Based on the
foregoing, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective.

There has been no change in our internal controls over
financial reporting that occurred during the period covered by this Annual
Report on Form 10-K that has materially affected, or is reasonably likely to
materially affect, its internal controls over financial reporting.

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.

Management assessed the effectiveness of our internal control
over financial reporting based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control -Integrated Framework. Based on its assessment, management concluded
that its internal control over financial reporting was effective as of April 30,
2008.

Page 22 of 33

---

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.

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 23 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 as of the date hereof.

|Name                | Age | Positions                                                       
|------------------- | --- | ----------------------------------------------------------------
|William Charles Tao | 49  | Chief Executive Officer,
      President, Secretary and Director
|Jason S. Mitchell   | 38  | Chief Financial Officer, Treasurer and Director                 
|Logan B. Anderson   | 54  | Vice President  Finance                                        
|K. Ian Matheson     | 67  | Director                                                        

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

William Charles Tao has been a director and our Chief
Executive Officer, President and Secretary since October 5, 2007. From October
5, 2007 to February 1, 2008, Dr. Tao served as our Chief Financial Officer and
Treasurer. Dr. Tao obtained his Ph.D. in Chemical Engineering and Chemical
Physics from Stanford University. Since 1989, Dr. Tao has acted in such
capacities as consultant, managing director, officer, and other management roles
in many different fields, including natural resources, capital financing,
international trade, and chemical engineering. Dr. Tao has published more than
30 publications in his area of expertise to date. From July 10, 2006 to June 16,
2008, Dr. Tao was a member of the board of directors of Royalite Petroleum
Company Inc. (OTCBB), an oil and gas exploration company.

Jason S. Mitchellwas appointed our Chief Financial
Officer and Treasurer on February 1, 2008 and was appointed as a member of our
Board of Directors on May 28, 2008. Mr. Mitchell has been our Chief Financial
Officer and Treasurer since February 1, 2008. Mr. Mitchell is a Certified Public
Accountant, who has, since April, 2005, been a commercial real estate agent and
self-employed financial consultant, providing consulting services and preparing
financial statements for numerous companies. From October 1998 to October 2004,
Mr. Mitchell was the 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 all financial
reporting responsibilities, prepared SEC annual and quarterly filings and
assisted in its October 2002 initial public offering.

Logan B. Anderson was appointed our Vice President 
Finance on June 25, 2008. Mr. Anderson is a graduate of Otago University, New
Zealand, with a Bachelor's Degree of Commerce in Accounting and Economics
(1977). He is an Associated Chartered Accountant (New Zealand) and was employed
by Coopers & Lybrand in New Zealand (1977-1980) and Canada (1980-1982). From
1982 to 1992, Mr. Anderson was comptroller of Cohart Management Group, Inc., a
management service company which was responsible for the management of a number
of private and public companies. Mr. Anderson has been principal and president
of Amteck Financial Services Company, a financial consulting service company
since 1993. Mr. Anderson has been an officer and director of a number of private
and public companies in the past 12 years, including PLC Systems, Inc. and
3D-Systems Inc. Mr. Anderson has also served as an officer or director of
several publicly traded companies including Royalite Petroleum Company Inc.
(OTCBB) and XLR Medical Corp. (OTC PinkSheets).

K. Ian Mathesonwas appointed a member of our Board of
Directors on June 25, 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.

Page 24 of 33

---

SIGNIFICANT EMPLOYEES

We have no significant employees other than the officers and
directors described above.

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. Jason S. Mitchell, our Chief Financial
Officer, meets the definition of an audit committee financial expert. We
believe that the cost related to appointing a financial expert to our board of
directors at this time is prohibitive.

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.

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 is 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, and written representations from certain Reporting Persons that, other
than as described below, no other reports were required for those persons, we
believe that, during the year ended April 30, 2008, all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.

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 FormWilliam C. Tao CEO, President, Secretary and
      Director
    None
    None
    NoneJason M. Mitchell 
      CFO and Director
    None
    None
    None


Page 25 of 33

---

Kevin B. Epp Former CEO, CFO, President, Secretary
      and Treasurer
    None
    None
    None


|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, 2008 and
2007.

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
      ($)
    Total ($)William C. Tao(1)CEO,
      President, Secretary & Director
    2008 2007
    $140,000 $40,000
    $0 $0
    $0 $0
    $1,238,550 $0
    $0 $0
    $0 $0
    $0 $0
    $1,375,000 $40,000Jason S. Mitchell(2)CFO,
      Treasurer & Director
    2008 2007
    $124,000 $10,800
    $0 $0
    $0 $0
    $1,651,400 $0
    $0 $0
    $0 $0
    $0 $0
    $1,775,400 $10,500Logan B. Anderson(3)VP -
      Finance
    2008 2007
    $0 $0
    $0 $0
    $0 $0
    $289,008 $0
    $0 $0
    $0 $0
    $0 $0
    $289,008 $0K. Ian Matheson(4)Director
    2008 2007
    $60,000 $60,000
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $60,000 $60,000Kevin B. Epp(5)Former CEO,
      Former CFO, Former President, Former Secretary, Former
      Treasurer & Former Director
    2008 2007
    $14,000 $33,600
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $14,000 $33,600


|(1) | Dr. Tao was appointed as a director and our Chief
      Executive Officer, Chief Financial Officer, President, Secretary and
      Treasurer on October 5, 2007. The amounts paid to Dr. Tao during the
      fiscal year ended April 30, 2007 were paid by RMI to WCT & Associates,
      a company controlled by Dr. Tao. Since January 1, 2007, RMI has paid WCT
      & Associates $15,000 per month for consulting services provided by Dr.
      Tao pursuant to a verbal agreement. As of April 30, 2008, we owed WCT
      & Associates $15,000 for consulting services provided by Dr.
    Tao.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Mitchell was appointed as our Chief Financial Officer
      on February 1, 2008 and as a director on May 28, 2008. The amounts paid to
      Mr. Mitchell during our fiscal year ended April 30, 2007 were paid by RMI.
      Pursuant to a verbal agreement, we have agreed to pay Mr. Mitchell $12,000
      per month for consulting services. As of April 30, 2008, we owed Mr.
      Mitchell $12,000 for consulting services.                                                                                                                                                                 
|(3) | Subsequent to the year ended April 30, 2008, Mr. Anderson
      was appointed as our VP - Finance on June 25, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(4) | Mr. Matheson was appointed to our Board of Directors on
      June 25, 2008. Pursuant to 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. As of April 30, 2008, we
      owed Pass Minerals Inc. $25,000 for consulting services provided by Mr.
      Matheson.                                                                                                                                                                                                           
|(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 26 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 end of April 30, 2008:

Name and
      Principal Position
    Number of Securities
      Underlying Unexercised Options (#)
      Exercisable
    Number of Securities
      Underlying Unexercised Options (#)
      Unexercisable
    Equity Incentive Plan
      Awards: Number of Securities
      Underlying Unexercised Unearned Options
    Option
      Exercise Price
    Option
      Expiration DateWilliam C. Tao(2)CEO,
      President, Secretary & Director
    1,500,000
    --
    --
    $0.74
    January 31, 2010Jason S. Mitchell(3)CFO,
      Treasurer & Director
    2,000,000
    --
    --
    $0.74
    January 31, 2010Logan B. Anderson(4)VP -
      Finance
    350,000
    --
    --
    $0.74
    January 31, 2010


EMPLOYMENT CONTRACTS

WCT & Associates, a company controlled by Dr. Tao, is paid
pursuant to a verbal consulting agreement. Under the terms of the agreement, we
have agreed to pay WCT & Associates $15,000 per month on a month-to-month
basis for Dr. Tao acting as our Chief Executive Officer, President and
Secretary.

Jason Mitchell, our Chief Financial Officer, Treasurer and a
Director, is paid pursuant to a verbal consulting agreement. Under the terms of
the agreement, we have agreed to pay Mr. Mitchell $12,000 per month on a
month-to-month basis for providing consulting services to us.

Pass Minerals Inc., a company controlled by Mr. Matheson, is
paid pursuant to a verbal consulting agreement. Under the terms of the
agreement, we have agreed to pay Pass Minerals Inc. $5,000 per month on a
month-to-month basis for Mr. Matheson providing us with consulting services.

|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
    4,340,000
    $0.74
    260,000


Page 27 of 33

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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 the Company's securities in a
capital-raising transaction and that they do not directly or indirectly promote
or maintain a market for the Company's 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.

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.

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 28, 2008
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors
and each of our named executive officers (as defined under Item 402(m)(2) of
Regulation S-K), and (iii) officers and directors as a group. Unless otherwise
indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown.

Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)DIRECTORS AND OFFICERSCommon Stock
    William Charles Tao CEO, President,
      Secretary & Director
    6,062,500 (direct)(2)
    12.7%Common Stock
    Jason S. Mitchell CFO, Treasurer &
      Director
    2,400,000 (direct) (3)
    4.98%


Page 28 of 33

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Title of Class
    Name and Address of Beneficial
      Owner
    Number of Shares of Common
      Stock(1)
    Percentage of Common
      Stock(1)Common Stock
    Logan B. Anderson VP-Finance
    350,000 (direct)(4)
    0.77%Common Stock
    K. Ian Matheson Director
    5,431,000 (direct &
      indirect)(5)
    11.8%Common Stock
    All Officers and Directors as a Group (4
      persons)
    14,243,500
    28.5%5%
      SHAREHOLDERSCommon Stock
    William Charles Tao CEO, President,
      Secretary, & Director 3135 Villa Marbella Circle Reno, NV
      89509
    6,062,500 (direct)
    12.7%Common Stock
    K. Ian Matheson Director 2215 Lucerne
      Circle Henderson, NV 89014
    5,431,000 (direct)
    11.8%Common Stock
    Harold C. Moll Box 866, Georgetown
      Grand Cayman, BWI
    3,750,000 (direct)
    8.1%


|(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 shares of common
      stock actually outstanding on July 28, 2008. As of July 28, 2008, there
      were 46,152,252 shares of our common stock issued and
  outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2) | The number of shares listed as beneficially owned by Dr.
      Tao consists of 4,562,500 shares of common stock and options to purchase
      1,500,000 shares of common stock exercisable at $0.74 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | The number of shares listed as beneficially owned by Mr.
      Mitchell consists of 400,000 shares of common stock and options to
      purchase 2,000,000 shares of common stock exercisable at $0.74 per
      share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(4) | The number of shares listed as beneficially owned by Mr.
      Anderson consists of options to purchase 350,000 shares of common stock
      exercisable at $0.74 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(5) | The number of shares listed as beneficially owned by Mr.
      Matheson consists of 5,251,000 shares held directly by Mr. Matheson and
      180,000 shares held by Mr. Matheson, in trust.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

CHANGES IN CONTROL

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

Page 29 of 33

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|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.                                                                         

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.

On October 5, 2007, under the terms of the First Merger
Agreement, Mr. Epp 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.

Since January 1, 2007, RMI has paid WCT & Associates, a
company controlled by our Chief Executive Officer and a member of the Board of
Directors, William Charles Tao, $15,000 per month for consulting services
provided by Dr. Tao pursuant to a verbal agreement. On October 5, 2007, under
the terms of the First Merger Agreement, we exchanged 4,562,500 shares of RMI
owned by Dr. Tao for 4,562,000 shares of our common stock.

From October 1, 2005 to April 30, 2006, RMI paid Pass Minerals
Inc., a company controlled by K. Ian Matheson, a member of our Board of
Directors and a beneficial holder of more than 5% of our issued and outstanding
shares, $8,000 per month for consulting services provided by Mr. Matheson
pursuant to a verbal agreement. From May 1, 2006 to September 30, 2007, RMI paid
Pass Minerals Inc. $5,000 per month for consulting services provided by Mr.
Matheson pursuant to a verbal agreement. On October 5, 2007, under the terms of
the First Merger Agreement, we exchanged 5,431,000 shares of RMI owned by K. Ian
Matheson, a member of our Board of Directors and a beneficial holder of more
than 5% of our issued and outstanding shares, for 5,431,000 shares of our common
stock. As of April 30, 2008, we were indebted to Mr. Matheson for principal
amounts totaling $300,025. The amounts bear interest at a rate of 10% per annum,
are unsecured and due on demand. Interest accrued during the year ended April
30, 2008 in the amount of $6,020.

On October 5, 2007, under the terms of the First Merger
Agreement, we 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.

On October 5, 2007, under the terms of the First Merger
Agreement, 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. As of April 30, 2008, we were indebted to
Mr. Moll for principal amounts totaling $202,250. The amounts bear interest at a
rate of 10% per annum, are unsecured and due on demand. Interest accrued during
the year ended April 30, 2008 in the amount of $6,993.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board
inter-dealer quotation system, which does not have director independence
requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be
independent if he or she is also an executive officer or employee of the
corporation. Mr. Matheson is our only member of our Board who is not an
executive officer or employee. As such, Mr. Matheson is our sole independent
director.

Page 30 of 33

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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,
2008 and April 30, 2007 for professional services rendered by the principal
accountant for the audit of the Corporations annual financial statements and
review of the financial statements included in our Quarterly Reports on Form
10-QSB and services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for these fiscal periods
were as follows:

|                   |   | Year Ended April 30,
      2008 |  |   | Year Ended April 30,
      2007 | 
|------------------ | - | ------------------------------- |  | - | ------------------------------- | 
|                   |   |                                 |  |   |                                 | 
|Audit Fees         | $ | 27,700                          |  | $ | 18,370                          | 
|Audit-Related Fees | $ | NIL                             |  | $ | NIL                             | 
|Tax Fees           | $ | NIL                             |  | $ | NIL                             | 
|All Other Fees     | $ | NIL                             |  | $ | NIL                             | 
|                   |   |                                 |  |   |                                 | 
|Total              | $ | 27,700                          |  | $ | 18,370                          | 

|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 among Royal Mines
      Acquisition Corp. and Centrus Ventures Inc.(5)                                                                       
|4.1     | Form of Share
      Certificate.(1)                                                                                                                             
|10.1    | Purchase Agreement dated January 20, 2006
      between Multi Metal Mining Corp and Centrus Ventures Inc.(1)                                                    
|10.2    | Mineral Property Option
      Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines
      Inc.(5)                                           
|10.3    | Mineral Property Option Agreement dated January
      28, 2007 between Charles G. Moore and Royal Mines Inc.(5)                                                 
|10.4    | Mineral Property Option
      Agreement dated January 10, 2007 between James E. Sharp and Royal Mines
      Inc.(5)                                             
|10.5    | Mineral Property Option Agreement dated January
      28, 2007 between Ben Barnes and Royal Mines Inc.(5)                                                       
|10.6    | Mineral Property Option
      Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines
      Inc.(5)                                          
|10.7    | Mineral Property Option Agreement dated January
      28, 2007 between Leo Corbet and Royal Mines Inc.(5)                                                       
|10.8    | Mineral Property Option
      Agreement dated January 28, 2007 between William Tao and Royal                                                                    

Page 31 of 33

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|Exhibit |                                                                                                                                                                               
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                       
|        | Mines Inc.(5)                                                                                                                                                                 
|10.9    | Mineral Property Option Agreement
        dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc.(5)                                                           
|10.10   | Mineral Property
        Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal
        Mines Inc.(5)                                                       
|10.11   | Mineral Property Option Agreement
        dated January 28, 2007 between Jim Mack and Royal Mines Inc.(5)                                                                     
|10.12   | Mineral Property
        Option Agreement dated January 28, 2007 between Ron Manarey and Royal
        Mines Inc.(5)                                                          
|10.13   | Mineral Property Option Agreement
        dated January 28, 2007 between William Lintz and Royal Mines Inc.(5)                                                                
|10.14   | Technology and
        Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining
        Co., Inc., Robert H. Gunnison and Royal Mines Inc.(5)                
|10.15   | 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)
|10.16   | AV Executive
        Suites Service Agreement dated September 13, 2007 between Royal Mines
        Inc. and Anthem Village Executive Suites, LLC.(5)                          
|10.17   | Residential Lease Agreement of
        La Cienega Office.(5)                                                                                                                  
|10.18   | Lease Agreement
        dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan
        and Retirement Trust and Royal Mines.(5)                              
|10.19   | 2008 Stock Incentive Plan.(6)                                                                                                                                                 
|10.20   | Non-Qualified
        Stock Option Agreement between Royal Mines And Minerals Corp. and William
        C. Tao.(6)                                                            
|10.21   | Non-Qualified Stock Option Agreement
        between Royal Mines And Minerals Corp. and Jason Mitchell.(6)                                                                    
|14.1    | Code of Ethics.(3)                                                                                                                                                            
|31.1    | Certification
        of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                               
|31.2    | Certification
        of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-
        Oxley Act of 2002.                                               
|32.1    | Certification
        of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002.                                               
|32.2    | Certification
        of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002.                                               

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

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: | August 12, 2008 |  | By: | /s/
      William C. Tao                              
|      |                 |  |     | WILLIAM C. TAO                                        
|      |                 |  |     | Chief Executive Officer, President and
      Secretary
|      |                 |  |     | (Principal Executive Officer)                         
|      |                 |  |     |                                                       
|      |                 |  |     |                                                       
|      |                 |  |     |                                                       
|      |                 |  |     |                                                       
|Date: | August 13, 2008 |  | 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: | August 12, 2008 |  | By: | /s/
      William C. Tao   
|----- | --------------- |  | --- | ---------------------------
|      |                 |  |     | WILLIAM C. TAO             
|      |                 |  |     | Director                   
|      |                 |  |     |                            
|      |                 |  |     |                            
|      |                 |  |     |                            
|      |                 |  |     |                            
|Date: | August 13, 2008 |  | By: | /s/
      Jason S. Mitchell
|      |                 |  |     | JASON S. MITCHELL          
|      |                 |  |     | Director                   
|      |                 |  |     |                            
|      |                 |  |     |                            
|      |                 |  |     |                            
|      |                 |  |     |                            
|Date: | August 13, 2008 |  | By: | /s/
      K. Ian Matheson  
|      |                 |  |     | K. IAN MATHESON            
|      |                 |  |     | Director                   

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