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UNITED STATES



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F





(Mark
One)

| | REGISTRATION STATEMENT
    PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --------------------------------------------------------------------------------------------------

OR



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



OR



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

OR



| | SHELL COMPANY REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | -----------------------------------------------------------------------------------------------

Date of event requiring this shell company report



For the transition period from 
to .





(Exact name of Registrant as specified in its charter)

(Translation of Registrant's name into English)

CANADA(Jurisdiction of incorporation or organization)

3258 MOB NECK ROAD HEATHSVILLE, VIRGINIA 22473
(Address of principal executive offices)

Roland M. Larsen, Phone 804-580-8107, rolandlarsen@hughes.net, 3258
Mob Neck Road, Heathsville, VA, 22473
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



|Securities
    registered or to be registered pursuant to Section 12(b) of the Act.                       
|----------------------------------------------------------------------------------------------------------
|                                                                                                          
|Title of each class
    ____________________________________
    
    ____________________________________
|                                                                                                          
|Securities
    registered or to be registered pursuant to Section 12(g) of the Act.                       
|COMMON SHARES                                                                                             
|(Title of Class)                                                                                          

|(Title of Class)
|----------------

|SEC 1852 (09-10) | Persons who respond to the
    collection of information contained in this form are not required to respond unless the
    form displays a currently valid OMB control number
|---------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Page 1

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Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.



(Title of Class)

Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the annual
report.

83,853,825 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.

______Yes __X___No

If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934.

__X__Yes ____No

Note - Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their
obligations under those sections.

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 whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files)

______Yes _____No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated filer
and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check Below)

Large accelerated filer _____ Accelerated filer _____ Non-accelerated filer __X___

Indicate by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:

U.S. GAAP ________ International Financial Reporting Standards as Issued Other ____X___
By the International Accounting Standards Board ________

If "Other" has been checked in response to the previous questions, indicate
by check mark which financial statement item the registrant has elected to follow.

___X___ Item 17 ________Item 18

If this is an annual report, indicated by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).

______Yes __X___No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)

Indicate by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.

______Yes _____No

Page 2

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## Index

|PART I  |                                                             |   
|------- | ----------------------------------------------------------- | --
|ITEM 1  | IDENTITY OF DIRECTORS, SENIOR
    MANAGEMENT AND ADVISERS   | 5 
|ITEM 2  | OFFER STATISTICS AND EXPECTED
    TIMETABLE                 | 5 
|ITEM 3  | KEY INFORMATION                                             | 5 
|A.      | Selected financial data                                     | 5 
|B.      | Capitalization and
    indebtedness                         | 6 
|C.      | Reasons for the offer and use
    of proceeds               | 6 
|D.      | Risk factors                                                | 6 
|ITEM 4  | INFORMATION ON THE COMPANY                                  | 9 
|A.      | History and development of the
    company                  | 9 
|B.      | Business overview                                           | 9 
|C.      | Organizational structure                                    | 16
|D.      | Property, plants and equipment                              | 16
|ITEM 5  | OPERATING AND FINANCIAL REVIEW
    AND PROSPECTS            | 32
|A.      | Operating results                                           | 32
|B.      | Liquidity and capital
    resources                         | 33
|C.      | Research and development,
    patents and licenses, etc.    | 35
|D.      | Trend information                                           | 35
|E.      | Off balance sheet arrangements                              | 35
|F.      | Tabular disclosures of
    contractual obligations          | 35
|G.      | Safe harbor                                                 | 36
|ITEM 6  | DIRECTORS, SENIOR MANAGEMENT AND
    EMPLOYEES              | 36
|A.      | Directors and senior
    management                         | 36
|B.      | Compensation                                                | 39
|C.      | Board practices                                             | 44
|D.      | Employees                                                   | 48
|E.      | Share ownership                                             | 49
|ITEM 7  | MAJOR SHAREHOLDERS AND RELATED
    PARTY TRANSACTIONS       | 49
|A.      | Major shareholders                                          | 49
|B.      | Related party transactions                                  | 49
|C.      | Interests of experts and
    counsel                        | 50
|ITEM 8  | FINANCIAL INFORMATION                                       | 50
|A.      | Consolidated statements and
    other financial information | 50
|B.      | Significant changes                                         | 50
|ITEM 9  | THE OFFER AND LISTING                                       | 52
|A.      | Offer and listing details                                   | 52
|B.      | Plan of distribution                                        | 53
|C.      | Markets                                                     | 53
|D.      | Selling shareholders                                        | 53
|E.      | Dilution                                                    | 53
|F.      | Expenses of the issue                                       | 53
|ITEM 10 | ADDITIONAL INFORMATION                                      | 53
|A.      | Share capital                                               | 53
|B.      | Memorandum and articles of
    association                  | 54
|C.      | Material contracts                                          | 54
|D.      | Exchange controls                                           | 54
|E.      | Taxation                                                    | 56
|F.      | Dividends and paying agents                                 | 57
|G.      | Statement by experts                                        | 57
|H.      | Documents on display                                        | 57
|I.      | Subsidiary information                                      | 57

Page 3

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|ITEM 11  | QUANTITATIVE AND QUALITATIVE
    DISCLOSURES ABOUT MARKET RISK                   | 57 
|-------- | -------------------------------------------------------------------------------- | ---
|ITEM 12  | DESCRIPTION OF SECURITIES OTHER
    THAN EQUITY SECURITIES                       | 59 
|PART II  |                                                                                  |    
|ITEM 13  | DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES                              | 59 
|ITEM 14  | MATERIAL MODIFICATIONS TO THE RIGHTS
    OF SECURITY HOLDERS AND USE OF PROCEEDS | 59 
|ITEM 15  | CONTROLS AND PROCEDURES                                                          | 59 
|A        | DISCLOSURE CONTROLS AND
    PROCEDURES                                           | 59 
|B        | MANAGEMENT'S ANNUAL REPORT ON
    INTERNAL CONTROLS OVER                         | 59 
|C        | ATTESTATION REPORT OF THE
    REGISTERED PUBLIC ACCOUNTING                       | 60 
|D        | CHANGES IN CONTROL OVER FINANCIAL
    REPORTING                                  | 60 
|ITEM 16  | [RESERVED]                                                                       | 60 
|ITEM 16A | AUDIT COMMITTEE FINANCIAL REPORT                                                 | 60 
|ITEM 16B | CODE OF ETHICS                                                                   | 60 
|ITEM 16C | PRINCIPAL ACCOUNTANT FEES AND
    SERVICES                                       | 60 
|ITEM 16D | EXEMPTIONS FROM THE LISTING
    STANDARDS FOR AUDIT COMMITTEES                   | 61 
|ITEM 16E | PURCHASES OF EQUITY SECURITIES BY
    THE ISSUER AND AFFILIATED PURCHASERS       | 61 
|ITEM 16F | CHANGES IN REGISTRANT'S
    CERTIFYING ACCOUNTANTS                               | 61 
|ITEM 16G | CORPORATE GOVERNANCE                                                             | 61 
|PART III |                                                                                  |    
|ITEM 17  | FINANCIAL STATEMENTS                                                             | 61 
|         | MANAGEMENT'S DISCUSSION &
    ANALYSIS                                           | 104
|ITEM 18  | FINANCIAL STATEMENTS                                                             | 137
|ITEM 19  | EXHIBITS                                                                         | 137
|         |                                                                                  |    
|         | SIGNATURES                                                                       | 137

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### PART I

Item 1. Identity of Directors, Senior Management and Advisers



Item 2. Offer Statistics and Expected Timetable

Not Applicable

Item 3. Key Information

A.Selected financial data.

The table below presents selected statement of operations and
balance sheet data for Royal Standard Minerals Inc. as at and for the fiscal years ended
January 31, 2011, 2010, 2009, 2008, and 2007. The selected financial data presented herein
is prepared in accordance with accounting principles generally accepted in Canada
("Canadian GAAP") and include the accounts of the Company and its wholly-owned
subsidiaries, Kentucky Standard Energy Company Inc., and Manhattan Mining Co., both United
States Companies.

A summary of the differences between accounting principles generally
accepted in Canada ("Canadian GAAP") and those generally accepted in the United
States ("US GAAP") which affect the Company is contained in Note 21 of the
Consolidated Financial Statements included with this report.

Royal Standard Minerals Inc. 
(An Exploration Stage Enterprise) 
Consolidated Financial Statement Data 
For the Years Ended January 31 
(Expressed in US Currency)

|              | 2011          | 2010          | 2009          | 2008
    (Restated1) | 2007
    (Restated1)
|------------- | ------------- | ------------- | ------------- | -------------------- | --------------------
|              |               |               |              
|$0            | $0            | $0            | $0            | $0                  
|$3,221        | $9,630        | $115,822      | $396,294      | $391,420            
|($741,275)    | ($1,412,913)  | ($783,238)    | ($2,270,313)  | ($4,902,903)        
|($9,423,108)  | ($821,104)    | ($872,981)    | ($1,180,034)  | ($4,511,483)        
|($16,669,265) | ($15,848,161  | ($14,975,180) | ($14,810,739) | ($9,760,289)        
|($26,092,373) | ($16,669,265) | ($15,848,161) | ($14,975,180) | ($14,135,735)       
|              |               |               |               |                     
|($0.11)       | ($0.01)       | ($0.01)       | ($0.01)       | ($0.07)             
|83,853,825    | 83,470,428    | 83,194,825    | 82,983,768    | 73,771,233          

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|Balance Sheet | January 31, 2011 | January 31, 2010 | January 31, 2009 | January 31, 2008
    (Restated1) | January 31, 2007
    (Restated1)
|------------- | ---------------- | ---------------- | ---------------- | -------------------------------- | --------------------------------
|$215,315      | $830,816         | $1,947,791       | $8,006,287       | $10,438,324                     
|$12,009,423   | $19,799,686      | $19,007,396      | $13,895,392      | $8,547.743                      
|$453,733      | $725,906         | $1,059,744       | $1,483,690       | $2,056,392                      
|$13,216,331   | $22,013,132      | $22,506,672      | $23,588,555      | $21,224,226                     
|$935,688      | $301,381         | $190,288         | $220,737         | $202,157                        
|$12,048,633   | $21,479,741      | $22,084,374      | $23,164,632      | $20,840,302                     

1 During the preparation of the consolidated financial statements for the
year ended January 31, 2009, it was determined that foreign exchange gains and losses
should be recorded in the statement of operations as the Company uses the United States
Dollar as its functional and reporting currency, as the majority of its transactions are
denominated in this currency and the operations of its subsidiaries are considered to be
of an integrated nature. The effect of this restatement as at January 31, 2008 and 2007
has been to decrease net loss by $1,180,034 and increase net loss by $381,030 respectively
and a decrease in accumulated other comprehensive income by $1,180,034 and an increase in
accumulated other comprehensive income by $381,030 respectively. There was no impact on
total shareholders' equity as a result of the change. The effect of the change reduced net
loss per share by $0.01 to $0.01 per share for the year ended January 31, 2008 and
increased the net loss per share by $0.01 to $0.01 per share for the year ended January
31, 2007.

Currency Exchange Rates

Except where otherwise indicated, all dollar figures in this annual report on Form
20-F, including the financial statements, refer to United States currency. The following
table sets forth, for the periods indicated, certain exchange rates certified by the
Federal Reserve Bank of New York for customs purposes as required by section 522 of the
amended Tariff Act of 1930. These rates are also those required by the SEC for the
integrated disclosure system for foreign private issuers. The information is based on data
collected by the Federal Reserve Bank of New York from a sample of market participants.
The data are noon buying rates in New York for cable transfers payable in foreign
currencies and represent the number of Canadian dollars per one US dollar.

|         
|---------
|**20111**
|1.0020   
|0.9486   
|0.9765   
|0.9688   

1Based on the period beginning 1/1/11 and ending on 5/31/11.

## B.Capitalization and indebtedness.

Not Applicable

## C.Reasons for the offer and use of proceeds.

Not Applicable

## D. Risk factors.

The operations of Royal Standard involve a number of
substantial risks and the securities of Royal Standard are highly speculative in nature.
The following risk factors should be considered:

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Absence of Public Market

Trading of the Common Shares of Royal Standard has been sporadic and
very limited and no assurance can be given that an active trading market will develop or
be sustained. Investment in Royal Standard is, therefore, not suitable for any investors
who may have to liquidate their investments on a timely basis and should only be
considered by investors who are able to make a long term investment in Royal Standard.

Risk Inherent to Royal Standard's Proposed Mining Activities

1. Royal Standard is engaged in the business of acquiring and exploring
    mineral properties in the hope of locating an economic deposit or deposits of minerals.
    The property interests of the Company are in the exploration stage only and are without a
    known body of commercial ore. There can be no assurance that the Company will generate any
    revenues or be profitable or that the Company will be successful in locating an economic
    deposit of minerals.
2. There are a number of uncertainties inherent in any exploration and
    development program, including the location of economic ore bodies, the development of
    appropriate metallurgical processes, the receipt of necessary governmental permits, and
    the construction of mining and processing facilities. Substantial expenditures will be
    required to pursue such exploration and development activities. Assuming discovery of an
    economic ore body and depending on the type of mining operation involved, several years
    may elapse from the initial stages of development until commercial production is
    commenced. New mining operations frequently experience unexpected problems during the
    exploration and development stages and during the initial production phase. In addition,
    preliminary reserve estimates may prove inaccurate. Accordingly, there can be no assurance
    that the Company's current exploration and development programs will result in any
    commercial mining operations.
3. The Company may become subject to liability for cave-ins and other
    hazards of mineral exploration against which it cannot insure or against which it may
    elect not to insure because of high premium costs or other reasons. Payment of such
    liabilities would reduce funds available for acquisition of mineral prospects or
    exploration and development and would have a material adverse effect on the financial
    position of the Company.

History of Losses

At January 31, 2011, the Company had an accumulated deficit of U.S.
$26,092,373 and a working capital deficiency of $720,373. There can be no assurance that
the Company will ever achieve revenues from operations or that its operations will ever be
profitable.

Additional Capital

The terms of the Company's rights to its properties require that the
Company expend significant funds on exploratory and other pre-production activities.
Should the Company fail to make these expenditures on a timely basis, it would forfeit its
rights to the particular projects, including the sums expended through the dates of such
forfeitures. The Company's present capital resources are not sufficient to fund these
costs. There can be no assurance that the Company will be able to raise additional capital
on acceptable terms or at all. In any event, any additional issuance of equity would be
dilutive to the Company's current shareholders.

No History of Operations

The Company is an exploration stage enterprise with no history of prior
operations and no earnings. There can be no assurance that the Company's operations will
become profitable in the future. The success of the Company will be dependent on the
expertise of its management, the quality of its properties, and its ability to raise the
necessary capital to carry out its business plan.

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If financing is unavailable for any reason, the Company will be unable
to acquire and retain its mineral concessions and carry out its business plan.

Regulatory and Economic Factors

Any exploration operations carried on by the Company are subject to
government legislation, policies and controls relating to prospecting, development,
production, environmental protection, mining taxes and labor standards. In addition, the
profitability of any mining prospect is affected by the market for minerals which is
influenced by many factors including changing production costs, the supply and demand for
minerals, the rate of inflation, the inventory of mineral producers, the political
environment and changes in international investment patterns.

Competition

There is significant competition for the acquisition of properties
producing or capable of producing gold and precious minerals. The Company may be at a
competitive disadvantage in acquiring additional mining properties since it must compete
with other individuals and companies, many of which have greater financial resources and
larger technical staffs than the Company. As a result of this competition, the Company may
be unable to acquire attractive mining properties on terms it considers acceptable.

Title to Properties

The validity of unpatented mining claims on public lands, which
constitute most of the property holdings is often uncertain and may be contested and
subject to title defects.

Conflict of Interest

Certain directors and officers of the Company are also directors and
officers of other natural resource and base metal exploration and development companies.
As a result, conflicts may arise between the obligations of these directors to the Company
and to such other companies.

Dependence on Key Personnel

The Company's success will be dependent upon the services of its
President and Chief Executive Officer, Mr. Roland Larsen.

Effect of Outstanding Warrants and Options; Negative Effect of
Substantial Sales

As of January 31, 2011, the Company had outstanding options to purchase
an aggregate of 7,904,691 Common Shares. There were no warrants outstanding as of January
31, 2011. All of the foregoing securities represent the right to acquire Common Shares of
the Company during various periods of time and at various prices. Holders of these
securities are given the opportunity to profit from a rise in the market price of the
Common Shares and are likely to exercise its securities at a time when the Company would
be able to obtain additional equity capital on more favorable terms. Substantial sales of
Common Shares pursuant to the exercise of such options and warrants could have a negative
effect on the market price for the Common Shares.

Dividends

The Company does not anticipate paying dividends in the foreseeable
future.

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**Item 4. Information on the Company**

## A. History and development of the company.

Royal Standard Minerals Inc. herein referred to as "Royal
Standard" or the "Company", was incorporated pursuant to the laws of Canada
by articles of incorporation dated December 10, 1986 under its former name, Ressources
Minieres Platinor Inc. ("Ressources"). On April 30, 1996, Royal Standard
shareholders approved the acquisition of all the issued and outstanding shares of
Southeastern Resources, Inc. ("Southeastern") in a reverse take-over
transaction. Pursuant to this transaction, articles of amendment were filed effective May
14, 1996, pursuant to which the name of Royal Standard was changed to its current form of
name and its shares issued and outstanding at that time were consolidated on a 7.5:1
basis. On June 28, 1996, the Common Shares commenced trading on the Montreal Exchange. On
January 4, 2002 the Company was continued from the laws of Canada (Canada Business
Corporations Act) to the laws of the Province of New Brunswick (New Brunswick Corporations
Act). On February 17, 2004 under the laws of the Province of New Brunswick the articles
were amended to provide for an unlimited number of common shares and an unlimited number
of special shares. On July 23, 2007 the Company was continued from the laws of the
Province of New Brunswick to the laws of Canada, Canadian Business Corporations Act
(CBCA). The Company currently trades on the United States Over-the-Counter Bulletin Board
symbol RYSMF.

The registered office of Royal Standard is located at 360 Bay Street,
Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard is located
at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an office at One
Main Street, Manhattan, Nevada, 89022.

## B. Business overview.

Royal Standard is a mineral exploration company engaged in
locating, acquiring exploring and the development of gold and precious metal deposits in
the state of Nevada and coal in the state of Kentucky. The Company owns a 100% interest in
eight (6) projects in three (3) gold-silver districts in Nevada. These projects include
the Goldwedge project in Nye County, Manhattan District project, the Pinon and Dark Star
projects in Elko County, the Fondaway Canyon, Dixie-Comstock projects in Churchill County
and the Campton project in Wolfe County, Kentucky.

At the present time, the Company's activities are limited to
exploratory searches for ore and energy minerals. The Company has not generated any
revenues from operations at this time. The Company is evaluating the potential for
economic extraction of known deposits of ore grade material on the Company's mineral
exploration properties. See Item # 3.D. - Risk Factors.

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## Goldwedge
    Project

The Goldwedge, one of several gold deposits in the area, is
    considered one of the best known projects in the district for development of an
    underground mine. The property contains very good exploration potential for future growth.
    Based upon the results of approximately 75 drill holes primarily within the central zone
    over a strike length of 1,000+ feet and 100'-500' of vertical extent reveal continuous
    gold oxide mineralization of potential mineable thickness and quality. RSM has analyzed
    all of the drill data as part of a detailed geologic inventory of the deposit.

The project ownership includes staked BLM lands; options of BLM claims
    owned by others and patented mining claims owned by the Company. All payments, maintenance
    fees, option payments and taxes to state and federal authorities are current under state
    and federal guidelines.

The Goldwedge deposit occurs at the intersection of north and northwest
    trending faults. In the deposit area, the north trending Reliance fault is mineralized
    within the Ordovician Zanzibar limestone and siltstone. The target mineralization occurs
    within multiple high angle structures over a width of between 100-200 feet primarily
    within the Zanzibar limestone. RSM has evaluated all of the pertinent drill data as part
    of a detailed inventory of the deposit geometry, size and overall grade. The current
    exploration model suggests that the Goldwedge deposit and the

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extensions may contain an economically significant gold resource at
    depth near the contact with the Manhattan Caldera margin.

The Gold Wedge project represents the most advanced project located in
    the Manhattan district about eight (8) miles south of the Round Mountain mine and has been
    issued a mine and mill permit by the Nevada Department of Environmental Protection (NDEP).
    The Company has completed construction of a processing plant on site which includes
    primary and secondary crushing facilities that feed a gravity recovery system. In
    addition, a heap leach pad, silt and fresh water ponds have been completed. Testing of the
    various mineral processing functions commenced during April 2007 using previously
    extracted stockpiles of low grade gold feed material to process into gold dore' using the
    Company's smelter. The Company has also commenced the underground development program
    which includes the exploration of defined mineralized zones concurrently with the second
    phase of decline development. The program has concentrated on the development of a spiral
    decline as a means to better explore the deposit at depth. As part of the program a series
    of crosscuts were constructed at specific intervals to effectively assess the potential
    mineralized zones. All material is sampled daily and analyzed for gold onsite at the
    Company assay laboratory.

On June 29, 2005 the Company entered into a 5-year Purchase Option
    Agreement with a private individual for all of his patented and unpatented mining claims
    in the Manhattan Mining District located in Nye County, Nevada. The land package totals
    approximately 1600 acres (4 patented, 70 unpatented claims). This property position
    adjoins the Company's Gold Wedge property. The land package includes a number of
    exploration targets which are of interest to the Company. In addition, the Company's
    option includes the Dixie-Comstock claim group located in Churchill County, Nevada. The
    Dixie- Comstock is a 1500 acre property containing a gold system that has been explored by
    a number of major mining companies over the past 20 years. It is considered to be an
    attractive advanced exploration project. Annual option payments of $48,000 are to be
    applied to a total purchase price of $600,000. This option was exercised prior to August
    31, 2009 and as a result this property is 100% owned by the Company.

The Company has recorded an asset retirement obligation on its Gold
    Wedge Project in the amount of $156,075, representing the estimated costs of the Company's
    obligation to restore the property site to its original condition and which is equal to
    the amount of the reclamation bond posted by the Company with the State of Nevada.

Currently NV Energy, a commercial electric supplier, services this
    site. The Company has all of the necessary water rights secured from the State of Nevada.

Project Expenditures

To January 31, 2011, cumulative net expenditures of $8,437,355 were
    incurred on the Goldwedge Project consisting of: (1) acquisition costs - $1,192,167; (2)
    travel - $398,260; (3) mine development costs - $1,089,100; (4)drilling - $948,793; (5)
    general exploration - $133,353 (6) $145,714 - professional fees; (7) consulting, wages and
    salaries - $5,222,103; (8) office and general - $1,758,620; (9) analysis and assays -
    $157,835; (10) supplies, equipment and transportation - $3,677,741; (11) amortization -
    $2,481,039; (12) net sale of exploration ore - $330,015; and (13) write down - $8,437,355.
    These costs were incurred in connection with various activities the Company performed on a
    discretionary basis. Although the deferred exploration expenditures on this project were
    written down by 50% the Company still considers

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this project a very good prospect and will continue to maintain the
    claims and continue to increase the projects value by incurring further exploration
    expenditures.

Future Programs

As the Company obtained financing on June 29, 2011, management
    anticipates advancing the production potential on the Gold Wedge project by incurring
    further exploration expenditures and upgrading the plant. The Company will maintain its
    2012 claim renewal fees and will maintain and complete various operational permits with
    regulatory bodies.

This project is an advanced exploration project without known
    reserves and the proposed program is exploratory in nature.

## Pinon Project-Carlin Trend South

This project is located approximately 20 miles south of the town of
    Carlin, Nevada in Elko County, Nevada. The project land position is located east of Nevada
    state route 276 and extends for 10+ miles in a north-south direction south of the town of
    Carlin. The best access to the project is via I-80 to Carlin and south on route 276 to the
    property position.

The land position includes unpatented BLM lands, patented lands and fee
    lands. All payments, maintenance fees to federal and state authorities are current.
    Landowner option payments are also current and in good standing for this more than 10,000
    acre land position.

The Pinon properties are located on the southern portion of the Carlin
    gold belt about 10 miles south of Newmont's Rain mine Since its inception, various
    joint-venture partners have spent more than $10 MM on the project.

The Pinon project is located on the southern portion of the Carlin
    Trend immediately south of Newmont's Rain gold district. The Carlin Trend is one of the
    most prolific gold trends in the world and has produced more than 50 million ounces of
    gold. The properties are located within a well-mineralized region, which supports the
    potential for expanding the known gold deposits and making new discoveries. Much of the
    district wide exploration was undertaken prior to the start of the 1980's and 1990's.
    Since the mid-1990's the cumulative knowledge of "Carlin-type" gold deposits has
    expanded tremendously. This expanded knowledge can be used to re-interpret all of the
    available data, which may identify new exploration targets on the ground controlled by
    RSM. Also, during the past 10+ years numerous high-grade gold deposits have been
    discovered along the Carlin Trend that can be mined using underground techniques. Many of
    these deeper deposits are associated with surface oxidized gold deposits. Essentially no
    significant deeper exploration has been conducted under the Pinon deposit, or at other
    places on the property. The exploration opportunity offers the possibility for discovery
    of additional gold deposits at Pinon-Railroad.

The Webb Formation is mineralized above the Devils Gate limestone at
    both deposits. At Rain, the mineralization occurs within and closely associated with the
    Rain Fault. On the southern portion of the property position, the Pinon Au-Ag project, the
    known mineralization has not been connected to a strongly mineralized fault. However,
    higher-grade economic mineralization has been encountered at very shallow depths,
    mineralized oxide zones occur along a 1,300 feet strike length and occur less than 90 feet
    below the surface.

Page 12

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The Pinon project includes approximately 10,000 acres comprising
    unpatented BLM lode mining claims, patents and leased fee lands. The focus of RSM's
    current effort is to identify and develop near surface oxide gold-silver deposits.
    Approximately 600 shallow drill holes have been completed on 6 near surface gold-silver
    deposits. The depth extensions of these deposits are not well understood, as deeper
    drilling has not been sufficient to develop an acceptable understanding of this
    mineralization.

The Company has developed the necessary construction plans for the
    Pinon project including surface, heap leach facilities design and open pit modeling of the
    deposits. All of this work has been completed in preparation for the filing of a mining
    permit application with the US Bureau of Mines (BLM) and the Nevada Department of
    Environmental Protection (NDEP). A second objective is to update the feasibility studies
    for the Pinon near surface oxide deposits.

The Pinon project is made up of a number of lease agreements to lease
    certain properties in Elko County, Nevada. The Company is obligated to incur payments of
    $77,000 and incur exploration expenditures totaling $175,000 to keep the leases in good
    standing for the year ended January 31, 2011. The lessors will retain a 5% net smelter
    return royalty.

The Railroad project was made up of two lease agreements to lease
    certain properties in Elko County, Nevada. The Company was obligated to incur payments of
    $8,000 to keep one lease in good standing and pay $1,765,000 to exercise the option to
    purchase the leased property under the other agreement by August 31, 2009 to keep the
    leases in good standing. The lessors would retain a 5% net smelter return royalty.

On August 31, 2009 the option was exercised to acquire 100% of this
    project and the property was sold for $2,965,000 to an unrelated private company for net
    proceeds of $1.2 million, a 1% NSR royalty and 500,000 common shares of the private
    company. The sale of this property resulted in a gain on the sale of $583,199.

The Company has recorded an asset retirement obligation in the amount
    of $56,658on its Pinon Project, representing the estimated costs of the Company's
    obligation to restore the property site to its original condition as required by the State
    of Nevada regulatory authorities.

Project Expenditures

To January 31, 2011, cumulative expenditures of $2,088,512 were
    incurred on the Pinon Project consisting of: (1) property acquisition costs - $712,923;
    (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration - $7,765; (5)
    professional fees - $85,941; (6) office and general

- $98,120; (7) geologist - $32,653; (8) consulting, wages and salaries
    - $643,624; (9) reclamation costs - $167,785 (10) analysis and assays - $74,042; and (11)
    supplies, equipment and transportation - $56,733. These costs were incurred in connection
    with various activities performed by the Company on a discretionary basis.

Future Programs

The Railroad project was successfully sold and the only other
    expenditures anticipated under the Pinon project are to keep the leases in good standing.
    If additional financing is obtained, the Company will actively pursue the completion and
    filing of a mining permit application with the BLM and NDEP on this project for the year
    ended January 31, 2012.

The property is without known reserves and the proposed program is
    exploratory in nature.

Page 13

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## Fondaway Canyon Project

The 100% controlled Fondaway Canyon gold project is located in
    Churchill County, Nevada in the Stillwater range. The project is accessible east from
    Fallon, Nevada via State of Nevada route 116 an unpaved road. The Fondaway deposit is
    located on the west flank of the Stillwater Range at Fondaway Canyon.

The Fondaway Canyon gold property consists of 148 unpatented BLM lode
    mining claims (approximately 3,000 acres) located on the western slope of the Stillwater
    Range. This area is included with the Stillwater Wilderness area. All of the maintenance
    filing fees are current and in good standing. Nearly-vertical, east-west trending
    mineralized shear zones host the Half Moon, Paperweight, Hamburger Hill and South Pit gold
    resources that is hosted within a Mesozoic sedimentary package. The Mesozoic sedimentary
    package has been intruded by a Mesozoic-Tertiary aged intrusive.

The vertical extent tested by recent drilling of the higher grade gold
    mineralized shear zones is greater than 1,000 feet. Horizontal continuation of gold
    mineralization as at the Paperweight and Hamburger Hill mineralized shear zone is 3,700
    feet with widths commonly between 5'-20+ feet. Drilling and assay records indicate that
    568 holes have been drilled for a total estimated footage of 200,000 feet of RC drilling
    and 22,000 feet of core drilling to include 455 reverse circulation, 49 core holes and 64
    air track holes over a strike length of approximately 12,000 feet. Tenneco Minerals Inc.,
    the most active company, drilled approximately 350 holes (130,000 feet) and drove a 500'
    adit for sulfide metallurgical sampling during the period 1987-1996. Tenneco also operated
    a small oxide gold open pit mine for a short time during this period. Nevada Contact Inc.
    (NCI) acquired the property in 2001 and drilled 11 reverse circulation holes, RSM acquired
    the property from NCI in early 2003 as part of a property swap with NCI retaining a 1% NSR
    overriding royalty in the Fondaway Canyon property and $25,000 advance minimum royalty
    payments to the claim holder until 2006 at which time the payments increase to $35,000 per
    year that includes a 3% NSR royalty until buyout. There is a buyout option of $600,000 for
    the owners' interest.

Drill testing the Tenneco heap leach pad in 2007 did not provide
    positive results. Plans to further drill test the sulfide resource as part of a program to
    upgrade the indicated and inferred resources on the property are expected when all of the
    State of Nevada permits are approved to commence this project. This effort will involve
    drilling underground within the Tenneco adit along with a surface drilling program. A bulk
    sampling program for metallurgical analysis of the sulfide resource will also be included
    as part of an effort to develop a gold recovery process that will achieve the desired
    results.

Project Expenditures

To January 31, 2011, cumulative expenditures of $397,813 were incurred
    on the Fondaway project consisting of: (1) property acquisition costs - $378,537; (2)
    travel - $3,279; (3) drilling - $15,646; and (4) analysis and assays $351. These costs
    were incurred in connection with various activities performed by the Company on a
    discretionary basis. As at January 31, 2011 the deferred exploration expenditures were
    written off resulting in a charge of $397,813 on the consolidated Statement of Operations.
    Although the exploration expenditures for this project were written off, the Company will
    continue to pay all lease payments to keep this project in good standing.

Page 14

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Future Programs

If additional financing can be obtained, the Company is planning to
    perform exploration drilling and permitting work totaling approximately $640,000 for the
    year ended January 31, 2012 on the Fondaway project. However, if a financing is not
    obtained there will be no significant Company funded exploration program on the Fondaway
    project. The Company will maintain its 2012 lease payment obligations and claim renewal
    fees.

The property is without known reserves and the proposed program is
    exploratory in nature.

## Manhattan/Round Mountain Caldera Program

The project area is located southeast of the town of Round
    Mountain, Nevada east of State route

376. The town of Manhattan is located approximately 15 miles south of
    Round Mountain. The Manhattan project is located approximately 7 miles east of route 376
    on route 377 and 1.5 miles west of the town of Manhattan.

The Manhattan/Round Mountain Caldera program, the Company's most
    advanced district play, includes the Goldwedge advanced exploration program. The land
    position in the Manhattan Mining District is comprised of 70 unpatented and 6 patented
    lode-mining claims. An underground development program to include drill testing the
    extensions of the Goldwedge deposit in addition to the evaluation of several additional
    lode and placer properties that the Company controls in the district could significantly
    increase the gold resource estimates.

Freeport Gold, Tenneco (Echo Bay) recognized the potential of the
    district (to include the Goldwedge deposit that is currently under control by RSM)
    however, these deposits were not suited for open pit mining. At that time the large mining
    companies did not consider the underground development projects feasible. Although
    Sunshine Mining Co. considered an underground mine development in 1988 on the Goldwedge
    deposit, continued exploration by Crown Resources and others on the Company's claims
    indicated sections (5+'-30') of potentially mineable grades greater than 0.5 opt gold. The
    continued downturn in the gold market, tightened corporate budgets and high holding costs
    for the properties forced many companies to turn back the land positions to the claim
    owners. Currently, the Company controls approximately 4,000 feet of strike length.
    Approximately 1,000-1,200 feet of this strike length has been drill tested indicating
    positive results.

## Kentucky Project

In an effort to achieve diversity within its natural resource
    portfolio on November 19, 2008, the Company and Sharpe Resources Corporation
    ("Sharpe") entered into an option agreement whereby the Company agreed to an
    option to acquire a 50% interest in coal properties in eastern Kentucky by advancing to
    the project $2 million prior to December 9, 2009. Once the option is exercised by the
    Company a 50/50 Joint Venture agreement will be entered into between the Company and
    Sharpe at which time all expenditures incurred and revenues earned from the coal projects
    will be shared 50 % by the Company and 50% by Sharpe.

Sharpe and the Company are related parties due to the fact that they
    have common management and directors.

Under the terms of the option agreement a 100% interest in a surface
    mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included
    $250,000 to acquire the project

Page 15

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and $178,700 for a reclamation bond to cover the state of Kentucky
    reclamation requirements for this property. The property consists of approximately 1,000
    acres of coal mineral rights under lease and includes an approved Kentucky Mining Permit,
    I.D. No. 919-0066.

On September 11, 2009 this option agreement was amended to allow the
    Company to acquire its 50% interest in the properties by advancing to the project $2
    million by December 9, 2011. As consideration for this amendment the Company cancelled the
    note receivable from Sharpe held by the Company and received a new note from Sharpe in the
    amount of $120,409 on September 9, 2009 repayable in three equal installments on September
    9, 2011, 2012, and 2013.

The Campton Coal Project is approximately 5 miles southeast of the Town
    of Campton adjacent to a paved highway 15 and is situated in Wolfe County at an elevation
    of 900 feet. The topography is gently rising to rolling and moderately steep terrain that
    reflects a dendritic drainage pattern of valleys and ridges that occur at the head of
    these drainages. The ridge elevations within the project area are on the order of
    900-1,250 above sea level with the valley floors in the 9001,000 feet above sea level. The
    area is covered with a hard wood forest that is well supplied with regular rainfall and
    ample vegetation. Electrical power was installed from a nearby power line crossing the
    property from the Licking Valley Electric Cooperative. The nearest large city is
    Lexington, Kentucky located approximately 70 miles northwest of the project area.

Project Expenditures

To January 31, 2011, cumulative expenditures of $1,483,556 were
    incurred on the Wolfe County, Kentucky project consisting of: (1) property acquisition
    costs - $418,000; (2) travel - $26,051; (3) professional fees - $96,139; (4) consulting,
    wages and salaries - $256,672; (5) office and general - $111,703; (6) supplies, equipment
    and transportation - $413,959; (7) rent - $94,010; (8) Reclamation costs - $22,646 and (9)
    amortization - $44,376. These costs were incurred in connection with various activities
    performed by the Company on a discretionary basis.

Future Programs

The Company has successfully negotiated an extension on this project
    and as a result has until December 9, 2011 to exercise its option. The Company is
    maintaining the agreements entered into for this project, however does not intend to make
    any significant expenditures until commodity prices strengthen, a financing can be
    successfully completed or some value can be obtained from the sale of the property.

## C. Organizational structure.

The Company has one wholly owned subsidiary, Manhattan Mining
  Company and a 50% interest in Kentucky Standard Energy Company Inc., both United States
  Companies.

## D. Property, plants and equipment.

The registered office of Royal Standard is located at 360 Bay
  Street, Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard is
  located at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an office
  at One Main Street, Manhattan, Nevada, 89022.

#### Page 16

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## Nevada Projects

Goldwedge Project

The Gold Wedge Project is located in the Manhattan Mining District,
  section 18, T8N, R43E, Mount Diablo Meridian, 1/2 mile west of the town of Manhattan in
  Nye County, Nevada, (Figure 1 below). Located within the southern Toquima Range of central
  Nevada, the elevation ranges from 6,800 feet to 7,800 feet. The topography is gently
  rising to rolling and ruggedly steep along the north-south trending mountain range. The
  resource occurs under a gravel covered dry drainage valley north of paved highway 377. The
  town of Tonopah is 50 miles south of the deposit and is considered the most favorable
  location for accommodations. Tonopah is also the county seat for Nye County.

Currently NV Energy, a commercial electric supplier, services this
  site. The Company has all of the necessary water rights secured from the State of Nevada.

Page 17

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### LOCATION MAP

Source: RSM 2003



Page 18

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The Goldwedge, one of several gold deposits in the area, is considered
  one of the best known projects in the district for POTENTIAL development of an underground
  mine. The property contains excellent exploration potential for future growth. Based upon
  the results of approximately 75 drill holes primarily within the central zone over a
  strike length of 1,000+ feet and 100'-500' of vertical extent reveal continuous gold oxide
  mineralization of potential mineable thickness and quality. RSM has analyzed all of the
  drill data as part of a detailed geologic inventory of the deposit.

The project ownership includes staked BLM lands; options of BLM claims
  owned by others and patented mining claims owned by the Company. All payments, maintenance
  fees, option payments and taxes to state and federal authorities are current under state
  and federal guidelines. The land position controlled by RSM on the Goldwedge Project area
  is shown below:

|Claim Name              | Claim Type | BLM Serial # or Patent #                                                     
|----------------------- | ---------- | -----------------------------------------------------------------------------
|Goldwedge               | Unpatented | NMC 96294 -96297                                                             
|Goldwedge 1-3           | Unpatented | NMC 96294-96297                                                              
|Orpahnt                 | Patents    | 4095                                                                         
|Copper Farm-Eldorado #2 | Patents    | 2876                                                                         
|GW 1-34                 | Unpatented | NMC 826458-826460, 824432, 824436,826461-826476,
      829859, 829863, 834113

|Location of Claims                                                                                                               | # of Claims/Acres/Owner                  | Importance to Development                                                                                                                                          
|-------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Goldwedge Deposit (option to Purchase 100% for
        $200,000)                                                                 | 4 Claims/50 Acres/Hill                   | 90% of known measured deposit and most of know
        indicated deposit, 3% NSR, - 5-year lease term, renewable                                                   
|North Plunge of Goldwedge Deposit and 1.5 miles of
        Mineralized Caldera Margin Trend (RSM owns 100% of Unpatented Claims) | 34 Claims/450 Acres/RSM                  | Largest deep inferred and unexplored mineralized
        caldera margin                                                                                            
|South End of Goldwedge Deposit and East Caldera
        Margin Trend (RSM owns 100% of Patent Claim                              | 1 Claim/20.03 Acres/RSM (Orphant Patent) | Approximately 5% of known deposit, Private Land for
        Decline and Plant Site, and 1,500 feet of mineralized caldera trend, facility site plan,
        1% NSR

Page 19

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Goldwedge - Manhattan Project Area

gwclaim1.jpg (109711 bytes)

Page 20

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Wm. Michael Donovan Jr., Professional Land Surveyor #2617,
    surveyed the land holdings in the immediate vicinity of the deposit to determine the exact
    land boundaries in relation to the gold deposit.

The Goldwedge deposit occurs at the intersection of north and northwest
    trending faults. In the deposit area, the north trending Reliance fault is mineralized
    within the Ordovician Zanzibar limestone and siltstone. The target mineralization occurs
    within multiple high angle structures over a width of between 100-200 feet primarily
    within the Zanzibar limestone. RSM has evaluated all of the pertinent drill data as part
    of a detailed inventory of the deposit geometry, size and overall grade. The current
    exploration model suggests that the Goldwedge deposit and the extensions may contain an
    economically significant gold resource at depth near the contact with the Manhattan
    Caldera margin.

The first potential mine development program is the 100% owned
    Goldwedge deposit located within the Manhattan Mining District. The Goldwedge deposit is
    located approximately 8 miles south of the large Round Mountain gold mine. All mine and
    mill (plant) and water use permits were achieved in early, 2004. Also, in 2004 the Company
    constructed a 700 foot (underground) decline and cross cut to test one of the gold
    mineralized structures within a 100+ wide structural zone. Additionally, RSM completed the
    surface facilities necessary to process the material to be mined onsite to include silt
    ponds, ore pad and the onsite gold processing plant. The Company acquired a full
    production scale gold recovery (gravity) plant that will be utilized to process the mined
    material as part of the test mining program.

The underground bulk sampling and decline development program continued
    during 2007, although the underground effort was hampered by the effects of groundwater.
    As of 2008 the Company has completed approximately 5,000 feet of underground development
    to include decline development and a series of cross cuts have been completed. A
    dewatering well was drilled in 2008 to reduce and control the water levels within the
    mine. In 2007 the treatment of lower grade mined material continued with the processing
    this material through an onsite (gravity) plant. The surface facilities and the gold
    recovery plant were completed in 2005 and modified in 2006-2007 as a means to improve gold
    recoveries.

The program in 2009 was concentrated on acquiring the necessary permits
    with the various state and federal agencies to handle water disposal through the permit of
    a Rapid Infiltration Basin on

Page 21

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the Company's properties. Project work included plant modifications as
    part of an effort to increase the daily throughput of gold bearing material as part of the
    milling process.

During the year ending January 31, 2011, expenses on the Goldwedge
    project were $787,166 and the Company took a 50% impairment write-down of $8,437,355 on
    the property bringing total RSM expenses on this project to $8,437,355. Future
    expenditures are expected to be an additional $3-5 million over the next two years
    concentrating on underground development, drilling and plant modifications.

|For the years ending | January 31,
        2011 | January 31,
        2010 | January 31,
        2009 | Cumulative from date of
        inception of exploration phase
|-------------------- | ------------------------ | ------------------------ | ------------------------ | --------------------------------------------------------------
|$16,087,544          | $15,177,300              | $11,866,061              | $0                      
|40,492               | 430,028                  | 121,785                  | 1,192,167               
|65,983               | 6,914                    | 35,222                   | 398,260                 
|42,312               | 10,671                   | 53,909                   | 1,089,100               
|0                    | -202                     | 64,356                   | 948,793                 
|0                    | 0                        | 0                        | 133,353                 
|65,550               | 7,528                    | 0                        | 145,714                 
|240,392              | 282,548                  | 1,228,118                | 5,222,103               
|84,314               | 118,112                  | 410,285                  | 1,758,620               
|2,225                | 7,983                    | 29,006                   | 157,835                 
|(9,010)              | 54,153                   | 869,750                  | 3,677,741               
|254,908              | 322,524                  | 498,808                  | 2,481,039               
|0                    | (330,015)                | 0                        | (330,015)               
|(8,437,355)          | 0                        | 0                        | (8,437,355)             
|(7,650,189)          | 910,244                  | 3,311,239                | 8,437,355               
|$8,437,355           | $16,087,544              | $15,177,300              | $8,437,355              

The underground program has several objectives including a test
    mining program and the establishment of the appropriate mining methods that will be
    applied to the future development of the property.

The underground development as well as surface and underground drilling
    will be directed toward expanding the resources on this property as well as the completion
    and testing of the gravity recovery plant design. The plant has been modified over the
    past two years to include a two-ball mill circuit. The onsite plant has been modified over
    the two years with the grinding circuit that includes two 6' x 6' ball mills. Operation of
    this plant in 2008 indicates that subsequent to the test mining program there is a need to
    install a larger grinding facility in order to increase production throughput of the
    underground production.

The results of the last 12 months support further investment and a
    continuation of the mining and milling program for this project. The projected
    expenditures for the next 12 months are expected to be approximately $3-5 million. The
    allocated expenditures will be on underground development, drilling and plant modification
    to include the addition of another ball mill and other material handling improvements. All
    of this work will be supervised by the CEO and carried out by experienced miners and plant
    employees currently working for the Company. Consultants will

Page 22

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be utilized in special instances to assist management with specific
    technical issues. In order to complete all of the planned activities in 2011 the Company
    will need to raise capital.

## This project is an advanced exploration project without known reserves
    and the proposed program is exploratory in nature.

Pinon and Dark Star Projects-Carlin Trend South

The Pinon property is located in the southeast end of the famous
    "Carlin Gold Trend" about 10 miles south of Newmont's Rain mine, 25 miles
    southwest of Elko, Nevada. The main access from Elko is west on Interstate 80 to Carlin
    (25 miles) then south on State Highway 51 for 22 miles to the Trout Creek access road. The
    project area is 7 miles east along a well-maintained BLM gravel-dirt road to the area of
    extensive drilling. There is no infrastructure in the vicinity of the property; the
    nearest power line is 7 miles to the west along State Highway 51.

The Pinon property currently
    consists of a contiguous land block of 39 unpatented mining lode claims - claim fractions
    that are located in surveyed Township 30 North, Range 53 East, Section 22, (Mount Diablo
    Meridian), Elko County, Nevada (Fig 5.). The current Pinon land position covers an area of
    approximately 2,720 acres (approx. 1101 hectares). The land position includes unpatented
    BLM lands, patented lands and fee lands. All payments, maintenance fees to federal and
    state authorities are current. Landowner option payments are also current and in good

Page 23

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standing for this more than 18,000 acre land position. Included in the land block are
    the following claims:

|                 |                            | County Recordation |             
|---------------- | -------------------------- | ------------------ | ------------
|Claim Name       | BLM Serial #               | Book               | Page        
|TC-1 thru TC-10  | NMC 125638 thru NMC 133862 | 304                | 6 thru 15   
|TC-11            | NMC 133862                 | 309                | 114         
|TC-12 thru TC-28 | NMC 148871 thru NMC 148887 | 329                | 58 THRU 74  
|TC-29 thru TC-39 | NMC 403761 thru NMC 403771 | 588                | 426 thru 436



The TC claim group is surrounded by private fee lands containing a
    complicated mixture of severed surface and mineral estates that were previously controlled
    in part by the Pinon Joint Venture through various lease-option agreements. These lands
    have since been dropped by the joint venture. An ownership summary for several of the more
    important sections is shown below.

T30N, R53E

Section 21: All (640 acres)

Surface estate J. Tomera Ranch (100%)

Mineral estateJ. Tomera family (50%) 
    Etcheverry family (16.7%) 
    Rudnick Trust (16.6%) 
    L&R Rudnick family (16.6%)

Section 27: NE1/4 NW1/4 , NE1/4, NE1/4 SE1/4 (640 acres)

Surface estate Pereira Trust (100%)

Mineral estatePereira Trust (50%) 
    Etcheverry family (16.67%) 
    O. Rudnick family (16.67%) 
    Rudnick Trust (8.33%)

Section 27: NW1/4 NW1/4 , S1/2 NW1/4, SW1/4, NW1/4 SE1/4, S1/2 SE1/4 (640
    acres)

Surface estate J. Tomera Ranch (100%)

Mineral estateJ. Tomera family (50%) 
    Etcheverry family (16.67%) 
    O. Rudnick family (16.67%) 
    Rudnick Trust (8.33%) 
    R. Rudnick family (8.3%)

Page 24

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The Pinon properties are located on the southern portion of the
    Carlin gold belt about 10 miles south of Newmont's Rain mine Since its inception, various
    joint-venture partners have spent more than $15 MM on the project.

The Pinon and Railroad projects are located on the southern portion of
    the Carlin Trend approximately 5 miles south of Newmont's Rain gold district. The Carlin
    Trend is one of the most prolific gold trends in the world and has produced more than 50
    million ounces of gold. The properties are located within a well-mineralized region, which
    only adds to the potential for expanding the known gold deposits and making new
    discoveries. Much of the district wide exploration was undertaken prior to the start of
    the 1980's and 1990's. Since the mid-1990's the cumulative knowledge of
    "Carlin-type" gold deposits has expanded tremendously. This expanded knowledge
    can be used to re-interpret all of the available data, which may identify new exploration
    targets on the ground controlled by RSM. Also, during the past 10+ years numerous
    high-grade gold deposits have been discovered along the Carlin Trend that can be mined
    using underground techniques. Many of these deeper deposits are associated with surface
    oxidized gold deposits. Essentially no deeper exploration has been conducted under the
    Pinon and Railroad deposits, or at other places on the property. The exploration
    opportunity offers the possibility for discovery of additional gold deposits at
    Pinon-Railroad.

The Webb Formation is mineralized above the Devils Gate limestone at
    both deposits. At Rain, the mineralization occurs within and closely associated with the
    Rain Fault. On the southern portion of the property position, the Pinon Au-Ag project, the
    known mineralization has not been connected to a strongly mineralized fault. However,
    higher-grade economic mineralization has been encountered at very shallow depths,
    mineralized oxide zones occur along a 1,300 feet strike length and occur less than 90 feet
    below the surface.

The Pinon and Darkstar projects include approximately 8,000 acres
    comprising unpatented BLM lode mining claims, patents and leased fee lands. The focus of
    RSM's current effort is to identify and develop near surface oxide gold-silver deposits.
    Approximately 300 shallow drill holes have been completed on 4 near surface gold-silver
    deposits. The depth extensions of these deposits are not well understood, as deeper
    drilling has not been sufficient to develop an acceptable understanding of this
    mineralization.

The Company has developed preliminary construction plans for the
    Pinon-Darkstar project including surface, heap leach facilities design and open pit
    modeling of the deposits. The near term objective is to proceed with achieving a mining
    permit for the Pinon and Darkstar projects.

Project Expenditures

To January 31, 2011, cumulative expenditures of $2,088,512 have been
    incurred on the Pinon Project. During 2009, the expenditures relating to the Railroad
    Project in the amount of $617,300 were applied against the proceeds received resulting in
    cumulative expenditures of the Pinon Project to be $2,001,517. These costs were incurred
    in connection with various activities performed by the Company on a discretionary basis.

Page 25

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|For the years ending | January 31,
        2011 | January 31,
        2010 | January 31,
        2009 | Cumulative from date of
        inception of exploration phase
|-------------------- | ------------------------ | ------------------------ | ------------------------ | --------------------------------------------------------------
|$2,001,517           | $1,931,122               | $1,451,428               | $0                      
|102,706              | 54,013                   | 111,617                  | 712,923                 
|0                    | 0                        | 51,498                   | 78,326                  
|0                    | 0                        | 0                        | 130,600                 
|0                    | 0                        | 0                        | 7,765                   
|0                    | 19,668                   | 0                        | 85,941                  
|0                    | 0                        |                          | 98,120                  
|0                    | 0                        | 0                        | 32,653                  
|(15,711)             | 258                      | 256,585                  | 643,624                 
|0                    | 0                        | 0                        | 167,785                 
|0                    | 0                        | 0                        | 74,042                  
|0                    | -3,544                   | 59,994                   | 56,733                  
|
|$2,088,512           | $2,001,517               | $1,931,122               | $2,088,512              

|   |         
|-- | --------
|
|$0 | $460,013
|0  | 5,980   
|0  | 123,580 
|   | 27,727  
|0  | -617,300
|0  | -460,013
|$0 | $0      

Future Programs

The Railroad project was successfully sold and the only other
    expenditures anticipated under the Pinon project are to keep the leases in good standing.
    If a financing is obtained, the Company will actively pursue the completion and filing of
    a mining permit application with the BLM and NDEP on this project for the year ended
    January 31, 2012.

The property is without known reserves and the proposed program is
    exploratory in nature.

## Fondaway Canyon Project

The 100% controlled Fondaway Canyon gold project is located in
    Churchill County, Nevada in the Stillwater range. The Fondaway property is accessible from
    Fallon east along U.S. Highway 50, then north on Hwy 116 to the settlement of Stillwater,
    then north on an improved gravel road for 30 miles along the front range of the Stillwater
    Mountains to Fondaway Canyon. The elevation of the property ranges from 5000 to 6000 feet.
    Access east into Fondaway Canyon is

Page 26

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steep but adequate with existing mine roads. The Fondaway deposit is
    located on the west flank of the Stillwater Range in Sections 1 and 2, T22N, R33E, and
    Sections 5 and 6, T22N, R34E.

Sierra Pacific Power Co can supply power to the property. RSM has the
    current water rights to the property.

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The Fondaway Canyon property consists of 148 contiguous unpatented
    lode-mining claims (approximately 3000 acres) on BLM land held under a lease agreement
    assigned from Nevada Contact Inc. (NCI) to Royal Standard Minerals Inc. (RSM). Eighteen
    claims were staked NCI, quitclaimed to the owner, and included in the assignment to RSM.
    The lease terms include a 3% net smelter return royalty to the owner Richard Fisk and
    advanced royalty payments of $25,000 per year. The annual payments graduated to $35,000 in
    2006 and years following. Details of the option agreement are as follows:

|Required Cash Payments to Optionors                                                                                                                                 | Royalty | Exercise of Option
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------------------
|Commencing in fiscal 2003.
        $25,000 in year one, $30,000 in years two and three and $35,000 each of the next seven
        years apply to the purchase price | 3% NSR  | July 2013 $600,000

All of the maintenance filing fees are current and in good standing.

Nearly-vertical, east-west trending mineralized shear zones host the
    Half Moon, Paperweight, Hamburger Hill and South Pit gold resources that is hosted within
    a Mesozoic sedimentary package. The Mesozoic sedimentary package has been intruded by a
    Mesozoic-Tertiary aged intrusive.

The vertical extent tested by recent drilling of the higher grade gold
    mineralized shear zones is greater than 1,000 feet. Horizontal continuation of gold
    mineralization as at the Paperweight and Hamburger Hill mineralized shear zone is 3,700
    feet with widths commonly between 5'-20+ feet. Drilling and assay records indicate that
    568 holes have been drilled for a total estimated footage of 200,000 feet of RC drilling
    and 22,000 feet of core drilling to include 455 reverse circulation, 49 core holes and 64
    air track holes over a strike length of approximately 12,000 feet. Tenneco Minerals Inc.,
    the most active company, drilled approximately 350 holes (130,000 feet) and drove a 500'
    adit for sulfide metallurgical sampling during the period 1987-1996. Tenneco also operated
    a small oxide gold open pit mine for a short time during this period. Nevada Contact Inc.
    (NCI) acquired the property in 2001 and drilled 11 reverse circulation holes, RSM acquired
    the property from NCI in early 2003 as part of a property swap with NCI retaining a 1% NSR
    overriding royalty in the Fondaway Canyon property and $25,000 advance minimum royalty
    payments to the claim holder until 2006 at which time the payments increase to $35,000 per
    year that includes a 3% NSR royalty until buyout. There is a buyout option of $600,000 for
    the owners' interest, option payments apply to the purchase price.

Drill testing of the Tenneco leach pad was unsuccessful in terms of any
    support to continue to further evaluate the potential to do anything with the leach pad.
    RSM plans are to further drill test the sulfide resource as part of a program to upgrade
    the indicated and inferred resources on the property. This program will involve drilling
    underground within the Tenneco adit along with a surface drilling program. A bulk sampling
    program for metallurgical analysis of the sulfide resource will also be included as part
    of an effort to develop a gold recovery process that will achieve the desired results.
    This effort is subject to achieving the necessary state of Nevada permits.

Estimates of prior expenditures on this property are approximately $5-6
    million. The largest portion of these expenditures was contributed by Tenneco Minerals and
    Tundra Mines LTD. This work included extensive drilling, development of a small open pit
    production project and an advanced exploration adit on the property.

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Project Expenditures

To January 31, 2011, cumulative expenditures of $397,813 were incurred
    on the Fondaway project. These costs were incurred in connection with various activities
    performed by the Company on a discretionary basis. As at January 31, 2011 the deferred
    exploration expenditures were written off resulting in a charge of $397,813 on the
    consolidated Statement of Operations. Although the exploration expenditures for this
    project were written off, the Company will continue to pay all lease payments to keep this
    project in good standing. A table of detailed expenditures follows:

|For the years ending | January 31,
        2011 | January 31,
        2010 | January 31,
        2009 | Cumulative from date of
        inception of exploration phase
|-------------------- | ------------------------ | ------------------------ | ------------------------ | --------------------------------------------------------------
|
|
|
|
|
|
|(339,776)            | 37,497                   | 55,822                   | 0                       
|$0                   | $339,776                 | $302,279                 | $0                      

Future Programs

If a financing can be obtained, the Company is planning to perform
    exploration drilling and permitting work totaling approximately $640,000 for the year
    ended January 31, 2012 on the Fondaway project. However, if a financing is not obtained
    there will be no significant Company funded exploration program on the Fondaway project.
    The Company will maintain its 2011 lease payment obligations and claim renewal fees.

The property is without known reserves and the proposed program is
    exploratory in nature.

## Kentucky Project

In an effort to achieve diversity within its natural resource
  portfolio on November 19, 2008, the Company and Sharpe Resources Corporation
  ("Sharpe") entered into an option agreement whereby the Company agreed to an
  option to acquire a 50% interest in coal properties in eastern Kentucky by advancing to
  the project $2 million prior to December 9, 2009. Once the option is exercised by the
  Company a 50/50 Joint Venture agreement will be entered into between the Company and
  Sharpe at which time all expenditures incurred and revenues earned from the coal projects
  will be shared 50 % by the Company and 50% by Sharpe.

Sharpe and the Company are related parties due to the fact that they
  have common management and directors.

Under the terms of the option agreement a 100% interest in a surface
  mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included
  $250,000 to acquire the project and $178,700 for a reclamation bond to cover the state of
  Kentucky reclamation requirements for

Page 29

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this property. The property consists of approximately 1,000 acres of
  coal mineral rights under lease and includes an approved Kentucky Mining Permit, I.D. No.
  919-0066.

On September 11, 2009 this option agreement was amended to allow the
  Company to acquire its 50% interest in the properties by advancing to the project $2
  million by December 9, 2011. As consideration for this amendment the Company cancelled the
  note receivable from Sharpe held by the Company and received a new note from Sharpe in the
  amount of $120,409 on September 9, 2009 repayable in three equal installments on September
  9, 2011, 2012, and 2013.

The Campton Coal Project is approximately 5 miles southeast of the Town
  of Campton adjacent to a paved highway 15 and is situated in Wolfe County at an elevation
  of 900 feet. The topography is gently rising to rolling and moderately steep terrain that
  reflects a dendritic drainage pattern of valleys and ridges that occur at the head of
  these drainages. The ridge elevations within the project area are on the order of
  900-1,250 above sea level with the valley floors in the 9001,000 feet above sea level. The
  area is covered with a hard wood forest that is well supplied with regular rainfall and
  ample vegetation. Electrical power was installed from a nearby power line crossing the
  property from the Licking River Electric Cooperative. The nearest large city is Lexington,
  Kentucky located approximately 70 miles northwest of the project area.

Within Wolfe County, the Company holds mining interests from seven
    properties, containing six coal seams capable of production, namely, in order from the
    bottom sequence to the top: 1) Vires, 2) Grassy, 3) Cannel City, 4) Whitesburg, 5) Fire
    Clay and 6) Fire Clay Rider, hereinafter known as the Seams. The Seams range in thickness
    from 12 inches up to nearly 30 inches within the leasehold boundary. These are the
    surface-minable coals, with no standard room and pillar or long-wall section method
    deep-mineable coal present, as known to date. The Campton mine is

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made up of seven (7) separately owned land parcels having coal mining
    rights by all methods, aggregating 974 acres. Of the 1,000 acres, 272.19 acres are
    permitted for surface mining.

|Original Owner or Lessor      | Area (Acres) | Mining Types | Kentucky Seams | Royalty Rate 
|----------------------------- | ------------ | ------------ | -------------- | -------------
|David Rudd                    | 280 +/-      | C/Area       | All Seams      | 6% F.O.B. Pit
|Kevin and Tara Patton         | 85 +/-       | C/Area       | All Seams      | 6% F.O.B. Pit
|Earl Patton                   | 150 +/-      | C/Area       | All Seams      | 6% F.O.B. Pit
|William and Maggie Hutton     | 90 +/-       | C/Area       | All Seams      | 6% F.O.B. Pit
|Elizabeth and Taylor Caldwell | 109 +/-      | C/Area       | All Seams      | 6% F.O.B. Pit
|Pauline Caldwell              | 110 +/-      | C/Area       | All Seams      | 6% F.O.B. Pit
|Wick & Phyllis Clemons        | 150 +/-      | C/Area       | All Seams      | 6% F.O.B. Pit

C/Area = Contour and Auger/Area or Mountain-top Removal; 
  F.O.B. = Freight on Board sales prices, with deductions for freight and sales commissions

Project Expenditures

To January 31, 2011, cumulative expenditures of $1,483,556 were incurred on the Wolfe
  County, Kentucky project. These costs were incurred in connection with various activities
  performed by the Company on a discretionary basis.

|For the years ending | January 31,
      2011 | January 31,
      2010 | January 31,
      2009 | Cumulative from date of
      inception of exploration phase
|-------------------- | ---------------------- | ---------------------- | ---------------------- | ------------------------------------------------------------
|                     |                        |                        |                       
|$1,370,849           | $1,136,682             | $0                     | $0                    
|(300)                | 300                    | 418,000                | 418,300               
|62                   | 12162                  | 13,827                 | 25,989                
|444                  | 2,925                  | 19,277                 | 22,202                
|17,786               | 29,673                 | 48,680                 | 78,353                
|49,150               | 43,694                 | 163,828                | 207,522               
|15,223               | 35,825                 | 60,655                 | 96,480                
|13,646               | 93,508                 | 306,805                | 400,313               
|0                    | 750                    | 93,260                 | 94,010                
|16,696               | 15,330                 | 12,350                 | 27,680                
|112,707              | 234,167                | 1,136,682              | 1,370,849             
|$1,483,556           | $1,370,849             | $1,136,682             | $1,370,849            

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Future Programs

The Company has successfully negotiated an extension on this project
  and as a result has until December 9, 2011 to exercise its option on this project. The
  Company is maintaining the agreements entered into for this project, however does not
  intend to make any significant expenditures on this project until commodity prices
  strengthen, a financing can be successfully completed or some value can be obtained from
  the sale of this property.

Item 5. Operating and Financial Review and Prospects

A. Operating results.

Royal Standard is an exploration and pre-development stage
  enterprise and is in the process of exploring its resource properties and has not
  determined whether the properties contain economically recoverable reserves. The recovery
  of the amounts shown for the resource properties and the related deferred expenditures is
  dependent upon the existence of economically recoverable reserves, confirmation of the
  Company's interest in the underlying mineral claims, the ability of the Company to obtain
  necessary financing to complete the exploration and, upon future profitable production.

Royal Standard is an exploration-pre-development stage enterprise and,
  as such, currently has no producing properties and no operating income or cash flow, other
  than interest earned on funds invested in short-term deposits (see Item 3.D. - Key
  Information - Risk Factors).

Year Ended January 31, 2011 Compared to the Year Ended January
  31, 2010

The Company's net loss totaled $9,423,108 for the year ended January
  31, 2011, with basic and diluted losses per share of $0.11. This compares with net loss of
  $821,104 with basic and diluted losses per share of $0.01 for the year ended January 31,
  2010. The increase of $8,602,004 in net loss was principally due to a decrease in
  consulting, wages and salaries, the write down of exploration properties, the write down
  of advances made to a related party and a gain on disposal of marketable securities in the
  year ended January 31, 2011.

Year Ended January 31, 2010 Compared to the Year Ended January
  31, 2009

The Company's net loss totaled $821,104 for the year ended January 31,
  2010, with basic and diluted losses per share of $0.01. This compares with net loss of
  $872,981 with basic and diluted losses per share of $0.01 for the year ended January 31,
  2009. The decrease of $41,877 in net loss was principally due to an increase in general
  and administrative expenditures, consulting, wages and salaries, a stock-based
  compensation addition offset by the gain on sale of the Railroad Project property in the
  year ended January 31, 2010.

Year Ended January 31, 2009 Compared to the Year Ended January
  31, 2008

The Company's net loss totaled $872,981 for the year ended January 31,
  2009, with basic and diluted losses per share of $0.01. This compares with a net loss of
  $839,445 with basic and diluted losses per share of $0.01 for the year then ended January
  31.

The increase of $33,536 in net loss was principally due to:

1. A decrease in interest income of $280,472 from January 31, 2008 to
      January 31, 2009. This decrease being the result of less cash resources being invested in
      money market funds and lower interest rates being paid on invested funds during the year
      ended January 31, 2009.

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> During the year ended January 31, 2008 the interest income was offset by
>         a write off of exploration properties in the amount of $145,460, stock-based compensation
>         of $853,953 and an increased consulting, wages and salaries of approximately $480,000.
>         None of these activities took place for the year ended January 31, 2009.
>       A decrease in foreign currency adjustments of $1,385,599 from January
>         31, 2008 to January 31, 2009. This decrease is the result of US foreign currency exchange
>         rate fluctuations between the two periods.

## B. Liquidity and capital
  resources.

The activities of the Company, principally the acquisition of
  properties prospective for gold and coal are financed through the completion of an equity
  or debt financing, the exercise of stock options or the sale of exploration properties or
  marketable securities owned by the Company. For the year ended January 31, 2011, the cash
  resources of the Company decreased by $643,741. The decrease in cash resources is a result
  of the use of such resources to meet its commitments and to maintain its exploration
  projects and the payment of general expenses of the Company. There is no assurance that
  future sales or equity or debt capital will be available to the Company in the amounts or
  at the times desired, or on terms that are acceptable to the Company, if at all (see Item
  3.D. - Key Information - Risk Factors).

Year Ended January 31, 2011 Compared to the Year Ended January
  31, 2010

As at January 31, 2011, the Company had $102,038 in cash and cash
  equivalents (January 31, 2010: $745,779). The Company had a working capital deficiency of
  $720,373 as of January 31, 2011, compared to working capital of $529,435 as of January 31,
  2010. Working capital has decreased for the current period presented as a result of funds
  spent on gold and coal projects and maintaining the Company's reporting issuer status and
  operating activities offset by the sale of the marketable securities for the amount of
  $275,695.

Current liabilities of $935,688 were up on January 31, 2011, compared
  to $301,381 as at January 31, 2010 due to the Company's inability to meet its current
  obligations. The current liabilities are primarily due to accruals for exploration
  expenditures, wages and general expenditures. The Company's cash and cash equivalents and
  short-term investments as at January 31, 2011, were not sufficient to pay these
  liabilities. At January 31, 2011 the Company was attempting to secure a debt and/or equity
  financing in order to rectify the working capital deficiency that existed. On June 29,
  2011, the Company announced that it has entered into a secured bridge loan agreement with
  Waterton Global Value, L.P. ("Waterton") pursuant to which Waterton has agreed
  to make an $8,000,000 bridge loan (the "Credit Facility") available to the
  Company. The amounts drawn down under the Credit Facility will incur interest at 6% per
  annum and the scheduled repayment date of the Credit Facility is 16 months after the
  initial closing date. The Credit Facility is secured by amongst other items, the Company's
  real property assets in Nevada.

The Company may draw down up to US $4,000,000 on the Credit Facility
  immediately, and may draw down an additional US$4,000,000 upon completing certain
  operational milestones at the Company's Goldwedge Property located in Nye County,
  Manhattan, Nevada.

In connection with the Credit Facility, the Company has agreed to pay
  Waterton a structuring fee and has also provided Waterton with certain royalty interest
  relating to its Goldwedge Property.

Page 33

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The Company and Waterton have also entered into a gold purchase
  agreement pursuant to which Waterton has agreed to purchase the Company's production.

As of January 31, 2011, the Company had met its capital commitment
  obligations to keep all of its property agreements in good standing.

Year Ended January 31, 2010 Compared to the Year Ended January
  31, 2009

For the year ended January 31, 2010, the Company raised $1.2 million as
  a result of selling its Railroad project property and $330,015 on the sale of exploration
  ore. As a result, the cash resources of the Company decreased less than they would have
  had the property and exploration ore had not been sold. The decrease in cash resources is
  a result of the use of such resources to meet its commitments and to maintain its
  exploration projects and the payment of general expenses of the Company offset by the
  proceeds received on the sale of exploration ore and the sale of the Railroad project
  property.

As at January 31, 2010, the Company had $745,779 in cash and cash
  equivalents (January 31, 2009: $1,701,148). The Company had working capital of $529,435 as
  of January 31, 2010, compared to working capital of $1,757,503 as of January 31, 2009.
  Working capital has decreased for the current period presented as a result of funds spent
  on gold and coal projects and maintaining the Company's reporting issuer status and
  operating activities offset by the proceeds of $1.2 million received on the sale of the
  Railroad Project property and the proceeds of $330,015 on the sale of exploration ore.

January 31, 2010 due to the salaries not paid to certain employees and
  accrued to be paid when a financing is obtained and financial conditions improve. The
  current liabilities are primarily due to accruals for exploration expenditures, wages and
  general expenditures. The Company's cash and cash equivalents and short-term investments
  as at January 31, 2010, are sufficient to pay these liabilities. As of January 31, 2010,
  the Company had met its capital commitment obligations to keep all of its property
  agreements in good standing.

Year Ended January 31, 2009 Compared to the Year Ended January
  31, 2008

As at January 31, 2009, the Company had $1,701,148 in cash and cash
  equivalents (January 31, 2008: $7,209,173). The Company had working capital of $1,857,810
  as of January 31, 2009, compared to working capital of $7,785,550 as of January 31, 2008.
  Working capital has decreased for the current period presented as a result of funds spent
  on gold and coal projects and maintaining the Company's reporting issuer status and
  operating activities.

Current liabilities of $190,288 remained stable as at January 31, 2009,
  compared to $220,737 as at January 31, 2008. The current liabilities are primarily due to
  accruals for exploration expenditures and general expenditures. The Company's cash and
  cash equivalents and short-term investments as at January 31, 2009, are sufficient to pay
  these liabilities.



Due to the nature of the Company's mining business, the acquisition,
  exploration, and, if warranted, the development of mining properties requires significant
  expenditures prior to achieving commercial production. Royal Standard will seek to finance
  such expenditures through the sale of equity, joint venture arrangements with other mining
  companies or the sale of interests in its properties. There can be no assurance, however,
  that the Company will be successful in

Page 34

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raising capital on acceptable terms or in amounts sufficient to finance
  exploration expenditures and/or satisfy its commitments under its agreements with third
  parties. In the event that the Company does not raise capital as planned, it will forfeit
  its rights to the properties, including the sums expended through the dates of such
  forfeitures. See Item 3.D. - Key Information - Risk Factors.

## C.Research and development, patents and licenses, etc.

See Items 4.B, 4D, and 5.A. above.

## D. Trend information.

The economic crisis that started in the financial sector has
  continued to worsen and we are now in the midst of a global recession. The mineral
  exploration business is undergoing massive scaling down. Capital investment in mineral
  exploration has dramatically declined with major new projects being cancelled and delayed,
  and producing properties are subject to shut downs and reduced production. Credit markets
  have become increasingly inaccessible and many exploration companies that, just one year
  ago, had large cash resources to invest in exploration activities are now struggling to
  finance day-to-day operations.

There are uncertainties regarding the price of commodities and the
  availability of equity and debt financing for the purpose of mineral exploration and
  development. The cautious behavior relative to the financial markets has made it difficult
  to raise new capital. However, the Company is optimistic that equity and debt markets will
  improve in 2011-2012.

Current financial markets are likely to be volatile in Canada and the
  United States for the remainder of fiscal 2011 and potentially into 2012, reflecting
  ongoing concerns about the stability of the global economy and weakening global growth
  prospects. As well, concern about global growth has lead to sustained drops in the
  commodity markets. Unprecedented uncertainty in the credit markets has also led to
  increased difficulties in borrowing or raising funds. As a result, the Company may have
  difficulties raising equity or debt financing for the purposes of project development.

Also see Items 4.B. and 5.A. above.

## E. Off balance sheet arrangements.

None

## F. Tabular disclosures of contractual obligations.

The Company's liabilities and obligations for the following five
  years as of January 31, 2010, are summarized below:



|Contractual Obligations | Total      | Less Than 
      1 Year | 1-3 Years | 3-5 Years
|----------------------- | ---------- | ----------------------- | --------- | ---------
|Option Agreements(a)    | $520,000   | $520,000                | $0        | $0       
|Mining Interests (b)    | $795,500   | $159,100                | $318,200  | $318,200 
|Employment Contract (c) | $1,250,000 | $250,000                | $500,000  | $500,000 
|Corporate Expenses(d)   | $2,000,000 | $400,000                | $800,000  | $800,000 

Page 35

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> Gold Wedge ProjectIn order to maintain property on the Gold Wedge Project, the Company has to pay claim
>     renewal fees to the Bureau of Land Management ("BLM") of approximately $15,000.
>     Pinion ProjectIn order to maintain its lease agreements on the Pinion Project, the Company has to
>     make annual payments of $79,100 for the year ended January 31, 2011 and a commitment of
>     $175,000 (incurred) in exploration expenses which include claim renewal fees of $15,000 to
>     the BLM.
>     Fondaway ProjectIn order to maintain the lease agreements on the Fondaway Project, the Company has to
>     make optional payments of $35,000 before and has to pay claim renewal fees to BLM of
>     approximately $15,000.

Management believes that the Company's cash and cash equivalents and
  short term investments are not sufficient to meet its expenditures for the next five years
  as the Company has a working capital deficiency balance of $720,373 (total expected
  expenditures over the next five years - $4,565,500). As a result, the Company will be
  required to raise some capital during this period by way of an equity or debt financing,
  the exercise of options or the sale of an asset to meet its obligations. There is no
  guarantee that the five year time horizon that management has presented will be realized.
  See Item 3.D. - Key Information - Risk Factors.

G. Safe harbor.

Not applicable.

Item 6. Directors, Senior Management and Employees

A. Directors and senior management.

The following table sets out the names of and related information
  concerning each of the officers and directors of Royal Standard.

Page 36

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|NAME                                        | OFFICE HELD                                                      | SINCE      
|------------------------------------------- | ---------------------------------------------------------------- | -----------
|Roland M. Larsen 
      Heathsville, VA     | President, CEO and Director
      Corporate Governance Committee | May, 1996  
|J. Allan Ringler(1) 
      Toronto, Ontario | Director and CFO                                                 | March 2009 
|George A. Duguay 
      Toronto, Ontario    | Secretary                                                        | March, 2009
|Kimberly L. Koerner Brambleton,
      VA    | Director and Treasurer Audit
      Committee                     | May, 2001  
|James B. Clancy 
      Toronto, Ontario     | Director 
      Audit Committee (Chair)                          | March, 2009
|Paul G. Smith 
      Toronto, Ontario       | Director 
      Audit Committee                                  | March, 2009

> Notes:
>     (1) Mr. Ringler resigned as CFO and the Board of Directors effective
>     June 17, 2011 and has not yet been replaced.

The following discussion provides information on the principal
  occupations of the above-named directors and executive officers of the Company within the
  preceding five years.

Roland M. Larsen

Mr. Larsen has 30 years of experience in the natural resource industry,
  both in exploration and management roles. From November 1993 to the present, he has been
  serving as the President of Sharpe Resources Corporation, a junior natural resource
  issuer. From 1981 to 1991, Mr. Larsen served District/Regional Exploration Manager with
  Inc. and BHP Minerals, Inc., both of which are junior natural resource issuers. Earlier in
  his career, he worked with BHP Minerals International Inc. for a period of ten years,
  where he was the Exploration Manager of the Eastern United States and the North Atlantic
  Region. Prior to that, he was the Senior Geologist for NL Industries, Inc. In addition, he
  has several years of experience working with consulting engineering firms including Derry,
  Michner and Booth, and Watts Griffis & McOuat Limited. He is a member of the Society
  of Economic Geologists, the American Association of Professional Geologists and the
  Society of American Institute of Mining, Metallurgy, and Exploration Inc. Mr. Larsen holds
  a B.Sc. and M.Sc. degrees in geology.

J. Allan Ringler

Mr. Ringler has 20 years of experience providing corporate and
  financial services to public companies. He has been President of Allan Ringler Services
  Inc. since January 1989 and was

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previously a partner of Duguay & Ringler Corporate Services, a
  provider of corporate and financial services to public companies, from January 1989 until
  February 2006. Mr. Ringler cofounded Equity Transfer & Trust Company ("Equity
  Transfer"), a provider of transfer agent and corporate trust services, acting as its
  President from November 2002 to January 2006. He has been a director of Grey Horse
  Corporation, the parent company of Equity Transfer since 2004. Mr. Ringler holds a
  Bachelor of Arts degree from the University of Western Ontario and a Bachelor of Commerce
  degree from the University of Windsor. He is a Certified Management Accountant and a
  member of the Institute of Chartered Secretaries and Administrators of Canada.

James B. Clancy

Mr. James B. Clancy is presently Director - Finance for Techint E.
  & C. Canada, involved in a Joint Venture with R.B. Somerville Ltd for three sections
  of the Alberta Clipper Pipeline Project in Western Canada. James has been involved as
  General Manager and/or Chief Financial Officer in the pipeline construction business in
  Canada and overseas for over thirty years. He has an Honours Commerce degree from the
  University of Toronto and is a member of the Canadian Institute of Chartered Accountants.
  Jim presently sits on the board and is Chairman of the Audit Committee of Galantas Gold
  Corporation (TSX VENTURE:GAL)(AIM:GAL).

Paul G. Smith

Paul G. Smith is President and CEO of Grey Horse Corporation (TSX:GHC)
  and CEO of its principal subsidiary, Equity Transfer & Trust Company. Prior to GHC,
  Paul held management positions at BCE, served as Executive Assistant to the Prime Minister
  of Canada, and was an aide to the Ministers of External Affairs and International
  Cooperation. Paul holds an MBA from INSEAD, an MPA from Carleton University, and
  undergraduate degrees from the University of Ottawa. Paul sits on the boards of GHC, VIA
  Rail and the Atlantic Council. He is a member of the C.D. Howe Institute's Financial
  Services Research Initiative and Carleton University's School of Public Policy and
  Administration Leadership Council. Paul's other public company board positions include
  Storage Vault Canada Inc. (TSX VENTURE:SVI).

Kimberly L. Koerner

Ms. Koerner is a Financial Analyst and Consultant. She has been serving
  as the Treasurer of the Company from May 1996 to the present. Ms. Koerner has also been
  serving as the Secretary and Treasurer of Sharpe Energy Company, a U.S. subsidiary of
  Sharpe Resources Corporation, from November, 1995 to the present. From April 1992 to
  February 1994, she served as the Assistant Director, Market Research of the National
  Association of Printing and Publishing Technology, a trade association.  From
  February 2000 to August 2003, she served as the Assistant to the CFO of Argent Ventures
  LLC in New York City.  Ms. Koerner has B.Sc. degree in Finance from the University of
  South Carolina. Ms. Koerner is the daughter of Roland M. Larsen, President, Chief
  Executive Officer and a Director.

George A. Duguay

George Duguay is a senior executive with experience in the technology,
  financial services and resource industries. Since 1988 he has been the President of G.
  Duguay Services Inc, a partner of Duguay & Ringler Corporate Services until February
  2006. A provider of corporate and financial administrative services to public companies G.
  Duguay Services Inc. continues to act as a

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consultant in this area. In addition, Mr. Duguay was a founder of
  Equity Transfer and Trust Company, a provider of transfer agency and corporate trust
  services. He is presently Corporate Secretary of three public companies. During the period
  May 1993 to December 2004, Mr. Duguay served as Director of Genesis Microchip Inc., the
  world's leading supplier of display image processors. Mr. Duguay is a Certified General
  Accountant and an associate of the Institute of Chartered Secretaries.

## B. Compensation.

Overview

The Board of Directors is responsible for setting the overall
  compensation strategy of the Corporation and for evaluating and approving the compensation
  of directors and executive officers. The Corporation has not delegated these
  responsibilities to a separate board committee. The Board of Directors annually reviews
  the base salary, incentive compensation and long-term compensation for the Corporation's
  executive officers to determine if the compensation package for executive officers
  continues to be appropriate or if any modifications are required. Factors considered by
  the Board of Directors in establishing suitable compensation packages for its executive
  officers include, the early stage of development of the Corporation, the small number of
  executive officers, financial resources available to the Corporation, competitive factors
  and the time committed by the executive officer to the affairs of the Corporation.

Objectives of Compensation Program

It is the objective of the Corporation's compensation program to
  attract and retain highly qualified executives and to link incentive compensation to
  performance and shareholder value. It is the goal of the Board of Directors to endeavor to
  ensure that the compensation of executive officers is sufficiently competitive to achieve
  the objectives of the executive compensation program. The Board of Directors gives
  consideration to the Corporation's contractual obligations, performance, quantitative
  financial objectives including relative shareholder return as well as to the qualitative
  aspects of the individual's performance and achievements.

Role of Executive Officers in Compensation Decisions

The Board of Directors will receive and review any recommendations of
  the President and Chief Executive Officer relating to the general compensation structure
  and policies and programs for the Corporation and the salary and benefit levels for
  executive officers.

Elements of the Compensation Program

The Corporation's compensation program comprises (i) base salary and
  (ii) long term incentives including an incentive stock option plan (the "Plan").
  Each component of the executive compensation program is addressed below.

Base Salaries and Benefits

Salaries for executive officers are reviewed annually based on
  corporate and personal performance and on individual levels of responsibility. Salaries of
  the executive officers are not determined based on a specific formula. The Board of
  Directors considers, and, if thought appropriate, approves salaries recommended by the
  President and Chief Executive Officer for the other executive officers of the Corporation.
  As stated above, base salaries are established to be competitive in order to attract and
  retain highly qualified executives.

The Corporation does not provide any pension or retirement benefits to
  its executive officers.

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Long Term Incentives and Stock Option Plan

The Board of Directors administers the Plan that is designed to provide
  a long-term incentive that is linked to shareholder value. The Board of Directors
  determines the number of options to be granted to each executive officer based on the
  level of responsibility and experience required for the position. The Board of Directors
  regularly reviews and where appropriate adjusts the number of options granted to
  individuals and determines the vesting provisions of such options. The Board of Directors
  sets the number of options as appropriate designed to attract and retain qualified and
  talented personnel. The Board of Directors also takes account of the Corporation's
  contractual obligations and the award history for all participants in the Plan.

Option based awards

The Company maintains a Stock Option Plan ("the Plan") which
  was ratified by the shareholders of the Corporation at its last annual meeting held on
  June 27, 2008. The purpose of the Plan is to develop the interest of officers, directors,
  employees, management company employees, and consultants of the Corporation in the growth
  and development of the Corporation by providing them with the opportunity through stock
  options to acquire an increased proprietary interest in the Corporation.

The Plan is a "rolling" plan under which up to 10% of the
  issued and outstanding common shares of the Corporation from time to time, subject to
  adjustment in certain circumstances, may be issued. The full text of the Plan is set out
  in Schedule B to the Management Proxy Circular dated May 12, 2008 filed on SEDAR in
  connection with the holding of the Annual and Special Meeting of Shareholders held on June
  27, 2008.

As of January 31, 2011, the following stock options were outstanding:

Number of Options     Exercise Price
           Expiry Date

7,904,691
                          
  $0.10
                  
  June 26, 2014

On June 26, 2009 the Company cancelled 5,842,500 options (including
  4,155,191 options granted to the CEO of the company) with exercise prices between CDN$0.29
  and CDN$1.44 with various expiry dates between April 13, 2010 and July 13, 2012.

The Corporation did not grant any option-based awards to executive
  officers during the year ended January 31, 2011.

Compensation of Officers

Securities legislation requires the disclosure of compensation received
  by each "Named Executive Officer" of the Corporation for the three most recently
  completed financial years that end on or after December 31, 2008. "Named Executive
  Officer" is defined by the legislation to mean (i) each of Chief Executive Officer
  and Chief Financial Officer of the Corporation and (ii) each of the Corporation's three
  most highly compensated executive officers, or the three most highly compensated
  individuals acting in a similar capacity, other than the Chief Executive Officer and Chief
  Financial Officer, at the end of the most recently completed financial year and whose
  total compensation exceeds C$150,000, and (iii) any additional individual for whom
  disclosure would have been provided under (ii) but for the fact that the individual was
  not serving as an executive officer of the Corporation at the end of the most recently
  completed financial year end of the Corporation.

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The following table sets forth a summary of all compensation for
  services earned during the three most recently completed financial years ended on January
  31, 2011, January 31, 2010 and 2009 by Roland Larsen, who served as President and Chief
  Executive Officer during those periods, Samuel Gulko, who served as Chief Financial
  Officer from February 1, 2008 to July 21, 2008, Leon Walker, who served as Chief Financial
  Officer from July 22, 2008 to March 5, 2009 and J. Allan Ringler who was appointed Chief
  Financial Officer on March 5, 2009. (collectively the "Named Executive
  Officers")..

Summary Compensation Table

> Name and Principal Position
>         Fiscal Year
>         Salary
>         ($)
>         Share-based Awards 
>         ($)
>         Option-based Awards ($)
>         Non-equity Incentive Plan Compensation ($) 
>         Annual & Long Term
>         Pension Value 
>         ($)
>         All Other Compensation ($)
>         Total Compensation ($)Roland M. Larsen, President and CEO
>         2011 
>         2010 
>         2009
>         $317,276 $249,986 $249,995
>         Nil 
>         Nil 
>         Nil
>         Nil $166,207(6) Nil
>         Nil 
>         Nil 
>         Nil
>         N/A 
>         N/A 
>         N/A
>         $10,520(1) $10,520(1) $10,520(1) C$8,000(2)
>         $327,796 $426,713 $268,515Samuel Gulko, CFO(3)
>         2009
>         $23,800
>         Nil
>         Nil
>         Nil
>         N/A
>         Nil
>         $23,800Leon Walker, CFO(4)
>         2010 
>         2009
>         Nil 
>         Nil
>         Nil 
>         Nil
>         Nil 
>         Nil
>         Nil 
>         Nil
>         N/A 
>         N/A
>         Nil 
>         Nil
>         Nil 
>         NilJ. Allan Ringler CFO(5)
>         2011 
>         2010
>         $42,000 $38,500
>         Nil 
>         Nil
>         Nil 
>         $14,000
>         $300,000 
>         Nil
>         N/A 
>         N/A
>         Nil 
>         Nil
>         $42,000
>         $52,500(1) This amount represents $3,346 for Medical Insurance paid by the Corporation and
>           $7,174 for premiums pertaining to a $1,000,000 Term Life Insurance policy on the life of
>           Roland Larsen.
>         (2) C$8,000 was paid to Mr. Larsen as fees pertaining to him acting as a Director of the
>           Corporation and for attending Meetings of the Directors. The payment of these fees was
>           discontinued after January 31, 2009.
>         (3) Samuel Gulko ceased serving as Chief Financial Officer of the Corporation effective
>           July 21, 2008.
>         (4) Leon Walker was appointed Chief Financial Officer effective July 22, 2008 and served
>           until March 5, 2009.
>         (5) J. Allan Ringler was appointed Chief Financial Officer effective March 5, 2009.
>         (6) Roland Larsen was granted 4, 155,191 and J. Allan Ringler was granted 350,000
>           options to acquire common shares granted on June 26, 2009, exercisable at a price of $0.10
>           per common share and expiring on June 26, 2014. The value of the option-based award is
>           calculated using the grant date fair value ($004) multiplied by the number of options
>           granted. The grant date fair value of $0.04 for each option has been calculated using the
>           Black-Scholes Option Pricing Model using the following assumptions: risk-free interest
>           rate of 2.53%; volatility of 187.73%; expected dividend yield of Nil; and expected option
>           life of 5 years.

Incentive Plan AwardsIncentive Plan Awards - Outstanding Share-Based
  Awards and Option-Based Awards

The following table sets forth information in respect of all
  share-based awards and option-based awards outstanding at the end of the financial year
  ended January 31, 2011 in favor of the Named Executive Officers of the Corporation.

Page 41

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|                       |                                                               | Option-based Awards             |                               | Share-based Awards                                           
|---------------------- | ------------------------------------------------------------- | ------------------------------- | ----------------------------- | -------------------------------------------------------------
|Name                   | Number
      of securities underlying unexercised Options (#) | Option
      exercise price ($) | Options
      expiration date | Value
      of unexercised in-the-money options(1) 
      ($)
|Roland
      Larsen    | 4,155,192                                                     | US
      $0.10                  | June
      26, 2014           | Nil                                                          
|J.
      Allan Ringler | 350,000                                                       | US
      $0.10                  | June
      26, 2014           | Nil                                                          

> Notes:
>     (1) Based on the closing price of the common shares on the US OTC
>     Bulletin board of $0.08 on January 31, 2011 less the exercise price in respect of such
>     options.

Incentive Plan Awards - Value Vested or Earned During the Year

There was no value vested or earned during the year ended January 31,
  2011 in respect of option-based awards, share-based awards and non-equity incentive plan
  compensation by Named Executive Officers of the Corporation.

Pension Plan Benefits

The Corporation does not have any pension or retirement plans.

Deferred Compensation Plans

The Corporation does not have any deferred compensation plans.

Employment Contracts

The provision of Roland Larsen's services as President and Chief
  Executive Officer of the Corporation is governed by a Management Employment Agreement
  dated January 1, 2006, between the Corporation and Mr. Larsen (the "Employment
  Agreement"). The Employment Agreement was effective January 1, 2006 and is for a term
  of five years ending on January 1, 2011. The Employment Agreement shall be automatically
  renewed for an additional five years unless a Motion of Termination, as set out in the
  Employment Agreement, is given during the three month period immediately prior to the
  expiration of the first term. The Employment Agreement pursuant to an agreement dated
  January 1, 2011 extended the original agreement from January 1, 2011 until January 1,
  2016.

The Employment Agreement provides for basic compensation of $250,000
  per annum. On January 1, 2011, and on each January 1 during the term of the Employment
  Agreement, the basic compensation may be increased by ten per cent per annum. In addition
  to this increase, under the Employment Agreement Mr. Larsen shall be entitled to
  additional increases in basic compensation at the discretion of the Board of Directors or
  the Compensation Committee. As of January 31, 2011 no increases in basic compensation have
  been granted and the Basic Compensation remains at $250,000. Under the Employment
  Agreement, Mr. Larsen is entitled to fringe benefits, including disability insurance and
  medical benefits and life insurance. Presently the Corporation funds a term life insurance
  policy on the life of Mr. Larsen in the amount of $1,000,000 of which his wife is the
  beneficiary. Under the Employment Agreement, Mr. Larsen may be awarded a bonus with
  respect to certain performance goals set by the Board of Directors or the

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Compensation Committee. For the fiscal year end January 31, 2011 no
  bonus was paid pursuant to the Employment Agreement. The Employment Agreement may be
  terminated by either party on 30 days written notice, and if terminated by Mr. Larsen for
  good reason or by the Corporation without cause, the agreement provides that the
  Corporation shall, in addition to all amounts owing to the date of termination, pay to Mr.
  Larsen the aggregate basic compensation for the greater of three years and the remaining
  term of the Employment Agreement.

The provisions of the services of J. Allan Ringler as Chief Financial
  Officers of the Corporation are not governed by any agreement between him and the
  Corporation.

Compensation of Directors

The following table sets forth all amounts of compensation provided to
  the non-executive directors for the Corporation's most recently completed financial year.

|Name                   | Fees
      earned
      ($) | Share-based
      Awards 
      ($) | Option-based
      Awards 
      ($) | Non-equity
      incentive plan compensation ($) | Pension
      Value 
      ($) | All
      Other Compensation ($) | Total
      
      ($)
|---------------------- | --------------------------- | ----------------------------------- | ------------------------------------ | ------------------------------------------------ | ------------------------------ | -------------------------------- | ----------------------
|James
      Clancy     | C$6,000                     | Nil                                 | Nil                                  | Nil                                              | Nil                            | Nil                              | C$6,000               
|Paul
      G. Smith    | C$5,000                     | Nil                                 | Nil                                  | Nil                                              | Nil                            | Nil                              | C$5,000               
|Kimberly
      Koerner | $5,000                      | Nil                                 | Nil                                  | Nil                                              | Nil                            | Nil                              | $5,000                

Board Fees

During the fiscal year ended January 31, 2011, each of the
  non-executive directors was entitled to annual compensation in the amount of C$5,000 and
  the payments in connection with attending meetings of the Board and meetings of the
  Board's committees. The Non-Executive Chairman of the Board was entitled to additional
  annual compensation as was the Chairman of the Audit Committee.

Incentive Plan Awards for Directors Outstanding Option-Based Awards and
  Share-Based Awards

The following table (presented in accordance with Form 51-102F6) sets
  forth for each non-executive director all awards outstanding at the end of the most
  recently completed financial year, including awards granted before the most recently
  completed financial year.

|                       |                                                                      | Option-based Awards             |                               | Share-based Awards                                           
|---------------------- | -------------------------------------------------------------------- | ------------------------------- | ----------------------------- | -------------------------------------------------------------
|Name                   | Number
      of securities underlying unexercised Options 
      (#) | Option
      exercise price ($) | Options
      expiration date | Value
      of unexercised in-the-money options(1) 
      ($)
|James
      Clancy     | 200,000                                                              | US
      $0.10                  | June
      26, 2014           | Nil                                                          
|Paul
      G. Smith    | 200,000                                                              | US
      $0.10                  | June
      26, 2014           | Nil                                                          
|Kimberly
      Koerner | 2,405,000                                                            | US
      $0.10                  | June
      26, 2014           | Nil                                                          

> Notes:
>       (1) Based on the closing price of the common shares on the US OTC
>       Bulletin board of $0.08 on January 31, 2011 less the exercise price in respect of such
>       options.

Incentive Plan Awards - Value Vested or Earning During the Year

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There was no value vested or earned during the year ended January 31,
  2011 in respect of option-based awards, share-based awards and non-equity incentive plan
  compensation by directors of the Corporation (who are not also Named Executive Officers).

Discussion

The significant terms of all plan-based awards, including non-equity
  incentive plan awards, issued or vested, or under which options have been exercised,
  during the year, or outstanding at year end, are set out above in the Compensation
  Discussion and Analysis. No outstanding options held by directors were exercised during
  the financial year ended January 31, 2011.

Generally, each year the Board considers whether to grant additional
  options to the directors. However, there are no definitive arrangements and such
  consideration is done after review and consideration by the Board of Directors. During the
  fiscal year ended January 31, 2011, no additional options were granted to the directors.

Directors' and Officers' Liability Insurance

The Corporation maintains directors' and officers' liability insurance
  (containing industry standard exclusions and deductibles) in order to protect the
  Corporation and its directors and officers against any legal action which may arise due to
  alleged wrongful acts on the part of directors and officers of the Corporation. The policy
  provides for an aggregate per claim loss coverage of Cdn. $4,000,000 at a premium cost of
  Cdn. $19,000 per annum.

## C. Board practices.

Information regarding the current term of office and length of
  service of the members of the Board of Directors is shown on item 6A.

In April 2003 the Company implemented new corporate governance policies
  pursuant to which the Company has implemented corporate governance practices.

## Responsibilities of the Board of Directors

The Board recognizes it is responsible for the stewardship of the
  business and affairs of the Company and has adopted a set of principles and practices
  setting out its stewardship responsibilities. Under its mandate, the Board seeks to
  discharge such responsibility by reviewing, discussing and approving the Company's
  strategic planning and organizational structure, and supervising management to ensure that
  the foregoing enhance and preserve the underlying value of the Company for the benefit of
  all shareholders. As part of the strategic planning process, the Board contributes to the
  development of a strategic direction for the Company by reviewing, on an annual basis, the
  Company's principal opportunities, the processes that are in place to identify such
  opportunities and the full range of business risks facing the Company, including
  strategic, financial, operational, leadership, partnership and reputation risks. On an
  ongoing basis, the Board also reviews with management how the strategic environment is
  changing, what key business risks and opportunities are appearing and how they are
  managed, including the implementation of appropriate systems to manage these risks and
  opportunities. The performance of management, including the Company's Chief Executive
  Officer, is also supervised to ensure that the affairs of the Company are conducted in an
  ethical manner. The

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Board, directly and through its committees, ensures that the Company
  puts in place, and reviews at least on an annual basis, comprehensive communication
  policies to address how the Company (i) interacts with analysts, investors, other key
  stakeholders and the public, and (ii) complies with its continuous and timely disclosure
  obligations and avoids selective. Finally, the Board monitors the integrity of corporate
  internal control procedures and management information systems to manage such risks and
  ensure that the value of the underlying asset base is not eroded.

The Board from time to time delegates to senior executives the
  authority to enter into certain types of transactions, including financial transactions,
  subject to specified limits. According to the Company's policy, investments and other
  similar expenditures above the specified limits, including major capital projects as well
  as material transactions outside the ordinary course of business, whether on or off
  balance sheet, are reviewed by, and subject to, the prior approval of the Board.

Following are the principles of the Company's corporate governance
  arrangements:

- Subject to the relatively small size of the Company and to business
      needs, the size of the Board must be kept to a sufficiently low number to facilitate open
      and effective dialogue and full participation and contribution of each Director.
- The Board must function as a cohesive team, with shared responsibilities
      and accountabilities that are clearly defined, understood and respected.
- The Board must have the ability to exercise all its supervisory
      responsibilities independent of any influence by management.
- The Board must have access to all the information needed to carry out
      its full responsibilities. Information must be available in a timely manner and in a
      format conducive to effective decision making.
- The Board must develop, implement, and measure effective corporate
      governance practices, processes and procedures.

## Committees of the Board

There is currently one committee of the board of directors being
  the audit committee. The board does not have, nor does it currently intend to form, a
  nominating, compensation or corporate governance committee. It is the view of the board of
  directors that its current size (five) is small enough to make such additional committees
  counter-productive. In addition to regularly scheduled meetings of the board, its members
  are in continuous contact with one another and with the members of senior management. If
  the size of the board were to be enlarged or if the Company were to undergo a substantial
  change in its business and operations, consideration would at that point be given to the
  formation of additional committees. The mandate and activities of the Company's audit
  committee is as follows:

Audit Committee

The Audit Committee shall be composed of three members or such greater number as the
  board of directors may from time to time determine. A majority of the members of the Audit
  Committee shall be resident Canadians and unrelated to the Corporation and all members of
  the Audit Committee shall be non-management directors. Members shall be appointed annually
  from among the members of the board of directors. The Chair of the Audit Committee shall
  be

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appointed by the board of directors. All members of the Audit Committee shall be
  financially literate. An Audit Committee member who is not financially literate may be
  appointed to the Audit Committee provided that the member becomes financially literate
  within a reasonable period of time. The following persons have been initially appointed to
  the Audit Committee, with the Chair to be as designated:

James B. Clancy (Chair) 
  Paul G. Smith 
  Kimberly Koerner

The Audit Committee's primary duties and responsibilities are to:

a) Identify and monitor the management of the principal risks that could impact the
  financial reporting of the Corporation; 
  b) Monitor the integrity of the Corporation's financial reporting process and system of
  internal controls regarding financial reporting and accounting compliance; 
  c) Monitor the independence and performance of the Corporation's external auditors; 
  d) Provide an avenue of communication among the external auditors, management and the
  Board of Directors.

The Audit Committee has the authority to conduct any investigation appropriate to
  fulfilling its responsibilities, and it has direct access to the external auditors as well
  as anyone in the organization. The Audit Committee has the ability to retain, at the
  Corporation's expense, special legal, accounting, or other consultants or experts it deems
  necessary in the performance of its duties.

The Audit Committee shall, in addition to any other duties and responsibilities
  specifically assigned or delegated to it from time to time by the board of directors:

a) Meet with the independent external auditors (the "auditors") and the
  senior management of the Corporation to review the year-end audited financial statements
  of the Corporation which require approval by the board of directors, prior to the issuance
  of any press release in respect thereof; 
  b) Review with senior management and, if necessary, the auditors, the interim financial
  statements of the Corporation prior to the issuance of any press release in respect
  thereof; 
  c) Review the MD&A and press releases containing financial results of the Corporation;
  
  d) Review all prospectuses, material change reports and annual information forms; 
  e) Review the audit plans and the independence of the auditors; 
  f) Meet with the auditors independently of management; 
  g) In consultation with senior management, review annually and recommend for approval by
  the board of directors:

> (i) the appointment of auditors at the annual general meeting of shareholders of the
>     Corporation; 
>     (ii) the remuneration of the auditors; and 
>     (iii) pre-approve all non audit services to be provided to the Corporation by the external
>     auditor;

h) review with the auditors:

> (i) the scope of the audit;
>     Page 46
>     (ii) significant changes in the Corporation's accounting principles, practices or
>     policies; and 
>     (iii) new developments in accounting principles, reporting matters or industry practices
>     which may materially affect the financial statements of the Corporation;

(i) review with the auditors and senior management the results of the annual audit, and
make appropriate recommendations to the board of directors, having regard to, among other
things:

> (i) the financial statements; 
>   (ii) management's discussion and analysis and related financial disclosure contained in
>   continuous disclosure documents; 
>   (iii) significant changes, if any, to the initial audit plan; 
>   (iv) accounting and reporting decisions relating to significant current year events and
>   transactions; 
>   (v) the audit findings report and management letter, if any, outlining the auditors'
>   findings and recommendations, together with management's response, with respect to
>   internal controls and accounting procedures; and
>   (vi) any other matters relating to the conduct of the audit, including the review and
>   opportunity to provide comments in respect of any press releases announcing yearend
>   financial results prior to issue and such other matters which should be communicated to
>   the Audit Committee under generally accepted auditing standards;

j) Review with the auditors the adequacy of management's internal control procedures
and management information systems and inquiring of management and the auditors about
significant risks and exposures to the Corporation that may have a material adverse impact
on the Corporation's financial statements, and inquiring of the auditors as to the efforts
of management to mitigate such risks and exposures; 
k) Monitor policies and procedures for reviewing directors' and officers' expenses and
perquisites, and inquire about the results of such reviews; 
l) Review and approve written risk management policies and guidelines including the
effectiveness of the overall process for identifying the principal risks affecting
financial reporting; 
m) Review issues relating to legal, ethical and regulatory responsibilities to monitor
management's efforts to ensure compliance Including any legal matters that could have a
significant impact on the Corporation's financial statements, the Corporation's compliance
with applicable laws and regulations and inquiries received from regulators of
governmental agencies; and,
n) Establish procedures for:

> (i) the receipt, retention and treatment of complaints received by the issuer regarding
>   accounting, internal accounting controls, or auditing matters; and 
>   (ii) the confidential, anonymous submission by employees of the issuer of concerns
>   regarding questionable accounting or auditing matters.

Corporate Governance Committee

The Board of Directors as a whole takes custody of the Corporate Governance for the
Company and is responsible for the development, maintenance, and disclosure of the
Company's corporate governance practices. The mandate relating to Corporate Governance
includes:

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- developing criteria governing the size and overall composition of the Board;
- conducting an annual review of the structure of the Board and its committees, as well as
    of the mandates of such committees;
- recommending new nominees for the Board (in consultation with the Chairman and the Chief
    Executive Officer); and
- recommending the compensation of directors ensuring that the Company's policy on
    disclosure and insider trading, including communication to the different stakeholders
    about the Company and its subsidiaries, documents filed with securities regulators,
    written statements made in documents pertaining to the Company's continuous disclosure
    obligations, information contained on the Company's Web site and other electronic
    communications, relationships with investors, the media and analysts is timely, factual
    and accurate, and broadly disseminated in accordance with all applicable legal and
    regulatory requirements.

Conflicts of Interest

Some of the directors and officers of Royal Standard also serve as
directors and officers of other companies involved in the resource exploration sector.
Consequently, there exists a possibility for any such officer or director to be placed in
a position of conflict. Each such director or officer is subject to fiduciary duties and
obligations to act honestly and in good faith with a view to the best interests of the
Company. Similar duties and obligations will apply to such other companies. Thus any
future transaction between the Company and such other companies will be for bona fide
business purposes and approved by a majority of disinterested directors of the Company.

## D.Employees.

In addition to the listed officers, at January 31, 2011, the
Company had four full-time and two part-time employees.

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E. Share ownership.

|Name                | Office Held               | Number of Common
    Shares Beneficially Owned or Over Which Control is Exercised(1)(2)
|------------------- | ------------------------- | ---------------------------------------------------------------------------------------
|Roland M. Larsen    | President, CEO & Director | 1,977,000                                                                              
|                    |                           |                                                                                        
|J. Allan Ringler    | Director                  | Nil                                                                                    
|                    |                           |                                                                                        
|James B. Clancy     | Director                  | Nil                                                                                    
|                    |                           |                                                                                        
|Kimberly L. Koerner | Director                  | 160,000                                                                                
|                    |                           |                                                                                        
|Paul G. Smith       | Director                  | Nil                                                                                    
|                    |                           |                                                                                        
|George A. Duguay    | Corporate Secretary       | Nil                                                                                    

(1) The information as to shares beneficially owned or over which control or
direction is exercised not being within the knowledge of the corporation has been
furnished by the respective individuals. 
(2) Pursuant to a Settlement Agreement and Mutual General Release among the Company and
certain shareholders of the Company (the "Settlement Agreement"), dated November
29, 2007, such shareholders agreed that for a period of thirty-six (36) months from the
date of the Settlement Agreement, they will vote or cause to be voted the shares owned,
controlled or directed by them, being a total of 8,229,000 shares, as directed by the
Board, except in the event of an unsolicited take-over bid for the Company that is not
solicited or encouraged by such shareholders. A press release in respect of the Settlement
Agreement was issued by the Company on December 13, 2007. These shares are not included in
the above table.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders

As of January 31, 2011, to the knowledge of the directors and
officers of the Company, no person beneficially owned, directly or indirectly, or
exercised control or direction over, 10% or more of the Company's outstanding common
shares, except the following:

|Name of Shareholder | Number of Common Shares Owned | Percentage of Common Shares Outstanding (1)
|------------------- | ----------------------------- | -------------------------------------------
|CDS & Co.(2)        | 67,834,173                    | 80.896%                                    

Notes: 
(1) Based on 83,853,825 Common Shares issued and outstanding as at January 31, 2011. 
(2) This is a nominee account. To the knowledge of the Company, there is no beneficial
ownership of these shares by this nominee. The shares are held by a number of securities
dealers and other intermediaries holding shares on behalf of their clients who are the
beneficial owners.

B. Related party transactions.

No director, senior officer, principal holder of securities or any
associate or affiliate thereof of Royal Standard or the Company has any material interest,
direct or indirect, in any transaction since the commencement of the Corporation's last
completed financial year or in any proposed

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transaction which, in either case, has or will materially affect the
Corporation, except as disclosed in the financial statements included herein.

## C. Interests of experts and counsel.

Not Applicable.

Item 8. Financial Information

A. Consolidated Statements and Other Financial Information

Following is a list of financial statements filed as part of the
annual report under Item #17

- Auditor's Report for Royal Standard Minerals Inc. for the years ended
    January 31, 2011, 2010, 2009, 2008and 2007
- Consolidated Balance Sheets of Royal Standard Minerals Inc. as at
    January 31, 2011 and 2010
- Consolidated Statements of Operations and Deficit of Royal Standard
    Minerals Inc. for the years ended January 31, 2011, 2010, 2009
- Consolidated Statements of Cash Flows of Royal Standard Minerals Inc.
    for the years ended January 31, 2011, 2010, 2009
- Notes to the Consolidated Financial Statements of Royal Standard
    Minerals Inc.
- Management's Discussion and Analysis for the year ending January 31,
    2011

The consolidated financial statements of Royal Standard Minerals Inc.
were prepared in accordance with generally accepted accounting principles in Canada and
are expressed in United States dollars. For a discussion of the reconciliation of such
financial statements to United States generally accepted accounting principles, see note
#21 of the notes to the consolidated financial statements of Royal Standard Minerals Inc.

## B. Significant Changes.

Future accounting changes

(i) International Financial Reporting Standards ("IFRS")The
Canadian Accounting Standards Board ("AcSB") has confirmed that IFRS will
replace current Canadian GAAP for publicly accountable enterprises, effective for fiscal
years beginning on or after January 1, 2011.

Accordingly, the Company will report interim and annual consolidated
financial statements (with comparatives) in accordance with IFRS beginning with the
quarter ended April 30, 2011. The Company's 2011 interim and annual consolidated financial
statements will include comparative 2010 financial statements, adjusted to comply with
IFRS. Details of the Company's IFRS Plan can be read in the Company's Management
Discussion and Analysis for the Year Ended January 31, 2011 included in Item 17.

IFRS 9 Financial Instruments ("IFRS 9")

IFRS 9 was issued by the IASB in October 2010 and will replace IAS 39
Financial Instruments Recognition and Measurement ("IAS 39"). IFRS 9 used a
single approach to determine whether a

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financial asset is measured at amortized cost or fair value, replacing
he multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its
financial instruments in the context of its business model and the contractual cash flow
characteristics of the financial assets. Most of the requirements in IAS 39 for
classification and measurement of financial liabilities were carried forward unchanged to
IFRS 9. The new standard also requires a single impairment method to be used, replacing
the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods
beginning on or after January 1, 2013.

IFRS 10 Consolidated Financial Statements ("IFRS 10")

IFRS 10 provides a single model to be applied in the control analysis
for all investees, including entities that currently are SPE's in the scope of SIC-12. In
addition, the consolidation procedures are carried forward substantially unmodified from
IAS 27 (208). The Company intends to adopt IFRS 10 in its financial statements for the
annual period beginning on January 1, 2013. The Company is assessing the impact of IFRS 10
on its financial statements.

IFRS 11 Joint Arrangements ("IFRS 11")

IFRS 11 replaces the guidance in IAS 31 Interest in Joint Ventures.
Under IFRS 11, joint arrangements are classified as either joint operations or joint
ventures. IFRS 11 essentially carves out of previous jointly controlled entities, those
arrangements which although structured through a separate vehicle, such separation is
ineffective3 and the parties to the arrangement have rights to the assets and obligations
for the liabilities and are accounted for as joint operations in a fashion consistent with
jointly controlled assets/operations under IAS 31. In addition, under IFRS 11 joint
ventures are stripped of the free choice of equity accounting or proportionate
consolidation; these entities must now use the equity method.

Upon application of IFRS 11, entities which had previously accounted
for joint ventures using proportionate consolidation shall collapse the proportionately
consolidated net asset value (including any allocation of goodwill) into a single
investment balance at the beginning of the earliest period presented. The investment's
opening balance is tested for impairment in accordance with IAS 28 and IAS 36 Impairment
of Assets. Any impairment losses are recognized as an adjustment to opening retained
earnings at the beginning of the earliest period presented. The Company intends to adopt
IFRS11 in its financial statements for the annual period beginning on January 1, 2013. The
Company is assessing the impact of IFRS 11 on its financial statements.

IFRS 13 Fair Value Measurement ("IFRS 13")

IFRS 13, Fair Value Measurement was issued by the IASB on May 12, 2011.
The new standard converges IFRS and US GAAP on how to measure fair value and the related
fair value disclosures. The new standard creates a single source of guidance for fair
value measurements, where fair value is required or permitted under IFRS, by not changing
how fair value is used but how it is measured. The focus will be on an exit price. IFRS 13
is effective for annual periods beginning on or after January 1, 2013, with early adoption
permitted. The Company is assessing the impact of IFRS 13 on its consolidated financial
statements.

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Amendments to Other Standards

In addition, there have been amendments to existing standards,
including IAS 27, Separate Financial Statements and IAS 28, Investments in Associates and
Joint Ventures. IAS 27 addresses accounting for subsidiaries, jointly controlled entities
and associates in non-consolidated financial statements. IAS 28 has been amended to
include joint ventures in its scope and to address the changes in IFRS 10-13.

Future Accounting Changes

The IASB is expected to publish new IFRSs on the following topics
during 2011. The company will assess the impact of these new standards on the Company's
operations as they are published.

- Hedge accounting
- Leases
- Revenue recognition
- Stripping costs and
- Financial instruments

Item 9. The Offer and Listing

## A. Offer and listing details.

The only share capital issued of Royal Standard is its Common
Shares. The Common Shares of Royal Standard are without nominal or par value. Each Common
Share ranks equally with all other Common Shares with respect to dissolution, liquidation
or winding-up of Royal Standard and payment of dividends. The holders of Common Shares are
entitled to one vote for each share held of record on all matters to be voted on by such
holders and are entitled to receive pro rata such dividends as may be declared by the
board of directors of Royal Standard out of funds legally available therefore and to
receive pro rata the remaining property of Royal Standard on dissolution. The holders of
Common Shares have no pre-emptive or conversion rights. The rights attaching to the Common
Shares can only be modified by the affirmative vote of at least two-thirds of the votes
cast at a meeting of shareholders called for that purpose.

The following table sets forth the reported high and low sales prices
and the average daily trading volume of the outstanding Common Shares.

TSX Venture Exchange (stated in Canadian Currency)

|                    |    |                        | **High** | **Low** | **Average
    Daily Volume**
|------------------- | -- | ---------------------- | -------- | ------- | ----------------------------
|January
    1, 2003 | To | March 31,
    2003     | $0.00    | $0.00   | 0                           
|April 1,
    2003   | To | June 30,
    2003      | $0.40    | $0.21   | 13,728                      
|July 1,
    2003    | To | September
    30, 2003 | $0.40    | $0.20   | 151,583                     
|October
    1, 2003 | To | December
    31, 2003  | $0.47    | $0.25   | 53,416                      
|January
    1, 2004 | To | March 31,
    2004     | $0.46    | $0.25   | 78,814                      
|April 1,
    2004   | To | June, 30,
    2004     | $0.46    | $0.30   | 79,530                      
|July 1,
    2004    | To | September
    30, 2004 | $0.42    | $0.29   | 21,137                      
|October
    1, 2004 | To | December
    31, 2004  | $0.47    | $0.26   | 90,704                      
|January
    1, 2005 | To | March 31,
    2005     | $0.45    | $0.26   | 37,522                      

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|April 1,
    2005   | To | June 30,
    2005      | $0.43 | $0.28 | 25,394 
|------------------- | -- | ---------------------- | ----- | ----- | -------
|July 1,
    2005    | To | September
    30, 2005 | $0.75 | $0.33 | 259,892
|October
    1, 2005 | To | December
    31, 2005  | $1.00 | $0.61 | 257,685
|January
    1, 2006 | To | March 31,
    2006     | $1.45 | $0.83 | 258,527
|April 1,
    2006   | To | June 30,
    2006      | $1.65 | $0.93 | 321,319
|July 1,
    2006    | To | September
    30, 2006 | $1.15 | $0.67 | 51,767 
|October
    1, 2006 | To | December
    31, 2006  | $0.79 | $0.40 | 128,733
|January
    1, 2007 | to | March 31,
    2007     | $0.64 | $0.41 | 39,533 
|April 1,
    2007   | To | June 30,
    2007      | $0.85 | $0.45 | 55,800 
|July 1,
    2007    | To | September
    30, 2007 | $0.67 | $0.35 | 127,998
|October
    1, 2007 | To | December
    31, 2007  | $0.58 | $0.39 | 111,618
|January
    1, 2008 | to | March 31,
    2008     | $0.53 | $0.23 | 98,037 
|April 1,
    2008   | To | June 30,
    2008      | $0.31 | $0.18 | 149,619

Over the Counter Bulletin Board (stated in US currency).

|                            | High  | Low   | Average
|--------------------------- | ----- | ----- | -------
|July -
    September 2008   | $0.25 | $0.09 | 24,433 
|October -
    December 2008 | $0.16 | $0.03 | 40,900 
|January -
    March 2009    | $0.45 | $0.03 | 9,500  
|April -
    June 2009       | $0.12 | $0.05 | 123,634
|July -
    September 2009   | $0.08 | $0.04 | 107,933
|October -
    December 2009 | $0.16 | $0.06 | 151,200
|January -
    March 2010    | $0.10 | $0.07 | 53,233 
|April -
    June 2010       | $0.12 | $0.06 | 100,067
|July -
    September 2010   | $0.10 | $0.05 | 35,848 
|October -
    December 2010 | $0.09 | $0.06 | 113,561
|January -
    March 2011    | $0.12 | $0.07 | 97,574 
|April -
    June 2011       | $0.13 | $0.07 | 63,373 

B. Plan of Distribution

Not Applicable

C. Markets

The common shares currently trade on the US-OTC Bulletin Board under the
symbol "RYSMF".

#### D. Selling shareholders.

Not Applicable

#### E. Dilution.

Not Applicable

F. Expenses of the issue.

Not Applicable

Item 10. Additional Information

A. Share capital.

Not applicable

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B. Memorandum and articles of association.

These documents were filed with the registration statement in
November 1996.

C. Material contracts.

1. The provision of Roland Larsen's services as President and Chief
    Executive Officer of the Corporation is governed by a Management Employment Agreement
    dated January 1, 2006, between the Corporation and Mr. Larsen (the "Employment
    Agreement"). The Employment Agreement was effective January 1, 2006 and is for a term
    of five years ending on January 1, 2011. The Employment Agreement shall be automatically
    renewed for an additional five years unless a Motion of Termination, as set out in the
    Employment Agreement, is given during the three month period immediately prior to the
    expiration of the first term. The Employment Agreement pursuant to an agreement dated
    January 1, 2011 extended the original agreement from January 1, 2011 until January 1,
    2016.
2. In order to maintain its property on the Gold Wedge project, the Company
    has to pay claim renewal fees to the Bureau of Land Management ("BLM") of
    approximately $15,000.
3. In order to maintain its lease agreements on the Pinon Project, the
    Company has to make annual payments of $79,100 for the year ended January 31, 2012 and a
    commitment of $175,000 (incurred) in exploration expenses which include claim renewal fees
    of $15,000 to the BLM.
4. In order to maintain the lease agreements on the Fondaway Project, the
    Company has to make optional payments of $35,000 and has to pay claim renewal fees to the
    BLM of approximately $15,000.

D. Exchange controls.

There is no law, governmental decree or regulation in Canada that
restricts the export or import of capital, including foreign exchange controls, or that
affects the remittance of dividends, interest or other payments to non-resident holders of
Common Shares, other than withholding tax requirements and potential capital gain on the
disposition of the Common Shares under certain circumstances. (See Item 10. E. -
Taxation.)

There is no limitation imposed by Canadian law or by the Articles or
other charter documents of the Company on the right of a non-resident to hold or vote
Common Shares, other than as provided by the Investment Canada Act (Canada) as amended,
including as amended by the World Trade Organization Implementation Act (Canada). The
following summarizes the principal features of the Investment Canada Act for non-Canadians
who propose to acquire Common Shares.

The Investment Canada Act (the "Act") enacted on June 20,
1985, as amended, including as amended by the World Trade Organization Implementation Act
(Canada), requires notification and, in certain cases, advance review and approval by the
Government of Canada of the acquisition by a "non-Canadian" of
"control" of a "Canadian business," all as defined in the Act.
"Non-Canadian" generally means an individual who is not a Canadian citizen or
permanent resident, or a Corporation, partnership, trust or joint venture that is
ultimately controlled by non-Canadians. For purposes of the Act, "control" can
be acquired through the acquisition of all or

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substantially all of the assets used in the Canadian business, or the
direct or indirect acquisition of voting interests or shares in an entity that carries on
a Canadian business or which controls the entity which carries on the Canadian business
whether or not the controlling entity is Canadian. Under the Act, control of a Corporation
is deemed to be acquired through the acquisition of a majority of the voting shares of a
Corporation, and is presumed to be acquired where at least one-third, but less than a
majority, of the voting shares of a Corporation or of an equivalent undivided ownership
interest in the voting shares of a Corporation are acquired unless it can be established
that the Corporation is not controlled in fact through the ownership of voting shares.
Other rules apply with respect to the acquisition of non-corporate entities.

All investments to acquire control of a Canadian business are
notifiable, unless they are reviewable. Investments requiring review and approval include:
(i) a direct acquisition of control of a Canadian business with assets with a value of
Cdn. $5,000,000 or more; (ii) an indirect acquisition of control of a Canadian business
where the value of the assets of the Canadian business and of all other Canadian entities
the control of which is acquired directly or indirectly is Cdn. $50,000,000 or more; and
(iii) an indirect acquisition of control of a Canadian business and of all other Canadian
entities the control of which is acquired directly or indirectly is Cdn. $5,000,000 or
more and represents greater than 50% of the total value of the assets of all of the
entities, control of which is being acquired. Subject to certain exceptions, where an
investment is made by a "WTO Investor" (generally, nationals or permanent
residents of World Trade Organization member states, or entities controlled by residents
or nationals of WTO member states) or the Canadian business is controlled by a WTO
Investor, the monetary thresholds discussed above are higher. In these circumstances the
monetary threshold with regard to direct acquisitions is Cdn. $160,000,000 in constant
1995 dollars as determined in accordance with the Act. Indirect acquisitions of Canadian
businesses by or from WTO Investors are not subject to review. The United States is a WTO
member state.

Special rules apply with respect to investments by non-Canadians
(including WTO Investors) to acquire control of Canadian businesses that engage in certain
specified activities, including financial services, transportation services and activities
relating to Canada's cultural heritage or national identity.

If an investment is reviewable, an application for review in the form
prescribed by regulation is normally required to be filed with the Investment Review
Division of Industry Canada prior to the investment taking place and the investment may
not be normally implemented until the review has been completed and ministerial approval
obtained.

The Investment Review Division will submit the application for review
to the Minister of Industry (Canada), together with any other information or written
undertakings given by the acquirer and any representations submitted to the division by a
province that is likely to be significantly affected by the investment. The Minister will
then determine whether the investment is likely to be of "net benefit to
Canada," taking into account the information provided and having regard to certain
factors of assessment prescribed under the Act. Among the factors considered are: (i) the
effect of the investment on the nature and level of economic activity in Canada, including
the effect on employment, on resource processing, on the utilization of parts, components
and services produced in Canada, and on exports from Canada; (ii) the degree and
significance of participation by Canadians in the Canadian business and in any industry in
Canada of which it forms a part; (iii) the effect of the investment on productivity,
industrial efficiency, technological development, product innovation and product variety
in Canada; (iv) the effect of the investment

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on competition within any industry or industries in Canada; (v) the
compatibility of the investment with national industrial, economic and cultural objectives
enunciated by the government or legislature of any province likely to be significantly
affected by the investment; and (vi) the contribution of the investment to Canada's
ability to compete in world markets.

Within 45 days after completed application for review has been
received, the Minister must notify the investor that (a) he is satisfied that the
investment is likely to be of "net benefit to Canada," or

(b) he is unable to complete his review in which case he shall have 30
additional days to complete his review (unless the investor agrees to a longer period) or
(c) he is not satisfied that the investment is likely to be of "net benefit to
Canada." If the Minister is unable to complete his review and no decision has been
taken within the prescribed or agreed upon time, the Minister is deemed to be satisfied
that the investment is likely to be of "net benefit to Canada."

Where the Minister has advised the investor that he is not satisfied
that the investment is likely to be of "net benefit to Canada," the acquirer has
the right to make representations and submit undertakings within 30 days of the date of
notice (or any further period that is agreed upon between the investor and the Minister).
On the expiration of the 30-day period (or an agreed extension), the Minister must notify
the investor whether or not he is satisfied that the investment is likely to be of
"net benefit to Canada." In the latter case, the investor may not proceed with
the investment, or if the investment has already been implemented, must divest itself of
control of the Canadian business.

No securities of the Company are subject to escrow.

## E. Taxation

The following is a summary of certain Canadian federal income tax
provisions applicable to United States corporations, citizens and resident alien
individuals purchasing Common Shares. The discussion is only a general summary and does
not purport to deal with all aspects of Canadian federal taxation that may be relevant to
shareholders, including those subject to special treatment under the income tax laws.
Shareholders are advised to consult their own tax advisors regarding the Canadian federal
income tax consequences of holding and disposing of the Company's Common Shares, as well
as any consequences arising under US federal, state or local tax laws or tax laws of other
jurisdictions outside the United States. The summary is based on the assumption that, for
Canadian tax purposes, the purchasers or shareholders (i) deal at arm's-length with the
Company, (ii) are not residents of Canada, (iii) hold the Common Shares as capital
property and (iv) do not use or hold Common Shares in, or in the course of, carrying on
business in Canada (a "Non-Resident Holder").

Dividends paid to US residents by the Company on the Common Shares
generally will be subject to Canadian non-resident withholding taxes. For this purpose,
dividends will include amounts paid by the Company in excess of the paid-up capital of the
Common Shares on redemption or a purchase for cancellation of such shares by the Company
(other than purchases on the open market). For US corporations owning at least 10% of the
voting stock of the Company, the dividends paid by the Company are subject to a
withholding tax rate of 6% in 1996 and 5% thereafter under the Canada-U.S. Income Tax
Convention (1980), as amended by the Protocol signed on March 17, 1995 (the
"Treaty"). For all other US shareholders, the Treaty reduces the withholding tax
rate from 25% to 15% of the gross dividend. Other applicable tax treaties may reduce the
Canadian tax rate for other Non-Resident Holders.

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A Non-Resident Holder will generally not be subject to tax in Canada on capital gains
realized from disposition of Common Shares, unless such shares are "taxable Canadian
property" within the meaning of the Income Tax Act (Canada). Generally, the Common
Shares would not be taxable Canadian property unless the Non-Resident Holder, together
with related parties, at any time during the five years prior to the disposition of the
Common Shares owned not less than 25% of the issued shares of any class of the capital
stock of the Company. Under the Treaty, a resident of the United States will not be
subject to tax under the Income Tax Act (Canada) in respect of gains realized on the sale
of Common Shares which constitute "taxable Canadian property", provided that the
value of the Common Shares at the time of disposition is not derived principally from real
property located in Canada.

#### F. Dividends and paying agents.

Not applicable.

#### G. Statement by experts

Not applicable.

#### H. Documents on display.

Company documents can be reviewed at 3258 Mob Neck Road, Heathsville, VA 22473 or
One Main Street, Manhattan, Nevada, 89022. You can also obtain copies by writing to either
of these addresses.

#### I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures about Market Risk.

The Company's activities expose it to a variety of financial risks; credit risk,
liquidity risk and market risk. Risk management is carried out by the Company's management
team with guidance from the Audit committee under policies approved by the Board of
Directors. The Board of Directors also provides regular guidance for overall risk
management.

Market risk is the risk of loss that may arise from changes in market
factors such as interest rate, foreign exchange rates and commodity and equity prices. 
(1) Credit riskCredit risk is the risk of loss associated with a counterparty's
inability to fulfill its payment obligations. The Company's credit risk is primarily
attributable to cash, reclamation bonds and due from related parties. The Company has no
significant concentration of credit risk arising from operations. Cash and reclamation
bonds are held with reputable financial institutions, from which management believes the
risk of loss to be minimal. 
(2) Liquidity riskLiquidity risk refers to the risk that the Company will not be
able to meet its financial obligations when they become due, or can only do so at
excessive cost. The Company's approach to managing liquidity risk is to ensure that it
will have sufficient liquidity to meet liabilities when due. As at April 30, 2011, the
Company had a cash balance of $6,846 (January 31, 2011 - $102,038 and February 1, 2010
$745,779) to settle current liabilities of $1,050,000 (January 31, 2011 - $935,688 and
February 1, 2010 - $301,381). All of the Company's financial liabilities have contractual
maturities of less than 60 days and are subject to normal trade terms. The Company
continues to seek sources of additional capital to improve its liquidity position. 
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(3) Market riskMarket risk is the risk of loss that may
arise from changes in market factors such as interest rate, foreign exchange rates and
commodity and equity prices.

> (a) Interest rate risk 
>     Interest rate risk is the risk that the fair value of a financial instrument will
>     fluctuate due to changes in market interest rates. The Company has cash balances and no
>     interest bearing debt. The Company's current policy is to invest excess cash in guaranteed
>     investment certificates, bankers acceptance and money market deposits, with reputable
>     financial institutions. The Company regularly monitors its cash management policy. 
>     (b) Foreign currency risk 
>     Foreign exchange risk arises from future commercial transactions and recognized assets and
>     liabilities denominated in a currency that is not the entity's functional currency. The
>     risk is measured using cash flow forecasting. The Company's functional and reporting
>     currency is the United States dollar ("US dollar") and major purchases are
>     transacted in US dollars. An operating account is maintained in Canadian dollars primarily
>     for settlement of general and corporate expenditures. 
>     (c) Commodity price risk
>     The Company is exposed to price risk with respect to commodity and equity prices. Equity
>     price risk is defined as the potential adverse impact on the Company's earnings due to
>     movements in individual equity prices or general movements in the level of the stock
>     market. Commodity price risk is defined as the potential adverse impact on earnings and
>     economic value due to commodity price movements and volatility. The Company closely
>     monitors commodity prices, as it relates to coal and precious metals in the United States,
>     individual equity movements and the stock market in general to determine the appropriate
>     course of action to be taken by the Company.

#### Sensitivity analysis

As of January 31, 2011, the carrying and fair value amounts of the Company's
financial instruments are approximately equivalent.

Based on management's knowledge and experience of the financial markets, the Company
believes the following movements are "reasonably possible" over a twelve month
period. The sensitivity analysis shown in the notes below may differ materially from
actual results.

- The Company's marketable securities are subject to fair value fluctuations. As at April
    30, 2011, if the fair value of the marketable securities had decreased/increased by 10%
    with all other variables held constant, comprehensive loss for the twelve months ended
    April 30, 2011 would have been approximately $8,400 higher/lower. Similarly, as at April
    30, 2011, reported shareholders' equity would have been approximately $8,400 lower/higher
    as a result of a 10% decrease/increase in the fair value of marketable securities.
- Cash, sundry receivables, due from related parties and accounts payable and accrued
    liabilities denominated in Canadian dollars are subject to foreign currency risk. As at
    April 30, 2011, had the US dollar weakened/strengthened by 5% against the Canadian dollar
    with all other variables held constant, the net loss and comprehensive loss would be
    affected by approximately $40.
- Commodity price risk could adversely affect the Company. In particular, the Company's
    future profitability and viability of development depends upon the world market price of
    coal and precious metals. Coal and precious metals have fluctuated widely in recent years.
    There is no assurance that, even as commercial quantities of coal and precious metals may
    be produced in the future, a profitable market will exist for them. A decline in the
    market price of coal and precious

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> metals may also require the Company to reduce its mineral properties, which could have
>   a material and adverse effect on the Company's value. As at April 30, 2011, the Company is
>   not a coal or precious metal producer. As a result, commodity price risk may affect the
>   completion of future equity transactions such as equity offerings, debt offerings and the
>   exercise of stock options. This may also affect the Company's liquidity and its ability to
>   meet its ongoing obligations.

Item 12. Description of Securities Other than Equity Securities.

Not applicable.

### PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders
and Use of Proceeds.

Not applicable.

Item 15. Controls and Procedures.

## A. Disclosure Controls and Procedures

As of the end of the period covered by this report and based on
their evaluation the Company's principal executive officer and principal financial officer
have concluded that the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a-15(f) and 15d15(f)) were effective to ensure that
the information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported within the
time period specified in Securities and Exchange Commission rules and forms.

## B. Management's Annual Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined under Exchange Act Rules
13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

All internal control systems, no matter how well designed, have
inherent limitations and may not prevent or detect misstatements. Therefore, even those
systems determined to be effective can only provide reasonable assurance with respect to
financial reporting reliability and financial statement preparation and presentation. In
addition, projections of any evaluation of effectiveness to future periods are subject to
risk that controls become inadequate because of changes in conditions and that the degree
of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial
reporting as of January 31, 2011. In making the assessment, management used the criteria
issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Based on its assessment, management concluded that,
as of January 31, 2011, the Company's internal control over financial reporting was
effective to provide

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reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

#### C. Attestation report of the registered public accounting firm.

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

#### D. Changes in Internal Control over Financial Reporting

There were no changes in our internal controls or in other factors that could
affect these controls subsequent to the date of their most recent evaluation.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert.

The board of directors has determined that Director and Audit Committee Member
Mr. James Clancy has the necessary attributes and independence for designation as the
audit committee's financial expert and has designated Mr. Clancy as the financial expert.

#### Item 16B. Code of Ethics.

The company has adopted a Code of Ethics that applies to its Directors and
Executive Officers. The Code of Ethics can be viewed at 3258 Mob Neck Road, Heathsville,
Virginia 22473. It can also be obtained, without charge, by writing to this address.

Item 16C. Principal Accountant Fees and Services.

|                   | Year
    Ending January 31, 
    (CDN $)
|------------------ | ----------------------------------------
|                   | 2011                                    
|Audit Fees         | $50,000                                 
|Audit Related Fees | $0                                      
|Tax Fees           | $0                                      
|All Other Fees     | $0                                      

Policies and Procedures

The Audit Committee, in consultation with senior management, reviews annually and
recommends for approval by the board of directors;

- the appointment of independent auditors at the annual general meeting of shareholders of
    the Corporation;
- the remuneration of the auditors; and
- pre-approval of all non-audit services to be provided to the Corporation by the external
    auditor.

Since the commencement of the Corporation's most recently completed financial year,
every

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recommendation of the Audit Committee to nominate or compensate an external auditor was
adopted by the Board of Directors.

## Item 16D. Exemptions from the Listing Standards for Audit
Committees.

The Company is relying on the exemption in section 6.1 in
Multilateral Instrument 52-110-Audit Committees ("MI 52-110") which
provides that venture issuers (as that term is defined therein) are not required to comply
with certain audit committee composition requirements and have different reporting
obligations, as specified by MI 52-110.

## Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers.

Not applicable.

## Item 16F. Changes in Registrant's Certifying Accountant.

Not applicable.

## Item 16G. Corporate Governance.

Not applicable.

### PART III

Item 17. Financial Statements.

Following is a list of financial statements filed as part of
the annual report.

- Auditor's Report for Royal Standard Minerals Inc. for the years ended
    January 31, 2011, 2010, 2009, 2008and 2007
- Consolidated Balance Sheets of Royal Standard Minerals Inc. as at
    January 31, 2011 and 2010
- Consolidated Statements of Operations and Deficit of Royal Standard
    Minerals Inc. for the years ended January 31, 2011, 2010, 2009
- Consolidated Statements of Cash Flows of Royal Standard Minerals Inc.
    for the years ended January 31, 2011, 2010, 2009
- Notes to the Consolidated Financial Statements of Royal Standard
    Minerals Inc.
- Management's Discussion and Analysis for the year ending January 31,
    2011

The consolidated financial statements of Royal Standard Minerals Inc.
were prepared in accordance with generally accepted accounting principles in Canada and
are expressed in United States dollars. For a discussion of the reconciliation of such
financial statements to United States generally accepted accounting principles, see note
#21of the notes to the consolidated financial statements of Royal Standard Minerals Inc.

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## REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of Royal Standard Minerals Inc.

We have audited the consolidated balance sheets of Royal Standard
Minerals Inc. (An Exploration Stage Company) as at January 31, 2007 and 2006 and the
consolidated statements of mineral properties, operations and deficit and cash flows for
each of the years in the three-year period ended January 31, 2007. These financial
statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted
auditing standards and with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material misstatement.
An audit includes examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company as at
January 31, 2007 and 2006 and the results of its operations and its cash flows for each of
the years in the three-year period ended January 31, 2007 in accordance with Canadian
generally accepted accounting principles.

"McCarney Greenwood LLP"

Toronto, Canada
                                                          
McCarney Greenwood LLP
April 16, 2007
                                                              
Chartered Accountants

Licensed Public Accountants

## Comments by Auditors on United States of America-Canada Reporting
Difference

In the United States, reporting standards for auditors require the
addition of an explanatory paragraph (following the opinion paragraph) when the financial
statements are affected by conditions and events that cast doubt on the Company's ability
to continue as a going concern, such as those described in Note 1 to the consolidated
financial statements. Our report to the shareholders dated April 16, 2007 is expressed in
accordance with Canadian reporting standards which do not require a reference to such
conditions and events in the auditor's report when these are adequately disclosed in the
financial statements.

"McCarney Greenwood LLP"

Toronto, Canada
                                                        
McCarney Greenwood LLP 
April 16, 2007
                                                            
Chartered Accountants

Licensed Public Accountants



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## ROYAL STANDARD MINERALS INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

### FOR THE YEAR ENDED JANUARY 31, 2011







---

Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The following management's discussion and analysis
("MD&A") of the financial condition and results of the operations of Royal
Standard Minerals Inc. (the "Company") constitutes management's review of the
factors that affected the Company's financial and operating performance for the year ended
January 31, 2011. This MD&A was prepared to comply with National Instrument 51-102
– Continuous Disclosure Obligations. The MD&A was prepared as of May 30,
2011. This discussion should be read in conjunction with the audited annual consolidated
financial statements of the Company for the year ended January 31, 2011, together with the
notes thereto and the audited annual consolidated financial statements for the year ended
January 31, 2010, together with the notes thereto, which were prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP"). Unless
otherwise noted, all amounts reported herein are in United States dollars.

For the purposes of preparing this MD&A, management, in conjunction
with the Board of Directors, considers the materiality of information. Information is
considered material if

(1) such information results in, or would reasonably be expected to
result in, a significant change in the market price or value of the Company's common
shares; or (2) there is a substantial likelihood that a reasonable investor would consider
it important in making an investment decision; or (3) if it would significantly alter the
total mix of information available to investors. Management, in conjunction with the Board
of Directors, evaluates materiality with reference to all relevant circumstances,
including potential market sensitivity.

Additional information relating to the Company can be found on SEDAR at
www.sedar.com and on the Company's website at www.royalstandardminerals.com.

## DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A may contain forward-looking statements that are
based on the Company's expectations, estimates and projections regarding its business and
the economic environment in which it operates. These statements (if and when they are
made) are not guarantees of future performance and involve risks and uncertainties that
are difficult to control or predict. The key risks that could cause actual outcomes and
results to differ from those expressed in the forward-looking statements are listed under
the heading Risk Factors in this MD&A. Therefore, actual outcomes and results may
differ materially from those expressed in these forward-looking statements and readers
should not place undue reliance on such statements.

If and when forward-looking information is set out in this MD&A,
the Company will also set out the material risk factors or assumptions used to develop the
forward-looking

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

information. Forward-looking information will be updated as required
pursuant to the requirements of NI 51-102.

## DESCRIPTION OF BUSINESS

The Company is currently active in the States of Nevada and
Kentucky, with projects in Nye (the Goldwedge and Manhattan projects), Elko (the Pinon and
Dark Star projects) and Churchill (the Fondaway Canyon and Dixie-Comstock projects)
Counties, Nevada and Wolfe (Campton Project) County, Kentucky.

The Company's business objective is to continue to invest in the
development of both its Goldwedge gold prospect and other Nevada projects. The Company is
in the process of developing its gold and coal prospects and has not yet determined
whether these properties contain any economic gold or coal deposits. The recoverability of
the amounts shown for both the gold and coal interests is dependent upon: the selling
price of gold and coal at the time the Company intends to mine its properties; the
existence of economically recoverable reserves; the ability of the Company to obtain the
necessary financing to complete exploration and development; government policies and
regulations; and future profitable production or proceeds from disposition of such
properties.

To date, the Company has not discovered an economic deposit. While
discovery of ore-bearing structures may result in substantial rewards, it should be noted
that few properties that are explored are ultimately developed into producing mines.

The Company believes that although the exploration of its existing
projects is positive, mineral exploration in general is uncertain. As a result, the
Company believes that by acquiring additional mineral properties or selling or joint
venturing existing mineral properties, it is able to better minimize overall exploration
risk. In conducting its search for additional mineral properties, the Company may consider
acquiring properties that it considers prospective based on criteria such as the
exploration history of the properties, the location of the properties, or a combination of
these and other factors. Risk factors to be considered in connection with the Company's
search for and acquisition of additional mineral properties include the significant
expenses required to locate and establish mineral reserves; the fact that expenditures
made by the Company may not result in discoveries of commercial quantities of minerals;
environmental risks; risks associated with land title; the competition faced by the
Company; and the potential failure of the Company to generate adequate funding for any
such acquisitions. See "Risk Factors" below.

If the Company can develop a capital structure that will finance itself
for future growth over the next two years the Goldwedge project will continue to be one of
the major focuses of the Company in fiscal 2012. This project is considered to be an
advanced exploration development project that is fully permitted by the Nevada Department
of

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

Environmental Protection (NDEP) for a mine and mill. The Company will
also pursue additional advanced exploration extension drilling at the Pinon and Fondaway
projects and advance the property's state and federal development permits in fiscal 2012
if new funding is obtained to finance this drilling.

## OVERALL PERFORMANCE

Unless the Company can secure a financing in the near future,
the Company will continue to preserve its cash resources by maintaining its exploration
and administrative expenses at a much reduced rate.

The Company is continuing to strategically review its assets to
consider scenarios designed to create some value from the Company's gold and coal
exploration portfolio. The Company announced on September 8, 2009 that it had sold its
Railroad project and received from an unrelated private company net after payout of the
$1.5 million option to purchase 100% of the project $1.2 million, retained a 1% NSR
royalty and received 500,000 common shares of the private company. These shares became
shares in a public company called Gold Standard Ventures Corp. the Company has liquidated
these shares to generate cash for operations of the Company.

The Company has continued to take steps to reduce the level of its
capital outflow until a financing can be completed in order to remain a viable entity. The
Company has reduced its workforce and will cut salaries of all remaining employees and
management. The obvious result of this effort is the curtailment of the Goldwedge project
in the near term. The objective is to reduce expenditures on all levels and to only spend
capital on projects that will enhance the viability of the Company. Further to that goal
the Company has been aggressively pursuing a financing to further the advanced exploration
of the Goldwedge and other projects in Nevada.

The Company does not have sufficient cash on hand to fund its committed
and discretionary exploration and operating activities for fiscal 2012 at current
operating levels.

As at January 31, 2011, the Company had mineral properties valued at
$12,009,423 compared to $19,799,686 as at January 31, 2010. The reason for the decrease in
the value of the mineral properties is the Company incurred $787,166 deferred exploration
expenditures on the Goldwedge Project, reduced by a write off of deferred exploration
expenditures in the amount of $8,437,355 on the Goldwedge Project, incurred $86,995 on
deferred exploration expenditure activities on the Pinon Project, wrote off $339,776 on
deferred exploration expenditure activities on the Fondaway Project and incurred $112,707
on deferred exploration activities on the Kentucky Project.

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

As at January 31, 2011, the Company had a working capital
deficiency of $(720,373) compared to working capital of $529,435 as at January 31, 2010.
The Company had cash and cash equivalents and other current assets of $215,315 as at
January 31, 2011, compared to $830,816 as at January 31, 2010, a decrease of 74.1%. The
decrease is primarily due to the cash expenditures incurred on the Company's exploration
activities, discussed above, operating expenses and the effect of translation on foreign
currency offset by the sale of the marketable securities owned by the Company whereby the
Company received $275,695.

## GOING CONCERN

As at January 31, 2011 the Company had a working capital
deficiency and does not have sufficient cash on hand to fund its committed and
discretionary exploration and operating activities for the remainder of the year. In order
to rectify this situation the Company is attempting to secure a debt and/or equity
financing and has sold some marketable securities.

The consolidated financial statements and this MD&A for the year
ended January 31, 2011 have been prepared on the basis of accounting principles applicable
to a going concern, which assumes that the Company will continue in operation for the
foreseeable future and will be able to realize its assets and discharge its liabilities in
the normal course of operations. The consolidated financial statements and this MD&A
do not include adjustments to the amounts and classification of assets and liabilities
that might be necessary should the Company be unable to continue in business.

MINERAL PROPERTIES

## Goldwedge Project

The Goldwedge project represents the most advanced project
located in the Manhattan district about eight (8) miles south of the Round Mountain mine
and has been issued a mine and mill permit by the Nevada Department of Environmental
Protection (NDEP). The Company has completed construction of a processing plant on site
which includes primary and secondary crushing facilities that feed a gravity recovery
system. In addition, a heap leach pad, silt and fresh water ponds have been completed.
Testing of the various mineral processing functions commenced during April 2007 using
previously extracted stockpiles of low grade gold feed material to process into gold dore'
using the Company's smelter. Due to the reduction in expenditures being incurred on this
project, completion of the test phase of the facility is not expected for several months.
The Company has also commenced the underground development program which includes the
exploration of defined mineralized zones concurrently with the second phase of decline
development. The program has concentrated on the development of a spiral decline as a
means to better explore the deposit at depth. As part of the program a series

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

of crosscuts were constructed at specific intervals to effectively
assess the potential mineralized zones. All material is sampled daily and analyzed for
gold onsite at the Company assay laboratory.

On June 29, 2005 the Company entered into a 5-year Purchase Option
Agreement with a private individual for all of his patented and unpatented mining claims
in the Manhattan Mining District located in Nye County, Nevada. The land package totals
approximately 1600 acres (4 patented, 70 unpatented claims). This property position
adjoins the Company's Goldwedge Mine. The land package includes a number of exploration
targets which are of interest to the Company. In addition, the Company's option includes
the Dixie-Comstock claim group located in Churchill County, Nevada. The Dixie-Comstock is
a 1500 acre property containing a gold system that has been explored by a number of major
mining companies over the past 20 years. It is considered to be an attractive advanced
exploration project. Annual option payments of $48,000 are to be applied to a total
purchase price of $600,000. This option was exercised prior to August 31, 2009 and as a
result this property is 100% owned by the Company.

The Company has recorded an asset retirement obligation on its
Goldwedge Project in the amount of $156,075, representing the estimated costs of the
Company's obligation to restore the property site to its original condition and which is
equal to the amount of the reclamation bond posted by the Company with the State of
Nevada.

*Project Expenditures*

To January 31, 2011, cumulative net expenditures of $8,437,355 were
incurred on the Goldwedge Project consisting of: (1) acquisition costs - $1,192,167; (2)
travel - $398,260; (3) mine development costs - $1,089,100; (4)drilling - $948,793; (5)
general exploration - $133,353 (6) $145,714 – professional fees; (7) consulting,
wages and salaries - $5,222,103; (8) office and general - $1,758,620; (9) analysis and
assays $157,835; (10) supplies, equipment and transportation – $3,677,741; (11)
amortization - $2,481,039; (12) net sale of exploration ore - $330,015; and (13) write
down - $8,437,355. These costs were incurred in connection with various activities the
Company performed on a discretionary basis. Although the deferred exploration expenditures
on this project were written down by 50% the Company still considers this project a very
good prospect and will continue to maintain the claims and continue to increase the
projects value by incurring further exploration expenditures.

*Future Programs*

If a financing is obtained management is anticipating to advance the
production potential on the Goldwedge project by incurring further exploration
expenditures and upgrading the plant. However, if a financing is not obtained there will
be no significant Company

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Royal Standard Minerals Inc.
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

funded exploration program on the Goldwedge project. The Company will maintain its 2012
claim renewal fees and will maintain and complete various operational permits with
regulatory bodies.

## PINON PROJECT

The Company has developed the necessary construction plans for the Pinon project
including surface, heap leach facilities design and open pit modeling of the deposits. All
of this work was completed in preparation for the filing of a mining permit application
with the US Bureau of Mines (BLM) and the Nevada Department of Environmental Protection
(NDEP). A second objective is to update the feasibility studies for the Pinon near surface
oxide deposits.

The Pinon project is made up of a number of lease agreements to lease certain
properties in Elko County, Nevada. The Company is obligated to incur payments of $79,100
and incur exploration expenditures totaling $175,000 to keep the leases in good standing
for the year ended January 31, 2012. The Company has complied with the expenditure
requirements as a result of prior accumulated exploration expenditures carried forward.
The lessors will retain a 5% net smelter return royalty.

The Company has recorded an asset retirement obligation, a bond is in place, in the
amount of $56,658 on its Pinon Project, representing the estimated costs of the Company's
obligation to restore the property site to its original condition as required by the State
of Nevada regulatory authorities.

*Project Expenditures*

To January 31, 2011, cumulative expenditures of $2,088,512 were incurred on the Pinon
Project consisting of: (1) property acquisition costs - $712,923; (2) travel - $78,326;
(3) drilling - $130,600; (4) general exploration – $7,765; (5) professional fees
- $85,941; (6) office and general - $98,120; (7) geologist - $32,653; (8) consulting,
wages and salaries - $643,624; (9) reclamation costs - $167,785 (10) analysis and assays -
$74,042; and (11) supplies, equipment and transportation – $56,733. These costs
were incurred in connection with various activities performed by the Company on a
discretionary basis.

*Future Programs*

The only expenditures anticipated under the Pinon project are to keep the leases in
good standing. If a financing is obtained, the Company will actively pursue the completion
and filing of a mining permit application with the BLM and NDEP on this project for the
year ended January 31, 2012.

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## Fondaway Project

The Fondaway Project is located in Churchill County, Nevada. The
Company has leased 130 unpatented mining claims and is obligated to make a payment of
$35,000 for the year ended January 31, 2012 to keep the lease in good standing. The
lessors will retain a 3% net smelter return royalty on the property.

*Project Expenditures*

To January 31, 2011, cumulative expenditures of $397,813 were incurred
on the Fondaway project consisting of: (1) property acquisition costs - $378,537; (2)
travel - $3,279; (3) drilling - $15,646; and (4) analysis and assays $351. These costs
were incurred in connection with various activities performed by the Company on a
discretionary basis. As at January 31, 2011 the deferred exploration expenditures were
written off resulting in a charge of $397,813 on the consolidated Statement of Operations.
Although the exploration expenditures for this project were written off, the Company will
continue to pay all lease payments to keep this project in good standing.

*Future Programs*

If a financing can be obtained, the Company is planning to perform
exploration drilling and permitting work totaling approximately $640,000 for the year
ended January 31, 2012 on the Fondaway project. However, if a financing is not obtained
there will be no significant Company funded exploration program on the Fondaway project.
The Company will maintain its 2012 lease payment obligations and claim renewal fees.

## Kentucky Project

During 2008 in an effort to achieve diversity within its natural
resource portfolio the Company and Sharpe Resources Corporation ("Sharpe")
entered into an option agreement dated November 19, 2008 whereby the Company agreed to an
option to acquire a 50% interest in coal properties in eastern Kentucky by advancing to
the project $2 million prior to December 9, 2009. Once the option is exercised by the
Company a 50/50 Joint Venture agreement will be entered into between the Company and
Sharpe at which time all expenditures incurred and revenues earned from the coal projects
will be shared 50 % by the Company and 50% by Sharpe.

Sharpe and the Company are related parties due to the fact that they
have common management and directors.

Under the terms of the option agreement a 100% interest in a surface
mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included
$250,000 to

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

acquire the project and $178,700 for a reclamation bond to cover the
state of Kentucky reclamation requirements for this property. The property consists of
approximately 1,000 acres of coal mineral rights under lease.

On September 11, 2009 this option agreement was amended to allow the
Company to acquire its 50% interest in the properties by advancing to the project $2
million by December 9, 2011. As consideration for this amendment the Company cancelled the
note receivable from Sharpe held by the Company and received a new note from Sharpe in the
amount of $120,409 on September 9, 2009 repayable in three equal installments on September
9, 2011, 2012 and 2013.

*Project Expenditures*

To January 31, 2011, cumulative expenditures of $1,483,556 were
incurred on the Wolfe County, Kentucky project consisting of: (1) property acquisition
costs - $418,000; (2) travel - $26,051; (3) professional fees - $96,139; (4) consulting,
wages and salaries $256,672; (5) office and general - $111,703; (6) supplies, equipment
and transportation - $413,959; (7) rent - $94,010; (8) Reclamation costs - $22,646 and (9)
amortization – $44,376. These costs were incurred in connection with various
activities performed by the Company on a discretionary basis.

*Future Programs*

The Company has successfully negotiated an extension on this project
and as a result has until December 9, 2011 to exercise its option on this project. The
Company is maintaining the agreements entered into for this project, however does not
intend to make any significant expenditures on this project until commodity prices
strengthen, a financing can be successfully completed or some value can be obtained from
the sale of the property.

## TECHNICAL DISCLOSURE

All technical disclosure covering the Company's properties was
prepared under the supervision of Roland M. Larsen, the CEO and a director of the Company
and a "Qualified Person" within the meaning of National Instrument 43-101.

## ENVIRONMENTAL LIABILITIES

The Company is not aware of any environmental liabilities,
obligations or responsibilities associated with the Company's coal and gold interests.

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information of the
  Corporation for the quarterly periods indicated.

|                       | 3 Months   | 3 Months | 3 Months | 3 Months | 3 Months | 3 Months | 3 Months | 3 Months
|---------------------- | ---------- | -------- | -------- | -------- | -------- | -------- | -------- | --------
|                       | Ended      | Ended    | Ended    | Ended    | Ended    | Ended    | Ended    | Ended   
|                       | Jan-31     | Oct-31   | Jul-31   | Apr-30   | Jan-31   | Oct-31   | Jul-31   | Apr-30  
|                       | 2011       | 2010     | 2010     | 2010     | 2010     | 2009     | 2009     | 2009    
|Interest Income        | 1,149      | 130      | 919      | 1,023    | 1,334    | 2,967    | 2,296    | 3,033   
|Foreign Currency       | 12,980     | -7,503   | -1,751   | 3,254    | 3,033    | -15,000  | 15,648   | -4,701  
|Advances Write-off     | -132,060   |          |          |          |          |          |          |         
|Exploration Write-off  | -8,835,168 |          |          |          |          |          |          |         
|Gain on sale of Shares | 275,194    |          |          |          |          |          |          |         
|Expenses               | -346,144   | -84,864  | -111,313 | -198,954 | -578,695 | -372,680 | -332,613 | -128,925
|Net Income (Loss)      | -9,024,049 | -92,237  | -112,145 | -194,677 | -632,284 | 256,442  | -314,669 | -130,593
|Basic & Diluted        |            |          |          |          |          |          |          |         
|Earnings per share     | 0.11       | 0.00     | 0.00     | 0.00     | -0.01    | 0.00     | 0.00     | 0.00    

The net losses for the three months ended April 30, 2009, July 31,
  2009, April 30, 2010, July 31, 2010 and October 31, 2010 principally relate to interest
  income offset by expenses incurred for general working capital purposes except for the net
  loss for July 31, 2009 which had a large offsetting amount of $149,535 for Stock-based
  compensation.

The net income for October 31, 2009 relates to interest income offset
  by expenses incurred for general working capital purposes resulting in a net loss of
  $384,713. This net loss is offset by the gain on sale of the Railroad Project property of
  $641,155 resulting in the net income for the period of $256,442.

The net loss for January 31, 2010 principally relates to interest
  income offset by expenses incurred for general working capital purposes. The net loss is
  offset by a gain on sale of the Railroad Project property of $583,199 which differs by
  $57,956 from the quarter ended October 31, 2009 due to the additional legal expenses
  relating to the transaction expensed during the quarter ended January 31, 2010.

The net loss for January 31, 2011 principally relates to interest
  income offset by expenses incurred for general working capital purposes. The net loss is
  offset by a gain on sale of marketable securities of $275,194, the write off of deferred
  exploration expenditures in

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

the amount of $8,835,168 and the write off of advances made to a
related party in the amount of $132,060.

## RESULTS OF OPERATIONS

Year ended January 31, 2011 compared with the year ended January
  31, 2010

The Company's net loss totaled $9,423,108 for the year ended January
  31, 2011, with basic and diluted losses per share of $0.11. This compares with net loss of
  $821,104 with basic and diluted losses per share of $0.01 for the year ended January 31,
  2010. The increase of $8,602,004 in net loss was principally due to a decrease in
  consulting, wages and salaries, the write down of exploration properties, the write down
  of advances made to a related party and a gain on disposal of marketable securities in the
  year ended January 31, 2011.

Three months ended January 31, 2011 compared with three months ended
  January 31, 2010

The net loss of $9,024,049 for the three months ended January 31, 2011
  principally relates to interest income of $1,149 offset by expenses incurred for general
  working capital purposes of $346,144. The net loss for the three months ended January 31,
  2011 is offset by a gain on sale of marketable securities of $275,194, the write off of
  advances made to a related party in the amount of $132,060 and the write off of deferred
  exploration expenditures in the amount of $8,835,168.

The net loss of $632,284 for the three months ended January 31, 2010
  principally relates to interest income of $1,334 offset by expenses incurred for general
  working capital purposes of $1,161,894. The net loss for the three months ended January
  31, 2010 is offset by $57,956 to reflect the additional legal expenses incurred during the
  quarter relating to the sale of the Railroad project.

## LIQUIDITY AND CAPITAL RESOURCES

The activities of the Company, principally the acquisition of
  properties prospective for gold and coal are financed through the completion of an equity
  or debt financing, the exercise of stock options or the sale of exploration properties or
  marketable securities owned by the Company. For the year ended January 31, 2011, the cash
  resources of the Company decreased by $643,741. The decrease in cash resources is a result
  of the use of such resources to meet its commitments and to maintain its exploration
  projects and the payment of general expenses of the Company.

Page 114

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

There is no assurance that future sales or equity or debt capital will
be available to the Company in the amounts or at the times desired, or on terms that are
acceptable to the Company, if at all. See "Risk Factors" below. As at January
31, 2011, the Company had $102,038 in cash and cash equivalents (January 31, 2010:
$745,779). The Company had working capital deficiency of $720,373 as of January 31, 2011,
compared to working capital of $529,435 as of January 31, 2010. Working capital has
decreased for the current period presented as a result of funds spent on gold and coal
projects and maintaining the Company's reporting issuer status and operating activities
offset by the sale of the marketable securities for the amount of $275,695.

Current liabilities of $935,688 were up on January 31, 2011, compared
to $301,381 as at January 31, 2010 due to the Company's inability to meet its current
obligations. The current liabilities are primarily due to accruals for exploration
expenditures, wages and general expenditures. The Company's cash and cash equivalents and
short-term investments as at January 31, 2011, are not sufficient to pay these
liabilities. The Company is currently attempting to secure a debt and/or equity financing
in order to rectify the working capital deficiency that currently exists.

As of January 31, 2011, the Company had met its capital commitment
obligations to keep all of its property agreements in good standing.

The Company's liabilities and obligations for the following five years
as of January 31, 2011, are summarized below:

|Liabilities and obligations | Total      | January 31, 2012 | January 31, 2013-2014 | January 31, 2015-2016
|--------------------------- | ---------- | ---------------- | --------------------- | ---------------------
|$520,000                    | $520,000   | n/a              | n/a                  
|$795,500                    | $159,100   | $318,200         | $318,200             
|$1,250,000                  | $250,000   | $500,000         | $500.000             
|$2,000,000                  | $400,000   | $800,000         | $800,000             
|$4,565,500                  | $1,329,100 | $1,618,200       | $1,618,200           

Page 115

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

> Goldwedge Project
>     In order to maintain its property on the Goldwedge Project, the
>     Company has to pay claim renewal fees to the Bureau of Land Management ("BLM")
>     of approximately $15,000.
>     Pinon Project
>     In order to maintain its lease agreements on the Pinon Project, the
>     Company has to make annual payments of $79,100 for the year ended January 31, 2011 and a
>     commitment of $175,000 (incurred) in exploration expenses which includes claim renewal
>     fees of $15,000 to BLM.
>     Fondaway Project
>     In order to maintain the lease agreements on the Fondaway Project,
>     the Company has to make annual optional payments of $35,000 and has to pay claim renewal
>     fees to BLM of approximately $15,000.
>     See "Mining Interests" above.

Management believes that the Company's cash and cash equivalents and
short term investments are not sufficient to meet its expenditures for the next five years
as the Company has a working capital deficiency balance of $720,373 (total expected
expenditures over the next five years - $4,565,500). As a result, the Company will be
required to raise some capital during this period by way of an equity or debt financing,
the exercise of options or the sale of an asset to meet its obligations. There is no
guarantee that the five year time horizon that management has presented will be realized.
See "Risk Factors" below.

Page 116

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company has no operating revenues and therefore it must utilize its
current cash reserves, income from short-term investments, funds obtained from the
exercise of stock options and other financing transactions to maintain its capacity to
meet ongoing discretionary exploration and operating activities. Given that the Company
does not have sufficient funds on hand to meet its next five year capital requirements, it
anticipates raising additional funds during the next year by the sale of assets, equity or
debt financing, the exercise of stock options, the sale of short-term investments or the
combination of the methods to generate funds. The Company is attempting to secure a debt
and/or equity financing to raise $10,000,000 to $15,000,000 which would be sufficient
funds to meet its expected expenditures over the next five years.

As of January 31, 2011, the Company had 83,853,825 common shares issued
and outstanding, and options outstanding to acquire 7,904,691 common shares of the Company
that would raise $790,469 if exercised in full. This is not anticipated until financial
markets recover. During the year ended January 31, 2011, no common shares were issued.

To date, the cash resources of the Company are held with the Royal Bank
of Canada.

The Company has no debt and its credit and interest rate risk is
minimal. Accounts payable and accrued liabilities are short-term and non-interest bearing.

The Company's liquidity risk with financial instruments is minimal as
excess cash is invested in highly liquid bank-backed guaranteed investment certificates.

The funds on hand are not adequate to meet the ongoing discretionary
exploration program (See "Mining Interests" above) or the funds to complete the
development of its projects, if warranted. The Company is dependent on external financing
to fund its activities and as a result the Company will spend its existing capital and
raise additional amounts to meet its current discretionary exploration program when
economic conditions permit it to do so.

The market value of the Company's investment in public companies as of
January 31, 2011, was $52,000. The Company can sell the securities to raise funds to
settle its obligations as they arise.

Due to the current market conditions, the Company has decided to
conserve cash; in particular, the Company will scale down its exploration efforts on its
properties and undertake a strategic review of its assets. More specifically, the review
will consider scenarios designed to unlock value in the Company's gold and coal
exploration portfolio. The options being considered include, but are not limited to, sale
of gold or coal assets, joint ventures, and restructuring of assets.

Page 117

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company also intends to reduce monthly discretionary expenditures in a prudent
manner in response to current market conditions. The Company will continue to monitor the
global market situation and may re-adjust its discretionary and committed expenditures,
depending on future market conditions.

RELATED PARTY TRANSACTIONS

|Due from related parties        | January 31, 2011 | January 31, 2010
|------------------------------- | ---------------- | ----------------
|Sharpe Resources Corporation(1) | $-               | $121,740        
|                                | $-               | $121,740        

(1) Sharpe is related to the Company because of common management.
Sharpe has executed a promissory note (the "Note") providing for the repayment
of the Note over a three year period commencing on September 9, 2008. The unpaid balance
of the Note will accumulate interest at the rate of 4% per annum. As consideration for an
extension of the option under the option agreement with Sharpe, on September 9, 2009 this
note was cancelled and Sharpe executed a new promissory note in the amount of $133,134
with an interest rate of 0% providing for the repayment of the note over a three year
period commencing September 9, 2011. The note was written off during the quarter ended
January 31, 2011.

Consulting, wages and salaries for the year ended January 31, 2011
include a bonus accrual of $192,290 (years ended January 31, 2010 - $125,000 and 2009 -
$NIL) and salary paid of $124,986 (years ended January 31, 2010 - $124,986 and 2009 -
$249,995) to the President of the Company.

Consulting, wages and salaries for the year ended January 31, 2011
include a bonus accrual of $21,715 (years ended January 31, 2010 - $5,200 and 2009 - $NIL)
and salary paid of $45,061 (years ended January 31, 2010 - $45,061 and 2009 $82,337) paid
to an employee who is also a family member of the President and Director of the Company.

Compensation for the year ended January 31,2011 of $42,000 CDN (years
ended January 31, 2010 - $38,500 CDN and 2009 $23,080 – former CFO)was paid to
the CFO of the Company.

During the year ended January 31, 2011, a corporation associated with a
director and officer of the Company was paid fees of $7,650 (years ended January 31, 2010
- $6,852 and 2009 - $$9,849).

These transactions were in the normal course of operations and were
measured at the exchange value which represented the amount of consideration established
and agreed to by the related parties.

Page 118

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## CONTINGENCIES

Page 119

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this filing, the Company does not have any off
  balance sheet arrangements that have, or are reasonably likely to have, a current or
  future effect on the results of operations or financial condition of the Company,
  including, and without limitation, such considerations as liquidity and capital resources.

## PROPOSED TRANSACTIONS

The proposed transaction announced on September 7, 2010 announcing
  the Company's attempt to secure a financing, as reported in the July 31, 2010 management
  discussion and analysis, did not get completed. The Company continues to negotiate with
  parties to obtain a debt and or equity financing to obtain funds to continue the advanced
  exploration at the Goldwedge property and to meet its day to day operations.

## CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company's consolidated financial statements
  requires management to make certain estimates that affect the amounts reported in the
  consolidated financial statements. The accounting estimates considered significant are the
  valuation of the Company's mining interests and stock-based compensation.

The policy of capitalizing exploration costs to date does not
  necessarily relate to the future economic value of the exploration properties. The
  valuation of mining interests is dependent entirely upon the discovery of economic mineral
  deposits. Management has considered EIC-174, Accounting by Mining Enterprises for
  Exploration Costs, and have determined that there was an impairment of the carrying value
  of the Fondaway Project and the Goldwegde Project and as a result wrote the deferred
  exploration expenditures of these projects off, creating a charge of $8,835,168 on
  operations of the Company. They also determined that there was no impairment of the
  carrying value of the other projects as disclosed in the consolidated financial statements
  for the year ended January 31, 2011.

The Company uses the Black-Scholes model to determine the fair value of
  stock options. The main factor affecting the estimates of stock-based compensation is the
  stock price volatility used. The Company uses historical price data and comparables in the
  estimate of future volatility.

Page 120

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

Other items requiring estimates for the year ended January 31, 2011,
are future income taxes, accounts payable and accrued liabilities and asset retirement
obligations.

Changes in the accounting estimates in these items may have a material
impact on the financial position of the Company.

## SHARE CAPITAL

The Company is authorized to issue an unlimited number of common
  shares and special shares. As of May 30, 2011, the Company has 83,853,825 common shares
  outstanding.

As of May 30, 2011, the following stock options were outstanding:

Number of Options             
  Exercise Price             
  Expiry Date

7,904,691
                              
  $0.10
                          
  June 26, 2014

On June 26, 2009 the Company cancelled 5,842,500 options with exercise
  prices between CDN$0.29 and CDN$1.44 with various expiry dates between April 13, 2010 and
  July 13, 2012.

The Company's common shares are listed in the United States on the US
  OTC:BB symbol RYSMF.

FUTURE ACCOUNTING CHANGES

## *International Financial Reporting Standards ("IFRS")*

The Canadian Accounting Standards Board ("AcSB") has
  confirmed that IFRS will replace current Canadian GAAP for publicly accountable
  enterprises, effective for fiscal years beginning on or after January 1, 2011.

Accordingly, the Company will report interim and annual consolidated
  financial statements (with comparatives) in accordance with IFRS beginning with the
  quarter ended April 30, 2011. The Company's 2011 interim and annual consolidated financial
  statements will include comparative 2010 financial statements, adjusted to comply with
  IFRS.

**IFRS Transition Plan**

Page 121

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company has established an IFRS transition plan and engaged a third party to assist
with the planning and implementation of its transition to IFRS.

The following summarizes the Company's progress and expectations with respect to its
IFRS transition plan:

|Initial
    scoping and analysis of key areas for which accounting policies may be impacted by the
    transition to IFRS.            | Complete.                                                                             
|------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|Detailed
    evaluation of potential changes required to accounting policies, information systems and
    business processes.         | Complete.                                                                             
|Application
    of (IFRS 1) First time Adoption of International Financial Reporting Standards.                                       | Complete                                                                              
|Final determination of changes to accounting policies
    and choices to be made with respect to first-time adoption alternatives     | In progress, to be completed in conjunction with Q1
    2012 IFRS financial statements
|Resolution of the accounting policy change
    implications on information technology, internal controls and contractual arrangements | In progress, to be completed in conjunction with Q1
    2012 IFRS financial statements
|Management
    and employee education and training                                                                                    | Throughout
    the transition process                                                 
|Quantification
    of the Financial Statement impact of changes in accounting policies                                                | In
    progress, to be completed in conjunction with Q1 2012 IFRS financial statements

## *Impact of Adopting IFRS on the Company's Business*

As part of its analysis of potential changes to significant accounting
policies, the Company is assessing what changes may be required to its accounting systems
and

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

business processes. The Company believes that the changes identified to
date are minimal and the systems and processes can accommodate the necessary changes.

To date, the Company has not identified any contractual agreements that
may be affected by potential changes to significant accounting policies.

The Company's staff and advisors involved in the preparation of the
consolidated financial statements are being trained on the relevant aspects of IFRS and
the anticipated changes to accounting policies. Employees of the Company who will be
affected by a change to business processes as a result of the conversion to IFRS will also
be trained as necessary.

The Board of Directors and the Audit Committee have been regularly
updated on the progress of the IFRS conversion plan, and made aware of the evaluation to
date of the key aspects of IFRS affecting the Company.

## *First time Adoption of IFRS*

The adoption of IFRS requires the application of IFRS 1 First time
  Adoption of International Financial Reporting Standards ("IFRS 1"), which
  provides guidance for an entity's initial adoption of IFRS. IFRS 1 generally requires
  retrospective application of IFRS, effective at the end of its first annual IFRS reporting
  period. However, IFRS 1 also provides certain optional exemptions and mandatory exceptions
  to this retrospective treatment.

The Company has identified the following optional exemptions that it
  expects apply in its preparation of an opening IFRS statement of financial position as at
  February 1, 2010, the Company's transition date:

- To apply IFRS 2 Share based Payments only to equity instruments issued
      after November 7, 2002, and that had not vested by the transition date.
- To apply IFRS 3 Business Combinations prospectively from the transition
      date, therefore not restating business combinations that took place prior to the
      transition date.
- To apply the transition provisions of IFRIC 4 Determining whether an
      Arrangement Contains a Lease, therefore determining if arrangements existing at the
      transition date contain a lease based on the circumstances existing at that date.
- To apply IAS 23 Borrowing Costs prospectively from the transition date.
      IAS 23 requires the capitalization of borrowing costs directly attributable to the
      acquisition, production or construction of certain assets.

Page 123

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

Prior to reporting interim consolidated financial statements in
accordance with IFRS for the quarter ending April 30, 2011, the Company may decide to
apply other optional exemptions contained in IFRS 1.

IFRS 1 does not permit changes to estimates that have been made
previously. Accordingly, estimates used in the preparation of the Company's opening IFRS
statement of financial positions as at the transition date will be consistent with those
made under current Canadian GAAP. If necessary, estimates will be adjusted to reflect any
difference in accounting policy.

## *Impact of Adopting IFRS on the Company's Financial Statements*

The adoption of IFRS will result in
  some changes to the Company's accounting policies that are applied in the recognition,
  measurement and disclosure of balances and transactions in its financial statements.

The following provides a summary of the Company's evaluation to date of
  potential changes to accounting policies in key areas based on the current standards and
  guidance within IFRS. This is not intended to be a complete list of areas where the
  adoption of IFRS will require a change in accounting policies, but to highlight the areas
  the Company has identified as having the most potential for a significant change. The
  International Accounting Standards Board has a number of ongoing projects, the outcome of
  which may have an effect on the changes required to the Company's accounting policies on
  adoption of IFRS. At the present time, however, the Company is not aware of any
  significant expected changes prior to its adoption of IFRS that would affect the summary
  provided below.

## *1. Exploration and Evaluation Expenditures*

IFRS currently allows an entity to determine an accounting policy that
  specifies the treatment of costs related to the exploration for and evaluation of mineral
  properties. The Company expects to establish an accounting policy to expense, as incurred,
  all costs relating to exploration and evaluation until such time as it has determined that
  a property has economically recoverable reserves.

The application of this policy on the adoption of IFRS will have a
  significant impact on the Company's consolidated financial statements. On adoption of
  IFRS, the carrying value of the mineral resource properties will be reduced to zero (as at
  the transition date), with a corresponding adjustment to accumulated deficit. All
  subsequent exploration and evaluation costs will be expensed as incurred until such time
  as it has been determined that a property has economically recoverable reserves.

Page 124

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## *2. Impairment of (Non financial)
  Assets*

IFRS requires a write down of assets if the higher of the fair market
  value and the value in use of a group of assets is less than its carrying value. Value in
  use is determined using discounted estimated future cash flows. Current Canadian GAAP
  requires a write down to estimated fair value only if undiscounted estimated future cash
  flows of a group of assets are less than its carrying value.

The Company's accounting policies related to impairment of non
  financial assets will be changed to reflect these differences. However, the Company does
  not expect that this change will have an immediate impact on the carrying value of its
  assets. The Company will perform impairment assessments in accordance with IFRS at the
  transition date.

## *3. Share based Payments*

In certain circumstances, IFRS requires a different measurement of
  stock based compensation related to stock options than current Canadian GAAP.

The Company does not expect any changes to its accounting policies
  related to share based payments that would result in a significant change to line items
  within its consolidated financial statements.

## *4. Property and Equipment*

IFRS contains different guidance related to recognition and measurement
  of property and equipment than current Canadian GAAP.

The Company does not expect any changes to its accounting policies
  related to property and equipment that would result in a significant change in line items
  within its consolidated financial statements.

## *5. Asset Retirement Obligations (Decommissioning Liabilities)*

IFRS requires the recognition of a decommissioning liability for legal
  or constructive obligations, while current Canadian GAAP only requires the recognition of
  such liabilities for legal obligations. A constructive obligation exists when an entity
  has created reasonable expectations that it will take certain actions.

The Company's accounting policies related to decommissioning
  liabilities will be changed to reflect these differences. However, the Company does not
  expect this change will have an immediate impact on the carrying value of its assets.

Page 125

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

## *6. Income Taxes*

In certain circumstances, IFRS contains different requirements related
  to recognition and measurement of future (deferred) income taxes.

The Company does not expect any changes to its accounting policies
  related to income taxes that would result in a significant change to line items within its
  consolidated financial statements.

## *7. Foreign Currency*

IFRS requires that the functional currency of the Company and its
  subsidiaries be determined separately, and the factors considered to determine functional
  currency are somewhat different than current Canadian GAAP.

Based on the assessment to date, Royal Standard expects that a change
  in the functional currency may be required on adoption of IFRS. The Company has not
  finalized this assessment or whether retrospective application of any change would have a
  significant effect on the financial statements.

## Subsequent Disclosures

Further disclosures of the IFRS transition process are expected
  as follows:

- The Company's first financial statements prepared in accordance with IFRS will be the
      interim consolidated financial statements for the three months ending April 30, 2011,
      which will include notes disclosing transitional information and disclosure of new
      accounting policies under IFRS. The interim consolidated financial statements for the
      three months ended April 30, 2011, will also include 2010 consolidated financial
      statements for the comparative period, adjusted to comply with IFRS, and the Company's
      transition date IFRS statement of financial position (at February 1, 2011).

## MANAGEMENT OF CAPITAL

The Company manages its capital with the following objectives:

- to ensure sufficient financial flexibility to achieve the ongoing
      business objectives including funding of future growth opportunities, and pursuit of
      accretive acquisitions; and
- To maximize shareholder return through enhancing the share value.

Page 126

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company monitors its capital structure and makes adjustments
according to market conditions in an effort to meet its objectives given the current
outlook of the business and industry in general. The Company may manage its capital
structure by issuing securities, repurchasing outstanding shares, adjusting capital
spending, or disposing of assets. The capital structure is reviewed by management and the
Board of Directors on an ongoing basis.

The Company considers its capital to be equity, comprising share
capital, contributed surplus, accumulated other comprehensive income and deficit which at
January 31, 2011, totaled $12,048,633 (January 31, 2010 - $21,479,741)

The Company manages capital through its financial and operational
forecasting processes. The Company reviews its working capital and forecasts its future
cash flows based on operating expenditures, and other investing and financing activities.
The forecast is regularly updated based on activities related to its mineral properties.
Selected information is provided to the Board of Directors of the Company. The Company's
capital management objectives, policies and processes have remained unchanged during the
year ended January 31, 2011. The Company is not subject to any capital requirements
imposed by a lending institution or by any other external body. The Company continues to
investigate sources to obtain capital in order that it can pay off its current working
capital deficiency and obtain sufficient working capital to meet its requirement for
future cash flows required to meet operating expenditures and other investing and
financing activities.

## PROPERTY AND FINANCIAL RISK FACTORS

The Company's gold and coal interests being the Goldwedge Project, Pinon Project,
      Fondaway Project and Kentucky Project ( collectively "Property Interests") are
      the only projects that are currently material to the Company. Unless the Company acquires
      or develops additional material Property Interests, the Company will be solely dependent
      upon its current Property Interests. If no additional Property Interests are acquired by
      the Company, any adverse development affecting the Company's existing Property Interests
      would have a material adverse effect on the Company's financial condition and results of
      its operations.

Page 127

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company's activities expose it to a variety of financial risks:
credit risk, liquidity risk and market risk (including interest rate, foreign exchange
rate and commodity and equity price risk).

Risk management is carried out by the Company's management team with
guidance from the Audit Committee. The Board of Directors provides regular guidance for
overall risk management.

(i) Credit risk

Credit risk is the risk of loss associated with a counterparty's
inability to fulfill its payment obligations. The Company's credit risk is primarily
attributable to cash equivalents. The Company has no significant concentration of credit
risk arising from operations. Cash equivalents consist of money market deposits, which
have been invested with reputable financial institutions, from which management believes
the risk of loss to be minimal.

Financial instruments included in sundry receivables consist of
deposits held with service providers. Sundry receivables are in good standing as of
January 31, 2011. Management believes that the credit risk concentration with respect to
due from related parties is minimal.

The Company`s marketable securities are subject to fair value
fluctuations. Management believes that the credit risk with respect to marketable
securities is remote.

(ii) Liquidity risk

Liquidity risk refers to the risk that the Company will not be able to
meet its financial obligations when they become due, or can only do so at excessive cost.
The Company's approach to managing liquidity risk is to ensure that it will have
sufficient liquidity to meet liabilities when due. As at January 31, 2011, the Company had
a cash balance of $102,038 (January 31, 2010 - $745,779) to settle current liabilities of
$935,688 (January 31, 2010 - $301,381). All of the Company's financial liabilities have
contractual maturities of less than 60 days and are subject to normal trade terms. The
Company continues to negotiate a debt or equity financing to continue its advanced
exploration program on its Goldwedge property and to meet its ongoing obligations.

(iii) Market risk

Market risk is the risk of loss that may arise from changes in market
factors such as interest rate, foreign exchange rates and commodity and equity prices.

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

The Company has cash balances and no interest-bearing debt at this time. The Company's
  current policy is to invest excess cash in guaranteed investment certificates, bankers
  acceptance and money market deposit, with reputable financial institutions. The Company
  regularly monitors its cash management policy.

The Company's functional and reporting currency is the US dollar and
  major purchases are translated in US dollars. An operating account is maintained in
  Canadian dollars primarily for settlement of general corporate expenditures.

The Company is exposed to price risk with respect to commodity and
  equity prices. Equity price risk is defined as the potential adverse impact on the
  Company's earnings due to movements in individual equity prices or general movements in
  the level of the stock market. Commodity price risk is defined as the potential adverse
  impact on earnings and economic value due to commodity price movements and volatility. The
  Company closely monitors commodity prices, as it relates to coal and precious metals in
  the United States, individual equity movements and the stock market in general to
  determine the appropriate course of action to be taken by the Company.

Sensitivity analysis

Based on management's knowledge and experience of the financial
markets, the Company believes the following movements are "reasonably possible"
over a twelve month period.

- Interest rate risk is remote as the interest rates on the Company's
    money market deposits and short-term investments are fixed.
- The Company's marketable securities are subject to fair value
    fluctuations. As at January 31, 2011, if the fair value of the marketable securities had
    decreased/increased by 10% with all other variables held constant, comprehensive loss for
    the year ended January 31, 2011 would have been approximately $5,200 higher/lower.
    Similarly, as at January 31, 2011, reported shareholders' equity would have been
    approximately $5,200 lower/higher as a result of a 10% decrease/increase in the fair value
    of marketable securities.
- Cash and cash equivalents, sundry receivables, and accounts payable and
    accrued liabilities denominated in Canadian dollars are subject to foreign currency risk.
    As at January 31, 2011, had the US dollar weakened/strengthened by 5% against

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

the Canadian dollar with all other variables held constant, the net loss and
comprehensive (loss) would be affected by approximately $5,000.

- Commodity price risk could adversely affect the Company. In particular,
    the Company's future profitability and viability of development depends upon the world
    market price of coal and precious metals. Coal and precious metals have fluctuated widely
    in recent years. There is no assurance that, even as commercial quantities of coal and
    precious metals may be produced in the future, a profitable market will exist for them. A
    decline in the market price of coal and precious metals may also require the Company to
    reduce its mineral properties, which could have a material and adverse effect on the
    Company's value. As at January 31, 2011, the Company is not a coal or precious metal
    producer. As a result, commodity price risk may affect the completion of future equity
    transactions such as equity offerings, debt offerings and the exercise of stock options.
    This may also affect the Company's liquidity and its ability to meet its ongoing
    obligations.

#### RISK FACTORS

*An investment in the securities of the Company is highly speculative and
  involves numerous and significant risks. Such investment should be undertaken only by
  investors whose financial resources are sufficient to enable them to assume such risks and
  who have no need for immediate liquidity in their investment. Prospective investors should
  carefully consider the risk factors described below.*

Exploration Stage Company and Exploration RisksThe Company is a junior resource
  company focused primarily on the acquisition and exploration of mineral properties located
  in USA. The properties of the Company have no established reserves. There is no assurance
  that any of the projects can be mined profitably. Accordingly, it is not assured that the
  Company will realize any profits in the short to medium term, if at all, from its mineral
  properties. Any profitability in the future from the business of exploration will be
  dependent upon developing and commercially mining an economic deposit of minerals, which
  in itself is subject to numerous risk factors. The exploration and development of mineral
  deposits involve a high degree of financial risk over a significant period of time that
  even a combination of management's careful evaluation, experience and knowledge may not
  eliminate. While discovery of ore-bearing structures may result in substantial rewards,
  few properties that are explored are ultimately developed into producing mines. Major
  expenses may be required to establish reserves by drilling and to construct mining and
  processing facilities at a particular site. It is impossible to ensure that the current
  exploration, development and production programs of the Company will result in profitable
  commercial mining operations. The profitability of the Company's operations will be, in
  part, directly related to the cost and success of its exploration and development
  programs, which may be affected by a number of factors. Substantial expenditures are
  required to establish reserves that are

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

sufficient to commercially mine some of the Company's properties and to construct,
complete and install mining and processing facilities on those properties that are
actually mined and developed.

No History of Profitability from Mineral ExplorationThe Company is a
development stage company with no history of profitability from mineral exploration. There
can be no assurance that the operations of the Company will be profitable in the future.
The Company has limited financial resources and will require additional financing to
further explore, develop, acquire, retain and engage in commercial production on its
property interests and, if financing is unavailable for any reason, the Company may become
unable to acquire and retain its mineral concessions and carry out its business plan.

Government RegulationsThe Company's exploration operations are subject to
government legislation, policies and controls relating to prospecting, development,
production, environmental protection, mining taxes and labour standards. In order for the
Company to carry out its mining activities, the Company's exploitation licences must be
kept current. There is no guarantee that the Company's exploitation licences will be
extended or that new exploitation licences will be granted. In addition, such exploitation
licences could be changed and there can be no assurances that any application to renew any
existing licences will be approved. The Company may be required to contribute to the cost
of providing the required infrastructure to facilitate the development of its properties.
The Company will also have to obtain and comply with permits and licences which may
contain specific conditions concerning operating procedures, water use, waste disposal,
spills, environmental studies, abandonment and restoration plans and financial assurances.
There can be no assurance that the Company will be able to comply with any such
conditions.

Market Fluctuations and Commercial QuantitiesThe market for minerals is
influenced by many factors beyond the control of the Company such as changing production
costs, the supply and demand for minerals, the rate of inflation, the inventory of mineral
producing companies, the international economic and political environment, changes in
international investment patterns, global or regional consumption patterns, costs of
substitutes, currency availability and exchange rates, interest rates, speculative
activities in connection with minerals, and increased production due to improved mining
and production methods. The metals industry in general is intensely competitive and there
is no assurance that, even if commercial quantities and qualities of metals are
discovered, a market will exist for the profitable sale of such metals. Commercial
viability of precious and base metals and other mineral deposits may be affected by other
factors that are beyond the Company's control including particular attributes of the
deposit such as its size, quantity and quality, the cost of mining and processing,
proximity to infrastructure and the availability of

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

transportation and sources of energy, financing, government legislation and regulations
including those relating to prices, taxes, royalties, land tenure, land use, import and
export restrictions, exchange controls, restrictions on production, as well as
environmental protection. It is impossible to assess with certainty the impact of various
factors that may affect commercial viability so that any adverse combination of such
factors may result in the Company not receiving an adequate return on invested capital.

Mining Risks and InsuranceThe Company is subject to risks normally encountered
in the mining industry, such as unusual or unexpected geological formations, cave-ins or
flooding. The Company may become subject to liability for pollution, damage to life or
property and other hazards of mineral exploration against which it or the operator if its
exploration programs cannot insure or against which it or such operator may elect not to
insure because of high premium costs or other reasons. Payment of such liabilities would
reduce funds available for acquisition of mineral prospects or exploration and development
and would have a material adverse affect on the financial position of the Company.

Environmental ProtectionThe mining and mineral processing industries are
subject to extensive governmental regulations for the protection of the environment,
including regulations relating to air and water quality, mine reclamation, solid and
hazardous waste handling and disposal and the promotion of occupational health and safety,
which may adversely affect the Company or require it to expend significant funds.

Capital InvestmentThe ability of the Company to continue exploration and
development of its property interests will be dependent upon its ability to raise
significant additional financing hereafter. There is no assurance that adequate financing
will be available to the Company or that the terms of such financing will be favourable.
Should the Company not be able to obtain such financing, its properties may be lost
entirely.

Conflicts of InterestCertain of the directors and officers of the Company may
also serve as directors and officers of other companies involved in base and precious
metal exploration and development and consequently, the possibility of conflict exists.
Any decisions made by such directors involving the Company will be made in accordance with
the duties and obligations of directors to deal fairly and in good faith with the Company
and such other companies. In addition, such directors declare, and refrain from voting on,
any matters in which such directors may have a conflict of interest.

Dependence on Key EmployeesThe Company's business is dependent on retaining the
services of a small number of key employees. The success of the Company is, and will
continue to be, to a significant

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Royal Standard Minerals Inc. 
Management's Discussion and Analysis 
Year Ended January 31, 2011 
Discussion dated May 30, 2011

extent, dependent on the expertise and experience of these employees.
The loss of one or more of these employees could have a materially adverse effect on the
Company.

## DISCLOSURE OF INTERNAL CONTROLS

Management has established processes, which are in place to provide
  them sufficient knowledge to support management representations that they have exercised
  reasonable diligence that (i) the audited consolidated financial statements do not contain
  any untrue statement of material fact or omit to state a material fact required to be
  stated or that is necessary to make a statement not misleading in light of the
  circumstances under which it is made, as of the date of and for the periods presented by
  the audited consolidated financial statements, and (ii) the audited consolidated financial
  statements fairly present in all material respects the financial condition, results of
  operations and cash flows of the Company, as of the date of and for the periods presented
  by the audited consolidated financial statements.

In contrast to the certificate required under National Instrument
  52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), the
  Company utilizes the Venture Issuer Basic Certificate, which does not include
  representations relating to the establishment and maintenance of disclosure controls and
  procedures (DC&P) and internal control over financial reporting (ICFR), as defined in
  NI 52-109. In particular, the certifying officers filing the Certificate are not making
  any representations relating to the establishment and maintenance of:

Investors should be aware that inherent limitations on the ability of
  certifying officers of a venture issuer to design and implement on a cost effective basis
  DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality,
  reliability, transparency and timeliness of interim and annual filings and other reports
  provided under securities legislation.

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Item 18. Financial Statements.

Not applicable.

Item 19. Exhibits.

Exhibit 12 Section 302 Certifications Exhibit 13 Section 906
Certifications

### SIGNATURES

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.

ROYAL STANDARD MINERALS INC.(Registrant) /s/ Roland M.
Larsen Roland M. Larsen, President & CEO

Date: July 26, 2011

Risks Associated with Forward Looking Statements.This
Form 20-F contains certain forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended (the "Securities Act"), and Section 21e
of the securities Exchange Act of 1934, as amended (the "Exchange Act"), which
are intended to be covered by the safe harbors created thereby. Investors and shareholders
are cautioned that all forward-looking statements involve risks and uncertainty, including
without limitation, the ability of the Company to continue its mineral exploration
strategy, complete recommended work programs, the success of the Company in locating
mineral bodies in commercially recoverable quantities, the ability of the Company to
develop the mineral bodies either on its own or in partnership with third parties, the
ability of the Company to acquire interests in mineral exploration properties or mining
claims, as well as market prices for mineral resources, competition and general market
conditions. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the assumptions could
be inaccurate, and therefore, there can be no assurance that the forward-looking
statements included in this Form 20-F will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.



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