UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549



FORM
20-F



[  ]
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



For
the fiscal year ended January 31, 2017



OR



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



For
the transition period from ______ to ______



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: ____________



Commission
File Number 000-28980



Royal
Standard Minerals Inc.(Exact name of Registrant as specified in its charter)



Not
applicable(Translation of Registrant’s name into English)



Canada(Jurisdiction of incorporation or organization)



The
Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1(Address of principal executive offices)



Daniel
CrandallThe Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1



|(416)
    848-9407                                                                          |  | (416)
    361 0923 |  | dcrandall@marrellisupport.ca
|------------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------------------
|(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.





|None                      |  | Not
    applicable                             
|------------------------- |  | -----------------------------------------------
|(Title
    of each class) |  | (Name
    of each exchange on which registered)



Securities
registered or to be registered pursuant to Section 12(g) of the Act.



Common
Shares, without par value(Title of Class)



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



None(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.



As
of January 31, 2017: 920,835,502 Common Shares, without par value



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

Yes
[  ] No [X]



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 Securities Exchange Act of 1934.

Yes
[  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
[X] No [  ]



Indicate
by check mark 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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

Yes
[X] 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.



Large
accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [X]



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



|U.S.
    GAAP [  ] | International
    Financial Reporting Standards as             | Other
    [  ]
|------------------ | -------------------------------------------------------------- | --------------
|                   | issued
    by the International Accounting Standards Board [X] |               



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

[  ]
Item 17 [  ] Item 18



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

Yes
[  ] No [X]


















TABLE
OF CONTENTS



|PART I                                                              |  | 2 
|------------------------------------------------------------------- |  | --
|                                                                    |  |   
|Item 1. Identity of Directors, Senior Management and Advisers       |  | 2 
|Item 2. Offer Statistics and Expected Timetable                     |  | 2 
|Item 3. Key Information                                             |  | 2 
|A. Selected financial data                                          |  | 2 
|B. Capitalization and indebtedness.                                 |  | 3 
|C. Reasons for the offer and use of proceeds                        |  | 3 
|D. Risk factors                                                     |  | 3 
|Item 4. Information on the Company                                  |  | 4 
|A. History and development of the Company                           |  | 4 
|B. Business overview                                                |  | 6 
|C. Organizational structure.                                        |  | 6 
|D. Property, plants and equipment                                   |  | 6 
|Item 4A. Unresolved Staff Comments                                  |  | 6 
|Item 5. Operating and Financial Review and Prospects                |  | 6 
|A. Operating results                                                |  | 6 
|B. Liquidity and capital resources                                  |  | 7 
|C. Research and development, patents and licenses, etc              |  | 7 
|D. Trend information                                                |  | 7 
|E. Off-balance sheet arrangements                                   |  | 7 
|F. Tabular disclosures of contractual obligations                   |  | 7 
|G. Safe harbor.                                                     |  | 8 
|Item 6. Directors, Senior Management and Employees                  |  | 8 
|A. Directors and senior management.                                 |  | 8 
|B. Compensation                                                     |  | 9 
|C. Board practices                                                  |  | 13
|D. Employees.                                                       |  | 17
|E. Share ownership                                                  |  | 17
|Item 7. Major Shareholders and Related Party Transactions           |  | 18
|A. Major shareholders.                                              |  | 18
|B. Related party transactions                                       |  | 18
|C. Interests of experts and counsel                                 |  | 18
|Item 8. Financial Information                                       |  | 19
|A. Statements and Other Financial Information                       |  | 19
|B. Significant Changes                                              |  | 19
|Item 9. The Offer and Listing                                       |  | 19
|A. Offer and listing details                                        |  | 19
|B. Plan of distribution.                                            |  | 20
|C. Markets                                                          |  | 20
|D. Selling shareholders.                                            |  | 20
|E. Dilution                                                         |  | 20
|F. Expenses of the issue.                                           |  | 20
|Item 10. Additional Information                                     |  | 21
|A. Share capital                                                    |  | 21
|B. Memorandum and articles of association.                          |  | 21
|C. Material contracts.                                              |  | 25
|D. Exchange controls.                                               |  | 25
|E. Taxation                                                         |  | 25
|F. Dividends and paying agents.                                     |  | 30
|G. Statement by experts.                                            |  | 30
|H. Documents on display.                                            |  | 30
|I. Subsidiary Information.                                          |  | 31
|Item 11. Quantitative and Qualitative Disclosures About Market Risk |  | 31
|Item 12. Description of Securities Other than Equity Securities     |  | 31



ii







|PART II                                                                               |  | 32 
|------------------------------------------------------------------------------------- |  | ---
|Item 13. Defaults, Dividend Arrearages and Delinquencies                              |  | 32 
|Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds |  | 32 
|Item 15. Controls and Procedures                                                      |  | 35 
|A. Disclosure Controls and Procedures                                                 |  | 35 
|B. Management’s Annual Report on Internal Control over Financial Reporting            |  | 36 
|C. Attestation Report of the Registered Public Accounting Firm                        |  | 36 
|D. Changes in Internal Control over Financial Reporting                               |  | 36 
|Item 16. [Reserved]                                                                   |  | 36 
|Item 16A. Audit Committee Financial Expert                                            |  | 36 
|Item 16B. Code of Ethics                                                              |  | 36 
|Item 16C. Principal Accountant Fees and Services                                      |  | 37 
|Item 16D. Exemptions from the Listing Standards for Audit Committees                  |  | 38 
|Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers      |  | 38 
|Item 16F. Change in Registrant’s Certifying Accountant                                |  | 38 
|Item 16G. Corporate Governance                                                        |  | 38 
|Item 16H. Mine Safety Disclosure                                                      |  | 38 
|PART III                                                                              |  | 38 
|Item 17. Financial Statements                                                         |  | 38 
|Item 18. Exhibits                                                                     |  | 105
|SIGNATURES                                                                            |  | 106



iii







EXPLANATORY
NOTE



Royal
Standard Minerals Inc. (together with its subsidiaries, the “Company,” “Royal Standard” or “RSM”)
is a Canadian issuer eligible to file its annual report pursuant to Section 13(a) of the U.S. Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on Form 20-F. The Corporation is a “foreign private issuer” as defined
in Rule 3b-4 under the Exchange Act and Rule 405 under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
Equity securities of the Company are accordingly under the Exchange Act exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16
of the Exchange Act pursuant to Rule 3a12-3.



The
Company prepares its financial statements in accordance with International Financial Reporting Standards (“IFRS”),
as issued by the International Accounting Standards Board (“IASB”). The Company’s financial statements, which
are filed with this annual report on Form 20-F, may be subject to Canadian auditing and auditor independence standards. They may
not be comparable to financial statements of United States companies.



Unless
otherwise indicated, all dollar amounts in this report are presented in U.S. dollars. The exchange rate of Canadian dollars into
United States dollars, on January 31, 2017, based upon the Bank of Canada noon exchange rate, was U.S.$1.00 = Cdn$1.3427.



FORWARD-LOOKING
STATEMENTS



This
annual report on Form 20-F and the exhibits attached hereto contain “forward-looking statements” within the meaning
of applicable laws concerning the Company’s plans at its properties, plans related to its business and other matters. These
statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet
determinable and assumptions of management.



Any
statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words or phrases such as “expects,” “anticipates,”
“plans,” “estimates” or “intends,” or the negative or other variations of these words or other
comparable words or phrases or stating that certain actions, events or results “may,” “could,” “would,”
“might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking
statements.” Forward-looking statements also include the potential for future growth, indications of potential for economic
extraction, the extraction of material that the Company is able to process, the potential to increase throughput and resource
estimates, exploration and development plans, and the execution of certain agreements including the terms of those agreements.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ
from those reflected in the forward-looking statements, including, without limitation:



| | ● | volatility
    in the financial markets;                                                                                                                                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                              
| | ● | risks
    associated with dilution;· risks related to environmental regulation and liability for past activities;                                                            
| |   |                                                                                                                                                                              
| | ● | risks
    related to the possibility that the Company is a passive foreign investment company; and                                                                           
| |   |                                                                                                                                                                              
| | ● | uncertainty
    associated with U.S. investors enforcing in the United States civil liabilities of the Company and its directors and officers
    who are resident in Canada.



Some
of the important risks and uncertainties that could affect the Company’s forward-looking statements are described further
in “Item 3.D. Risk Factors.” Should one or more of these risks and uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Forward-looking
statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and the Company
undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances
should change, except as required by law. Investors are cautioned against placing undue reliance on forward-looking statements.



1







PART
I



Item
1. Identity of Directors, Senior Management and Advisers



Not
applicable.



Item
2. Offer Statistics and Expected Timetable



Not
applicable.



Item
3. Key Information



A.
Selected financial data.



The
tables below present selected statement of operations and balance sheet data for Royal Standard Minerals Inc. as at and for the
fiscal years ended January 31, 2017, 2016, 2015, 2014 and 2013. The selected financial data presented herein for the fiscal years
ended January 31, 2017 2016, 2015, 2014 and 2013 is prepared in accordance with International Financial Reporting Standards. The
financial data includes the accounts of the Company and, , where applicable, its previously wholly-owned subsidiaries, Kentucky
Standard Energy Company, Inc. (“Kentucky”), and Manhattan Mining Co. (“Manhattan”), both United States
companies which were dissolved during the fiscal year ended January 31, 2014 . See “Item 4. Information on the Company”.



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







|                                   |  | 2017 |             |   | 2016 |   |             | 2015 | 
|---------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | ---- | 
|                                   |  |      |             |   |      |   |             |      | 
|Revenue                            |  | $    | 0           |   |      |   | 0           |      | 
|Finance Income                     |  | $    | 0           |   |      |   | 0           |      | 
|Expenses                           |  | $    | (42,687     | ) |      | $ | (31,301     | )    | 
|Net income (loss)
    for the year |  | $    | (42,687     | ) |      | $ | (31,301     | )    | 
|Deficit, beginning
    of year     |  | $    | (39,281,602 | ) |      | $ | (39,250,301 | )    | 
|Income (loss) per common share:    |  |      |             |   |      |   |             |      | 
|Basic income (loss) per share      |  | $    | 0.00        |   |      |   | 0.00        |      | 
|Diluted income (loss) per share    |  | $    | 0.00        |   |      |   | 0.00        |      | 
|Weighted Average Shares            |  |      |             |   |      |   |             |      | 
|Outstanding-Basic                  |  |      | 920,835,502 |   |      |   | 920,835,502 |      | 
|Outstanding-Diluted                |  |      | 920,835,502 |   |      |   | 920,835,502 |      | 



|Balance
    Sheet   |  | January
    31, 2017 |          |   | January
    31, 2016 |   |         | January
    31, 2015 | 
|------------------- |  | -------------------- | -------- | - | -------------------- | - | ------- | -------------------- | 
|Current
    Assets  |  | $                    | 9,207    |   |                      |   | 14,199  |                      | 
|Equipment, net      |  | $                    | 0        |   |                      |   | 0       |                      | 
|Total Assets        |  | $                    | 9,207    |   |                      |   | 14,199  |                      | 
|Current Liabilities |  | $                    | 144,395  |   |                      |   | 101,585 |                      | 
|Net Assets          |  | $                    | (135,188 | ) |                      | $ | (87,386 | )                    | 



2







|                                   |  | 2014 |             |   | 2013 |  
|---------------------------------- |  | ---- | ----------- | - | ---- | -
|                                   |  |      |             |   |      |  
|Revenue                            |  | $    | 0           |   |      |  
|Finance Income                     |  | $    | 9,138       |   |      |  
|Expenses                           |  | $    | (474,925    | ) |      | $
|Net income (loss)
    for the year |  | $    | 69,225      |   |      | $
|Deficit, beginning
    of year     |  | $    | (39,262,352 | ) |      | $
|Income (loss) per common share:    |  |      |             |   |      |  
|Basic income (loss) per share      |  | $    | 0.00        |   |      | $
|Diluted income (loss) per share    |  | $    | 0.00        |   |      | $
|Weighted Average Shares            |  |      |             |   |      |  
|Outstanding-Basic                  |  |      | 116,053,396 |   |      |  
|Outstanding-Diluted                |  |      | 116,053,396 |   |      |  



|Balance
    Sheet   |  | January
    31, 2014 |         |   | January
    31, 2013 |  
|------------------- |  | -------------------- | ------- | - | -------------------- | -
|Current
    Assets  |  | $                    | 22,360  |   |                      |  
|Equipment, net      |  | $                    | 0       |   |                      |  
|Total Assets        |  | $                    | 22,360  |   |                      |  
|Current Liabilities |  | $                    | 35,917  |   |                      |  
|Net Assets          |  | $                    | (13,557 | ) |                      | $



B.
Capitalization and indebtedness.



Not
applicable.



C.
Reasons for the offer and use of proceeds.



Not
applicable.



D.
Risk factors.



The
operations of the Company involve a number of substantial risks and the securities of the Company are highly speculative in nature.
See the risk factors found in the Management’s Discussion and Analysis for the fiscal year ended January 31, 2017, included
in Item 17 of this Form 20-F.



Additional
Risk Factor



The
Company may be a passive foreign investment company, which has certain adverse consequences for U.S. Holders (as defined herein).



A
non-U.S. corporation generally will be considered a “passive foreign investment company” (a “PFIC”) as
such term is defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for any taxable year if either
(1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets is attributable to assets
that produce or are held for the production of passive income. If the Company were treated as a PFIC for any taxable year in which
a U.S. Holder held the Company’s common shares, certain adverse consequences could apply, including a material increase
in the amount of tax that the U.S. Holder would owe, an imposition of tax earlier than would otherwise be imposed, interest charges
and additional tax form filing requirements.



The
determination of whether a corporation is a PFIC involves the application of complex tax rules. The Company has not made a conclusive
determination as to whether it has been in prior tax years or is currently a PFIC. The Company could have qualified as a PFIC
for past tax years and may qualify as a PFIC currently or in future tax years. However, no assurance can be given as to such status
for prior tax years, for the current tax year or future tax years. U.S. Holders of the Company’s common shares are urged
to consult their own tax advisors regarding the application of U.S. income tax rules. Each U.S. Holder of the Company is urged
to consult a tax advisor with respect to how the PFIC rules affect their situation.



3







Item
4. Information on the Company



A.
History and development of the Company.



Royal
Standard Minerals Inc. was incorporated pursuant to the laws of Canada by articles of incorporation dated December 10, 1986 under
its former name, Resources Minieres Platinor Inc. (“Resources”). 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 the Company 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, “CBCA”) to the laws of the Province
of New Brunswick (Business Corporations Act(New Brunswick)). 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, under the CBCA,
and the articles of continuance provided for an unlimited number of common shares and an unlimited number of preferred shares.
The Company’s common shares are quoted on the United States Over-the-Counter Bulletin Board (“OTC Bulletin Board”),
under the symbol “RYSMF”.



The
registered office of the Company is located at The Canadian Venture Building, 82 Richmond St East, Suite 202, Toronto, Ontario
M5C 1P1. The Company’s telephone number at its registered office is (416) 848-9407.



For
a description of certain of the Company’s principal capital expenditures and divestitures, see “Item 4.D. Property,
plants and equipment.”



On
December 19, 2012, the Company announced the completion of its transaction (the “Transaction”) with Scorpio Gold Corporation
(TSX V:SGN) (“Scorpio”) to sell its Goldwedge and Piñon property interests and the assets related thereto to
Scorpio. Subsequent to the announcement of the non-binding letter of intent with Scorpio on August 29, 2012, the Company slowed
down daily activity at Goldwedge, its flagship operation, while the Transaction was ultimately concluded. During the interim,
the Company focused on a maintenance and upkeep program.



The
Transaction was completed pursuant to the previously announced asset purchase and sale agreement entered into with Scorpio on
October 10, 2012. Pursuant to the Transaction, the interests of the Company and its wholly-owned subsidiary, Manhattan Mining
Co. (“Manhattan”), in the Goldwedge and Piñon properties and the assets related thereto were sold to Scorpio
and its wholly-owned subsidiary Goldwedge LLC for $1.25 million in cash, 3 million common shares of Scorpio and the assumption
by Scorpio of approximately $12 million in principal and all interest, fees and other amounts due on such principal (such amounts
having an approximate current aggregate value of $16,681 million) which were owed by the Company to Waterton Global Value, L.P.,
(“Waterton”) the Company’s principal creditor.



The
completion of the Transaction followed a special meeting of the Company’s shareholders held on November 28, 2012, at which
votes representing 50.08% of the total issued and outstanding shares of the Company as at the record date were cast either by
proxy or in person, with 99.46% of such shares voting in favour of the special resolution approving the Transaction.



Subsequent
to the closing of the Transaction and the sale of its material mineral properties, the Company has used the net proceeds from
the Transaction to fund ongoing operations and to repay existing creditors including through the sale of the Company’s remaining
properties and assets.



On
January 31, 2013, the Company sold its royalty on the Piñon Railroad Property to XDM Royalty Corp. (“XDM”),
for $902,126.



On
January 31, 2013, the Company sold the 3 million common shares it received from Scorpio on the sale of its Goldwedge and Piñon
property interests and the related assets thereto to Waterton for $1,651,320.



4







On
August 9, 2013, the Company and its wholly-owned subsidiary, Manhattan, completed the sale of its Fondaway Canyon and Dixie-Comstock
Gold Properties (the “Assets”) to American Innovative Minerals LLC (“AIMLLC”). The Assets were sold on
an “as is where is” basis for cash consideration of $144,000. In addition, as a condition to the closing of the transaction,
Hale Capital Management, LP and Hale Capital Partners, LP (collectively, “Hale Capital”), delivered to the Company
a full and final release and settlement relating to the legal action commenced by Hale Capital on September 27, 2011 (see below
under “Contingencies” (b)). A stipulation of dismissal with prejudice was filed with the Supreme Court of the State
of New York dismissing all claims against the Company and Manhattan in connection with that litigation.



Subsequently,
the Company submitted articles of dissolution for Manhattan to the Nevada Secretary of State and Manhattan was dissolved on November
7, 2013.



On
August 27, 2013, the Company’s wholly-owned subsidiary, Kentucky, entered into a settlement and release agreement with Pick
& Shovel Mining (“Pick & Shovel”) and Roger and Jacqueline Stacy pursuant to which, in consideration for a
cash settlement payment of $8,000 and transfer of certain equipment by Kentucky to Pick & Shovel, the parties resolved to
waive and release any claims relating to a prior claim between the parties (see below under “Contingencies” (a)).
In addition, Kentucky relinquished its interest in a bond posted on Permit No. 919-0066 and Pick & Shovel agreed to be solely
responsible for such Permit and all related claims and issues asserted by the Kentucky Energy and Environment Cabinet.



Subsequently,
the Company submitted articles of dissolution for Kentucky to the Kentucky Secretary of State and Kentucky was dissolved on September
5, 2013.



On
January 17, 2014, the Company announced that it completed a corporate reorganization consisting of a debt conversion, private
placement and change of management.



Under
the debt conversion, the Company issued an aggregate of 755,654,241 common shares at an effective price of CDN $0.0002216 per
share to settle aggregate indebtedness of CDN $167,452.98. Under the non-brokered private placement, the Company issued and sold
an aggregate of 81,227,436 common shares at a price of CDN $0.0002216 per share raising gross proceeds of CDN $18,000. The net
proceeds from the placement will be used by the Company for general corporate purposes and working capital.



To
facilitate the completion of the debt conversion and private placement transactions, the shareholder rights plan of the Company
was amended and application of the plan to the debt conversion and private placement were waived by the board of directors.



George
Duguay, C. Marrelli Services Limited and Lonnie Kirsh, Toronto-based investors (collectively, the “Investors”), each
acquired ownership of 278,960,559 common shares of the Company, representing approximately 30.3% of the number of outstanding
common shares of the Company following the debt conversion and private placement.



In
conjunction with the debt conversion and private placement, all directors of the Company resigned and were replaced by Lonnie
Kirsh, Carmelo Marrelli and George Duguay. All officers of the Company also resigned and Mr. Kirsh was appointed as President
and Chief Executive Officer and Mr. Dan Crandall was appointed as Chief Financial Officer.



5







B.
Business overview.



Royal
Standard was previously a mineral exploration company. The Company sold its previously held Goldwedge and Piñonproperty interests and the assets related thereto to Scorpio and its wholly-owned subsidiary Goldwedge LLC, on December
17, 2012 and its previously held Fondaway Canyon and Dixie-Comstock Projects to American Innovative Minerals LLC on August 9,
2013.



The
Company is now focused on identifying suitable assets or businesses to acquire or merge with, with a view to maximizing value
for shareholders.s



C.
Organizational structure.



The
Company dissolved its two wholly-owned subsidiaries, Manhattan Mining Co., a corporation incorporated under the laws of the State
of Nevada, and Kentucky Standard Energy Company, Inc., a corporation incorporated under the laws of the State of Kentucky during
the fiscal year ended January 31, 2014.



D.
Property, plants and equipment.



The
registered office of Royal Standard Minerals Inc. is located at The Canadian Venture Building, 82 Richmond St East, Suite 202,
Toronto, Ontario M5C 1P1.



Item
4A. Unresolved Staff Comments



Not
applicable.



Item
5. Operating and Financial Review and Prospects



A.
Operating results.



Royal
Standard was an exploration and pre-development stage enterprise. The Company’s remaining properties were disposed of during
the fiscal year ended January 31, 2014.



The
Company is now focused on identifying suitable assets or businesses to acquire or merge with, with a view to maximizing value
for shareholders.



Year
Ended January 31, 2017 Compared to the Year Ended January 31, 2016



The
Company’s net loss for the year ended January 31, 2017 was $42,687 ($0.00 loss per share) compared to a net loss $31,301
($0.00 loss per share) for the year ended January 31, 2016. No revenue was received in either period. The increase in loss of
$11,386 was principally the result of the increase in professional fees and office and general expenses. Professional fees increased
$9,052 for the year ended January 31, 2017, compared to the same period in 2016. The increase was mainly the result of the Company
filing its Form 20-F Annual Report for the fiscal years ended January 31, 2014, 2015 and 2016 in the US. Office and general expenses
increased $1,832 for the year ended January 31, 2017, compared to the same period in 2016. The increase was mainly the result
of preparation and filing fees for the Company’s Form 20-F Annual Report for the fiscal years ended January 31, 2014, 2015
and 2016 in the US.



Year
Ended January 31, 2016 Compared to the Year Ended January 31, 2015



The
Company’s net loss for the year ended January 31, 2016 was $31,301 ($0.00 loss per share) compared to a net loss $57,174
($0.00 loss per share) for the year ended January 31, 2015. No revenue was received in either period. The decrease in loss of
$25,873 was principally the result of the decrease in professional fees. Professional fees decreased to $20,657 for the year ended
January 31, 2016, compared to $47,956 for the same period in 2015. The decrease from 2015 was the result of external professional
services required in connection with the reorganization and financing of the Company in 2015 which were not required in 2016.
Office and general expenses increased $1,629 for the year ended January 31, 2016, compared to the same period in 2015. The increase
was the result of a reversal of certain accrued expenses in 2015.



6









B.
Liquidity and capital resources.



The
Company currently has no positive operating cash flow and has to date, financed its activities and its ongoing expenditures primarily
through equity transactions such as equity offerings, the exercise of warrants and other financing arrangements. The Company believes
that additional financing will be required to fund its operating expenses as it searches for suitable assets and businesses to
merge with or acquire.



During
the year ended January 31, 2017, the cash resources of the Company decreased by $4,938. The decrease in cash resources is a result
of cash used in operating activities, offset partially by cash provided from notes payable in financing activities. There is no
assurance that 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. - Risk Factors”).



Year
Ended January 31, 2017 Compared to the Year Ended January 31, 2016



As
at January 31, 2017, the Company had cash and cash equivalents of $5,475 compared to $10,413 as at January 31, 2016, to settle
current liabilities of $144,395 compared to $101,585 as at January 31, 2016.



Cash
used in operating activities was $25,925 for the year ended January 31, 2017. During the year ended January 31, 2017, the Company
experienced a net increase of $21,877 in non-cash working capital items, which was due to a decrease in sundry receivables and
prepaid of $54 and increase in accounts payable and accrued liabilities of $21,823. Cash provided by financing activities was
$20,987 for the year ended January 31, 2017 due to notes payable advanced from a shareholder.



Year
Ended January 31, 2016 Compared to the Year Ended January 31, 2015



As
at January 31, 2016, the Company had cash and cash equivalents of $10,413 compared to $4,035 as at January 31, 2015, to settle
current liabilities of $101,585 compared to $69,076 as at January 31, 2015.



Cash
used in operating activities was $29,616 for the year ended January 31, 2016. During the year ended January 31, 2016, the Company
experienced a net decrease of $5,277 in non-cash working capital items, which was due to an increase in sundry receivables and
prepaid of $1,792 and decrease in accounts payable and accrued liabilities of $3,485. Cash provided by financing activities was
$35,994 for the year ended January 31, 2016 due to notes payable advanced from related parties.



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



Not
applicable



D.
Trend information.



Not
applicable



E.
Off-balance sheet arrangements.



None.



F.
Tabular disclosures of contractual obligations.



None.



7









G.
Safe harbor.



Not
applicable.



Item
6. Directors, Senior Management and Employees



A.
Directors and senior management.



|Name
    and Residence                                                                                                             |  | Position
    with the Company        |  | Date
    First Elected a Director / 
Held Office
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ |  | ------------------------------------------------
|Carmelo
                                         Marrelli(1)  Woodbridge,
                                         Ontario, Canada |  | Director                             |  | January 2014                                    
|                                                                                                                                   |  |                                      |  |                                                 
|Lonnie
                                         Kirsh(1)  Toronto,
                                         Ontario, Canada        |  | Chief Executive Officer and Director |  | January 2014                                    
|                                                                                                                                   |  |                                      |  |                                                 
|Daniel Crandall
    Mississauga, Ontario, Canada                                                                                   |  | Chief Financial Officer              |  | January 2014                                    
|                                                                                                                                   |  |                                      |  |                                                 
|George
                                 A. Duguay(1)(2) Thornhill,
                                         Ontario, Canada        |  | Secretary and Director               |  | March 2009                                      



|Notes:
|------
|      
|(1)   
|      
|(2)   



The
following is a brief biography of each of the Company’s directors and executive officers:



Carmelo
Marrelli



Mr.
Marrelli is the principal of Marrelli Support Services Inc., a firm that has delivered accounting and regulatory compliance services
to listed companies on various exchanges for over twenty years. In addition, Mr. Marrelli also controls DSA Corporate Services
Inc., a firm providing corporate secretarial and regulatory filing services. Carmelo is a Chartered Professional Accountant (CPA,
CA, CGA), and a member of the Institute of Chartered Secretaries and Administrators, a professional body that certifies corporate
secretaries. He has a Bachelor of Commerce degree from the University of Toronto.



Lonnie
Kirsh



Mr.
Kirsh is a principal of Acuity Corporate Securities Lawyers (practicing in association) where he practices law in the area of
corporate finance and securities law. Prior to entering private law practice, Mr. Kirsh gained securities regulatory experience
at The Toronto Stock Exchange, where he headed the group responsible for all new listing, suspension and delisting activity on
the Exchange, and at the Ontario Securities Commission, where he worked as a staff solicitor in the Corporate Finance Branch.
Mr. Kirsh also serves as a director or officer of a number of public and private corporations. He holds an LL.B. degree from the
University of Western Ontario and is a member of the Law Society of Upper Canada.



Daniel
Crandall



Mr.
Crandall is a Manager at Marrelli Support Services Inc., providing CFO, accounting, regulatory compliance, and management advisory
services to numerous issuers on the TSX, TSX-Venture and other Canadian and US exchanges. Previously, he was a Manager at Collins
Barrow Toronto LLP, a public accounting firm where he worked for over five years. Mr. Crandall holds a CPA, CA, as well as an
Honours Bachelor of Accounting degree from Brock University.



8







George
A. Duguay



Since
January 1989, Mr. Duguay has been the President of G. Duguay Services Inc., which was a partner of Duguay and Ringler Corporate
Services, a provider of corporate and financial administrative services to public companies, until February 2006. G. Duguay Services
Inc. continues to act as a consultant in this area. Mr. Duguay is Corporate Secretary of three public companies in the resource
sector, and a Director and Chairman of the Audit Committee of Intrinsyc Software International, Inc., a company listed on the
Toronto Stock Exchange that provides proprietary software, hardware, and services for the growing market of mobile handheld products.
Mr. Duguay also serves or has served as a board member for several other public and private companies. Mr. Duguay was a co-founder
of Equity Financial Trust Co., a provider of transfer agent and corporate trust services to companies. Mr. Duguay holds a CPA,
CGA and a Fellow of the Institute of Chartered Secretaries.



B.
Compensation.



Compensation
Discussion and Analysis



Background



The
Company was previously an exploration stage company engaged in the acquisition, exploration and development of precious metal
and coal properties in the United States. Following the disposition of all mining interests, the Company is now focused on identifying
suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders.



Overview



The
Board of Directors (the “Board”) is responsible for setting the overall compensation strategy of the Company and for
evaluating and approving the compensation of directors and executive officers. The Board annually reviews the base salary, incentive
compensation and long-term compensation for the Company’s executive officers, if any, to determine if the compensation package
for executive officers continues to be appropriate or if any modifications are required. Factors considered by the Board in establishing
suitable compensation packages for its executive officers include, the activities of the Company, its stage of development, the
small number of executive officers, financial resources available to the Company, competitive factors and the time committed by
the executive officer to the affairs of the Company. The Board has determined that the current compensation is appropriate for
the risk and responsibilities assumed by the officers.



Objectives
of Compensation Program



It
is the objective of the Company’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 to endeavor to ensure that the compensation of
executive officers is sufficiently competitive to achieve the objectives of the executive compensation program. The Board gives
consideration to the Company’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.



9









Role
of Executive Officers in Compensation Decisions



The
Board 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 Company and the salary and benefit levels for executive officers.



Elements
of the Compensation Program



The
Company’s compensation program comprises (i) base salary and (ii) long-term incentives, including the 2011 Amended and Restated
Stock Option Plan (the “Stock Option Plan”). Each component of the executive compensation program is addressed below.



The
Board recognizes that certain elements of compensation could promote unintended inappropriate risk-taking behaviors, but the Company
seeks to ensure that the Company’s executive compensation package is comprised of a mix of cash and equity compensation,
balancing short term incentives (e.g., cash bonuses) and long-term incentives (e.g., options). Base salaries and personal benefits
are sufficiently competitive and not subject to performance risk. To receive the benefit of long-term incentives (options), the
executive officers must be employed by the Company (subject to limited exceptions), thereby better aligning executive performance
with the interests of the Company and its shareholders. The Board believes that executive compensation risk management is reinforced
by ongoing Board oversight of, among other things, the Company’s financial results, regulatory disclosure, strategic plans,
fraud and error reporting, the Audit Committee’s regular meetings with the external auditors (the “auditors”)
(including without the presence of management the Company’s internal control, management information systems and financial
control systems. As a result, the Board does not believe that its compensation practices and policies are reasonably likely to
have a material adverse effect on the Company.



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, nor is a formal benchmarking process used.
The Board considers, and, if deemed appropriate, approves salaries recommended by the President and Chief Executive Officer for
the other executive officers of the Company. As stated above, base salaries are established to be competitive in order to attract
and retain highly qualified executives.



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



Long-Term
Incentives and Stock Option Pan



The
Board administers the Stock Option Plan that is designed to provide a long-term incentive that is linked to shareholder value.
The Board 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 regularly reviews and where appropriate adjusts the number of options granted to individuals
and determines the vesting provisions of such options. The Board sets the number of options, as appropriate, designed to attract
and retain qualified and talented personnel. The Board also takes account of the Company’s contractual obligations and the
award history for all participants in the Stock Option Plan.



Option-based
Awards



A
description of the process that the Company uses to grant option-based awards to executive officers, including the role of the
Board and executive officers, is included under the heading “Compensation Discussion and Analysis – Elements of Compensation
Program – Long-Term Incentives and Stock Option Plan” above.



The
Company did not grant any option-based awards to executive officers or directors during the year ended January 31, 2017.



10









Hedging



The
Company has not initiated any policies related to the purchase of financial instruments (including prepaid variable forward contracts,
equity swaps, collars, or units of exchange funds) by directors or Named Executive Officers (as defined below), that are designed
to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by
any director or Named Executive Officer.



Compensation
of Executive Officers



Summary
Compensation Table for Executive Officers



The
following table sets forth all compensation paid, payable, awarded, granted, given or otherwise provided, directly or indirectly,
for each of the Company’s three most recently completed financial years to the Chief Executive Officer (“CEO”)
and the Chief Financial Officer (“CFO”). Other than the CEO and CFO, the Company has no other executive officers,
who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus
exceeds $150,000 (collectively the “Named Executive Officers”). Total compensation encompasses, as applicable, regular
salary, dollar amount of option awards, non-equity incentive plan compensation which would include discretionary and non-discretionary
bonuses, pension value with compensatory amounts for both defined and non-defined contribution retirement plans, and all other
compensation which could include perquisites, tax gross-ups, premiums for certain insurance policies, payments resulting from
termination, resignation, retirement or a change in control and all other amounts not reported in another column.





|                                  |  |                                                                                                                            |  |                |     |  |                              |  |     |                              |  | Non-equity
    incentive  plan compensation  ($)                                                                                                     |  |                                                                                                                                                          |  |                   |  |  |                                                                                                                                                     |  | 
|--------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --- |  | ---------------------------- |  | --- | ---------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|Name
    and  Principal  Position |  | Fiscal
                                               Year
                                               Ended January 31 |  | Salary
    ($) |     |  | Share-
    based awards  ($) |  |     | Option-
    based awards ($) |  | Annual
                                          incentive plans
                                                                                ($) |  | Long-term
                                          incentive  plans
                                                                                ($) |  | Pension Value ($) |  |  | All
                                         other compensation
                                                                                ($) |  | 
|Lonnie
    Kirsh                  |  | 2017                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 
|President & Chief                 |  | 2016                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 
|Executive Officer                 |  | 2015                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 
|                                  |  |                                                                                                                            |  |                |     |  |                              |  |     |                              |  |                                                                                                                                                      |  |                                                                                                                                                          |  |                   |  |  |                                                                                                                                                     |  | 
|Daniel Crandall                   |  | 2017                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 
|Chief                             |  | 2016                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 
|Financial Officer                 |  | 2015                                                                                                                       |  |                | Nil |  |                              |  | Nil |                              |  | Nil                                                                                                                                                  |  | Nil                                                                                                                                                      |  | Nil               |  |  | N/A                                                                                                                                                 |  | 







|Notes:
|------
|      
|(1)   
|      
|(2)   



Incentive
Plan Awards for Named Executive Officers



11







Outstanding
Share-Based Awards and Option-Based Awards



The
following table sets forth information concerning all option-based and share-based awards for each Named Executive Officer outstanding
at the end of the financial year ended January 31, 2017.





|                |  | Option-based
    Awards                                |  | Share-based
    Awards
|--------------- |  | ------------------------------------------------------ |  | ----------------------
|Name            |  | Number
    ofsecuritiesunderlyingunexercisedoptions(#) |  |                       
|Lonnie Kirsh    |  | Nil                                                    |  |                       
|Daniel Crandall |  | Nil                                                    |  |                       



See
“Compensation Discussion and Analysis – Elements of the Compensation Program” and “Compensation Discussion
and Analysis-Option-based Awards.”



Incentive
Plan Awards – Value Vested or Earned During the Year



There
was no value of option-based awards granted to Named Executive Officers which vested during the year ended January 31, 2017. The
Company has not granted any share based awards nor does it have a non-equity compensation plan.



Pension
Plan Benefits



The
Company does not have any pension plans that provide for payments of benefits at, following or in connection with retirement,
or provide for retirement or deferred compensation plans for its Named Executive Officers or directors.



Compensation
of Directors



Summary
Compensation Table for Directors



The
following table sets forth all amounts of compensation provided to the non-executive directors of the Company for the financial
year ended January 31, 2017.





|Name
     (a)    |  | Fees
     earned  ($)  (b) |  | Share-
     based  awards  ($)  (c) |  | Option-
     based  awards  ($)  (d) |  | Non-equity
     incentive  plan  compensation  ($)  (e) |  | Pension
     value  ($)  (f) |     |  | All
    other  compensa-  tion  ($)  (g) |  |       | Total
     ($)  (h)
|---------------- |  | -------------------------- |  | ----------------------------------- |  | ------------------------------------ |  | ------------------------------------------------------- |  | ---------------------------- | --- |  | ---------------------------------------- |  | ----- | -------------------
|Carmelo Marrelli |  | Nil                        |  | Nil                                 |  | Nil                                  |  | Nil                                                     |  |                              | Nil |  |                                          |  | Nil   |                    
|George Duguay    |  | Nil                        |  | Nil                                 |  | Nil                                  |  | Nil                                                     |  |                              | Nil |  |                                          |  | 4,629 | (1)                



|(1) | The
    Company received consulting services of $4,629 during the year ended January 31, 2017, from G. Duguay Services Inc., a firm
    where George Duguay is the President.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







Board
Fees



The
Company does not anticipate paying any cash fees to directors until a merger or acquisition transaction is completed.



The
directors are also entitled to receive stock options under the Stock Option Plan.



Incentive
Plan Awards for Directors



Outstanding
Share-Based Awards and Option-Based Awards



The
following table sets forth information concerning all option-based and share-based awards for each non-executive director outstanding
at January 31, 2017.





|                 |  |                                                                                                                              |  | Option-based
    Awards                                                                                                                                                      |  | Share-based
    Awards
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|Name (a)         |  | Option
                                                                  grant
                                         date |  | Number
                                         of securities  undelying  unexercised options   (#)(1)
                                                                  (b) |  |                       
|Carmelo Marrelli |  | Nil                                                                                                                          |  | Nil                                                                                                                                                                          |  |                       
|George Duguay    |  | Nil                                                                                                                          |  | Nil                                                                                                                                                                          |  |                       



See
“Compensation Discussion and Analysis – Elements of the Compensation Program” and “Compensation Discussion
and Analysis – Option-based Awards”, above.



Incentive
Plan Awards – Value Vested or Earned During the Year



There
were no option-based awards granted to directors during the year. And, there was no value of option-based awards granted to directors
for any year prior to the current year. In addition, the company had not granted any share based awards nor does it have a non-equity
compensation plan.



C.
Board practices.



Information
regarding the length of service of the members of the Board is shown in “Item 6.A. Directors and senior management.”
Each director elected will hold office until the next annual meeting or until his successor is appointed, unless his office is
earlier vacated in accordance with the CBCA and the bylaws of the Company.



There
are no contracts providing for benefits upon termination to any director.



Responsibilities
of the Board



The
Board 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 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 disclosure. 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.



13









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 only one committee of the Board, being the Audit Committee. In addition to regularly scheduled meetings of the Board, its members
are in contact with one another and with the members of senior management.



Audit
Committee



The
Audit Committee shall be composed of three or more directors as determined by the Board, the composition of which shall satisfy
applicable independence requirements of applicable securities regulatory authorities. Members shall be appointed annually from
among the members of the Board. The Chair of the Audit Committee shall be appointed by the Board. 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 appointed
to the Audit Committee: Carmelo Marrelli (Chair), Lonnie Kirsh and George Duguay.



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 Company;



(b)
Oversee and monitor the integrity of the Company’s financial reporting process and system of internal controls regarding
financial reporting and accounting compliance;



(c)
Oversee and monitor the independence and performance of the Company’s external auditors; and



14









(d)
Provide an avenue of communication among the external auditors, management and the Board.



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 Company’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:



(a)
Be directly responsible for overseeing the work of the external auditors engaged for the purpose of preparing or issuing an auditor’s
report or performing other audit, review or attest services for the Company, including the resolution of disagreements between
management and the auditors regarding financial reporting;



(b)
Meet with the auditors and the senior management of the Company to review, and recommend to the Board for approval, the year-end
audited financial statements, related Management’s Discussion and Analysis (“MD&A”) and earnings releases
and financial reporting contained in public disclosure documents, including annual reports and annual information forms of the
Company prior to any public disclosure thereof;



(c)
Review with senior management and, if necessary, the auditors, and recommend to the Board for approval, the interim financial
statements, related MD&A and earnings releases of the Company prior to any public disclosure thereof;



(d)
Review, and recommend to the Board for approval, all financial statements or results of the Company which have not previously
been approved by the Board and which are to be included in a prospectus, press release, material change report, offering document
or other public disclosure document of the Company;



(e)
Consider and be satisfied that adequate policies and procedures are in place for the review of the Company’s disclosure
of financial information extracted or derived from the Company’s financial statements, and periodically assess the adequacy
of such procedures;



(f)
Review the audit plans and the independence of the auditors;



(g)
Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the
present and former auditors of the Company;



(h)
Meet with the auditors independently of management, including to consider any matter which the Audit Committee or auditors believe
should be brought to the attention of the Board or the shareholders of the Company;



(i)
In consultation with senior management, review annually and recommend for approval by the Board:



(i)
the appointment of auditors at the annual general meeting of shareholders of the Company;



(ii)
the remuneration of the auditors; and



(iii)
the pre-approval of all non-audit services to be provided to the Company by the auditors. In fulfilling such requirement, if the
Audit Committee deems it appropriate, the Audit Committee may form and delegate to subcommittees consisting of one or more members,
the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. The pre-approval of services
pursuant to delegated authority may be given at any time up to one year before commencement of the specified service;



15









(j)
Review with the auditors:



(i)
the scope of the audit;



(ii)
the significant changes in the Company’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 Company;



(k)
Review with the auditors and senior management the results of the annual audit, and make appropriate recommendations to the Board,
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;



(vi)
any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested
information, and any significant disagreements with management; and



(vii)
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 year-end financial results prior to issue and such other matters which should be communicated to
the Audit Committee under generally accepted auditing standards;



(l)
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, including fraud risk, and exposures to the Company that may
have a material adverse impact on the Company’s financial statements, and inquiring of the auditors as to the efforts of
management to mitigate such risks and exposures;



(m)
Review disclosures made to the Audit Committee by the Chief Executive Officer and Chief Financial Officer of the Company during
their certification process related to the Company’s annual and quarterly regulatory filings, including with respect to
any significant deficiencies in the design or operation of the Company’s internal control over financial reporting or material
weaknesses therein, and any fraud involving management or other employees who have a significant role in the Company’s internal
control over financial reporting;



(n)
Monitor policies and procedures for reviewing directors’ and officers’ expenses and perquisites, and inquire about
the results of such reviews;



(o)
Review and approve written risk management policies and guidelines including the effectiveness of the overall process for identifying
the principal risks affecting financial reporting;



(p)
Review, and advise the Board of, issues relating to legal, ethical and regulatory responsibilities to monitor management’s
efforts to seek to ensure compliance, including any legal matters that could have a significant impact on the Company’s
financial statements, the Company’s compliance with applicable laws and regulations and inquiries received from regulators
of governmental agencies. Discuss with management and the auditors any correspondence with respect to such inquiries and published
reports that raise material issues regarding the Company’s financial statements and accounting policies; and



16









(q)
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.



Conflicts
of Interest



Some
of the directors and officers of Royal Standard also serve as directors and officers of other companies . 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 fidebusiness purposes and approved by a majority of disinterested directors of the Company.



D.
Employees.



In
addition to the officers identified above, at January 31, 2017 and 2016, the Company had no employees.



E.
Share ownership.



|                 |  |                                                    |  | Number
    of Common    |             |  | Percentage
    of Common | 
|---------------- |  | -------------------------------------------------- |  | ----------------------- | ----------- |  | ------------------------ | 
|                 |  |                                                    |  | Shares
    Beneficially |             |  | Shares
    Beneficially  | 
|                 |  |                                                    |  | Owned
    as of         |             |  | Owned
as of              | 
|Name             |  | Office
    Held                                    |  | January
    31, 2017    |             |  | January
    31, 2017     | 
|George Duguay    |  | Director                                           |  |                         | 278,960,559 |  |                          | 
|Carmelo Marrelli |  | Director                                           |  |                         | 278,960,559 |  |                          | 
|Lonnie Kirsh     |  | President and Chief Executive
Officer and Director |  |                         | 278,960,559 |  |                          | 
|Daniel Crandall  |  | Chief Financial Officer                            |  |                         | Nil         |  |                          | 



See
“Item 6. Compensation - Compensation of Executive Officers – Incentive Plan Awards for Named Executive Officers”
and “Item 6. Compensation - Compensation of Directors – Incentive Plan Awards for Directors” for details of
options granted to the above officers and directors.



17









Item
7. Major Shareholders and Related Party Transactions



A.
Major shareholders.



To
the knowledge of the directors and officers of the Company based on reports filed on the System for Electronic Document Analysis
and Retrieval (“SEDAR”) pursuant to National Instrument 62-103 of the Canadian Securities Administrators, Lonnie Kirsh
exercises direction or control over 30.29% of the outstanding voting securities of the Company, George Duguay exercises direction
or control over 30.29% of the outstanding voting securities of the Company and C. Marrelli Services Ltd. exercises direction or
control over 30.29% of the outstanding voting securities of the Company.



B.
Related party transactions.



Other
than as described below, no director, senior officer, principal holder of securities, or any associate, affiliate, or family member
thereof, of the Company has any material interest, direct or indirect, in any transaction since the commencement of the Company’s
last fiscal year or in any proposed transaction which, in either case, has or will materially affect the Company.



Daniel
Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. (“Marrelli Support”),
a firm providing accounting services. Marrelli Support’s President, Carmelo Marrelli, beneficially controls 278,960,559
common shares of the Company through his holding company, DSA Capital Limited.Fees
for services provided by Marrelli Support totaled $12,380, for the year ended January 31, 2017 (year ended January 31, 2016 -
$15,346). As at January 31, 2017, Marrelli Support was owed $5,322 and this amount was included in accounts payable and accrued
liabilities (January 31, 2016 - $4,217).



During
the year ended January 31, 2017, the Company incurred fees totaling $627 (year ended January 31,2016
- $810) for filing services received from DSA Corporate Services Inc. (“DSA”), an organization that Mr. Marrelli controls.
Mr. Marrelli is also the corporate secretary and sole director of DSA. As at January 31, 2017, DSA was owed $176 and this amount
was included in accounts payable and accrued liabilities (January 31, 2016 - $1,182).



During
the year ended January 31, 2017, the Company incurred fees totaling $6,858 (year ended January31,
2016 - $2,711) for legal services received from Kirsh Securities Law Professional Corporation, a law firm owned by the President
and CEO of the Company. An amount of $26,437 is included in accounts payable and accrued liabilities at January 31, 2017 (January
31, 2016 - $18,343).



During
the year ended January 31, 2017, the Company incurred fees totaling $4,557 (year ended January31,
2016 - $4,629) for consulting services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder
of the Company, is the President. An amount of $12,564 is included in accounts payable and accrued liabilities at January 31,
2017 (January 31, 2016 - $7,497).



C.
Interests of experts and counsel.



Not
applicable.



18









Item
8. Financial Information



A.
Statements and Other Financial Information.



Financial
StatementsSee note “18. Contingencies” in the notes to the above-referenced financial statements.DividendsThe Company does not anticipate paying dividends in the foreseeable future.



B.
Significant Changes.



IFRS
9 Financial Instruments (“IFRS 9”)



IFRS
9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 - Financial
Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial
asset is measured at amortized cost or fair value, replacing the 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, 2018. Earlier adoption is permitted.
The Company is in the process of assessing the impact of this pronouncement.



Item
9. The Offer and Listing



A.
Offer and listing details.



The
issued and outstanding share capital of Royal Standard consists solely of its Common Shares. The Common Shares of Royal Standard
are without nominal or par value. Subject to the prior rights of holders of Preferred Shares (as hereinafter defined), if any,
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 Royal Standard
out of funds legally available therefor and to receive pro rata the remaining property of Royal Standard upon dissolution. The
holders of Common Shares have no preemptive 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
common shares of the Company are quoted on the OTC Bulletin Board under the symbol “RYSMF.” The Company’s common
shares were previously listed and traded on the TSX Venture Exchange (the “TSXV”) and were voluntarily delisted from
the TSXV effective May 11, 2009.



The
following tables set forth the reported high and low sales prices on the TSXV and the OTC Bulletin Board, respectively, for the
periods specified below.



19









OTC
Bulletin Board (US$)



|Period                                 |  |  | High |        |  | Low | 
|-------------------------------------- |  |  | ---- | ------ |  | --- | 
|Fiscal
    year ended January 31, 2013 |  |  |      | 0.29   |  |     | 
|Fiscal year ended
    January 31, 2014 |  |  |      | 0.015  |  |     | 
|Fiscal year ended
    January 31, 2015 |  |  |      | 0.012  |  |     | 
|Fiscal year ended
    January 31, 2016 |  |  |      | 0.0017 |  |     | 
|Fiscal year ended
    January 31, 2017 |  |  |      | 0.0013 |  |     | 



|Period                             |  |  | High |        |  | Low | 
|---------------------------------- |  |  | ---- | ------ |  | --- | 
|Quarter
    ended April 30, 2015   |  |  |      | 0.0017 |  |     | 
|Quarter ended July
    31, 2015    |  |  |      | 0.0013 |  |     | 
|Quarter ended October
    31, 2015 |  |  |      | 0.0010 |  |     | 
|Quarter ended January
    31, 2016 |  |  |      | 0.0013 |  |     | 
|Quarter ended April
    30, 2016   |  |  |      | 0.001  |  |     | 
|Quarter ended July
    31, 2016    |  |  |      | 0.0013 |  |     | 
|Quarter ended October
    31, 2016 |  |  |      | 0.0012 |  |     | 
|Quarter ended January
    31, 2017 |  |  |      | 0.0013 |  |     | 



|Period          |  |  | High |        |  | Low | 
|--------------- |  |  | ---- | ------ |  | --- | 
|August
    2016 |  |  |      | 0.0012 |  |     | 
|September 2016  |  |  |      | 0.0012 |  |     | 
|October 2016    |  |  |      | 0.0012 |  |     | 
|November 2016   |  |  |      | 0.001  |  |     | 
|December 2016   |  |  |      | 0.0009 |  |     | 
|January 2017    |  |  |      | 0.0013 |  |     | 



B.
Plan of distribution.



Not
applicable.



C.
Markets.



The
common shares currently trade on the OTC Bulletin Board under the symbol “RYSMF”.



D.
Selling shareholders.



Not
applicable.



E.
Dilution.



Not
applicable



F.
Expenses of the issue.



Not
applicable.



20









Item
10. Additional Information



A.
Share capital.



Not
applicable.



B.
Memorandum and articles of association.



The
articles of incorporation, amendments thereto and articles of continuance, as well as the location of the registered office of
the Company, are described under “Item 4.A. History and Development of the Company” above. The Company is continued
under the CBCA under Corporation No. 681198-1. The articles of continuance of the Company do not place any restrictions on the
Company’s objects and purposes.



On
December 12, 2011 the Board approved the repeal of general By-Law No. 1 and adopted By-Law No. 2, being a new by-law relating
generally to the conduct of the business and affairs of the Company. On January 11, 2012, the shareholders of the Company ratified
the repeal of By-Law No. 1 and confirmed By-Law No. 2 as the new general by-law.



Meetings
of Shareholders



Subject
to the CBCA, meetings of shareholders are held at such time and at such place, within or outside Canada, as the Board, the chair
of the Board, the chief executive officer or the president may from time to time determine. Annual shareholders’ meetings
must be held yearly, not later than fifteen months after the preceding general meeting but no later than six months after the
end of its preceding financial year, to consider the financial statements and auditor’s report thereon, elect directors,
appoint auditors and consider such other business that may properly brought before the meeting.



Pursuant
to the CBCA the holders of not less than five percent of the issued and outstanding shares that carry the rights to vote (i.e.
common shares) may request that the Board call a meeting of shareholders for the purposes stated in the request by sending the
request to each director and to the Company’s registered office. Upon the requisition of shareholders, the Board must proceed
to convene the meeting or meetings to be held in the manner set forth in the Company’s by-laws and the CBCA, as applicable.
The request shall state the business to be transacted at the meeting.



Subject
to the CBCA and applicable securities law, notice of the time and place of each meeting of shareholders, along with a management
information circular and form of proxy, shall be sent not less than 21 days nor more than 60 days before the meeting to each shareholder
entitled to vote at the meeting, to each director and to the auditors. These materials are filed with the Canadian securities
regulatory authorities and the SEC. If a meeting of shareholders is adjourned for less than 30 days it is not necessary to give
notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned.



A
quorum is present at a meeting of shareholders if two persons are present in person, each being a shareholder entitled to vote
thereat or a duly appointed proxy holder for an absent shareholder so entitled, and together holding or representing by proxy
not less than five percent of the outstanding shares of the Company entitled to vote at the meeting. The only persons entitled
to be present at a meeting of shareholders are those entitled to vote thereat and others who, although not entitled to vote, are
entitled or required under any provisions of the CBCA, other applicable law or the articles to be present at the meeting. Any
other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.



The
CBCA also prescribes the method under which proposals may be made by shareholders entitled to vote. The shareholder must submit
to the Company, within a prescribed period, a notice of any matter that the person proposes to raise at the meeting. The Company
is required to set out the proposal in the management proxy circular and the proposing shareholder may request to include a supporting
statement. If the Company does not include the proposal in the management proxy circular, it must send a notice of refusal to
the proposing shareholder including the reasons why the proposal will not be included. Either the shareholder and/or the Company
may apply to the courts claiming grievance.



21









Directors



The
Board shall manage, or supervise the management of, the business and affairs of the Company. Each of the directors and officers
shall act honestly and in good faith with a view to the best interests of the Company and exercise care, diligence and skill that
a reasonably prudent person would exercise in comparable circumstances. Directors stand for election at the annual general meeting
of shareholders, and there are no staggered terms. At least 25 percent of the Board must be resident Canadians. However, if there
are less than four directors, at least one director must be a resident Canadian. A director is not required to hold any shares
of the Company to qualify as a director. Neither the articles nor the by-laws provide for retirement or non-retirement of directors
under an age limit.



Subject
to the Company’s by-laws and articles, the Board may fix the remuneration of the members of the Board. To the extent permitted
by law, no director or officer for the time being of the Company shall be liable for: (i) the acts, receipts, neglects or defaults
of any other director or officer or employee; (ii) joining in any receipt or other act for conformity; (iii) any loss, damage
or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by the Company or
for or on behalf of the Company; (iv) the insufficiency or deficiency of any security in or upon which any of the moneys of or
belonging to the Company shall be placed out or invested; (v) any loss or damage arising from the bankruptcy, insolvency or tortious
act of any person with whom or which any moneys, securities or other assets belonging to the Company shall be lodged or deposited;
(vi) any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities
or other assets belonging to the Company or for any other loss, damage or misfortune which may happen in the execution of the
duties of his respective office or trust or in relation thereto; unless the same shall happen by or through his failure to act
honestly and in good faith with a view to the best interests of the Company and in connection therewith to exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable circumstances. If any director or officer of
the Company shall be employed by or shall perform services for the Company otherwise than as a director or officer or shall be
a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the
Company, the fact of his being a director or officer of the Company shall not disentitle such director or officer or such firm
or body corporate, as the case may be, from receiving proper remuneration for such services.



The
Company shall indemnify its directors and officers, a former director or officer of the Company or another individual who acts
or acted at the Company’s request as a director or officer, or an individual acting in a similar capacity, of another entity
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred
by such individual in respect of any civil, criminal or administrative, investigative or other proceeding in which the individual
is involved because of that association with the Company or other entity. The Company may not indemnify an individual in connection
with the foregoing unless the individual: (a) acted honestly and in good faith with a view to the Company’s best interests
or that of another entity for which the individual acted as a director or officer or in a similar capacity at the Company’s
request, as the case may be; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary
penalty, had reasonable grounds for believing that his conduct was lawful. The Company has entered into such indemnity agreements
with its directors and officers.



A
director or officer who is a party to a material transaction or material contract or proposed material transaction or material
contract with the Company, is a director or an officer of, or acts in a capacity similar to a director or officer of, or has a
material interest in any person who is, a party to a material transaction or material contract or proposed material transaction
or material contract with the Company shall disclose the nature and extent of his interest at the time and in the manner provided
in the CBCA. Except as provided in the CBCA (including in the case of director remuneration), no such director of the Company
shall vote on any resolution to approve any transaction. If a material transaction or material contract is made between the Company
and one or more of its directors or officers, or between the Company and another person of which a director or officer of the
Company is a director or officer or in which he/she has a material interest, the transaction is neither void nor voidable by reason
only of that relationship, or by reason only that a director with an interest in the transaction or contract is present at or
is counted to determine the presence of a quorum at a meeting of the Board or committee of Board that authorized the transaction,
if the director or officer disclosed his interest in accordance with the provisions of the CBCA, the transaction or contract was
approved by Board or shareholders, as the case may be, and it was reasonable and fair to the Company at the time it was approved.



22







The
CBCA provides that, unless the articles or by-laws otherwise provide, the directors may:



| | (a) | borrow
    money upon the credit of the Company;                                                                                                                                                     
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                      
| | (b) | issue,
    reissue, sell or pledge or hypothecate debt obligations of the Company;                                                                                                                   
| |     |                                                                                                                                                                                                      
| | (c) | give
    a guarantee on behalf of the Company to secure performance of an obligation of any person; and                                                                                              
| |     |                                                                                                                                                                                                      
| | (d) | mortgage,
    hypothecate, charge, pledge or otherwise create a security interest in all or any property of the Company, owned or subsequently
    acquired, to secure any obligation of the Company.



The
directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the Company. The CBCA
requires the directors to submit any such by-law, amendment or repeal to the Company’s shareholders at the next meeting
of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.



Limitations
on Ownership of Securities



Except
as described under Item 10.D. “Exchange Controls” below, there are no limitations on the right to own securities imposed
by foreign law to the Company’s knowledge or by the articles of the Company.



Share
Capital



The
authorized capital of the Company consists of an unlimited number of Common Shares without par value, and an unlimited number
of preferred shares issuable in series (“Preferred Shares”). Please see Item 9.A. “Offer and listing details”,
for the rights, privileges, restrictions and conditions attaching to the Common Shares. The rights attaching to the Common Shares
and the Preferred 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 summarizes the key rights, privileges, restrictions and conditions attached to Preferred Shares.



Series



The
Preferred Shares are issuable in series with such preferred, deferred or other special rights, privileges, restrictions, conditions
and designations attached thereto as shall be fixed from time to time by any resolutions which may be passed by the directors,
including:



| | (a) | the
    rate, amount or method of calculation of any dividends, provided always that dividends on each series of Preferred Shares
    shall be non-cumulative;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                               
| | (b) | any
    right of redemption and/or purchase and the redemption or purchase prices and terms and conditions of any such right;                                 
| |     |                                                                                                                                                               
| | (c) | any
    right of retraction vested in the holders of Preferred Shares of such series and the prices and terms and conditions of any
    such rights;          
| |     |                                                                                                                                                               
| | (d) | any
    rights upon dissolution, liquidation or winding-up of the Company;                                                                                    
| |     |                                                                                                                                                               
| | (e) | any
    voting rights; and                                                                                                                                    
| |     |                                                                                                                                                               
| | (f) | any
    other provisions attaching to any such series of Preferred Shares.                                                                                    



Priority



The
Preferred Shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital
in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, rank on a parity with
the Preferred Shares of every other series and be entitled to a preference and priority over the Common Shares and over any other
shares of the Company ranking junior to the Preferred Shares.



23









Notices
and Voting



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares, the holders
of Preferred Shares shall not, as such, be entitled to receive notice of or to attend meetings of the shareholders of the Company
nor shall they have any voting rights for the election of directors or for any other purpose except as provided in the CBCA.



Purchase
for Cancellation



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares, the Company
may at any time or from time to time purchase for cancellation the whole or any part of the Preferred Shares outstanding at such
time. In the case of the purchase for cancellation by private contract, the Company shall not, except as required by law, be required
to purchase Preferred Shares from all holders or series of Preferred Shares or to offer to purchase the shares of any other class
or any series of shares before proceeding to purchase from any one holder of Preferred Shares nor shall it be required to make
purchases from holders of Preferred Shares on a pro ratabasis.



Redemption



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares, the Company
may, at its option, redeem all or from time to time any part of the outstanding Preferred Shares on payment to the holders thereof,
for each share to be redeemed, the redemption price per share, together with all dividends declared thereon and unpaid.



Retraction



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares and partial
redemption obligations set forth below, a holder of Preferred Shares shall be entitled to require the Company to redeem at any
time and from time to time after the date of issue of any Preferred Shares, upon giving notice, all or any number of the Preferred
Shares registered in the name of such holder on the books of the Company at the redemption price per share, together with all
dividends declared thereon and unpaid.



Partial
Redemption



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares, if the
redemption by the Company on any option redemption date of all of the Preferred Shares to be redeemed on such date would be contrary
to any provisions of the CBCA or any other applicable law, the Company shall be obligated to redeem only the maximum number of
Preferred Shares which the Company determines it is then permitted to redeem, such redemptions to be made pro rata (disregarding
fractions of shares) according to the number of Preferred Shares required by each such holder to be redeemed by the Company. The
Company shall, before redeeming any other Preferred Shares, redeem on the first day of each month thereafter the maximum number
of such Preferred Shares so required by holders to be redeemed as would not then be contrary to any provisions of the CBCA or
any other applicable law, until all of such shares have been redeemed.



Liquidation,
Dissolution and Winding Up



Subject
to the rights, privileges, restrictions and conditions that may be attached to a particular series of Preferred Shares, in the
event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of Preferred Shares
shall be entitled to receive, before any distribution of any part of the assets of the Company among the holders of any other
shares, for each Preferred Share, an amount equal to the redemption price of such share and any dividends declared thereon and
unpaid.



24









C.
Material contracts.



None.



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”.



E.
Taxation



Canadian
Federal Income Tax Considerations



The
following is a summary of certain Canadian federal income tax provisions under the Income Tax Act (Canada) and the regulations
promulgated thereunder (the “Tax Act”) 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 Tax Act. 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 U.S. 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 resident or deemed to be resident in 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”).



This
summary does not apply to a shareholder that is a “financial institution” (as defined in the Tax Act for the purpose
of the “mark-to-market” rules), to a shareholder an interest in which is a “tax shelter investment” (as
defined in the Tax Act) or to a shareholder that has elected to report its “Canadian tax results” (as defined in the
Tax Act) in a currency other than Canadian currency.



Dividends
paid or credited or deemed to be paid or credited to a Non-Resident Holder on the Common Shares will generally be subject to Canadian
withholding tax at a rate of 25%, subject to reduction under the provisions of an applicable income tax treaty or convention between
Canada and the country in which the Non-Resident Holder is resident. 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).



Where
a Non-Resident Holder is a resident of the United States for purposes of the Canada-United States Tax Convention (1980) and is
fully entitled to the benefits under such treaty, the applicable rate of Canadian withholding tax is generally reduced to 15%
of the gross amount of the dividends (or 5% in the case of a resident of the United States that is a company beneficially owning
at least 10% of the Company’s voting shares).



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 Tax Act and the Non-Resident Holder is
not entitled to relief under an applicable tax treaty.



The
Common Shares will generally not constitute taxable Canadian property of the Non-Resident Holder unless at any time during the
60-month period that ends at that time more than 50% of the fair market value of the Common Shares of the Company was derived
directly or indirectly from one, or any combination of, real or immovable property situated in Canada, Canadian resource properties
(as defined in the Tax Act), timber resource properties (as defined in the Tax Act), and options in respect of, or interests in,
or for civil law rights in, any such properties (whether or not such property exists). Certain provisions of the Tax Act may deem
property to be ‘‘taxable Canadian property’’ of a Non-Resident Holder in specific circumstances. Non-Resident
Holders should consult their own tax advisors for advice having regard to their particular circumstances.



25







United
States Federal Income Tax Considerations



TO
ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF
U.S. FEDERAL TAX ISSUES IN THIS ANNUAL REPORT IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY INVESTORS
FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE CODE; (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH
THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED
ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.



The
following summary describes certain material U.S. federal income tax considerations generally applicable to “U.S. Holders”
(as defined below) with respect to the ownership and disposition of the Company’s common shares offered hereunder. This
summary is based on the Code, Treasury Regulations (whether final, temporary or proposed), administrative rulings of the Internal
Revenue Service (“IRS”), judicial decisions and the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “U.S.-Canada tax treaty”), as
in effect and available as of the date of this annual report, all of which are subject to change, possibly with retroactive effect.
It addresses only U.S. Holders that hold the Company’s common shares as capital assets within the meaning of Section 1221
of the Code (generally, assets held for investment purposes). The following summary does not purport to be a complete analysis
of all of the potential U.S. federal income tax considerations that may be relevant to particular U.S. Holders in light of their
particular circumstances, nor does it deal with persons that are subject to special tax rules, such as brokers, dealers in securities
or currencies, financial institutions, mutual funds, insurance companies, tax-exempt entities, qualified retirement plans, regulated
investment companies, common trust funds, U.S. Holders subject to the alternative minimum tax, U.S. Holders holding the Company’s
common shares as part of a straddle, hedge or conversion transaction or as part of a synthetic security or other integrated transaction,
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, U.S. Holders that
have a “functional currency” other than the U.S. dollar, U.S. expatriates, and persons that acquired the Company’s
common shares in connection with the performance of services. In addition, this summary does not address persons that hold an
interest in a partnership or other pass-through entity that holds the Company’s common shares, or tax considerations arising
under the laws of any state, local or non-U.S. jurisdiction or other U.S. federal tax considerations (e.g., estate or gift tax)
other than those pertaining to the income tax.



As
used herein, the term “U.S. Holder” means a beneficial owner of the Company’s common shares that is (i) a citizen
or individual resident of the U.S. for U.S. federal income tax purposes, (ii) a corporation (or an entity classified as a corporation
for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any political subdivision thereof,
(iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (A)
a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons, within the meaning
of Section 7701(a)(30) of the Code, have authority to control all of its substantial decisions or (B) it has properly elected
under applicable Treasury Regulations to be treated as a U.S. person.



The
tax treatment of a partner in a partnership (or other entity classified as a partnership for U.S. federal income tax purposes)
may depend on both the partner’s and the partnership’s status and the activities of such partnership. Partnerships
that are beneficial owners of the Company’s common shares, and partners in such partnerships, should consult their own tax
advisors regarding the U.S. federal, state, local and non-U.S. tax considerations applicable to them with respect to the ownership
and disposition of the Company’s common shares.



THIS
SUMMARY IS OF A GENERAL NATURE ONLY. IT IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED TO CONSTITUTE, LEGAL OR TAX
ADVICE TO ANY PARTICULAR U.S. HOLDER. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE
TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.



Ownership
and Disposition of the Company’s Common Shares



Distributions.
Subject to the discussion below under “United States Federal Income Tax Considerations –Passive Foreign Investment
Company Rules” and “United States Federal Income Tax Considerations –Certain Controlled Foreign Corporations
Rules,” distributions made with respect to the Company’s common shares (including any Canadian taxes withheld from
such distributions) generally will be included in the gross income of a U.S. Holder as dividend income to the extent of the Company’s
current and accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess
of the Company’s current and accumulated earnings and profits, if made with respect to the Company’s common shares,
will be treated as a return of capital to the extent of the U.S. Holder’s adjusted tax basis in such common shares, and
thereafter as capital gain.



26







For
taxable years beginning before January 1, 2013, a dividend paid by the Company generally will be taxed at the preferential tax
rates applicable to long-term capital gains if (a) the Company is a “qualified foreign corporation” (as defined below),
(b) the U.S. Holder receiving such dividends is an individual, estate, or trust, and (c) such dividend is paid on the Company’s
shares that have been held by such U.S. Holder for at least 61 days during the 121-day period beginning 60 days before the ex-dividend
date.



The
Company generally will be a “qualified foreign corporation” under Section 1(h)(11) of the Code (a “QFC”)
if the Company is eligible for the benefits of the U.S.-Canada tax treaty or, if not, the Company’s shares are readily tradable
on an established securities market in the U.S. However, even if the Company satisfies one or more of such requirements, the Company
will not be treated as a QFC if the Company is a PFIC for the taxable year during which it pays a dividend or for the preceding
taxable year.





As
discussed below, the Company has not made a determination of whether it is or has been a PFIC. It is possible that the Company
currently is, may have been or will be a PFIC.



If
any dividends are paid in Canadian dollars, the amount includible in gross income will be the U.S. dollar value of such dividend,
calculated by reference to the exchange rate in effect on the date of actual or constructive receipt of the payment, regardless
of whether the payment is actually converted into U.S. dollars. If any Canadian dollars actually or constructively received by
a U.S. Holder are later converted into U.S. dollars, such U.S. Holder may recognize gain or loss on the conversion, which will
be treated as ordinary gain or loss. Such gain or loss generally will be treated as gain or loss from sources within the U.S.
for U.S. foreign tax credit purposes.



A
U.S. Holder may be entitled to deduct or claim a credit for Canadian withholding taxes, subject to applicable limitations in the
Code. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the
proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source”
taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s
various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S.
source.” However, the amount of a distribution with respect to the common shares that is treated as “dividend”
may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced
foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific
categories of income. Dividends paid to a U.S. Holder generally will constitute “foreign source” income and generally
will be categorized as “passive category” income. U.S. Holders should consult their own tax advisors regarding the
availability of the foreign tax credit in their particular circumstances.



Dispositions.Subject to the discussion below under “United States Federal Income Tax Considerations –Passive Foreign Investment
Company Rules” and “United States Federal Income Tax Considerations –Certain Controlled Foreign Corporation
Rules,” upon the sale, exchange or other taxable disposition of the Company’s common shares, a U.S. Holder generally
will recognize capital gain or loss equal to the difference between (i) the amount of cash and the fair market value of any other
property received upon the sale, exchange or other taxable disposition and (ii) the U.S. Holder’s adjusted tax basis in
such common shares. Capital gain or loss recognized upon a sale, exchange or other taxable disposition of the Company’s
common shares will generally be long-term capital gain or loss if the U.S. Holder’s holding period with respect to such
common shares disposed of is more than one year at the time of the sale, exchange or other taxable disposition. The deductibility
of capital loss is subject to limitations.



27







Passive
Foreign Investment Company Rules



The
foregoing discussion assumes that the Company is not a PFIC. Certain adverse U.S. federal income tax rules generally apply to
a U.S. person that owns or disposes of stock in a non-U.S. corporation that is treated as a PFIC. In general, a non-U.S. corporation
will be treated as a PFIC for any taxable year during which, after applying relevant look-through rules with respect to the income
and assets of subsidiaries, either (i) 75% or more of the non-U.S. corporation’s gross income is passive income, or (ii)
50% or more of the average value of the non-U.S. corporation’s assets produce or are held for the production of passive
income. Special rules apply where a non-U.S. corporation owns, directly or indirectly, at least 25% (by value) of the shares of
another corporation (a “lower-tier corporation”).



For
purposes of determining whether the Company is a PFIC, it will be treated as if it held its proportionate share of the assets
of any lower-tier corporation and received directly its proportionate share of the income of any lower-tier corporation.



For
purposes of the PFIC rules, and subject to certain exceptions, passive income generally includes dividends, interest, certain
rents and royalties, and the excess of gains over losses from certain commodities transactions, including transactions involving
oil and gas. However, gains and losses from commodities transactions generally are excluded from the definition of passive income
if (i) such gains or losses are derived by a non-U.S. corporation in the active conduct of a commodity business, and (ii) “substantially
all” of such corporation’s business is as an active producer, processor, merchant or handler of commodities of like
kind (the “active commodities business exclusion”).



The
Company has not made a determination as to its PFIC status for the current or any past taxable years. PFIC classification is factual
in nature, generally cannot be determined until the close of the taxable year in question, and is determined annually. Thus, there
can be no assurance that the Company is not a PFIC for the current taxable year, has not been for any past taxable years or will
not be a PFIC for any future taxable years.



The
following U.S. federal income tax consequences generally will apply to a U.S. Holder of the Company’s common shares if the
Company is treated as a PFIC:



Distributions.Distributions made by the Company with respect to its common shares, to the extent such distributions are treated as “excess
distributions” pursuant to Section 1291 of the Code, must be allocated rateably to each day of the U.S. Holder’s holding
period for such common shares. The amounts allocated to the taxable year during which the distribution is made, and to any taxable
years in such U.S. Holder’s holding period which are prior to the first taxable year in which the Company is treated as
a PFIC, are included in such U.S. Holder’s gross income as ordinary income for the taxable year of the distribution. The
amount allocated to each other taxable year is taxed as ordinary income in the taxable year of the distribution at the highest
tax rate in effect for the U.S. Holder in that other taxable year and is subject to an interest charge at the rate applicable
to underpayments of tax. Any distribution made by the Company that does not constitute an excess distribution would be treated
in the manner described under “Item 10.E Additional Information-Taxation-United States Federal Income Tax Considerations
— Ownership and Disposition of the Company’s Common Shares — Distributions,” above.



Dispositions.
The entire amount of any gain realized upon the U.S. Holder’s disposition of the Company’s common shares generally
will be treated as an excess distribution made in the taxable year during which such disposition occurs, with the consequences
described above.



Elections.
In general, the adverse U.S. federal income tax consequences of holding stock of a PFIC described above may be mitigated if a
U.S. shareholder of the PFIC is able to and timely makes a valid qualified electing fund (“QEF”) election with respect
to the PFIC or a valid mark-to-market election with respect to the stock of the PFIC. U.S. Holders should be aware that there
can be no assurance that the Company will supply U.S. Holders with the information and statements that such U.S. Holders require
to make a QEF election under Section 1295 of the Code.



Under
recently enacted U.S. tax legislation and subject to future guidance, if the Company is a PFIC, U.S. Holders will be required
to file an annual information return with the IRS (on IRS Form 8621, which will be required to be filed with income tax or information
returns) relating to their ownership of the common shares (the “general filing requirement”). In addition under the
current version of the Instructions to IRS Form 8621, if the Company is a PFIC, U.S. Holders generally will be required to file
IRS Form 8621 if they receive excess distributions from or dispose of the common shares or in order to make certain tax elections
with respect to the common shares (“the reportable transaction filing requirement”). Pursuant to recent IRS guidance,
the IRS has temporarily suspended the general filing requirement under the recent legislation until the IRS releases a revised
IRS Form 8621 which reflects the recently enacted U.S. tax legislation. However, the reportable transaction filing requirement
is not affected by the temporary suspension set forth in the recent IRS guidance and continues to apply to PFIC shareholders under
the current version of the Instructions to IRS Form 8621.



28







U.S.
Holders should consult their own tax advisors as to the tax consequences of owning and disposing of stock in a PFIC, including
the availability of any elections that may mitigate the adverse U.S. federal income tax consequences of holding stock of a PFIC.



Certain
Controlled Foreign Corporation Rules



If
more than 50% of the total voting power or the total value of the Company’s outstanding shares is owned, directly or indirectly,
by citizens or residents of the U.S., U.S. partnerships or corporations, or U.S. estates or trusts (as defined by Section 7701(a)(30)
of the Code), each of which own, directly or indirectly, 10% or more of the total voting power of the Company’s outstanding
shares (each a “10% Shareholder”), the Company could be treated as a “Controlled Foreign Corporation”
(“CFC”) under Section 957 of the Code.



The
Company’s classification as a CFC would bring into effect many complex results, including that under Section 1248 of the
Code, gain from the disposition of the Company’s common stock by a U.S. Holder that is or was a 10% Shareholder at any time
during the five-year period ending with the disposition will be treated as a dividend to the extent of the Company’s earnings
and profits attributable to the common shares sold or exchanged.



If
the Company is classified as both a PFIC and a CFC, the Company generally will not be treated as a PFIC with respect to 10% Shareholders.



The
Company has made no determination as to whether it currently meets or has met the definition of a CFC, and there can be no assurance
that it will not be considered a CFC for the current or any future taxable year.



The
CFC rules are very complicated, and U.S. Holders should consult their own financial advisor, legal counsel or accountant regarding
the CFC rules and how these rules may impact their U.S. federal income tax situation.



Surtax
on Unearned Income



For
tax years beginning after December 31, 2012, certain U.S. persons, including individuals, estates and trusts, will be subject
to an additional 3.8% Medicare tax on “net investment income.” Investment income generally includes passive income
such as interest, dividends, annuities, royalties, rents, and capital gains. Net investment income would be reduced by properly
allocable deductions to such income.



Information
Reporting and Backup Withholding Tax



Dividend
payments made with respect to shares of the Company’s stock and proceeds from the sale, exchange or other disposition of
common shares may be subject to information reporting requirements, and to possible U.S. backup withholding (currently at a rate
of 28%). In general, backup withholding will apply with respect to reportable payments made to a U.S. Holder unless (i) the U.S.
Holder is a corporation or other exempt recipient and, if required, demonstrates such exemption, or (ii) the U.S. Holder furnishes
the payor with a taxpayer identification number on IRS Form W-9 in the manner required, certifies under penalty of perjury that
such U.S. Holder is not currently subject to backup withholding and otherwise complies with the backup withholding requirements.



Backup
withholding is not an additional tax. Rather, the amount of any backup withholding imposed on a payment to a holder will be allowed
as a refund or a credit against such holder’s U.S. federal income tax liability, provided that the required information
is furnished to the IRS.





29









Additional
Reporting Requirements



Recently-enacted
U.S. tax legislation generally requires a U.S. individual to report to the IRS certain interests owned by such individual in stock
issued by a non-U.S. person (such as the Company’s common shares), if the aggregate value of all such interests exceeds
$50,000. This reporting requirement is subject to certain exceptions (including an exception for stock held in custodial accounts
maintained by a U.S. financial institution), and applies for tax years beginning after March 18, 2010. Pursuant to recent IRS
guidance, this reporting requirement has been suspended until the IRS releases IRS Form 8938. Additional guidance is expected
regarding the specific information that will be required to be reported on IRS Form 8938. Prior to filing their annual income
tax returns, U.S. Holders should consult their tax advisers regarding whether additional guidance has been issued with respect
to this reporting requirement, and if so, how to comply with such guidance.



THE
ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT
TO THE OWNERSHIP AND DISPOSITION OF THE COMPANY’S COMMON SHARES. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO
THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.



F.
Dividends and paying agents.



Not
applicable.



G.
Statement by experts.



Not
applicable.



H.
Documents on display.



Documents
concerning the Company that are referred to in this annual report on Form 20-F may be inspected at The Canadian Venture Building,
82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1 during regular business hours of the Company.



You
may also review a copy of the Company’s filings with the SEC, including exhibits and schedules filed with this annual report
on Form 20-F, at the SEC’s public reference room 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain
copies of such materials upon payment of a duplicating fee, by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The SEC maintains a website (http://www.sec.gov) that contains reports, proxy
and information statements and other information regarding registrants that file electronically with the SEC.



You
may read and copy any reports, statements or other information that the Company files with the SEC at the addresses indicated
above and you may also access some of them electronically at the website set forth above. These SEC filings are also available
to the public from commercial document retrieval services.



The
Company also files reports, statements and other information with the Canadian Securities Administrators (the “CSA”),
and these can be accessed electronically at the CSA’s SEDAR website (http://www.sedar.com).



30







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 including 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. The Board also provides regular guidance for overall risk management.



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 and cash equivalents. The Company has no significant concentration
of credit risk arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management
believes the risk of loss to be minimal.



Liquidity
risk. 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, 2017, the Company had a cash balance of $5,475 (January 31, 2016 - $10,413) to
settle current liabilities of $144,395 (January 31, 2016 - $101,585). All of the Company’s financial liabilities have contractual
maturities of less than 60 days and are subject to normal trade terms.



It
is expected the Company will be funded by shareholder loans or private placements from related parties until the Company finds
an asset or business to incorporate into the Company.



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



(a)
Interest rate risk



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 interest rate
risk is remote.



(b)
Foreign currency risk



The
Company’s functional and reporting currency was previously the United States dollar and major purchases were transacted
in United States dollars. Subsequent to the dissolution of Manhattan, the functional currency of the Company changed to Canadian
dollars and major purchases are transacted in Canadian dollars.



Item
12. Description of Securities Other than Equity Securities



Not
applicable.



31







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





On
January 11, 2012, the shareholders of the Company approved the adoption of a shareholder rights plan agreement dated December
23, 2010 (the “Rights Plan”). The following description of the Rights Plan is qualified in its entirety by reference
to the Rights Plan, which is filed as Exhibit 2.1 to this annual report on Form 20-F. On January 8, 2014, the Rights Plan was
amended to permit the Board to waive application of the Rights Plan in appropriate circumstances in its sole discretion.



Purpose
of the Rights Plan



The
primary purpose of the Rights Plan is to seek to ensure that, in the context of a bid for control of the Company through an acquisition
of shares, all shareholders have an equal opportunity to participate in the bid and are given adequate time to access the bid.
The Rights Plan in no way prohibits a change of control of the Company in a transaction that is procedurally fair to shareholders.
The Rights Plan does not attempt to discourage bids. It allows a potential bidder to make a “permitted bid” directly
to the shareholders of the Company without the prior approval of the Board. Such permitted bid must be made to all shareholders
and must remain open for a minimum period of 60 days after the date of the bid and for a further period of 10 business days after
the bidder publicly announces that the shares deposited constitute more than 50% of the outstanding Common Shares held by independent
shareholders.



Summary
of the Rights Plan



The
following summary of the Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Rights
Plan.



Issuance
of Rights



Pursuant
to the Rights Plan, one Right has been issued and has attached to each Common Share of the Company outstanding as of 4:00 p.m.
(Toronto time) on December 23, 2010, the date of implementation of the Company’s Rights Plan, and one Right will continue
to be issued in respect of each Common Share issued thereafter prior to the earlier of the Separation Time (as defined below)
and the expiration time.



Each
Right entitles the holder thereof to purchase from the Company one Common Share at the exercise price equal to five times the
market price per Common Shares determined as at the Separation Time, subject to adjustment and certain anti-dilution provisions
(the “Exercise Price”). The Rights are not exercisable until the Separation Time. If a Flip-in Event (defined below)
occurs, each Right will entitle the registered holder to receive, upon payment of the Exercise Price, that number of Common Shares
of the Company, having an aggregate market price on the date of the occurrence of such Flip-in Event equal to twice the Exercise
Price for an amount in cash equal to the Exercise Price.



32







Trading
of Rights



Until
the occurrence of certain specific events, the Rights will trade with the Common Shares of the Company and not be represented
by any certificates for such Common Shares. The Rights will separate and trade separately from the Common Shares to which they
are attached and will become exercisable from and after the Separation Time.



Separation
Time



The
“Separation Time” will occur on the close of business on the tenth trading day after the earliest of: (a) the date
of public announcement by the Company or an Acquiring Person (defined below) of facts indicating that a person has become an Acquiring
Person, (b) the date that any person commences or announces an intention to commence a take-over bid, and (c) the date on which
a Permitted Bid (as defined below) or a Competing Permitted Bid (as described below) ceases to qualify as such, or such later
date as the Board may determine.



Acquiring
Person



In
general, an “Acquiring Person” is a person who is the beneficial owner of 20% or more of the outstanding voting shares
of the Company. Excluded from the definition of “Acquiring Person” are the Company and its subsidiaries, and any person
who becomes the beneficial owner of 20% or more of the outstanding voting shares of the Company as a result of one or more or
any combination of a Voting Share Reduction, Permitted Bid Acquisitions, Exempt Acquisition, a Pro Rata Acquisition, or a Convertible
Security Acquisition. The definitions of “Voting Share Reduction”, “Permitted Bid Acquisitions”, “Exempt
Acquisition”, a “Pro Rata Acquisition”, or a “Convertible Security Acquisition” are set out in the
Rights Plan. However, in general:



(a)
a “Voting Share Reduction” means an acquisition or redemption by the Company or a subsidiary of voting shares which
by reducing the number of voting shares outstanding increases the percentage of outstanding voting shares beneficially owned by
any person to 20% or more of the voting shares outstanding;



(b)
a “Permitted Bid Acquisition” means a voting share acquisition made pursuant to a Permitted Bid or a Competing Permitted
Bid;



(c)
an “Exempt Acquisition” means an acquisition of voting shares: (i) in respect of which the directors have waived the
application of the Flip-in Event provisions of the Rights Plan; (ii) pursuant to a distribution by the Company of voting shares
or convertible securities (x) pursuant to a prospectus or similar document (provided that the purchaser does not thereby beneficially
own a greater percentage of voting shares or convertible securities so offered than the percentage of voting shares or convertible
securities beneficially owned by the purchaser immediately prior to such acquisition) or (y) by private placement provided that
in such case, all necessary stock exchange approvals have been obtained and complied with and the purchaser does not become the
beneficial owner of more than 25% of the voting shares issued and outstanding immediately prior to the private placement (and
in making this determination, the securities to be issued to such purchaser on the private placement will be deemed to be held
by such purchaser but shall not be included in the aggregate number of outstanding voting shares immediately prior to the private
placement); and (iii) pursuant to an amalgamation, merger or other statutory procedure requiring shareholder approval;



(d)
a “Pro Rata Acquisition” means: (i) an acquisition as a result of a stock dividend or a stock split or other event
pursuant to which a person receives or acquires voting shares on the same proportionate basis as all other holders of the same
class of voting shares; (ii) the acquisition pursuant to a dividend reinvestment plan of the Company or other plan made available
by the Company to the holders of voting shares generally; or (iii) the receipt and/or exercise of rights (other than the Rights)
issued by the Company to all holders of a class of voting shares to subscribe for or purchase voting shares, provided that such
rights are acquired directly from the Company and not from any other person; and



(e)
a “Convertible Security Acquisition” means the acquisition of voting shares on the exercise, conversion or exchange
of convertible securities acquired by a person pursuant to a Permitted Bid Acquisition, Exempt Acquisition or Pro Rata Acquisition.



33







Also
excluded from the definition of “Acquiring Person” are underwriters or members of a banking or selling group acting
in such capacity in connection with a distribution of securities, and a Person (a “Grandfathered Person”) who is the
beneficial owner of 20% or more of the outstanding voting shares of the Company as at the record time; provided, however, that
this exception ceases to be applicable to a Grandfathered Person in the event that such Grandfathered Person shall, after the
record time, become the Beneficial Owner of any additional voting shares outstanding at the record time, other than pursuant to
one or any combination of a Voting Share Reduction, a Permitted Bid Acquisition, an Exempt Acquisition or a Pro Rata Acquisition.



In
addition, for purposes of determining whether a Flip-in Event has occurred, generally, a person (including a trust company) who
is engaged in the business of managing investment funds for others and, as part of such person’s duties for fully managed
accounts, holds or exercises voting or dispositive power over voting shares in the ordinary course of business, would not, by
reason thereof, be considered to be the beneficial owner of such voting shares. Exemptions are also provided for Crown agents
and statutory or other registered pension plans or funds. In each case, the exemption ceases to apply in the event that the exempt
person is making a take-over bid (other than pursuant to a distribution by the Company, pursuant to a Permitted Bid or Competing
Permitted Bid or by means of ordinary course market transactions).



Flip-in
Event



If
a transaction occurs prior to the expiration time pursuant to which any person becomes an Acquiring Person (a “Flip-in Event”),
then each Right will constitute within ten trading days of such occurrence that each Right (except for Rights beneficially owned
by the Acquiring Person, its affiliates or associates and/or persons acting jointly or in concert with the foregoing) shall thereafter
constitute the right to purchase from the Company upon payment of the exercise price that number of Common Shares of the Company
having an aggregate market price on the date of the occurrence of such Flip-in Event equal to twice the exercise price for an
amount in cash equal to the exercise price (subject to anti-dilution adjustments).



Permitted
Bid



A
“Permitted Bid” is a take-over bid where the bid is made by way of a take-over bid circular and is a bid that complies
with, among other things, the following: (a) the take-over bid must be made to all holders of voting shares other than the bidder;
and (b) (i) the take-over bid must not permit the bidder to take up any Common Shares that have been tendered pursuant to the
take-over bid prior to the expiry of a period not less than 60 days after the date of the take-over bid, and (ii) then only if
at such time more than 50% of the voting shares held by the independent shareholders (which generally includes shareholders other
than the bidder, its affiliates or associates and/or persons acting jointly or in concert with the foregoing), have been deposited
or tendered pursuant to the take-over bid and not withdrawn.



Competing
Permitted Bid



A
“Competing Permitted Bid” is a take-over bid that satisfies all the criteria of a permitted bid except that since
it is made after a permitted bid or another competing permitted bid (the “prior bid”) the time period for any take
up and payment of voting shares tendered under a competing bid is not 60 days, but is instead no earlier than the later of 35
days after the date of the Competing Permitted Bid and the 60thday after the date of the Prior Bid outstanding, and
then only if at the close of business on the date voting shares are first taken up or paid for, more than 50% of the outstanding
voting shares held by independent shareholders have been deposited or tendered pursuant to such Competing Prior Bid and not withdrawn.
The requirements of a Permitted Bid and a Competing Permitted Bid enable shareholders to decide whether the take-over bid or any
Competing Permitted Bid is adequate on its own merits, without being influenced by the likelihood that a take-over bid will succeed.



Lock-Up
Agreement



The
Rights Plan contains an exemption for “Lock-Up Agreements”, where the agreement, among other things: (a) permits the
locked-up person to withdraw voting shares from the lock-up bid to tender to another bid that provides greater value, or if another
bid is an offer for a greater number of voting shares (where the maximum hurdle rate is 5%), and (b) provides for no break-up
fees or similar fees payable to the locked-up person that are greater than: (i) the cash equivalent of 3.5% of the price or value
payable to the locked-up person under the lock-up bid; and (ii) one-half of the difference in value payable to the locked-up person
between the lock-up bid and the other bid.



34







Redemption



Until
the occurrence of a Flip-In Event as to which the Board has not issued a waiver, the Board, with the prior consent of the shareholders,
may elect to redeem all but not less than all of the then outstanding Rights at a redemption price of Cdn$0.00001 per Right (subject
to anti-dilution adjustments).



Waiver



Until
the occurrence of a Flip-in Event, the Board may waive the application of the Rights Plan to a take-over bid that is not a Permitted
Bid and that is made to all holders of voting shares, but if it does so then it will be deemed to have waived the application
of the Rights Plan to all similar bids made prior to the expiry of any bid for which such a waiver was granted.



In
addition, subject to the prior consent of holders of voting shares, until the occurrence of a Flip-in Event, the Board may waive
the application of the Rights Plan if such Flip-in Event would occur by reason of an acquisition of voting shares other than pursuant
to a take-over bid.



Term
of the Rights Plan



The
Rights Plan will expire on the close of business on December 23, 2020 unless extended by the Board.



Amending
Power



The
Company, without the prior consent of holders of voting shares at any time prior to the Separation Time, may supplement or amend
any provisions of the Rights Plan, except that Section 5 thereof, dealing with the rights agent, requires the written consent
of the rights agent to such supplement or amendment. Any amendment will be subject to receipt of any requisite approval or consent
from any applicable regulatory authority, including necessary approvals of the stock exchange on which the Common Shares may be
listed.



Rights
holder not a Shareholder



Until
a Right is exercised, the holder thereof, as such, will have no rights as a shareholder of the Company.



Item
15. Controls and Procedures



A.
Disclosure Controls and Procedures.



As
of January 31, 2017 and based on their evaluations, 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))
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 periods specified in SEC rules and forms.



35







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



The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s 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, 2017. 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, 2017, the Company’s
internal control over financial reporting was effective 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.



C.
Attestation Report of the Registered Public Accounting Firm.



This
annual report on Form 20-F 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 SEC 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 the Company’s internal controls over financial reporting that occurred during the fiscal year ended January
31, 2017 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over
financial reporting.



Item
16. [Reserved]



Item
16A. Audit Committee Financial Expert



The
Board has determined that Mr. Carmelo Marrelli, a director and Audit Committee member of the Company is an “audit committee
financial expert” as defined in Form 20-F. Mr. Marrelli is “independent,” as such term is defined under the
Nasdaq Stock Market Rules.



Item
16B. Code of Ethics



The
Company is committed to maintaining high standards of integrity and accountability in conducting its business. It is the Company’s
goal to seek to ensure that its best interests are paramount in all of its dealings with consultants, competitors, existing and
potential business partners and other representatives wherever possible, and are conducted in a manner that avoids actual or potential
material conflicts of interest. The Board takes steps to ensure directors exercise independent judgment in considering transactions
and agreements in respect of which a director or officer of the Company has a material interest, which include ensuring that directors
and officers are familiar with the rules concerning reporting conflicts of interest and obtaining direction from the Company’s
President and Chief Executive Officer and/or the Company’s legal counsel, as appropriate, regarding any potential conflicts
of interest. The Company has not yet adopted a formal written code of ethics because the Company believes that the fiduciary duties
required to be met by the Company’s officers and directors, as set forth above, are sufficient to ensure that the Company
operates in an ethical manner at this stage of the Company’s Development.



36







Item
16C. Principal Accountant Fees and Services



MNP
LLP (MSCM LLP prior to its merger with MNP LLP) has served as the Company’s auditing firm since March 26, 2009. Aggregate
fees billed to the Company for professional services rendered by MNP LLP and its affiliates during the fiscal years ended January
31, 2017 and January 31, 2016 are detailed below:



|                   |  | Year Ended January 31, |      
|------------------ |  | ---------------------- | -----
|                   |  | (Cdn$)                 |      
|                   |  | 2017                   |      
|Audit Fees         |  | $                      | 4,000
|Audit-Related Fees |  | $                      |      
|Tax Fees           |  | $                      |      
|All Other Fees     |  | $                      | 1,000



The
nature of each category of fees is as follows:



Audit
Fees:



Audit
fees were paid for professional services rendered by the auditors for the audit of the Company’s annual financial statements,
reviews of the Company’s condensed interim financial statements and attestation services provided in connection with statutory
and regulatory filings or engagements.



Audit-Related
Fees:



Audit-related
fees are defined as the aggregate fees billed for assurance and related services that are reasonably related to the performance
of the audit or review of the Company’s financial statements and are not reported under the Audit Fees item above. This
category comprises fees billed for advisory services associated with the Company’s financial reporting.



Tax
Fees:



Tax
fees are defined as the aggregate fees billed for professional services rendered by the Company’s external auditor for tax
compliance, tax advice and tax planning.



All
Other Fees:



All
other fees include expenses reimbursed for services rendered to the Company and its subsidiaries, other than the services described
above.



Pre-approval
Policies and Procedures



All
services to be performed by the Company’s auditor must be approved in advance by the Audit Committee. The Audit Committee,
in consultation with senior management, reviews annually and recommends for approval by the Board:



|● | the
    appointment of independent auditors at the annual general meeting of shareholders of the Company;                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | the
    remuneration of the auditors; and                                                                                                                                                                                             
|● | pre-approval
    of all audit and non-audit services to be provided to the Company by the external auditor, other than any de minimisservices
    other than audit, review or attest services allowed by applicable law or regulation.



37







Since
the commencement of the Company’s most recently completed financial year, every recommendation of the Audit Committee to
nominate or compensate an external auditor was adopted by the Board.



Of
the total aggregate fees paid by the Company to its accountants during the fiscal year ended January 31, 2017, none of the aggregate
fees, were approved by the Audit Committee pursuant to the de minimisexception provided by Section (c)(7)(i)(C) of Rule
2-01 of Regulation S-X.



Item
16D. Exemptions from the Listing Standards for Audit Committe



Not
applicable



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





Not
applicable.



Item
16F. Change in Registrant’s Certifying Accountant



Not
applicable.



Item
16G. Corporate Governance



Not
applicable.



Item
16H. Mine Safety Disclosure



Not
applicable.



PART
III



Item
17. Financial Statements.







Following
is a list of financial statements filed as part of this annual report on Form 20-F.



|● | Auditor’s
    Report for Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016. Statements of Financial Position of
    Royal Standard Minerals Inc. as at January 31, 2017 and January 31, 2016.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|● | Statements
    of Operations of Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016.                                                                                                           
|● | Statements
    of Comprehensive Loss of Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016.                                                                                                   
|● | Statements
    of Changes in Shareholders’ Equity of Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016.                                                                                      
|● | Statements
    of Cash Flows of Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016.                                                                                                           
|● | Notes
    to the Financial Statements of Royal Standard Minerals Inc. for the years ended January 31, 2017 and 2016.                                                                                                  
|● | Management’s
    Discussion and Analysis for the year ended January 31, 2017.                                                                                                                                         
|● | Auditor’s
    Report for Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015. Statements of Financial Position of
    Royal Standard Minerals Inc. as at January 31, 2016 and January 31, 2015.
|● | Statements
    of Operations of Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015.                                                                                                           
|● | Statements
    of Comprehensive Loss of Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015.                                                                                                   
|● | Statements
    of Shareholders’ Equity of Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015.                                                                                                 
|● | Statements
    of Cash Flows of Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015.                                                                                                           
|● | Notes
    to the Financial Statements of Royal Standard Minerals Inc. for the years ended January 31, 2016 and 2015.                                                                                                  
|● | Management’s
    Discussion and Analysis for the year ended January 31, 2016.                                                                                                                                         



The
financial statements of Royal Standard Minerals Inc. were prepared in accordance with International Financial Reporting Standards
and are expressed in United States dollars.



38
























Royal
Standard Minerals Inc.



(Expressed
in United States Dollars)



Financial
Statements



Years
Ended January 31, 2017 and 2016












39







Independent
Auditors’ Report



To
the Shareholders of Royal Standard Minerals Inc.



We
have audited the accompanying financial statements of Royal Standard Minerals Inc., which comprise the statements of financial
position as at January 31, 2017 and 2016, and the statements of operations, comprehensive loss, changes in shareholders’
deficiency and cash flows for the then years ended January 31, 2017 and 2016, and a summary of significant accounting policies
and other explanatory information.



Management’s
Responsibility for the Financial Statements



Management
is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board and for such internal control as management determines
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud
or error.



Auditors’
Responsibility



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 Public Company Accounting Oversight Board (PCAOB) standards. Those standards
require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free from material misstatement.



An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.



We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In
our opinion, the financial statements present fairly, in all material respects, the financial position of Royal Standard Minerals
Inc. as at January 31, 2017 and 2016, and its financial performance and its cash flows for the years then ended January 31, 2017
and 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



Emphasis
of Matter



Without
modifying our opinion, we draw attention to Note 1 to the financial statements which highlights the existence of a material uncertainty
relating to conditions that cast significant doubt on Royal Standard Minerals Inc.’s ability to continue as a going concern.



|                 |  |                       
|---------------- |  | ----------------------
|May 30, 2017     |  | Chartered Professional
|Accountants      |  |                       
|Toronto, Ontario |  | Licensed Public       
|Accountants      |  |                       







40







Royal
Standard Minerals Inc.

Statements
of Financial Position

(Expressed
in United States Dollars)










|                                                                                                                             |  | As
    at 
    January 31, 2017 |             |   | As
    at
    January 31,2016 |  
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | - | ----------------------------- | -
|ASSETS                                                                                                                       |  |                                 |             |   |                               |  
|Current                                                                                                                      |  |                                 |             |   |                               |  
|Cash
    and cash equivalents                                                                                                |  | $                               | 5,475       |   |                               | $
|Sundry receivables
    and prepaid expenses                                                                                  |  |                                 | 3,732       |   |                               |  
|Total assets                                                                                                                 |  | $                               | 9,207       |   |                               | $
|LIABILITIES AND SHAREHOLDERS’
    DEFICIENCY                                                                                 |  |                                 |             |   |                               |  
|Liabilities                                                                                                                  |  |                                 |             |   |                               |  
|Current                                                                                                                      |  |                                 |             |   |                               |  
|Accounts payable
    and accrued liabilities (Notes 5 and 10)                                                                |  | $                               | 72,132      |   |                               | $
|Notes
    payable (Notes 6 and 10)                                                                                           |  |                                 | 72,263      |   |                               |  
|Total
    liabilities                                                                                                        |  |                                 | 144,395     |   |                               |  
|Shareholders’
                                 Deficiency Share
                                         capital (Note 7(b)) |  |                                 | 28,273,230  |   |                               |  
|Reserves                                                                                                                     |  |                                 | 10,900,438  |   |                               |  
|Accumulated deficit                                                                                                          |  |                                 | (39,324,289 | ) |                               |  
|Accumulated other
    comprehensive income                                                                                   |  |                                 | 15,433      |   |                               |  
|Total
    shareholders’ deficiency                                                                                           |  |                                 | (135,188    | ) |                               |  
|Total
    liabilities and shareholders’ deficiency                                                                           |  | $                               | 9,207       |   |                               | $
|The Company and Operations
    and Going Concern (Note 1)                                                                    |  |                                 |             |   |                               |  



Approved
by the Board:



|“Carmelo
    Marrelli” |  | “George
    Duguay” | 
|---------------------- |  | ------------------- | 
|Director               |  | Director            | 







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



41







Royal
Standard Minerals Inc.

Statements
of Operations

(Expressed
in United States Dollars)








|                                                 |  | Years
    Ended |        
|------------------------------------------------ |  | --------------- | -------
|                                                 |  | January
    31, |        
|                                                 |  | 2017            |        
|Expenses                                         |  |                 |        
|General
    and administrative (Notes 10 and 11) |  | $               | 42,687 
|Net
    loss for the year                        |  | $               | (42,687
|Basic loss per share (Note 8)                    |  | $               | (0.00  
|Diluted loss per share (Note 8)                  |  | $               | (0.00  



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



42







Royal
Standard Minerals Inc.

Statements
of Comprehensive Loss

(Expressed
in United States Dollars)








|                                                            |  | Years
    Ended |        
|----------------------------------------------------------- |  | --------------- | -------
|                                                            |  | January
    31, |        
|                                                            |  | 2017            |        
|Net
    loss for the year                                   |  | $               | (42,687
|                                                            |  |                 |        
|Other comprehensive
    income (loss)                       |  |                 |        
|                                                            |  |                 |        
|Item that will not
    be reclassified subsequently to loss |  |                 |        
|Foreign currency
    translation                            |  |                 | (5,115 
|                                                            |  |                 |        
|Comprehensive
    loss for the year                         |  | $               | (47,802



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



43







Royal
Standard Minerals Inc.

Statements
of Changes in Shareholders’ Deficiency

(Expressed
in United States Dollars)








|                              |  |         |            |  |          |   |            |             |  |   | Accumulated   |   |  |       |       
|----------------------------- |  | ------- | ---------- |  | -------- | - | ---------- | ----------- |  | - | ------------- | - |  | ----- | ------
|                              |  |         |            |  |          |   |            |             |  |   | Other         |   |  |       |       
|                              |  | Share   |            |  |          |   |            | Accumulated |  |   | Comprehensive |   |  |       |       
|                              |  | Capital |            |  | Reserves |   |            | Deficit     |  |   | Income        |   |  | Total |       
|Balance, January 31, 2015     |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,250,301   | ) |  | $     | 13,586
|Foreign currency translation  |  |         | -          |  |          |   | -          |             |  |   | -             |   |  |       | 6,962 
|Net loss for
    the year     |  |         | -          |  |          |   | -          |             |  |   | (31,301       | ) |  |       | -     
|Balance, January
    31, 2016 |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,281,602   | ) |  | $     | 20,548
|Foreign currency translation  |  |         | -          |  |          |   | -          |             |  |   | -             |   |  |       | (5,115
|Net loss for the year         |  |         | -          |  |          |   | -          |             |  |   | (42,687       | ) |  |       | -     
|Balance, January
    31, 2017 |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,324,289   | ) |  | $     | 15,433



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





44







Royal
Standard Minerals Inc.

Statements
of Cash Flows

(Expressed
in United States Dollars)



|                                                 |  | Years
    Ended |        
|------------------------------------------------ |  | --------------- | -------
|                                                 |  | January
    31, |        
|                                                 |  | 2017            |        
|Operating activities                             |  |                 |        
|                                                 |  |                 |        
|Net loss for the year                            |  | $               | (42,687
|Operating item not involving cash:               |  |                 |        
|Foreign exchange                                 |  |                 | (5,115 
|Changes in non-cash working capital:             |  |                 |        
|Sundry receivables
    and prepaid               |  |                 | 54     
|Accounts
    payable and accrued liabilities     |  |                 | 21,823 
|                                                 |  |                 |        
|Cash used in
    operating activities            |  |                 | (25,925
|                                                 |  |                 |        
|Financing activities                             |  |                 |        
|                                                 |  |                 |        
|Notes payable                                    |  |                 | 20,987 
|Cash provided
    by financing activities        |  |                 | 20,987 
|                                                 |  |                 |        
|Net change in cash
    and cash equivalents      |  |                 | (4,938 
|Cash and cash
    equivalents, beginning of year |  |                 | 10,413 
|                                                 |  |                 |        
|Cash
    and cash equivalents, end of year       |  | $               | 5,475  



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



45







|1. | The
    Company and Operations and Going Concern
|-- | ------------------------------------------------



Royal
Standard Minerals Inc. (the “Company”) is a publicly held company focused on identifying suitable assets or
businesses to acquire or merge with, with a view to maximizing value for shareholders. The Company was previously engaged in
the acquisition, exploration and development of gold and precious metal properties in the United States of America but has
disposed of these interests. The Company is continued under the Canada Business Corporations Act and its common shares are
quoted in the United States of America on the Over-the-Counter (“OTC”) Bulletin Board. Inception has been deemed
to be June 26, 1996, the date on which the Company acquired all of the outstanding common shares of Southeastern Resources
Inc. (“SRI”), which acquisition was accounted for as a reverse takeover of the Company by SRI. The
Company’s head office is located at The Canadian Venture Building, 82 Richmond Street East, Suite 200, Toronto,
Ontario, M5C 1P1, Canada.



The
financial statements were approved by the Board of Directors on May 30, 2017.



These
financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume 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 as they come due. In assessing whether the going concern assumption is appropriate, management
takes into account all available information about the future, which is at least, but is not limited to, twelve months from the
end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions
that cast significant doubt upon the entity’s ability to continue as a going concern. The Company had a loss of $42,687
during the year ended January 31, 2017 (year ended January 31, 2016 - loss of $31,301) and has an accumulated deficit of $39,324,289
(January 31, 2016 - $39,281,602). In addition, the Company has a working capital deficiency of $135,188 at January 31, 2017 (January
31, 2016 - $87,386).



There
is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting
principles applicable to a going concern. These financial statements do not reflect the adjustments, to the carrying values or
classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to realize
its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These
adjustments could be material.



|2. | Significant
    Accounting Policies
|-- | -----------------------------------



Statement
of compliance



The
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued
by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee
of the IASB. The policies set out below have been consistently applied to all periods presented.



46







|2. | Significant
    Accounting Policies (Continued)
|-- | -----------------------------------------------



Income
taxes



Tax
expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent
that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.



Current
tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.



Deferred
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent
that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable
temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected
to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by
the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realized simultaneously.



A
deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.



Loss
per common share



Basic
loss per share is computed by dividing the loss for the year by the weighted average number of common shares outstanding during
the year, including contingently issuable shares which are included when the conditions necessary for issuance have been met.
Diluted loss per share is calculated in a similar manner, except that the weighted average number of common shares outstanding
is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants,
if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and
warrants.



Foreign
currency translation



The
Company translates the assets and liabilities of the Company from the functional currency of Canadian Dollars to the presentation
currency at the period end rate. Revenue and expenses are translated at the average rate of exchange prevailing during the period.
The resulting unrealized gain or loss on translation is recognized as other comprehensive income or loss. Equity is translated
at historical rates.





47







|2. | Significant
    Accounting Policies (Continued)
|-- | -----------------------------------------------



Financial
instruments



The
Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets
and financial liabilities, with the exception of financial assets classified at fair value through profit or loss, are measured
at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit or loss are measured
at fair value on initial recognition and transaction costs are expensed when incurred. Securities are accounted for at the trade
date.



Measurement
in subsequent periods depends on the classification of the financial instrument.



i)
Financial assets at fair value through profit or loss (“FVTPL”)



Financial
assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value
option), or if they are derivative assets that are not part of an effective and designated hedging relationship. Financial assets
classified as FVTPL are measured at fair value, with changes recognized in the statements of operations.



The
Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any
derivative instruments or apply hedge accounting.



ii)
Available-for-sale financial assets



Financial
assets are classified as available-for-sale when so designated by management. Financial assets classified as available-for-sale
are measured at fair value, with changes recognized in the other comprehensive income.



The
Company did not have any financial asset classified as available-for-sale at January 31, 2017 and January 31, 2016.



iii)
Loans and receivables



Loans
and receivables are non-derivative financial assets that have fixed or determinable payments and are not quoted in an active market.
Subsequent to initial recognition, loans and receivables are carried at amortized cost using the effective interest method.



Sundry
receivables are classified as loans and receivables.



iv)
Financial liabilities at FVTPL



This
category comprises derivatives, or liabilities acquired or incurred principally for the purpose of being sold or repurchased in
the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in
the statements of operations.



The
Company may enter into certain financial derivative contracts in order to manage the exposure to market risks from fluctuations
in commodity prices. The Company’s policy is not to utilize derivative financial instruments for speculative purposes.



48







|2. | Significant
    Accounting Policies (Continued)
|-- | -----------------------------------------------



Financial
instruments (continued)



iv)
Financial liabilities at FVTPL (continued)



Embedded
derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the
host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative
would meet the definition of a derivative, and the combined instrument is not measured at FVTPL. Changes in the fair value of
separable embedded derivatives are recognized immediately in profit or loss.



v)
Other financial liabilities



Other
financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial
liabilities that are not subject to hedge accounting, are measured at amortized cost using the effective interest method.



Accounts
payable and accrued liabilities and notes payable are classified as other financial liabilities. The Company does not currently
apply hedge accounting.



The
effective interest method is a method of calculating the amortized cost of an instrument and of allocating interest income over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including
all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the debt instrument to the net carrying amount on initial recognition.



vi)
Financial instruments recorded at fair value



Financial
instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 - valuation
based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - valuation techniques based
on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and Level 3 - valuation techniques using inputs for the asset or liability that
are not based on observable market data (unobservable inputs). As of January 31, 2017 and January 31, 2016, the only financial
instrument measured at fair value is the Company’s cash and cash equivalents.



Cash
and cash equivalents is considered Level 1.



49







|2. | Significant
    Accounting Policies (Continued)
|-- | -----------------------------------------------



Significant
accounting judgments and estimates



The
preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during
the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by
their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require
accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the
estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical
experience, current and future economic conditions and other factors, including expectations of future events that are believed
to be reasonable under the circumstances.



Critical
accounting judgments



| | ● | the
    measurement of income taxes payable and deferred tax assets and liabilities requires management to make judgments in the interpretation
    and application of the relevant tax laws. Deferred tax assets require management to assess the likelihood that the Company
    will generate taxable income in future periods in order to utilize recognized deferred tax assets;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | going
    concern presentation of the financial statements 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 as they come
    due; and                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                                                                                      
| | ● | management’s
    determination that the functional currency of the Company is the Canadian Dollar.                                                                                                                                                                                                                                                                                   



New
standards not yet adopted and interpretations issued but not yet effective



IFRS
9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 -
Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether
a financial asset is measured at amortized cost or fair value, replacing the 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, 2018. Earlier adoption is permitted. The Company is in the process of assessing the impact of this
pronouncement.





|3. | Capital Management
|-- | ------------------



The
Company manages its capital with the following objectives:



| | ● | to
    ensure sufficient financial flexibility to achieve the ongoing business objectives; and
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               
| | ● | to
    maximize shareholder return through enhancing the share value.                         



50







|3. | Capital
    Management (Continued)
|-- | ----------------------------------



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 new
shares, 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’s equity comprises of share capital, reserves, accumulated other comprehensive income and accumulated deficit, which
at January 31, 2017 was a deficiency of $135,188 (January 31, 2016 - $87,386). Note that included in the statements of financial
position presented is a deficit of $39,324,289 as at January 31, 2017 (January 31, 2016 - $39,281,602).



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. 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, 2017. The Company is not subject to external capital requirements.



|4. | Financial
    Risk Factors
|-- | --------------------------



The
Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk



(including
interest rate and foreign currency 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.



(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 and cash equivalents. The Company has no significant concentration of credit risk
arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management believes
the risk of loss to be minimal.



(ii)
Liquidity risk



The
Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when
due (see note 1). As at January 31, 2017, the Company had a cash balance of $5,475 (January 31, 2016 - $10,413) to settle current
liabilities of $144,395 (January 31, 2016 - $101,585). All of the Company’s financial liabilities have contractual maturities
of less than 60 days and are subject to normal trade terms.



51







|4. | Financial
    Risk Factors (Continued)
|-- | --------------------------------------



(iii)
Market risk



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



Interest
rate risk



The
Company has cash balances and no variable 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 interest rate risk is remote.



Foreign
currency risk



The
Company’s functional currency is Canadian dollars and major purchases are transacted in Canadian dollars. The Company’s
reporting currency is the United States dollar.





|5. | Accounts Payable and Accrued Liabilities
|-- | ----------------------------------------



|                    |  | As
    at            |        |  | As
    at            |  
|------------------- |  | -------------------- | ------ |  | -------------------- | -
|                    |  | January
    31, 2017 |        |  | January
    31, 2016 |  
|                    |  |                      |        |  |                      |  
|Trade payables      |  | $                    | 24,756 |  |                      | $
|Accrued liabilities |  |                      | 47,376 |  |                      |  
|                    |  |                      |        |  |                      |  
|                    |  | $                    | 72,132 |  |                      | $



|6. | Notes
    Payable
|-- | -----------------



(i)
The Company entered into a series of promissory note arrangements for the purposes of covering accounting fees, whereby the Company
borrowed a total of CDN $55,179 from C. Marrelli Services Limited (assigned to DSA Capital Limited at December 31, 2016) and CDN
$4,186 from DSA Capital Limited (the “Notes”). DSA Capital Limited controlled 278,960,559 common shares of the Company
and is beneficially controlled by Carmelo Marrelli. The Notes are unsecured, bear interest at a rate of 2% per annum and are due
on demand.



(ii)
On February 12, 2015, the Company obtained separate promissory notes of CDN$4,000 from each of George Duguay, C. Marrelli Services
Limited and Lonnie Kirsh, for total promissory notes of CDN$12,000. These notes are unsecured, bear interest at an annual rate
at 2% and are due on demand.



(iii)
The Company entered into a series of promissory note arrangements of CDN$7,000 from each of George Duguay, C. Marrelli Services
Limited and Lonnie Kirsh, for total promissory notes of CDN$21,000. These notes are unsecured, bear interest at an annual rate
at 2% and are due on demand.





52









|7. | Share
    Capital
|-- | -----------------



(a)
Authorized



The
authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares,
each without par value.



(b)
Issued



|                                                                     |  |  |  | Shares      |  |  |   | Amount     | 
|-------------------------------------------------------------------- |  |  |  | ----------- |  |  | - | ---------- | 
|                                                                     |  |  |  |             |  |  |   |            | 
|Balance,
    January 31, 2015, January 31, 2016 and January 31, 2017 |  |  |  | 920,835,502 |  |  | $ | 28,273,230 | 



|8. | Basic
    and Diluted Loss Per Share
|-- | ------------------------------------



The
following table sets forth the computation of basic and diluted loss per share:



|                                                                                    |  | Years
    Ended |            
|----------------------------------------------------------------------------------- |  | --------------- | -----------
|                                                                                    |  | January
    31, |            
|                                                                                    |  | 2017            |            
|Numerator:                                                                          |  |                 |            
|Loss
    for the year                                                               |  | $               | (42,687    
|Denominator:                                                                        |  |                 |            
|Weighted average number of common shares outstanding for basic
    loss per share   |  |                 | 920,835,502
|Weighted average number of common
    shares outstanding for diluted loss per share |  |                 | 920,835,502
|Basic loss per share                                                                |  | $               | (0.00      
|Diluted loss per share                                                              |  | $               | (0.00      



|9. | Income
    Taxes
|-- | ----------------



The
following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rate at 26.50% (2016
- 26.50%) to the amounts recognized in the statements of operations:



|                                                      |  | Years
    Ended |         
|----------------------------------------------------- |  | --------------- | --------
|                                                      |  | January
    31, |         
|                                                      |  | 2017            |         
|Net
    (loss) income before income taxes             |  | $               | (42,687 
|Expected tax (recovery) expense at statutory
    rate |  | $               | (11,312 
|Permanent differences                                 |  |                 | -       
|Functional currency translation                       |  |                 | (151,258
|Tax benefits
    not recognized                       |  |                 | 162,570 
|Tax provision                                         |  | $               | -       





53







|9. | Income
    Taxes (Continued)
|-- | ----------------------------



Deferred
Tax Assets and Liabilities



Unrecognized
deferred tax



The
following represents the deductible temporary differences by jurisdiction which have not been recognized in the financial statements.



|                                             |  | 2017 |           |  | 2016 |  
|-------------------------------------------- |  | ---- | --------- |  | ---- | -
|Unclaimed non-capital losses                 |  |      |           |  |      |  
|Excess of unclaimed resources
    pools over |  | $    | 6,587,089 |  |      | $
|carrying value of exploration properties     |  |      | 1,182,347 |  |      |  
|                                             |  | $    | 7,769,436 |  |      | $



The
excess of unclaimed resources pools over carrying value of exploration properties can be carried forward indefinitely. The unclaimed
non-capital losses carried forward expire as follows:



|        |  |  |      |  | Canada |  
|------- |  |  | ---- |  | ------ | -
|Expires |  |  | 2026 |  |        | $
|        |  |  | 2027 |  |        |  
|        |  |  | 2028 |  |        |  
|        |  |  | 2029 |  |        |  
|        |  |  | 2030 |  |        |  
|        |  |  | 2031 |  |        |  
|        |  |  | 2032 |  |        |  
|        |  |  | 2033 |  |        |  
|        |  |  | 2034 |  |        |  
|        |  |  | 2035 |  |        |  
|        |  |  | 2036 |  |        |  
|        |  |  | 2037 |  |        |  
|        |  |  |      |  |        | $



|10. | Related
    Party Transactions and Balances
|--- | -------------------------------------------



Daniel
Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. (“Marrelli Support”),
a firm providing accounting services. Marrelli Support’s President, Carmelo Marrelli, beneficially controls 278,960,559
common shares of the Company through his holding company, DSA Capital Limited. Fees for services provided by Marrelli Support
totaled $12,380, for the year ended January 31, 2017 (year ended January 31, 2016 - $15,346). As at January 31, 2017, Marrelli
Support was owed $5,322 and this amount was included in accounts payable and accrued liabilities (January 31, 2016 - $4,217).



During
the year ended January 31, 2017, the Company incurred fees totaling $627 (year ended January 31, 2016 - $810) for filing services
received from DSA Corporate Services Inc. (“DSA”), an organization that Mr. Marrelli controls. Mr. Marrelli is also
the corporate secretary and sole director of DSA. As at January 31, 2017, DSA was owed $176 and this amount was included in accounts
payable and accrued liabilities (January 31, 2016 - $1,182).



54







|10. | Related
    Party Transactions and Balances (Continued)
|--- | -------------------------------------------------------



At
January 31, 2017, notes payable of $72,263 (January 31, 2016 - $51,276) is made up of $55,043 (January 31, 2016 - $35,447) owed
to DSA Capital Limited, $8,610 (January 31, 2016 - $7,915) owed to Lonnie Kirsh, the Chief Executive Officer (“CEO”)
of the Company and $8,610 (January 31, 2016 - $7,914) owed to George Duguay, a director and shareholder of the Company. The notes
payable are unsecured, bear interest at 2% per annum and are due on demand (note 6). The interest expense pertaining to the notes
payable for the year ended January 31, 2017 is $1,204 (year ended January 31, 2016 - $587).



During
the year ended January 31, 2017, the Company incurred fees totaling $6,858 (year ended January 31, 2016 - $2,711) for legal services
received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and CEO of the Company. An amount
of $26,437 is included in accounts payable and accrued liabilities at January 31, 2017 (January 31, 2016 - $18,343).



During
the year ended January 31, 2017, the Company incurred fees totaling $4,557 (year ended January 31, 2016 - $4,629) for consulting
services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the
President. An amount of $12,564 is included in accounts payable and accrued liabilities at January 31, 2017 (January 31, 2016
- $7,497).



To
the knowledge of the directors and senior officers of the Company, as at January 31, 2017, no person or corporation beneficially
owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common
shares of the Company other than as set out below:



|                                                       |  |                   |             |  | Percentage
    of | 
|------------------------------------------------------ |  | ----------------- | ----------- |  | ----------------- | 
|                                                       |  | Number
    of     |             |  | outstanding       | 
|Major
    Shareholder                                  |  | common
    shares |             |  | common
    shares | 
|                                                       |  |                   |             |  |                   | 
|Lonnie Kirsh, Chief Executive
    Officer and Director |  |                   | 278,960,559 |  |                   | 
|George Duguay, Director                                |  |                   | 278,960,559 |  |                   | 
|DSA Capital Limited                                    |  |                   | 278,960,559 |  |                   | 



None
of the Company’s major shareholders have different voting rights than other holders of the Company’s common shares.





|11. | General and Administrative
|--- | --------------------------



|                                    |  | Years
    Ended |       
|----------------------------------- |  | --------------- | ------
|                                    |  | January
    31, |       
|                                    |  | 2017            |       
|                                    |  |                 |       
|Corporate development (Note
    10) |  | $               | 2,542 
|Office and general (Note 10)        |  |                 | 5,879 
|Professional fees (Note 10)         |  |                 | 29,709
|Consulting fees
    (Note 10)       |  |                 | 4,557 
|                                    |  | $               | 42,687



|12. | Subsequent
    Event
|--- | --------------------



Subsequent
to January 31, 2017, the Company obtained separate promissory notes of CDN$5,400 from each of George Duguay, DSA Capital Limited
and Lonnie Kirsh, for total promissory notes of CDN$16,200. These notes are unsecured, bear interest at an annual rate at 2% and
are due on demand.



55













ROYAL
STANDARD MINERALS INC.



MANAGEMENT’S
DISCUSSION

AND
ANALYSIS



YEAR
ENDED JANAURY 31, 2017



56









Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



This
Management Discussion and Analysis (“MD&A”) is dated May 30, 2017 and unless otherwise noted, should be read in
conjunction with the Company’s audited financial statements for the years ended January 31, 2017 and 2016 and the notes
thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s financial statements have
been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A was written to
comply with the requirements of National Instrument 51-102-Continuous Disclosure Obligations. In the opinion of management, all
adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included.
The results presented for the year ended January 31, 2017 are not necessarily indicative of the results that may be expected for
any future period.



The
Company’s head office is located at The Canadian Venture Building, 82 Richmond Street East, Suite 200, Toronto, Ontario,
M5C 1P1, Canada.



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 is a change or a fact that has or would reasonably be
expected to have, a significant effect on 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.



The
Company’s common shares are quoted in the United States of America on the Over the Counter Bulletin Board “OTC:BB”,
under the symbol RYSMF.



DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS



This
MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws
(collectively referred to herein as “forward-looking statements”). These statements relate to future events or the
Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often,
but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”,
“projects”, “predicts”, “intends”, “anticipates” or “believes”, or
variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”,
“could”, “would”, “should”, “might” or “will” be taken, occur or be
achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results
to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A
speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain
significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-



57







Royal
Standard Minerals Inc.



Management’s
Discussion and Analysis

Year
Ended January 31, 2017



Discussion
Dated May 30, 2017



looking
statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.



|Forward-looking
    statements                                        |  | Assumptions                                                                                                                                                                                                                                                                             |  | Risk
    factors                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                      |  |                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                          
|The
    Company will be able to continue its business activities.     |  | The
    Company has anticipated all material costs and the operating activities of the Company, and such costs and activities will
    be consistent with the Company’s current expectations; the Company will be able to obtain shareholder loans or equity
    funding when required. |  | Unforeseen
    costs to the Company will arise; any particular operating cost increase or decrease from the date of the estimation; and capital
    markets not being favourable for funding and/or related parties discontinue funding the Company resulting in the Company not
    being able to obtain financing when required or on acceptable terms.
|                                                                      |  |                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                          
|The
    Company will be able to carry out anticipated business plans. |  | The
    operating activities of the Company for the twelve months ending January 31, 2018, will be consistent with the Company’s
    current expectations.                                                                                                                              |  | Sufficient
    funds not being available; increases in costs; the Company may be unable to retain key personnel.                                                                                                                                                                                                                                         



Inherent
in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control.
Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned
that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements,
and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.



Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results,
performance or achievements to be materially different from any of its future results, performance or achievements expressed or
implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly,
readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly
or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except
as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that
it will make additional updates with respect to those or other forward-looking statements, unless required by law.



58







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



DESCRIPTION
OF BUSINESS AND GOING CONCERN



The
Company’s business activities are currently restricted to funding ongoing operations as a reporting issuer and to repaying
existing creditors and is currently seeking new business opportunities. Success in identifying a suitable new asset or business
for the Company is uncertain. Unless the Company can identify a suitable asset or business opportunity and/or obtain additional
financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Without a
suitable asset or business opportunity and/or additional financing, the Company will be required to consider the basis on which
it will continue as an entity. The Company has no operating revenues and therefore it must utilize current cash and cash equivalents
to satisfy outstanding liabilities.



The
Company’s financial statements have been prepared on the basis of accounting principles applicable to a going concern, which
assume 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 as they come due. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future, which is at least, but is not limited to, twelve months
from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events
or conditions that cast significant doubt upon the entity’s ability to continue as a going concern. The Company had a loss
of $42,687 during the year ended January 31, 2017 (year ended January 31, 2016 - $31,301) and has an accumulated deficit of $39,324,289
(January 31, 2016 - accumulated deficit of $39,281,602). In addition, the Company has a working capital deficiency of $135,188
at January 31, 2017 (January 31, 2016 - working capital deficiency of $87,386).



The
Company’s ability to continue to meet its obligations is uncertain and, as a result, there is significant doubt regarding
the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to
a going concern. The Company has no remaining mineral property interests and its business activities are currently restricted
to funding ongoing operations as a reporting issuer and to repaying existing creditors and is currently focused on identifying
suitable assets or businesses to acquire or merge with. Success in identifying a suitable new asset or business for the Company
is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities. Unless the Company can identify
a suitable asset or business opportunity and/or obtain additional financing in the near term, there is significant doubt on the
ability of the Company to repay its outstanding liabilities. If the Company is unable to extinguish all of its outstanding liabilities,
the going concern assumption will not be valid. The financial statements do not reflect the adjustments to the carrying values
or classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to
realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future.
These adjustments could be material.



59







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



OVERALL
PERFORMANCE



The
Company’s net loss for the year ended January 31, 2017 was $42,687 ($0.00 loss per share) compared to a loss of $31,301
($0.00 loss per share) for the year ended January 31, 2016, an increase in net loss of $11,386. The increase in net loss relates
mainly to an increase in office and general expenses and professional fees of $1,832 and $9,052, respectively, due to costs related
to the Company filing its Form 20-F Annual Report for the fiscal years ended January 31, 2014, 2015 and 2016 in the US.



FINANCIAL
PERFORMANCE



Three
months ended January 31, 2017, compared with three months ended January 31, 2016



The
Company’s net loss for the three months ended January 31, 2017 was $10,067 ($0.00 loss per share) compared to a net loss
$8,885 ($0.00 loss per share) for the three months ended January 31, 2016. No revenue was received in either period. The increase
in loss of $1,182 was principally the result of:



| | ● | Professional
    fees increased $559 for the three months ended January 31, 2017, compared to the same period in 2016. The increase was the
    result of increased accounting fees in the current period.                 
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                            
| | ● | Corporate
    development expenses increased $722 for the three months ended January 31, 2017, compared to the same period in 2016. The
    increase was the result of increased transfer agent fees in the current period.



Year
ended January 31, 2017, compared with year ended January 31, 2016



The
Company’s net loss for the year ended January 31, 2017 was $42,687 ($0.00 loss per share) compared to a net loss $31,301
($0.00 loss per share) for the year ended January 31, 2016. No revenue was received in either period. The increase in loss of
$11,386 was principally the result of:



| | ● | Office
    and general expenses increased $1,832 for the year ended January 31, 2017, compared to the same period in 2016. The increase
    was mainly the result of preparation and filing fees for the Company’s Form 20-F Annual Report for the fiscal years
    ended January 31, 2014, 2015 and 2016 in the US.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                     
| | ● | Professional
    fees increased $9,052 for the year ended January 31, 2017, compared to the same period in 2016. The increase was mainly the
    result of the Company filing its Form 20-F Annual Report for the fiscal years ended January 31, 2014, 2015 and 2016 in the
    US.                                 



60







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



SELECTED
ANNUAL FINANCIAL INFORMATION



The
following is selected financial data derived from the audited financial statements of the Company as at January 31, 2017, 2016
and 2015 and for the years then ended.



|                                                    |  | Year
    ended January 31, 2017 |         |   | Year
                                         ended January
                                         31,2016 |   |         | Year
    ended January 31, 2015 | 
|--------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------------------------------------------------------------------------------------ | - | ------- | ------------------------------- | 
|Net (loss) income                                   |  | $                               | (42,687 | ) |                                                                                                              | $ | (31,301 | )                               | 
|Net (loss) income per share - basic
    and diluted |  | $                               | (0.00   | ) |                                                                                                              | $ | (0.00   | )                               | 



|                                |  | As
                                         at January
                                         31, 2017 |       |  | As
    at 
    January 31, 2016 |   |        | As
    at 
    January 31, 2015 | 
|------------------------------- |  | -------------------------------------------------------------------------------------------------------- | ----- |  | ------------------------------- | - | ------ | ------------------------------- | 
|                                |  |                                                                                                          |       |  |                                 |   |        |                                 | 
|Total assets                    |  | $                                                                                                        | 9,207 |  |                                 | $ | 14,199 |                                 | 
|Long-term financial liabilities |  | $                                                                                                        | nil   |  |                                 | $ | nil    |                                 | 



61







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



SUMMARY
OF QUARTERLY RESULTS



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



|Three
    Months Ended |  |  | Net
                                         Revenues ($) |  | Net
    Loss  ($) |        
|---------------------- |  |  | --------------------------------------------------------- |  | ----------------- | -------
|January
    31, 2017   |  |  | nil                                                       |  |                   | (10,067
|October 31, 2016       |  |  | nil                                                       |  |                   | (7,078 
|July 31, 2016          |  |  | nil                                                       |  |                   | (10,483
|April 30, 2016         |  |  | nil                                                       |  |                   | (15,059
|January 31, 2016       |  |  | nil                                                       |  |                   | (8,885 
|October 31, 2015       |  |  | nil                                                       |  |                   | (4,041 
|July 31, 2015          |  |  | nil                                                       |  |                   | (9,795 
|April 30, 2015         |  |  | nil                                                       |  |                   | (8,580 



LIQUIDITY
AND CAPITAL RESOURCES



The
Company currently has no positive operating cash flow and has, to date, financed its activities and its ongoing expenditures primarily
through equity transactions such as equity offerings, the exercise of warrants and other financing arrangements. The Company believes
that additional financing will be required to fund its operating expenses as it searches for suitable assets and businesses to
merge with or acquire.



As
at January 31, 2017, the Company had cash and cash equivalents of $5,475. Cash used in operating activities was $25,925 for the
year ended January 31, 2017. During the year ended January 31, 2017, the Company experienced a net increase of $21,877 in non-cash
working capital items, which was mainly due to an increase in accounts payable and accrued liabilities of $21,823. Cash provided
by financing activities was $20,987 for the year ended January 31, 2017 due to notes payable advanced from related parties.



The
Company’s approach to managing liquidity risk has been to ensure that it will have sufficient liquidity to meet
liabilities when due. As at January 31, 2017, the Company had cash and cash equivalents of $5,475 compared to $10,413 as at
January 31, 2016, to settle current liabilities of $144,395 compared to $101,585 as at January 31, 2016. The Company
currently does not have sufficient cash and cash equivalents to settle current liabilities although creditors who are related
to the Company have agreed to defer payment. See also “Subsequent Event” below for funds received subsequent to
January 31, 2017. All of the Company’s financial liabilities have contractual maturities of less than 60 days and are
subject to normal trade terms. The Company regularly evaluates its cash position in an effort to maintain its
liquidity.



62







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



There
is no assurance that future 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, 2017 and the date of this MD&A, the Company had 920,835,502 common shares issued and outstanding and no stock
options outstanding. The Company’s liquidity risk with financial instruments is minimal as any excess cash, when present,
is deposited with a Schedule I Canadian bank.



RELATED
PARTY TRANSACTIONS



Daniel
Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. (“Marrelli Support”),
a firm providing accounting services. Marrelli Support’s President, Carmelo Marrelli, beneficially controls 278,960,559
common shares of the Company through his holding company, DSA Capital Limited. Fees for services provided by Marrelli Support
totaled $12,380, for the year ended January 31, 2017 (year ended January 31, 2016 - $15,346). As at January 31, 2017, Marrelli
Support was owed $5,322 and this amount was included in accounts payable and accrued liabilities (January 31, 2016 - $4,217).



During
the year ended January 31, 2017, the Company incurred fees totaling $627 (year ended January 31, 2016 - $810) for filing services
received from DSA Corporate Services Inc. (“DSA”), an organization that Mr. Marrelli controls. Mr. Marrelli is also
the corporate secretary and sole director of DSA. As at January 31, 2017, DSA was owed $176 and this amount was included in accounts
payable and accrued liabilities (January 31, 2016 - $1,182).



At
January 31, 2017, notes payable of $72,263 (January 31, 2016 - $51,276) is made up of $55,043 (January 31, 2016 - $35,447) owed
to DSA Capital Limited, $8,610 (January 31, 2016 - $7,915) owed to Lonnie Kirsh, the Chief Executive Officer (“CEO”)
of the Company and $8,610 (January 31, 2016 - $7,914) owed to George Duguay, a director and shareholder of the Company. The notes
payable are unsecured, bear interest at 2% per annum and are due on demand (note 6). The interest expense pertaining to the notes
payable for the year ended January 31, 2017 is $1,204 (year ended January 31, 2016 - $587).



During
the year ended January 31, 2017, the Company incurred fees totaling $6,858 (year ended January 31, 2016 - $2,711) for legal services
received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and CEO of the Company. An amount
of $26,437 is included in accounts payable and accrued liabilities at January 31, 2017 (January 31, 2016 - $18,343).



During
the year ended January 31, 2017, the Company incurred fees totaling $4,557 (year ended January 31, 2016 - $4,629) for consulting
services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the
President. An amount of $12,564 is included in accounts payable and accrued liabilities at January 31, 2017 (January 31, 2016
- $7,497).



To
the knowledge of the directors and senior officers of the Company, as at January 31, 2017, no person or corporation beneficially
owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common
shares of the Company other than as set out below:



63







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



|Major
    Shareholder                                  |  | Number
    of common shares |             |  | Percentage
    of outstanding common shares | 
|------------------------------------------------------ |  | --------------------------- | ----------- |  | ------------------------------------------- | 
|Lonnie Kirsh, Chief Executive
    Officer and Director |  |                             | 278,960,559 |  |                                             | 
|George Duguay, Director                                |  |                             | 278,960,559 |  |                                             | 
|DSA Capital Limited                                    |  |                             | 278,960,559 |  |                                             | 



None
of the Company’s major shareholders have different voting rights than other holders of the Company’s common shares.



SHARE
CAPITAL



The
Company is authorized to issue an unlimited number of common shares and preferred shares. As of the date of this MD&A, the
Company had 920,835,502 common shares outstanding.



OFF
BALANCE SHEET ARRANGEMENTS



As
of the date hereof, management believes 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.



NEW
ACCOUNTING PRONOUNCEMENTS



IFRS
9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 - Financial
Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial
asset is measured at amortized cost or fair value, replacing the 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, 2018. Earlier adoption is permitted.
The Company is in the process of assessing the impact of this pronouncement.



64







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



MANAGEMENT
OF CAPITAL



The
Company manages its capital with the following objectives:



| | ● | to
    ensure sufficient financial flexibility to achieve the ongoing business objectives; and
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               
| | ● | to
    maximize shareholder return through enhancing the share value.                         



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 new
shares, 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’s equity comprises of share capital, reserves, accumulated other comprehensive income and accumulated deficit, which
at January 31, 2017 was a deficiency of $135,188 (January 31, 2016 - deficiency of $87,386). Note that included in the statements
of financial position presented is a deficit of $39,324,289 as January 31, 2017 (January 31, 2016 - $39,281,602).



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. 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, 2017. The Company is not subject to external capital requirements.



SUBSEQUENT
EVENT



Subsequent
to January 31, 2017, the Company obtained separate promissory notes of CDN$5,400 from each of George Duguay, DSA Capital Limited
and Lonnie Kirsh, for total promissory notes of CDN$16,200. These notes are unsecured, bear interest at an annual rate at 2% and
are due on demand.



FINANCIAL
RISK FACTORS



The
Company’s financial instruments, consisting of cash and cash equivalents, sundry receivables, notes payable and accounts
payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is
management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these
financial instruments.



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.



65







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



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 and cash equivalents. The Company has no significant concentration of credit risk
arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management believes
the risk of loss to be minimal.



Liquidity
risk



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, 2017, the Company had a cash balance of $5,475 (January 31, 2016 - $10,413) to settle current liabilities
of $144,395 (January 31, 2016 - $101,585). All of the Company’s financial liabilities have contractual maturities of less
than 60 days and are subject to normal trade terms.



It
is expected the Company will be funded by shareholder loans or private placements from related parties until the Company finds
an asset or business to incorporate into the Company.



Market
risk



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



Interest
rate risk



The
Company has cash balances and no variable 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 interest rate risk is remote.



Foreign
currency risk



The
Company’s functional currency is Canadian dollars and major purchases are transacted in Canadian dollars. The Company’s
reporting currency is the United States dollar.



RISK
FACTORS



At
the present time, the Company does not hold any interest in an active operating business or asset. The Company’s viability
and potential success lie in its ability to develop, exploit and generate revenue from a future asset or business acquisition.
Revenues, profitability and cash flow from any future asset or business acquisition involving the Company are difficult to predict
and will be influenced by factors unknown to management at the present time. The Company has limited financial resources and there
is no assurance that it will be able to obtain adequate financing in the future or that the terms of any such financing will be
favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of future business activities
of the Company with the possible dilution or loss of such business activities.



66







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



The
Company’s ability to continue as a going concern is uncertain and is dependent upon its ability to identify assets or business
opportunities to acquire or merge with. Success in identifying a new assets or business is uncertain. Furthermore, the Company
has limited working capital to pursue such opportunities. Unless the Company can identify a suitable assets or business opportunity
and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a
going concern. Any material delays, or failure of, identifying a suitable business opportunity and/or obtaining additional financing
in the near term is likely to have a material adverse impact on the business, operations and prospects of the Company and the
ability of the Company to raise adequate financing and re-commence business operations, which in turn is likely to have a material
adverse impact on the Company’s business, assets and financial condition.



Additionally,
certain of the directors and officers of the Company may also serve as directors and officers of other companies 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.



Consequently,
such directors and officers will be dividing their time between their duties to the Company and their duties to their other reporting
issuers.



RISK
MANAGEMENT



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 provides regular guidance for overall risk management.



DISCLOSURE
OF INTERNAL CONTROLS



Management
has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable
diligence to ensure that (i) the 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 financial statements, and (ii) the financial statements
fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the
date of and for the periods presented.



In
contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in
Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company
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 such certificate are not making any representations relating to the establishment and maintenance of:



67







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2017

Discussion
Dated May 30, 2017



| | (i)  | controls
    and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its
    annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized
    and reported within the time periods specified in securities legislation; and
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                    
| | (ii) | a
    process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
    statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).                                                                                                              



The
Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in such certificate.



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.



ADDITIONAL
DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE



The
following tables set forth a breakdown of the components of general and administrative for the Company, for the year ended January
31, 2017 and 2016.



General
and Administrative:



|                      |  | Year
    Ended 
January 31, |       
|--------------------- |  | --------------------------- | ------
|                      |  | 2017                        |       
|                      |  | ($)                         |       
|Corporate development |  |                             | 2,542 
|Office and general    |  |                             | 5,879 
|Professional fees     |  |                             | 29,709
|Consulting fees       |  |                             | 4,557 
|Total                 |  |                             | 42,687



68



















Royal
Standard Minerals Inc.



(Expressed
in United States Dollars)



Financial
Statements



Years
Ended January 31, 2016 and 2015





69







Independent
Auditors’ Report



To
the Shareholders of Royal Standard Minerals Inc.



We
have audited the accompanying financial statements of Royal Standard Minerals Inc., which comprise the statements of financial
position as at January 31, 2016 and 2015, and the statements of operations, comprehensive loss, changes in shareholders’
deficiency and cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.



Management’s
Responsibility for the Financial Statements



Management
is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial
Reporting Standards and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.



Auditors’
Responsibility



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 comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.



The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.



An
audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.



We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.



Opinion



In
our opinion, the financial statements present fairly, in all material respects, the financial position of Royal Standard Minerals
Inc. as at January 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance
with International Financial Reporting Standards.



Emphasis
of Matter



Without
modifying our opinion, we draw attention to Note 1 to the financial statements which highlights the existence of a material uncertainty
relating to conditions that cast significant doubt on Royal Standard Minerals Inc.’s ability to continue as a going concern.



| |                                       
| | --------------------------------------
| | Chartered
    Professional Accountants
| |                                       
| | Licensed
    Public Accountants       



Mississauga,
Ontario



May
25, 2016



69







Royal
Standard Minerals Inc.

Statements
of Financial Position

(Expressed
in United States Dollars)



|                                                              |  | As
    at            |             |   | As
    at            |  
|------------------------------------------------------------- |  | -------------------- | ----------- | - | -------------------- | -
|                                                              |  | January
    31, 2016 |             |   | January
    31, 2015 |  
|                                                              |  |                      |             |   |                      |  
|ASSETS                                                        |  |                      |             |   |                      |  
|                                                              |  |                      |             |   |                      |  
|Current                                                       |  |                      |             |   |                      |  
|Cash
    and cash equivalents                                 |  | $                    | 10,413      |   |                      | $
|Sundry
    receivables and prepaids (Note 6)                  |  |                      | 3,786       |   |                      |  
|Total
    assets                                              |  | $                    | 14,199      |   |                      | $
|                                                              |  |                      |             |   |                      |  
|LIABILITIES AND SHAREHOLDERS’
    DEFICIENCY                  |  |                      |             |   |                      |  
|                                                              |  |                      |             |   |                      |  
|Liabilities                                                   |  |                      |             |   |                      |  
|Current                                                       |  |                      |             |   |                      |  
|Accounts payable
    and accrued liabilities (Notes 7 and 13) |  | $                    | 50,309      |   |                      | $
|Notes
    payable (Notes 8 and 13)                            |  |                      | 51,276      |   |                      |  
|                                                              |  |                      |             |   |                      |  
|Total
    liabilities                                         |  |                      | 101,585     |   |                      |  
|                                                              |  |                      |             |   |                      |  
|Shareholders’
    Deficiency                                  |  |                      |             |   |                      |  
|Share capital (Note 13(b))                                    |  |                      | 28,273,230  |   |                      |  
|Reserves                                                      |  |                      | 10,900,438  |   |                      |  
|Accumulated deficit                                           |  |                      | (39,281,602 | ) |                      |  
|Accumulated other
    comprehensive income                    |  |                      | 20,548      |   |                      |  
|                                                              |  |                      |             |   |                      |  
|Total
    shareholder’s deficiency                            |  |                      | (87,386     | ) |                      |  
|                                                              |  |                      |             |   |                      |  
|Total
    liabilities and shareholders’ deficiency            |  | $                    | 14,199      |   |                      | $



The
Company and Operations and Going Concern(Note 1)



|Approved
    by the Board: |  |                     | 
|-------------------------- |  | ------------------- | 
|                           |  |                     | 
|“Carmelo
    Marrelli”     |  | “George
    Duguay” | 
|Director                   |  | Director            | 



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



70







Royal
Standard Minerals Inc.

Statements
of Operations

(Expressed
in United States Dollars)



|                                              |  | Years
    Ended |        
|--------------------------------------------- |  | --------------- | -------
|                                              |  | January
    31, |        
|                                              |  | 2016            |        
|Expenses                                      |  |                 |        
|General and administrative
    (Note 14)      |  |                 | 31,301 
|                                              |  |                 |        
|Net
    loss for the year                     |  |                 | (31,301
|                                              |  |                 |        
|Basic (loss) income per share (Note
    11)   |  | $               | (0.00  
|Diluted (loss)
    income per share (Note 11) |  | $               | (0.00  



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



71







Royal
Standard Minerals Inc.

Statements
of Comprehensive Loss

(Expressed
in United States Dollars)



|                                                              |  | Years
    Ended |        
|------------------------------------------------------------- |  | --------------- | -------
|                                                              |  | January
    31, |        
|                                                              |  | 2016            |        
|                                                              |  |                 |        
|Net
    (loss) income for the year                            |  | $               | (31,301
|                                                              |  |                 |        
|Other comprehensive
    income                                |  |                 |        
|Item that will not
    be reclassified subsequently to income |  |                 |        
|Foreign currency
    translation                              |  |                 | 6,962  
|                                                              |  |                 |        
|Comprehensive
    (loss) income for the year                  |  | $               | (24,339



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



72







Royal
Standard Minerals Inc.

Statements
of Changes in Shareholders’ Deficiency

(Expressed
in United States Dollars)



|                              |  |         |            |  |          |   |            |             |  |   | Accumulated   |   |  |       |       
|----------------------------- |  | ------- | ---------- |  | -------- | - | ---------- | ----------- |  | - | ------------- | - |  | ----- | ------
|                              |  |         |            |  |          |   |            |             |  |   | Other         |   |  |       |       
|                              |  | Share   |            |  |          |   |            | Accumulated |  |   | Comprehensive |   |  |       |       
|                              |  | Capital |            |  | Reserves |   |            | Deficit     |  |   | Income        |   |  | Total |       
|                              |  |         |            |  |          |   |            |             |  |   |               |   |  |       |       
|Balance, January 31, 2014     |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,193,127   | ) |  | $     | 5,902 
|Foreign currency translation  |  |         | -          |  |          |   | -          |             |  |   | -             |   |  |       | 7,684 
|Net loss for
    the year     |  |         | -          |  |          |   | -          |             |  |   | (57,174       | ) |  |       | -     
|                              |  |         |            |  |          |   |            |             |  |   |               |   |  |       |       
|Balance, January 31, 2015     |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,250,301   | ) |  | $     | 13,586
|Foreign currency translation  |  |         | -          |  |          |   | -          |             |  |   | -             |   |  |       | 6,962 
|Net loss for
    the year     |  |         | -          |  |          |   | -          |             |  |   | (31,301       | ) |  |       | -     
|                              |  |         |            |  |          |   |            |             |  |   |               |   |  |       |       
|Balance, January
    31, 2016 |  | $       | 28,273,230 |  |          | $ | 10,900,438 |             |  | $ | (39,281,602   | ) |  | $     | 20,548



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



73







Royal
Standard Minerals Inc.

Statements
of Cash Flows

(Expressed
in United States Dollars)



|                                                 |  | Years
    Ended |        
|------------------------------------------------ |  | --------------- | -------
|                                                 |  | January
    31, |        
|                                                 |  | 2016            |        
|                                                 |  |                 |        
|Operating activities                             |  |                 |        
|Net loss for the year                            |  | $               | (31,301
|Operating item not involving cash:               |  |                 |        
|Foreign exchange                                 |  |                 | 6,962  
|Changes in non-cash working capital:             |  |                 |        
|Sundry receivables
    and prepaid               |  |                 | (1,792 
|Accounts
    payable and accrued liabilities     |  |                 | (3,485 
|                                                 |  |                 |        
|Cash used in
    operating activities            |  |                 | (29,616
|                                                 |  |                 |        
|Financing activities                             |  |                 |        
|                                                 |  |                 |        
|Notes payable                                    |  |                 | 35,994 
|                                                 |  |                 |        
|Cash provided
    by financing activities        |  |                 | 35,994 
|                                                 |  |                 |        
|Net change in cash
    and cash equivalents      |  |                 | 6,378  
|Cash and cash
    equivalents, beginning of year |  |                 | 4,035  
|                                                 |  |                 |        
|Cash
    and cash equivalents, end of year       |  | $               | 10,413 



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



74







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



1.
The Company and Operations and Going Concern



Royal
Standard Minerals Inc. (the “Company”) is a publicly held company focused on identifying suitable assets or businesses
to acquire or merge with, with a view to maximizing value for shareholders. The Company was previously engaged in the acquisition,
exploration and development of gold and precious metal properties in the United States of America but has disposed of these interests.
The Company is continued under the Canada Business Corporations Act and its common shares are quoted in the United States of America
on the Over-the-Counter (“OTC”) Bulletin Board. Inception has been deemed to be June 26, 1996, the date on which the
Company acquired all of the outstanding common shares of Southeastern Resources Inc. (“SRI”), which acquisition was
accounted for as a reverse takeover of the Company by SRI. The Company’s head office is located at The Canadian Venture
Building, 82 Richmond St East, Suite 202, Toronto, Ontario M5C 1P1.



The
financial statements were approved by the Board of Directors on May 25, 2016.



These
financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume 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 as they come due. In assessing whether the going concern assumption is appropriate, management
takes into account all available information about the future, which is at least, but is not limited to, twelve months from the
end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions
that cast significant doubt upon the entity’s ability to continue as a going concern. The Company had a loss of $31,301
during the year ended January 31, 2016 (year ended January 31, 2015 - loss of $57,174) and has an accumulated deficit of $39,281,602
(January 31, 2015 - $39,250,301). In addition, the Company has a working capital deficiency of $87,386 at January 31, 2016 (January
31, 2015 - $63,047).



There
is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting
principles applicable to a going concern. These financial statements do not reflect the adjustments, to the carrying values or
classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to realize
its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These
adjustments could be material.



2.
Significant Accounting Policies



Statement
of compliance



The
financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) issued
by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee
of the IASB. The policies set out below have been consistently applied to all periods presented.



75







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



2.
Significant Accounting Policies (Continued)



Share-based
payments



The
fair value of the stock options granted to directors, officers and employees is determined using the Black-Scholes option pricing
model and management’s assumptions and recorded as share-based payments expense over the vesting period of the stock options,
with the offsetting credit recorded as an increase in reserves. The fair value of stock options issued to other than employees
are measured at the fair value of the goods or services received unless this cannot be reliably estimated, and are recognized
over the period of service. If the stock options are exercised, the proceeds are credited to share capital and the fair value
at the date of grant is reclassified from reserves to share capital.



Income
taxes



Tax
expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent
that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.



Current
tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.



Deferred
tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the
initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting
nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent
that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable
temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected
to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by
the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realized simultaneously.



A
deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.



76







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



2.
Significant Accounting Policies (Continued)



Income
per common share



Basic
income per share is computed by dividing the income or loss for the year by the weighted average number of common shares outstanding
during the year, including contingently issuable shares which are included when the conditions necessary for issuance have been
met. Diluted income per share is calculated in a similar manner, except that the weighted average number of common shares outstanding
is increased to include potentially issuable common shares from the assumed exercise of common share purchase options and warrants,
if dilutive. The number of additional shares included in the calculation is based on the treasury stock method for options and
warrants.



Foreign
currency translation



The
Company translates the assets and liabilities of the Company from the functional currency of Canadian Dollars to the presentation
currency at the period end rate. Revenue and expenses are translated at the average rate of exchange prevailing during the period.
The resulting unrealized gain or loss on translation is recognized as other comprehensive income or loss. Equity is translated
at historical rates.



Financial
instruments



The
Company recognizes financial assets and financial liabilities when the Company becomes a party to a contract. Financial assets
and financial liabilities, with the exception of financial assets classified at fair value through profit or loss, are measured
at fair value plus transaction costs on initial recognition. Financial assets at fair value through profit or loss are measured
at fair value on initial recognition and transaction costs are expensed when incurred. Securities are accounted for at the trade
date.



Measurement
in subsequent periods depends on the classification of the financial instrument.



i)
Financial assets at fair value through profit or loss (“FVTPL”)



Financial
assets are classified as FVTPL when acquired principally for the purpose of trading, if so designated by management (fair value
option), or if they are derivative assets that are not part of an effective and designated hedging relationship. Financial assets
classified as FVTPL are measured at fair value, with changes recognized in the statements of operations.



The
Company’s financial assets classified as FVTPL include cash and cash equivalents. The Company does not currently hold any
derivative instruments or apply hedge accounting.



ii)
Available-for-sale financial assets



Financial
assets are classified as available-for-sale when so designated by management. Financial assets classified as available-for-sale
are measured at fair value, with changes recognized in the other comprehensive income.



The
Company did not have any financial asset classified as available-for-sale at January 31, 2016 and January 31, 2015.



77







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



2.
Significant Accounting Policies (Continued)



Financial
instruments (continued)



iii)
Loans and receivables



Loans
and receivables are non-derivative financial assets that have fixed or determinable payments and are not quoted in an active market.
Subsequent to initial recognition, loans and receivables are carried at amortized cost using the effective interest method.



Sundry
receivables are classified as loans and receivables.



iv)
Financial liabilities at FVTPL



This
category comprises derivatives, or liabilities acquired or incurred principally for the purpose of being sold or repurchased in
the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in
the statements of operations.



The
Company may enter into certain financial derivative contracts in order to manage the exposure to market risks from fluctuations
in commodity prices. The Company’s policy is not to utilize derivative financial instruments for speculative purposes.



Embedded
derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the
host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative
would meet the definition of a derivative, and the combined instrument is not measured at FVTPL. Changes in the fair value of
separable embedded derivatives are recognized immediately in profit or loss.



v)
Other financial liabilities



Other
financial liabilities are financial liabilities that are not classified as FVTPL. Subsequent to initial recognition, other financial
liabilities that are not subject to hedge accounting, are measured at amortized cost using the effective interest method.



Accounts
payable and accrued liabilities and notes payable are classified as other financial liabilities. The Company does not currently
apply hedge accounting.



The
effective interest method is a method of calculating the amortized cost of an instrument and of allocating interest income over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including
all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) through the expected life of the debt instrument to the net carrying amount on initial recognition.



78







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



2.
Significant Accounting Policies (Continued)



Financial
instruments (continued)



vi)
Financial instruments recorded at fair value



Financial
instruments recorded at fair value on the statements of financial position are classified using a fair value hierarchy that reflects
the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels: Level 1 - valuation
based on quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - valuation techniques based
on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices); and Level 3 - valuation techniques using inputs for the asset or liability that
are not based on observable market data (unobservable inputs). As of January 31, 2016 and January 31, 2015, the financial asset
measured at fair value is the Company’s cash and cash equivalents.



Cash
and cash equivalents is considered Level 1.



Significant
accounting judgments and estimates



The
preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during
the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by
their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require
accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the
estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical
experience, current and future economic conditions and other factors, including expectations of future events that are believed
to be reasonable under the circumstances.



Critical
accounting judgments



| | ● | the
    measurement of income taxes payable and deferred income tax assets and liabilities requires management to make judgments in
    the interpretation and application of the relevant tax laws. Deferred tax assets require management to assess the likelihood
    that the Company will generate taxable income in future periods in order to utilize recognized deferred tax assets;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | going
    concern presentation of the financial statements 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 as they come
    due; and                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                             
| | ● | management’s
    determination that the functional currency of the Company is the Canadian Dollar.                                                                                                                                                                                                                                                                                          



79







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



Adoption
of new accounting standards



The
amendments to IAS 24, issued in December 2013, clarify that a management entity, or any member of a group of which it is a part,
that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The amendments
also require an entity to disclose amounts incurred for key management personnel services provided by a separate management entity.
This replaces the more detailed disclosure by category required for other key management personnel compensation. The amendments
will only affect disclosure and are effective for annual periods beginning on or after July 1, 2014. At February 1, 2015, the
Company adopted this pronouncement and there was no material effect on its financial statements.



New
standards not yet adopted and interpretations issued but not yet effective



IFRS
9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39

-
Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether
a financial asset is measured at amortized cost or fair value, replacing the 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, 2018. Earlier adoption
is permitted. The Company is in the process of assessing the impact of this pronouncement.



3.
Capital Management



The
Company manages its capital with the following objectives:



| | ● | to
    ensure sufficient financial flexibility to achieve the ongoing business objectives; and
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               
| | ● | to
    maximize shareholder return through enhancing the share value.                         



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 new
shares, 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’s equity comprises of share capital, reserves, accumulated other comprehensive income and accumulated deficit, which
at January 31, 2016 was a deficiency of $87,386 (January 31, 2015 - $63,047). Note that included in the statements of financial
position presented is a deficit of $39,281,602 as at January 31, 2016 (January 31, 2015 - $39,250,301).



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. 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, 2016. The Company is not subject to external capital requirements.



80







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



4.
Financial Risk Factors



(a)
Financial risk factors



The
Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest
rate and foreign currency 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.



(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 and cash equivalents. The Company has no significant concentration of credit risk
arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management believes
the risk of loss to be minimal.



(ii)Liquidity
risk



The
Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when
due (see note 1). As at January 31, 2016, the Company had a cash balance of $10,413 (January 31, 2015 - $4,035) to settle current
liabilities of $101,585 (January 31, 2015 - $69,076). All of the Company’s financial liabilities have contractual maturities
of less than 60 days and are subject to normal trade terms.



(iii)Market
risk



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



Interest
rate risk



The
Company has cash balances and no variable 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 interest rate risk is remote.



Foreign
currency risk



The
Company’s functional currency is Canadian dollars and major purchases are transacted in Canadian dollars. The Company’s
reporting currency is the United States dollar.



81









Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



5.
Marketable Securities



Marketable
securities consist of 2,000,000 common shares of Sharpe Resources Corporation (“Sharpe”). Sharpe is a publicly held
Canadian company engaged in the exploration and development of coal properties in the United States. In the year ended January
31, 2014, as a result of the continued and significant decline in the market value and the delisting of the shares, the Company
has written down the investment to $nil.



6.
Sundry Receivables and Prepaid



|                      |  | As
    at            |       |  | As
    at            |  
|--------------------- |  | -------------------- | ----- |  | -------------------- | -
|                      |  | January
    31, 2016 |       |  | January
    31, 2015 |  
|                      |  |                      |       |  |                      |  
|Sales tax receivables |  | $                    | 3,786 |  |                      | $



7.
Accounts Payable and Accrued Liabilities



|                    |  | As
    at            |        |  | As
    at            |  
|------------------- |  | -------------------- | ------ |  | -------------------- | -
|                    |  | January
    31, 2016 |        |  | January
    31, 2015 |  
|                    |  |                      |        |  |                      |  
|Trade payables      |  | $                    | 18,680 |  |                      | $
|Accrued liabilities |  |                      | 31,629 |  |                      |  
|                    |  | $                    | 50,309 |  |                      | $



8.
Notes Payable



(i)
The Company entered into a series of promissory note arrangements for the purposes of covering accounting fees, whereby the Company
borrowed a total of CDN $37,861 from C. Marrelli Services Limited (the “Notes”). C. Marrelli Services Limited controls
278,960,559 common shares of the Company and is 100% owned by Carmelo Marrelli. The Notes are unsecured, bear interest at a rate
of 2% per annum and are due on demand.



(ii)
On February 12, 2015, the Company obtained separate promissory notes of CDN$4,000 from each of George Duguay, C. Marrelli Services
Limited and Lonnie Kirsh, for total promissory notes of CDN$12,000. These notes are unsecured, bear interest at an annual rate
at 2% and are due on demand.



(iii)
The Company entered into a series of promissory note arrangements of CDN$7,000 from each of George Duguay, C. Marrelli Services
Limited and Lonnie Kirsh, for total promissory notes of CDN$21,000. These notes are unsecured, bear interest at an annual rate
at 2% and are due on demand.



82







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



9.
Share Capital



(a)
Authorized



The
authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares,
each without par value.



(b)
Issued



|                                                                     |  | Shares |             |  | Amount | 
|-------------------------------------------------------------------- |  | ------ | ----------- |  | ------ | 
|Balance, January 31, 2014,
    January 31, 2015 and January 31, 2016 |  |        | 920,835,502 |  |        | 



10. Stock
Options



Under
the Company’s stock option plan (the “Option Plan”), the directors of the Company can grant options to acquire
common shares of the Company to directors, employees and others who provide ongoing services to the Company. Exercise prices cannot
be less than the closing price of the Company’s shares on the trading day preceding the grant date and the maximum term
of any option cannot exceed ten years.



The
number of common shares under option at any time under the Option Plan or otherwise cannot exceed 5% of the then outstanding common
shares of the Company for any optionee. In addition, options granted to insiders of the Company cannot exceed more than 10% of
the then outstanding common shares of the Company. Options granted may be subject to vesting restrictions at the discretion of
the board.



Option
pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective
input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide
a reliable measure of the fair value of the Company’s share purchase options.



The
following table reflects the continuity of stock options for the years ended January 31, 2016 and 2015:



|                                          |  | Number
                                         of
                                                                  Stock
                                         Options |            |   | Weighted
                                         Average
                                                                  Exercise
                                         Price |  
|----------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                          |  |                                                                                                                                                                             |            |   |                                                                                                                                                                                     |  
|Balance, January 31, 2014                 |  |                                                                                                                                                                             | 2,350,000  |   |                                                                                                                                                                                     | $
|Forfeited                                 |  |                                                                                                                                                                             | (2,200,000 | ) |                                                                                                                                                                                     |  
|Expired                                   |  |                                                                                                                                                                             | (150,000   | ) |                                                                                                                                                                                     |  
|January 31,
    2015 and January 31, 2016 |  |                                                                                                                                                                             | -          |   |                                                                                                                                                                                     |  



83









Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



11.
Basic and Diluted Loss Per Share



The
following table sets forth the computation of basic and diluted loss per share:



|                                                                                    |  | Years
    Ended January 31, |            
|----------------------------------------------------------------------------------- |  | --------------------------- | -----------
|                                                                                    |  | 2016                        |            
|Numerator:                                                                          |  |                             |            
|Loss for the year                                                                   |  | $                           | (31,301    
|Denominator:                                                                        |  |                             |            
|Weighted average number of common shares
    outstanding for basic loss per share   |  |                             | 920,835,502
|Weighted average
    number of common shares outstanding for diluted loss per share |  |                             | 920,835,502
|Basic loss per share                                                                |  | $                           | (0.00      
|Diluted loss
    per share                                                          |  | $                           | (0.00      



12.
Income Taxes



The
following table reconciles the expected income tax expense (recovery) at the Canadian statutory income tax rate at 26.50% (2015
- 26.50%) to the amounts recognized in the statements of operations:



|                                                      |  | Years
    Ended January 31, |         
|----------------------------------------------------- |  | --------------------------- | --------
|                                                      |  | 2016                        |         
|Net (loss) income before
    income taxes             |  | $                           | (31,301 
|Expected tax (recovery) expense at statutory
    rate |  | $                           | (8,295  
|Permanent differences                                 |  |                             | 7,676   
|Functional currency translation                       |  |                             | 203,136 
|Tax benefits
    not recognized                       |  |                             | (202,517
|Tax provision                                         |  | $                           | -       



84







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



12.
Income Taxes (continued)



Deferred
Tax Assets and Liabilities



Unrecognized
deferred tax



The
following represents the deductible temporary differences by jurisdiction which have not been recognized in the financial statements.



|                                             |  | 2016 |           |  | 2015 |  
|-------------------------------------------- |  | ---- | --------- |  | ---- | -
|Unclaimed non-capital losses                 |  | $    | 6,060,901 |  |      | $
|Excess of unclaimed resources pools
    over |  |      |           |  |      |  
|carrying value
    of exploration properties |  |      | 1,095,063 |  |      |  
|                                             |  | $    | 7,155,964 |  |      | $



The
excess of unclaimed resources pools over carrying value of exploration properties can be carried forward indefinitely. The unclaimed
non-capital losses carried forward expire as follows:



|        |      |  | Canada |          
|------- | ---- |  | ------ | ---------
|Expires | 2026 |  | $      | 610,034  
|        | 2027 |  |        | 595,964  
|        | 2028 |  |        | 734,667  
|        | 2029 |  |        | 459,297  
|        | 2030 |  |        | 814,445  
|        | 2031 |  |        | 349,267  
|        | 2032 |  |        | 1,291,401
|        | 2033 |  |        | 842,938  
|        | 2034 |  |        | 315,642  
|        | 2035 |  |        | 46,207   
|        | 2036 |  |        | 1,039    
|        |      |  | $      | 6,060,901



85







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



13.
Related Party Transactions and Balances



Daniel
Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. (“Marrelli Support”),
a firm providing accounting services. Marrelli Support’s President, Carmelo Marrelli, beneficially controls 278,960,559
common shares of the Company through his holding company, C. Marrelli Services Limited. Fees for services provided by Marrelli
Support totaled $15,346, for the year ended January 31, 2016 (year ended January 31, 2015 - $13,027). As at January 31, 2016,
Marrelli Support was owed $4,217 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 -
$1,967).



During
the year ended January 31, 2016, the Company incurred fees totaling $810 (year ended January 31, 2015 - $740) for filing services
received from DSA Corporate Services Inc. (“DSA”), an organization that Mr. Marrelli controls. Mr. Marrelli is also
the corporate secretary and sole director of DSA. As at January 31, 2016, DSA was owed $1,182 and this amount was included in
accounts payable and accrued liabilities (January 31, 2015 - $15,282).



At
January 31, 2016, notes payable of $51,276 (January 31, 2015 - $15,282) is made up of $35,447 (January 31, 2015 - $15,282) owed
to C. Marrelli Services Limited, $7,915 (January 31, 2015 - $nil) owed to Lonnie Kirsh, the Chief Executive Officer (“CEO”)
of the Company and $7,914 (January 31, 2015 - $nil) owed to George Duguay, a director and shareholder of the Company. The notes
payable are unsecured, bear interest at 2% per annum and are due on demand (note 8). The interest expense pertaining to the notes
payable for the year ended January 31, 2016 is $587 (year ended January 31, 2015 - $nil).



During
the year ended January 31, 2016, the Company incurred fees totaling $2,711 (year ended January 31, 2015 - $19,899) for legal services
received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and CEO of the Company. An amount
of $18,343 is included in accounts payable and accrued liabilities at January 31, 2016 (January 31, 2015 - $17,446).



During
the year ended January 31, 2016, the Company incurred fees totaling $4,629 (year ended January 31, 2015 - $4,038) for consulting
services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the
President. An amount of $7,497 is included in accounts payable and accrued liabilities at January 31, 2016 (January 31, 2015 -
$3,540).



To
the knowledge of the directors and senior officers of the Company, as at January 31, 2016, no person or corporation beneficially
owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common
shares of the Company other than as set out below:



|Major
    Shareholder                                  |  | Number
    of common shares |             |  | Percentage
    of Outstanding common shares | 
|------------------------------------------------------ |  | --------------------------- | ----------- |  | ------------------------------------------- | 
|Lonnie Kirsh, Chief Executive
    Officer and Director |  |                             | 278,960,559 |  |                                             | 
|George Duguay, Director                                |  |                             | 278,960,559 |  |                                             | 
|C. Marrelli Services Limited                           |  |                             | 278,960,559 |  |                                             | 



None
of the Company’s major shareholders have different voting rights than other holders of the Company’s common shares.



86







Royal
Standard Minerals Inc.

Notes
to Financial Statements

(Expressed
in United States Dollars)

January
31, 2016 and 2015



14.
General and Administrative



|                                    |  | Years
    Ended January 31, |       
|----------------------------------- |  | --------------------------- | ------
|                                    |  | 2016                        |       
|Corporate development (Note
    13) |  | $                           | 1,968 
|Office and general (Note 13)        |  |                             | 4,047 
|Professional fees (Note 13)         |  |                             | 20,657
|Travel                              |  |                             | -     
|Consulting fees
    (Note 13)       |  |                             | 4,629 
|                                    |  | $                           | 31,301



15.
Segmented Information



The
Company’s operations comprise a single reporting segment which is currently inactive. As the operations comprise a single
reporting segment, amounts disclosed in the financial statements also represent segment amounts.



87













ROYAL
STANDARD MINERALS INC.



MANAGEMENT’S
DISCUSSION

AND
ANALYSIS



YEAR
ENDED JANUARY 31, 2016



88







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016





This
Management Discussion and Analysis (“MD&A”) is dated May 25, 2016 and unless otherwise noted, should be read in
conjunction with the Company’s audited financial statements for the years ended January 31, 2016 and 2015 and the notes
thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s financial statements have
been prepared in accordance with International Financial Reporting Standards (“IFRS”). This MD&A was written to
comply with the requirements of National Instrument 51-102-Continuous Disclosure Obligations. In the opinion of management, all
adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included.
The results presented for the year ended January 31, 2016 are not necessarily indicative of the results that may be expected for
any future period.



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 is a change or a fact that has or would reasonably be
expected to have, a significant effect on 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.



The
Company’s common shares are quoted in the United States of America on the Over the Counter Bulletin Board “OTC:BB”,
under the symbol RYSMF.



DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS



This
MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws
(collectively referred to herein as “forward-looking statements”). These statements relate to future events or the
Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often,
but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”,
“is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”,
“projects”, “predicts”, “intends”, “anticipates” or “believes”, or
variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”,
“could”, “would”, “should”, “might” or “will” be taken, occur or be
achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results
to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A
speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain
significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking
statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.



89







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016





|Forward-looking
    statements                                        |  | Assumptions                                                                                                                                                                                                                                                                             |  | Risk
    factors                                                                                                                                                                                                                                                                                                                                         
|--------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|The
    Company will be able to continue its business activities.     |  | The
    Company has anticipated all material costs and the operating activities of the Company, and such costs and activities will
    be consistent with the Company’s current expectations; the Company will be able to obtain shareholder loans or equity
    funding when required. |  | Unforeseen
    costs to the Company will arise; any particular operating cost increase or decrease from the date of the estimation; and capital
    markets not being favourable for funding and/or related parties discontinue funding the Company resulting in the Company not
    being able to obtain financing when required or on acceptable terms.
|                                                                      |  |                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                          
|The
    Company will be able to carry out anticipated business plans. |  | The
    operating activities of the Company for the twelve months ending January 31, 2017, will be consistent with the Company’s
    current expectations.                                                                                                                              |  | Sufficient
    funds not being available; increases in costs; the Company may be unable to retain key personnel.                                                                                                                                                                                                                                         





Inherent
in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control.
Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned
that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements,
and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ,
and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.



90







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual
results, performance or achievements to be materially different from any of its future results, performance or achievements
expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary
statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no
obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or
future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking
statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking
statements, unless required by law.



DESCRIPTION
OF BUSINESS AND GOING CONCERN



The
Company’s business activities are currently restricted to funding ongoing operations as a reporting issuer and to repaying
existing creditors and is currently seeking new business opportunities. Success in identifying a suitable new asset or business
for the Company is uncertain. Unless the Company can identify a suitable asset or business opportunity and/or obtain additional
financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Without a
suitable asset or business opportunity and/or additional financing, the Company will be required to consider the basis on which
it will continue as an entity. The Company has no operating revenues and therefore it must utilize current cash and cash equivalents
to satisfy outstanding liabilities.



The
Company’s financial statements have been prepared on the basis of accounting principles applicable to a going concern, which
assume 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 as they come due. In assessing whether the going concern assumption is appropriate,
management takes into account all available information about the future, which is at least, but is not limited to, twelve months
from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events
or conditions that cast significant doubt upon the entity’s ability to continue as a going concern. The Company had a loss
of $31,301 during the year ended January 31, 2016 (year ended January 31, 2015 - $57,174) and has an accumulated deficit of $39,281,602
(January 31, 2015 - accumulated deficit of $39,250,301). In addition, the Company has a working capital deficiency of $87,386
at January 31, 2016 (January 31, 2015 - working capital deficiency of $63,047).



91







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



The
Company’s ability to continue to meet its obligations is uncertain and, as a result, there is significant doubt regarding
the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to
a going concern. The Company has no remaining mineral property interests and its business activities are currently restricted
to funding ongoing operations as a reporting issuer and to repaying existing creditors and is currently focused on identifying
suitable assets or businesses to acquire or merge with. Success in identifying a suitable new asset or business for the Company
is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities. Unless the Company can identify
a suitable asset or business opportunity and/or obtain additional financing in the near term, there is significant doubt on the
ability of the Company to repay its outstanding liabilities. If the Company is unable to extinguish all of its outstanding liabilities,
the going concern assumption will not be valid. The financial statements do not reflect the adjustments to the carrying values
or classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to
realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future.
These adjustments could be material.



OVERALL
PERFORMANCE



The
Company’s net loss for the year ended January 31, 2016 was $31,301 ($0.00 loss per share) compared to a loss of $57,174
($0.00 loss per share) for the year ended January 31, 2015, a decrease in net loss of $25,873. The decrease in net loss relates
mainly to a reduction in professional fees of $27,299 from the year ended January 31, 2015 period which included costs related
to the completion of the reorganization of the Company.



FINANCIAL
PERFORMANCE



Three
months ended January 31, 2016, compared with three months ended January 31, 2015



The
Company’s net loss for the three months ended January 31, 2016 was $8,885 ($0.00 loss per share) compared to a net loss
$13,985 ($0.00 loss per share) for the three months ended January 31, 2015. No revenue was received in either period. The decrease
in loss of $5,100 was principally the result of:



92







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



| | ● | Corporate
    development expenses decreased $1,513 for the three months ended January 31, 2016, compared to the same period in 2015. The
    decrease was the result of decreased transfer agent fees in the current period.   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                 
| | ● | Professional
    fees decreased to $6,862 for the three months ended January 31, 2016, compared to $10,480 for the same period in 2015. The
    decrease from 2015 was the result of decreased audit fees in the current period.



Year
ended January 31, 2016, compared with year ended January 31, 2015



The
Company’s net loss for the year ended January 31, 2016 was $31,301 ($0.00 loss per share) compared to a net loss $57,174
($0.00 loss per share) for the year ended January 31, 2015. No revenue was received in either period. The decrease in loss of
$25,873 was principally the result of:



| | ● | Office
    and general expenses increased $1,629 for the year ended January 31, 2016, compared to the same period in 2015. The increase
    was the result of a reversal of certain accrued expenses in 2015.                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                      
| | ● | Professional
    fees decreased to $20,657 for the year ended January 31, 2016, compared to $47,956 for the same period in 2015. The decrease
    from 2015 was the result of external professional services required in connection with the reorganization and financing of
    the Company in 2015 which were not required in 2016.



SELECTED
ANNUAL FINANCIAL INFORMATION



The
following is selected financial data derived from the audited financial statements of the Company as at January 31, 2016, 2015
and 2014 and for the years then ended.



93







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



|                                                    |  | Year
                                         ended January
                                         31, 2016 |         |   | Year
                                         ended January
                                         31, 2015 |   |         | Year
                                         ended January
                                         31, 2014 | 
|--------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------- | ------- | - | ------------------------------------------------------------------------------------------------------------- | - | ------- | ------------------------------------------------------------------------------------------------------------- | 
|Net (loss) income                                   |  | $                                                                                                             | (31,301 | ) |                                                                                                               | $ | (57,174 | )                                                                                                             | 
|Net (loss) income per share - basic
    and diluted |  | $                                                                                                             | (0.00   | ) |                                                                                                               | $ | (0.00   | )                                                                                                             | 





|                                    |  | As
    atJanuary 31, 2016 |        |  | As
    atJanuary 31, 2015 |     |       | As
    atJanuary 31, 2014 |    
|----------------------------------- |  | ------------------------- | ------ |  | ------------------------- | --- | ----- | ------------------------- | ---
|                                    |  |                           |        |  |                           |     |       |                           |    
|Total
    assets                    |  | $                         | 14,199 |  |                           | $   | 6,029 |                           |    
|Long-term
    financial liabilities |  | $                         | nil    |  | $                         | nil |       | $                         | nil



94







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



SUMMARY
OF QUARTERLY RESULTS



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



|Three
    Months Ended |  | Net
                                         Revenues ($) |  | Net
                                         Income (Loss) ($) |        
|---------------------- |  | --------------------------------------------------------- |  | -------------------------------------------------------------- | -------
|January 31, 2016       |  | nil                                                       |  |                                                                | (8,885 
|October 31, 2015       |  | nil                                                       |  |                                                                | (4,041 
|July 31, 2015          |  | nil                                                       |  |                                                                | (9,795 
|April 30, 2015         |  | nil                                                       |  |                                                                | (8,580 
|January 31, 2015       |  | nil                                                       |  |                                                                | (13,985
|October 31, 2014       |  | nil                                                       |  |                                                                | (2,550 
|July 31, 2014          |  | nil                                                       |  |                                                                | (11,700
|April 30, 2014         |  | nil                                                       |  |                                                                | (28,939



LIQUIDITY
AND CAPITAL RESOURCES



The
Company currently has no positive operating cash flow and has, to date, financed its activities and its ongoing expenditures primarily
through equity transactions such as equity offerings, the exercise of warrants and other financing arrangements. The Company believes
that additional financing will be required to fund its operating expenses as it searches for suitable assets and businesses to
merge with or acquire.



95







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



As
at January 31, 2016, the Company had cash and cash equivalents of $10,413. Cash used in operating activities was $29,616 for the
year ended January 31, 2016. During the year ended January 31, 2016, the Company experienced a net decrease of $5,277 in non-cash
working capital items, which was due to an increase in sundry receivables and prepaid of $1,792 and decrease in accounts payable
and accrued liabilities of $3,485. Cash provided by financing activities was $35,994 for the year ended January 31, 2016 due to
notes payable advanced from related parties.



The
Company’s approach to managing liquidity risk has been to ensure that it will have sufficient liquidity to meet liabilities
when due. As at January 31, 2016, the Company had cash and cash equivalents of $10,413 compared to $4,035 as at January 31, 2015,
to settle current liabilities of $101,585 compared to $69,076 as at January 31, 2015. The Company currently does not have sufficient
cash and cash equivalents to settle current liabilities although creditors who are related to the Company have agreed to defer
payment. All of the Company’s financial liabilities have contractual maturities of less than 60 days and are subject to
normal trade terms. The Company regularly evaluates its cash position in an effort to maintain its liquidity.



There
is no assurance that future 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, 2016 and the date of this MD&A, the Company had 920,835,502 common shares issued and outstanding and no stock
options outstanding. The Company’s liquidity risk with financial instruments is minimal as any excess cash, when present,
is deposited with a Schedule I Canadian bank.



RELATED
PARTY TRANSACTIONS



Daniel
Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. (“Marrelli Support”),
a firm providing accounting services. Marrelli Support’s President, Carmelo Marrelli, beneficially controls 278,960,559
common shares of the Company through his holding company, C. Marrelli Services Limited. Fees for services provided by Marrelli
Support totaled $15,346, for the year ended January 31, 2016 (year ended January 31, 2015 - $13,027). As at January 31, 2016,
Marrelli Support was owed $4,217 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 -
$1,967).



96







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



During
the year ended January 31, 2016, the Company incurred fees totaling $810 (year ended January 31, 2015 - $740) for filing services
received from DSA Corporate Services Inc. (“DSA”), an organization that Mr. Marrelli controls. Mr. Marrelli is also
the corporate secretary and sole director of DSA. As at January 31, 2016, DSA was owed $1,182 and this amount was included in
accounts payable and accrued liabilities (January 31, 2015 - $15,282).



At
January 31, 2016, notes payable of $51,276 (January 31, 2015 - $15,282) is made up of $35,447 (January 31, 2015 - $15,282) owed
to C. Marrelli Services Limited, $7,915 (January 31, 2015 - $nil) owed to Lonnie Kirsh, the Chief Executive Officer (“CEO”)
of the Company and $7,914 (January 31, 2015 - $nil) owed to George Duguay, a director and shareholder of the Company. The notes
payable are unsecured, bear interest at 2% per annum and are due on demand. The interest expense pertaining to the notes payable
for the year ended January 31, 2016 is $587 (year ended January 31, 2015 - $nil).



During
the year ended January 31, 2016, the Company incurred fees totaling $2,711 (year ended January 31, 2015 - $19,899) for legal services
received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and CEO of the Company. An amount
of $18,343 is included in accounts payable and accrued liabilities at January 31, 2016 (January 31, 2015 - $17,446).



During
the year ended January 31, 2016, the Company incurred fees totaling $4,629 (year ended January 31, 2015 - $4,038) for consulting
services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the
President. An amount of $7,497 is included in accounts payable and accrued liabilities at January 31, 2016 (January 31, 2015 -
$3,540).



To
the knowledge of the directors and senior officers of the Company, as at January 31, 2016, no person or corporation beneficially
owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common
shares of the Company other than as set out below:



97







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



|Major
    Shareholder                                  |  | Number
                                         of
                                                                  common
                                         shares |             |  | Percentage
    of
    outstanding
    common shares | 
|------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- |  | --------------------------------------------------- | 
|Lonnie Kirsh, Chief Executive
    Officer and Director |  |                                                                                                                                                                             | 278,960,559 |  |                                                     | 
|George Duguay, Director                                |  |                                                                                                                                                                             | 278,960,559 |  |                                                     | 
|C. Marrelli Services Limited                           |  |                                                                                                                                                                             | 278,960,559 |  |                                                     | 



None
of the Company’s major shareholders have different voting rights than other holders of the Company’s common shares.



SHARE
CAPITAL



The
Company is authorized to issue an unlimited number of common shares and preferred shares. As of the date of this MD&A, the
Company had 920,835,502 common shares outstanding.



OFF
BALANCE SHEET ARRANGEMENTS



As
of the date hereof, management believes 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.



CHANGE
IN ACCOUNTING POLICIES



The
amendments to IAS 24, issued in December 2013, clarify that a management entity, or any member of a group of which it is a part,
that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The amendments
also require an entity to disclose amounts incurred for key management personnel services provided by a separate management entity.
This replaces the more detailed disclosure by category required for other key management personnel compensation. The amendments
will only affect disclosure and are effective for annual periods beginning on or after July 1, 2014. At February 1, 2015, the
Company adopted this pronouncement and there was no material effect on its financial statements.



98







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



NEW
ACCOUNTING PRONOUNCEMENTS



IFRS
9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 - Financial
Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial
asset is measured at amortized cost or fair value, replacing the 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, 2018. Earlier adoption is permitted.
The Company is in the process of assessing the impact of this pronouncement.



MANAGEMENT
OF CAPITAL



The
Company manages its capital with the following objectives:



| | ● | to
    ensure sufficient financial flexibility to achieve the ongoing business objectives; and
| | - | ----------------------------------------------------------------------------------------------
| |   |                                                                                               
| | ● | to
    maximize shareholder return through enhancing the share value.                         



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 new
shares, 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’s equity comprises of share capital, reserves, accumulated other comprehensive income and accumulated deficit, which
at January 31, 2016 was a deficiency of $87,386 (January 31, 2015 – deficiency of $63,047). Note that included in the statements
of financial position presented is a deficit of $39,281,602 as January 31, 2016 (January 31, 2015 - $39,250,301).



99







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



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. 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, 2016. The Company is not subject to external capital requirements.



FINANCIAL
RISK FACTORS



The
Company’s financial instruments, consisting of cash and cash equivalents, sundry receivables, notes payable and accounts
payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is
management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these
financial instruments.



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.



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 and cash equivalents. The Company has no significant concentration of credit risk
arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management believes
the risk of loss to be minimal.



Liquidity
risk



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, 2016, the Company had a cash balance of $10,413 (January 31, 2015 - $4,035) to settle current liabilities
of $101,585 (January 31, 2015 - $69,076). All of the Company’s financial liabilities have contractual maturities of less
than 60 days and are subject to normal trade terms.



100







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



It
is expected the Company will be funded by shareholder loans or private placements from related parties until the Company finds
an asset or business to incorporate into the Company.



Market
risk



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



Interest
rate risk



The
Company has cash balances and no variable 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 interest rate risk is remote.



Foreign
currency risk



The
Company’s functional currency is Canadian dollars and major purchases are transacted in Canadian dollars. The Company’s
reporting currency is the United States dollar.



RISK
FACTORS



At
the present time, the Company does not hold any interest in an active operating business or asset. The Company’s viability
and potential success lie in its ability to develop, exploit and generate revenue from a future asset or business acquisition.
Revenues, profitability and cash flow from any future asset or business acquisition involving the Company are difficult to predict
and will be influenced by factors unknown to management at the present time. The Company has limited financial resources and there
is no assurance that it will be able to obtain adequate financing in the future or that the terms of any such financing will be
favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of future business activities
of the Company with the possible dilution or loss of such business activities.



101







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



The
Company’s ability to continue as a going concern is uncertain and is dependent upon its ability to identify assets or business
opportunities to acquire or merge with. Success in identifying a new assets or business is uncertain. Furthermore, the Company
has limited working capital to pursue such opportunities. Unless the Company can identify a suitable assets or business opportunity
and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a
going concern. Any material delays, or failure of, identifying a suitable business opportunity and/or obtaining additional financing
in the near term is likely to have a material adverse impact on the business, operations and prospects of the Company and the
ability of the Company to raise adequate financing and re-commence business operations, which in turn is likely to have a material
adverse impact on the Company’s business, assets and financial condition.



Additionally,
certain of the directors and officers of the Company may also serve as directors and officers of other companies 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.



Consequently,
such directors and officers will be dividing their time between their duties to the Company and their duties to their other reporting
issuers.



RISK
MANAGEMENT



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 provides regular guidance for overall risk management.



DISCLOSURE
OF INTERNAL CONTROLS



Management
has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable
diligence to ensure that (i) the 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 financial statements, and (ii) the financial statements
fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the
date of and for the periods presented.



102







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



In
contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in
Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company
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 such certificate are not making any representations relating to the establishment and maintenance of:



| | (iii) | controls
    and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its
    annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized
    and reported within the time periods specified in securities legislation; and
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | a
    process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
    statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).                                                                                                              



The
Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge
to support the representations they are making in such certificate.



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.



ADDITIONAL
DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE



The
following tables set forth a breakdown of the components of general and administrative for the Company, for the year ended January
31, 2016 and 2015.



103







Royal
Standard Minerals Inc.

Management’s
Discussion and Analysis

Year
Ended January 31, 2016

Discussion
Dated May 25, 2016



General
and Administrative:



|                          |  | Year
                                         Ended

January
31, |       
|------------------------- |  | ---------------------------------------------------------------- | ------
|                          |  | 2016 ($)                                                         |       
|Corporate
    development |  |                                                                  | 1,968 
|Office and general        |  |                                                                  | 4,047 
|Professional fees         |  |                                                                  | 20,657
|Travel                    |  |                                                                  | -     
|Consulting
    fees       |  |                                                                  | 4,629 
|Total                     |  |                                                                  | 31,301



104







Item
18. Exhibits.



Exhibit



|No.  |  | Description
    of Exhibit                                                                                                                                                                                                                                                                                        
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                   
|1.1  |  | Articles
    of Incorporation of the Company, as amended. (incorporated by reference to Exhibit 1.1 to Form 20-F filed with the SEC on
    June 14, 2012).                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                   
|1.2  |  | By-law
    No. 2 of the Company (incorporated by reference to Exhibit 99.1 to Form 6-K filed with the SEC on January 12, 2012).                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                   
|2.1  |  | Shareholder
    Rights Plan Agreement dated December 23, 2010 between the Company and Equity Financial Trust Company (incorporated by reference
    to Exhibit 2.1 to the Company’s Amendment to Annual Report on Form 20-F/A for the fiscal year ended January 31, 2012
    filed with the SEC on June 14, 2012).
|     |  |                                                                                                                                                                                                                                                                                                                   
|2.2  |  | Amendment
    to Shareholder Rights Plan Agreement dated January 8, 2014 between the Company and Equity Financial Trust Company (incorporated
    by reference to Exhibit 99.9 to Form 6-K filed with the SEC on February 3, 2014).                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                   
|12.1 |  | Certification
    of President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                   
|12.2 |  | Certification
    of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).*                                                                                                                                                                                                                       
|     |  |                                                                                                                                                                                                                                                                                                                   
|13.1 |  | Certification
    of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.*                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                   
|13.2 |  | Certification
    of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.*                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                   
|15.1 |  | Consent
    of MNP LLP.*                                                                                                                                                                                                                                                                                          



|* | Filed
    herewith.                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|# | Confidential
    treatment has been requested for the redacted portions of this agreement. A complete copy of the agreement, including the
    redacted portions, has been filed separately with the SEC.



105







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/
    Lonnie Kirsh                            
|                         | Name:
    Lonnie Kirsh                          
|                         | Title:
    President and Chief Executive Officer
|                         |                                                 
|Dated:
    June 20, 2017 |                                                 



106