**UNITED STATES SECURITIES AND EXCHANGECOMMISSION Washington, D.C. 20549 FORM 20-F 
(Mark One) 
**OMB APPROVA**L 
OMB Number: 3235-0288 Expires: September 30, 2007 Estimated average burden Hours perresponse: 2631.00 
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934 
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE X__ **ACT OF 1934**For the fiscal year ended January 31, 2008 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from to 
OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 Date of event requiring this shell company report__________________ For thetransition period from to 

Commission file number **0-28980 ROYAL STANDARD MINERALS INC. 
(Exact name of Registrant as specified in its charter) 

(Translation of Registrant's name into English) 
**CANADA 
(Jurisdiction of incorporation or organization) 
**3258 MOB NECK ROAD HEATHSVILLE, VIRGINIA 22473 
(Address of principal executive offices) 

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

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. COMMONSHARES 

(Title of Class) 

(Title of Class) Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act. 

(Title of Class) 
SEC 1852 (05-06) **Persons who respond to the collection ofinformation contained in 
this form are not required to respond unless the form displays a currently valid OMBcontrol number 

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

84,079,825 Common Shares 

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

______Yes __X___No 

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. 

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

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

Indicate by check mark which financial statement item the registrant has elected tofollow. 

___X___ Item 17 _____ Item 18 If this is an annual report, indicated by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). 

______Yes __X___No 

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

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

______Yes _____No 
**PART I**ITEM 1 IDENTITY OF DIRECTORS, SENIOR    MANAGEMENT AND ADVISERS 5ITEM 2 OFFER STATISTICS AND EXPECTED    TIMETABLE 5 ITEM 3 KEY INFORMATION 5 *A.**Selected financial data*5 *B.**Capitalization and indebtedness*6 *C.**Reasons for the offer and use of    proceeds*6 *D.**Risk factors*7 ITEM 4 INFORMATION ON THE COMPANY 9 *A.**History and development of the    company*9 *B.**Business overview*9 *C.**Organizational structure*15 *D.**Property, plants and equipment*15ITEM 5 OPERATING AND FINANCIAL REVIEW    AND PROSPECTS 34 *A.**Operating results*34*B.**Liquidity and capital resources*39*C.**Research and development, patents    and licenses, etc.*43 *D.**Trend information*43*E.**Off balance sheet arrangements*43*F.**Tabular disclosures of    contractual obligations*43 *G.**Safe harbor*43 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND    EMPLOYEES 43*A.**Directors and senior management*43*B.**Compensation*46*C.**Board practices*49 *D.**Employees*54*E.**Share ownership*54ITEM 7 MAJOR SHAREHOLDERS AND RELATED    PARTY TRANSACTIONS 54 *A.**Major shareholders*55B. *Related party transactions*55 C. *Interests of experts and counsel*55ITEM 8 FINANCIAL INFORMATION 55 *A.**Consolidated statements and other    financial information*55*B.**Significant changes*55ITEM 9 THE OFFER AND LISTING 59*A.**Offer and listing details*59*B.**Plan of distribution*60*C.**Markets*60 *D.**Selling shareholders*60*E.**Dilution*60*F.**Expenses of the issue*60 ITEM 10 ADDITIONAL INFORMATION 61*A.**Share capital*61*B.**Memorandum and articles of    association*61*C.**Material contracts*61 *D.**Exchange controls*61*E.**Taxation*64*F.**Dividends and paying agents*64 *G.**Statement by experts*65 *H.**Documents on display*65*I.**Subsidiary information*65ITEM 11 QUANTITATIVE AND QUALITATIVE    DISCLOSURES ABOUT MARKET RISK 65 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN    EQUITY SECURITIES 65 PART IIITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND    DELINQUENCIES 65ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS    OF SECURITY HOLDERS AND USE OF PROCEEDS 65ITEM 15 CONTROLS AND PROCEDURES 65ITEM 16 [RESERVED] 66 ITEM 16A AUDIT COMMITTEE FINANCIAL REPORT 66ITEM 16B CODE OF ETHICS 66 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND    SERVICES 66ITEM 16D EXEMPTIONS FROM THE LISTING    STANDARDS FOR AUDIT COMMITTEES 66ITEM 16E PURCHASES OF EQUITY SECURITIES BY    THE ISSUER AND AFFILIATED PURCHASERS67 PART IIIITEM 17 FINANCIAL STATEMENTS 67 MANAGEMENT'S DISCUSSION &    ANALYSIS 112ITEM 18 FINANCIAL STATEMENTS 129 ITEM 19 EXHIBITS 129 SIGNATURES 129CERTIFICATIONS 130 CERTIFICATIONS PURSUANT TO    SECTION 906 132 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 table below presents selected statement of operations andbalance sheet data for Royal Standard Minerals Inc. as at and for the fiscal years endedJanuary 31, 2008, 2007, 2006, 2005, and 2004. The selected financial data presented hereinis prepared in accordance with accounting principles generally accepted in Canada("Canadian GAAP") and include the accounts of the Company and its wholly-ownedsubsidiaries, Southeastern Resources Inc., Pinon Exploration Corporation, Standard EnergyInc., and Manhattan Mining Co., all United States Companies. 

A summary of the differences between accounting principles generallyaccepted in Canada ("Canadian GAAP") and those generally accepted in the UnitedStates ("US GAAP") which affect the Company is contained in Note 16 of theConsolidated Financial Statements included with this report. 

**Royal Standard Minerals Inc. (An Exploration Stage Enterprise)Consolidated Financial Statement Data For the Years Ended January 31 (Expressed in US Currency) 
2008 **2007****2006****2005****2004****(Restated1)****(Restated1)**
**Statement    of Operations**
Revenue $0 $0 $0 $0 $0 Interest Income $396,294 $391,420$0 $0 $0 Expenses ($2,270,313) ($4,902,903) ($1,306,963)($572,318)($565,907) Net loss for the year ($2,019,479) ($4,511,483) ($1,674,430)($475,409)($554,626) Deficit, beginning of year ($14,051,103) ($9,539,620)($7,865,190) ($7,389,781)($6,835,155) Deficit, end of year ($16,070,582) ($14,051,103)($9,539,620)($7,865,190)($7,389,781) Loss per common share:Basic ($0.02) ($0.06) ($0.03) ($0.01) ($0.02)Diluted ($0.02) ($0.06) ($0.03) ($0.01) ($0.02) Weighted Average Shares Outstanding 82,983,768 73,771,233 53,907,094 41,090,912 31,330,379 **Balance Sheet****Year Ended January    31****2008****2007****2006****2005****2004****(Restated1)**Current Assets $8,006,287 $10,438,324$1,445,200 $541,835 $273,291 Exploration Properties $13,895,392 $8,547.743$3,810,519 $2,664,127$1,253,444 Equipment, net $1,483,690 $2,056,392$1,258,994 $37,735 $52,656 Total Assets $23,588,555 $21,224,226$6,646,480$3,237,383 $1,579,.391 Current Liabilities $220,737$202,157$221,733$104,087 $106,178 Net Assets $23,164,632 $20,840,302$6,292,080$3,133,296 $1,473,213 
1. For details see Note 2 of the Royal Standard Minerals ConsolidatedFinancial Statements (Audited)for the Years ending January 31, 2008 and 2007. 

*Currency Exchange Rates*

Except where otherwise indicated, all dollar figures in this annualreport on Form 20-F, including the financial statements, refer to United States currency.The following table sets forth, for the periods indicated, certain exchange rates based onthe exchange rates reported by the Federal Reserve Bank of New York as the noon buyingrates in New York City for cable transfers in foreign currencies as certified for customspurposes (the "Noon Buying Rate"). Such rates quoted are the number of U.S.dollars per Cdn $1.00 and are the inverse of rates quoted by the Federal Reserve Bank ofNew York for the number of Canadian dollars per U.S. $1.00. 

Year Ended December 31, 
 

2003
 

2004
 

2005
 

2006
 

2007High for the    period.7738.8493.8689.91481.0220Low for the    period.6329.7196.7871.8475.8460Averge rate    for the period(1)    .7186    .7716    .8253    .8821    .9353Rate at end    of period.7738.8308.8577.85811.0120
(1) Based on the average exchange rates on the last day of each monthduring the applicable period. 
**B**. Capitalization and indebtedness. 
Not Applicable 
**C. Reasons for the offer and use of proceeds. 
Not Applicable 
**D. Risk factors. 
The operations of Royal Standard involve a number of substantialrisks and the securities of Royal Standard are highly speculative in nature. The followingrisk factors should be considered: 

*Absence of Public Market*

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

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

*History of Losses*

At January 31, 2008, the Company had an accumulated deficit of U.S.$16,070,582. There can be no assurance that the Company will ever achieve revenues fromoperations or that its operations will ever be profitable. 

*Additional Capital*

The terms of the Company's rights to its properties require that theCompany expend significant funds on exploratory and other pre-production activities.Should the Company fail to make these expenditures on a timely basis, it would forfeit itsrights to the particular projects, including the sums expended through the dates of suchforfeitures. The Company's present capital resources are sufficient to fund these costs.There can be no assurance that the Company will be able to raise additional capital onacceptable terms or at all. In any event, any additional issuance of equity would bedilutive to the Company's current shareholders. 

*No History of Operations*

The Company is an exploration stage enterprise with no history of prioroperations and no earnings. There can be no assurance that the Company's operations willbecome profitable in the future. The success of the Company will be dependent on theexpertise of its management, the quality of its properties, and its ability to raise thenecessary capital to carry out its business plan. If financing is unavailable for anyreason, the Company will be unable to acquire and retain its mineral concessions and carryout its business plan. 

*Regulatory and Economic Factors*

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

*Competition*

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

*Title to Properties*

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

*Conflict of Interest*

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

*Dependence on Key Personnel*

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

*Effect of Outstanding Warrants and Options; NegativeEffect of Substantial Sales*

As of January 31, 2008, the Company had outstanding options andwarrants to purchase an aggregate of 14,314,496 Common Shares. All of the foregoingsecurities represent the right to acquire Common Shares of the Company during variousperiods of time and at various prices. Holders of these securities are given theopportunity to profit from a rise in the market price of the Common Shares and are likelyto exercise its securities at a time when the Company would be able to obtain additionalequity capital on more favorable terms. Substantial sales of Common Shares pursuant to theexercise of such options and warrants could have a negative effect on the market price forthe Common Shares. 

*Dividends*

The Company does not anticipate paying dividends in the foreseeablefuture. 

**Item 4. Information on the Company A. History and development of the company. 
Royal Standard Minerals Inc. herein referred to as "RoyalStandard" or the "Company", was incorporated pursuant to the laws of Canadaby articles of incorporation dated December 10, 1986 under its former name, RessourcesMinieres Platinor Inc. ("Ressources"). On April 30, 1996, Royal Standardshareholders approved the acquisition of all the issued and outstanding shares ofSoutheastern Resources, Inc. ("Southeastern") in a reverse take-overtransaction. Pursuant to this transaction, articles of amendment were filed effective May14, 1996, pursuant to which the name of Royal Standard was changed to its current form ofname and its shares issued and outstanding at that time were consolidated on a 7.5:1basis. On June 28, 1996, the Common Shares commenced trading on the Montreal Exchange. TheCompany is continued under the New Brunswick Business Corporations Act and its commonshares are listed on the TSX Venture Exchange symbol RSM. The Company also trades in theUnited States Overthe-Counter Bulletin Board symbol RYSMF. 

The registered office of Royal Standard is located at 360 Bay Street,Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard is locatedat 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an office at OneMain Street, Manhattan, Nevada, 89022. 
**B. Business overview. 
Royal Standard is a mineral exploration company engaged inlocating, acquiring exploring and the development of gold and precious metal deposits inthe state of Nevada. The Company owns a 100% interest in eight (7) projects in four (3)gold-silver districts in Nevada. These projects include the Goldwedge project in NyeCounty, the Pinon, Railroad and Dark Star projects in Elko County, Mustang Canyon, inEsmeraldo County, the Fondaway Canyon, Dixie-Comstock projects in Churchill. 

**At the present time, the Company's activities are limited toexploratory searches for ore and energy minerals. The Company has not generated anyrevenues from operations at this time. The Company is evaluating the potential foreconomic extraction of known deposits of ore grade material on the Company's mineralexploration properties. See Item # 3.D. - Risk Factors.**-   *Goldwedge Project*  The Goldwedge, one of several gold deposits in the area, is considered    one of the best known projects in the district for development of an underground mine. The    property contains excellent exploration potential for future growth. Based upon the    results of approximately 75 drill holes primarily within the central zone over a strike    length of 1,000+ feet and 100'-500' of vertical extent reveal continuous gold oxide    mineralization of potential mineable thickness and quality. RSM has analyzed all of the    drill data as part of a detailed geologic inventory of the deposit.   The project ownership includes staked BLM lands; options of BLM claims    owned by others and patented mining claims owned by the Company. All payments, maintenance    fees, option payments and taxes to state and federal authorities are current under state    and federal guidelines.   The Goldwedge deposit occurs at the intersection of north and northwest    trending faults. In the deposit area, the north trending Reliance fault is mineralized    within the Ordovician Zanzibar limestone and siltstone. The target mineralization occurs    within multiple high angle structures over a width of between 100-200 feet primarily    within the Zanzibar limestone. RSM has evaluated all of the pertinent drill data as part    of a detailed inventory of the deposit geometry, size and overall grade. The current    exploration model suggests that the Goldwedge deposit and the extensions may contain an    economically significant gold resource at depth near the contact with the Manhattan    Caldera margin.   The first potential mine development program is the 100% owned    Goldwedge deposit located within the Manhattan Mining District. The Goldwedge deposit is    located approximately 8 miles south of the large Round Mountain gold mine. All mine and    mill (plant) and water use permits were achieved in early, 2004. Also, in 2004 the Company    constructed a 700 foot (underground) decline and cross cut to test one of the gold    mineralized structures within a 100+ wide structural zone. Additionally, RSM completed the    surface facilities necessary to process the material to be mined onsite to include silt    ponds, ore pad and the onsite gold processing plant. The Company acquired a full    production scale gold recovery (gravity) plant that will be utilized to process the mined    material as part of the test mining program.   The underground bulk sampling and decline development program continued    during 2007, although the underground effort was hampered by the effects of groundwater. A    dewatering well was drilled in 2008 to reduce and control the water levels within the    mine. In 2007 the treatment of lower grade mined material continued with the processing    this material through an onsite (gravity) plant. The surface facilities and the gold    recovery plant were completed in 2005 and modified in 2006-2007 as a means to improve gold    recoveries.   During the year ending January 31, 2008, expenses on the Goldwedge    project were $4,953,218 bringing total RSM expenses on this project to $11,866,061. Future    expenditures are expected to be an additional $3 million over the next two years and    relegated to underground development and drilling.   Currently Sierra Power, a commercial electric supplier, services this    site. The Company has all of the necessary water rights secured from the State of Nevada.  
**This project is an advanced exploration project without known  reserves and the proposed program is exploratory in nature. 
The underground program has several objectives including a test  mining program and the establishment of the appropriate mining methods that will be  applied to the future development of the property. The underground development as well as  surface and underground drilling will be directed toward expanding the resources on this  property as well as the completion and testing of the recovery plant design. The gold  recovery plant has been modified to included two ball mill circuits and will include a  floatation circuit 

*Pinon and Railroad Projects-Carlin Trend South*

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

The land position includes unpatented BLM lands, patented lands and fee  lands. All payments, maintenance fees to federal and state authorities are current.  Landowner option payments are also current and in good standing for this more than 15,000  acre land position. 

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

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

The Railroad project increased the property position within the  district to approximately 10,500 acres of leases and includes unpatented and patented  mining claims. This effort included the acquisition of nearly 500 unpatented and 19  patented mining claims that lie south of Newmont's Mining's Rain district in Elko County,  Nevada. 

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

The Pinon and Railroad projects include approximately 17,000 acres  comprising unpatented BLM lode mining claims, patents and leased fee lands. The focus of  RSM's current effort is to identify and develop near surface oxide gold-silver deposits.  Approximately 600 shallow drill holes have been completed on 6 near surface gold-silver  deposits. The depth extensions of these deposits are not well understood, as deeper  drilling has not been sufficient to develop an acceptable understanding of this  mineralization. 

The Company has developed the necessary construction plans for the  Pinon-Railroad project including surface, heap leach facilities design and open pit  modeling of the deposits. The 2004-2006 program involved work on the BLM permit  application. All of this work has been completed in preparation for the filing of a mining  permit application with the US Bureau of Mines (BLM) by year-end 2009. A second objective  is to continue with the exploration drilling of the Railroad copper target and to further  test the potential of expanding the gold system on the property. 

Total exploration expenditures on this project have exceeded $10  million and an additional $20 million will be required to develop a 5,000 ton per day heap  leach operation on this project. As of January 31, 2008, RSM and its partners have spent  approximately $3.5 million on the Pinon and Railroad projects. Plans include the  achievement of a mining permit in 2009 followed project financing. 
**The property is without known reserves and the proposed program is  exploratory in nature. 
*Fondaway Canyon Project*

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

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

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

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

Estimates of prior expenditures on this property are approximately $5-6  million. The largest portion of these expenditures was contributed by Tenneco Minerals and  Tundra Mines LTD. This work included extensive drilling, development of a small open pit  production project and an advanced exploration adit on the property. As of January 31,  2008, RSM has spent $246,457 on this project. 
**The property is without known reserves and the proposed program is  exploratory in nature. 
*Manhattan/Round Mountain Caldera Program*

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

The Manhattan/Round Mountain Caldera program is the Company's most  advanced district play includes the Goldwedge advanced exploration program. The land  position in the Manhattan Mining District is comprised of 70 unpatented and 3 patented  lode-mining claims. An underground development program to include drill testing the  extensions of the Goldwedge deposit in addition to the evaluation of several additional  lode and placer properties that the Company controls in the district could significantly  increase the gold resource estimates. 

Freeport Gold, Tenneco (Echo Bay) recognized the potential of the  district (to include the Goldwedge deposit that is currently under control by RSM)  however, these deposits were not suited for open pit mining. At that time the large mining  companies did not consider the underground development projects feasible. Although  Sunshine Mining Co. 

considered an underground mine development in 1988 on the Goldwedge  deposit, continued exploration by Crown Resources and others on the Company's claims  indicated sections (5+'-30') of potentially mineable grades greater than 0.5 opt gold. The  continued downturn in the gold market, tightened corporate budgets and high holding costs  for the properties forced many companies to turn back the land positions to the claim  owners. Currently, the Company controls approximately 4,000 feet of strike length.  Approximately 1,000-1,200 feet of this strike length has been drill tested indicating  positive results. 
**C. Organizational structure. 
The Company has four wholly owned subsidiaries, Southeastern  Resources Inc., Pinon Exploration Corporation, Standard Energy Inc., and Manhattan Mining  Co., all United States Companies. 
**D. Property, plants and equipment. 
The registered office of Royal Standard is located at 360 Bay  Street, Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard is  located at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an office  at One Main Street, Manhattan, Nevada, 89022. 
***Nevada Projects*
*Goldwedge Project*

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

Currently Sierra Power, a commercial electric supplier, services this  site. The Company has all of the necessary water rights secured from the State of Nevada. 
 
**LOCATION MAP 
Source: RSM 2003 

 

 

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

The project ownership includes staked BLM lands; options of BLM claims  owned by others and patented mining claims owned by the Company. All payments, maintenance  fees, option payments and taxes to state and federal authorities are current under state  and federal guidelines. The land position controlled by RSM on the Goldwedge Project area  is shown below:****Claim Name**Claim Type BLM Serial # or Patent # Goldwedge Unpatented NMC 96294 -96297 Goldwedge 1-3 Unpatented NMC 96294-96297 OrpahntPatents 4095 Copper Farm-Eldorado #2 Patents 2876 GW 1-34 Unpatented NMC 826458-826460, 824432824436,826461-826476, 829859829863, 834113 Location of Claims
Goldwedge Deposit (option to Purchase 100% for $200,000) 

North Plunge of Goldwedge Deposit and 1.5 miles of Mineralized Caldera Margin Trend  (RSM owns 100% of Unpatented Claims) 

South End of Goldwedge Deposit and East Caldera Margin Trend (RSM owns 100% of Patent  Claim 
**# of Claims/Acres/Owner
4 Claims/50 Acres/Hill 

34 Claims/450 Acres/RSM 

1 Claim/20.03 Acres/RSM (Orphant Patent) 

**Importance to Development 
90% of known measured deposit and most of know indicated deposit, 3% NSR, - 5-year  lease term, renewable 

Largest deep inferred and unexplored mineralized caldera margin 

Approximately 5% of known deposit, Private Land for Decline and Plant Site, and 1,500  feet of mineralized caldera trend, facility site plan, 1% NSR 

**Goldwedge - Manhattan Project Area Nye County Recorder Claim Name BLM Serial No. Book/Page 
April Fool 117977 April Fool Fraction 117978 Tip Top 117979 War Eagle 117980 Future  117981 108/106 Future No. 01 117982 108/106 Future No. 02 117093 108/107 Future No. 03  117984 108/107 ABB No. 23 744305 ABB No. 24 744306 
**PATENTED CLAIMS Claim Name Parcel # Propert Loc. 
Ida and Lottie 000-006-74 CLMS 2 LODE Wolftone and Wolftone Fraction 000-156-75  CLMS 2 LODE 
**KEYSTONE-JUMBO PROJECT AREA 
Nye County Recorder Claim Name BLM Serial No. Book/Page WC. NO. 01 443681 367/82  WC. NO. 03 443682 367/84 WC. NO. 05 443683 367/86 WC. NO. 07 443684 367/88 WC. NO. 09  443685 367/90 WC. NO. 11 443687 367/92 WC. NO. 45 443704 367/126 WC. NO. 47 443705 367/128  WC. NO. 49 443706 367/130 WC. NO. 51 260915 367/132 WC. NO. 53 260917 367/134 WC. NO. 55  443707 367/136 WC. NO. 63 443712 367/144 WC. NO. 64 443713 367/145 WC. NO. 65 443714  367/146 WC. NO. 66 443715 367/147 WC. NO 67 443716 367/148 WC. NO. 68 443717 367/149 WC.  NO. 145 443754 367/226 South Main NO. 11 443756 342/278 South Main NO. 13 241446 342/280 
**Nye County Recorder Claim Name BLM Serial No. Book/Page 
CAPITAL 117967 88/15 

CAPITAL NO. 01 117968 88/15 

CAPITAL NO. 02 117969 88/16 

CAPITAL NO. 03 117970 88/16 

CAPITAL FRACTION 117971 91/373 

KEYSTONE JR. 117967 46/9 

APRIL FOOL NO. 01 117985 124/539 

BIG SAM 117986 124/539 

FORD 117987 124/537 

FORD NO. 02 117988 124/537 

FORD NO. 03 117989 124/538 

BONANZA 117990 124/538 

Wm. Michael Donovan Jr., Professional Land Surveyor #2617, surveyed the  land holdings in the immediate vicinity of the deposit to determine the exact land  boundaries in relation to the gold deposit. These boundary locations will be used for  determining royalty allocation if the remaining leased property is not purchased prior to  the start of production. RSM currently has a 3.0% NSR royalty obligation that can be  purchased for US$200,000 minus past lease payments of $15,000. This purchase option may be  exercised prior to any full production decision. The Project's land holdings have been  properly filed in year 2004 with all title payments currently paid. Holding costs, buyout  costs and royalties will be even lower with the lease purchase and have little impact on  the project's economics. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
The Goldwedge deposit occurs at the intersection of north and northwest    trending faults. In the deposit area, the north trending Reliance fault is mineralized    within the Ordovician Zanzibar limestone and siltstone. The target mineralization occurs    within multiple high angle structures over a width of between 100-200 feet primarily    within the Zanzibar limestone. RSM has evaluated all of the pertinent drill data as part    of a detailed inventory of the deposit geometry, size and overall grade. The current    exploration model 
131 suggests that the Goldwedge deposit and the extensions may contain    an economically significant gold resource at depth near the contact with the Manhattan    Caldera margin. 
The first potential mine development program is the 100% owned    Goldwedge deposit located within the Manhattan Mining District. The Goldwedge deposit is    located approximately 8 miles south of the large Round Mountain gold mine. All mine and    mill (plant) and water use permits were achieved in early, 2004. Also, in 2004 the Company    constructed a 700 foot (underground) decline and cross cut to test one of the gold    mineralized structures within a 100+ wide structural zone. Additionally, RSM completed the    surface facilities necessary to process the material to be mined onsite to include silt    ponds, ore pad and the onsite gold processing plant. The Company acquired a full    production scale gold recovery (gravity) plant that will be utilized to process the mined    material as part of the test mining program. 
The underground bulk sampling and decline development program continued    during 2007, although the underground effort was hampered by the effects of groundwater. A    dewatering well was drilled in 2008 to reduce and control the water levels within the    mine. In 2007 the treatment of lower grade mined material continued with the processing    this material through an onsite (gravity) plant. The surface facilities and the gold    recovery plant were completed in 2005 and modified in 2006-2007 as a means to improve gold    recoveries. 
During the year ending January 31, 2008, expenses on the Goldwedge    project were $4,953,218 bringing total RSM expenses on this project to $11,866,061. Future    expenditures are expected to be an additional $3 million over the next two years    concentrating on underground development and drilling. 
**Cumulative**from date of Restated Restated inception of For the years ending January 31, 2008 January 31, 2007(1) January 31, 2006(1) exploration phase 
Gold Wedge Project Opening balance $6,912,843 $2,857,531 $1,494,980 $0 Property Acquisition costs 93,463 171,376 184,892 599,862 Travel 77,588 77,737 70,862 290,141 Mine development costs 241,075 293,519 237,867 982,208Drilling 606,223 53,185 78,790 884,639 General exploration 0 5,023 38,776 133,353 Professional fees 0 0 33,740 72,636 Consulting 1,146,119 1,377,706 243,297 3,471,045 Office and general 729,941 335,767 79,701 1,145,909 Analysis and assays 23,899 30,063 22,240 118,621 Supplies, Equipment andtransportation 1,389,747 1,171,969 186,254 2,762,848Amortization 645,163 538,967 186,132 1,404,799 Activity during the period 4,953,218 4,055,312 1,362,551 11,866,061 Closing balance $11,866,061 $6,912,843 $2,857,531 $11,866,061 
(1) See note 2 of the Consolidated Financial Statements (Audited) for    the Years ended January 31, 2008 and 2007. 
The underground program has several objectives including a test mining    program and the establishment of the appropriate mining methods that will be applied to    the future development of the property. 
The underground development as well as surface and underground drilling    will be directed toward expanding the resources on this property as well as the completion    and testing of the recovery plant design. The gold recovery plant has been modified to    include two ball mill circuits and will include a floatation circuit. 
The results of the last 12 months support further investment and a    continuation of the mining and milling program for this project. The projected    expenditures for the next 12 months are expected to be approximately $3 million. Funding    will include approximately $2.5 million allocated to underground development and drilling    as well as the continuation of the test mining and approximately $0.5 million of this    funding will be allocated to an underground and surface drilling program. The balance of    approximately $0.5 million will be allocated to plant modification to include the addition    of another ball mill and other material handling improvements. All of this work will be    supervised by the CEO and carried out by experienced miners and plant employees currently    working for the Company. Consultants will be utilized in special instances to assist    management with specific technical issues. Funding for this activity will come from the    Company's current cash. 
**This project is an advanced exploration project without known    reserves and the proposed program is exploratory in nature. 
*Pinon and Railroad Projects-Carlin Trend South*

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

 

The TC claim group is under control (100%) of RSM. The TC claims are located on federal    public domain lands that are managed (both surface and mineral estates) by the Bureau of    Land Management ("BLM"). Initially staked in 1979, this ground was previously    open to mineral location with no significant restrictions. Location certificates for all    claims staked in the group were filed and recorded with the BLM and the Elko County    Recorder's Office in Elko according to federal and state laws/regulations. 

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

**T30N, R53E Section 21: All (640 acres) 
Surface estate J. Tomera Ranch (100%) 

Mineral estate J. Tomera family (50%) 

Etcheverry family (16.7%) 

Rudnick Trust (16.6%) 

L&R Rudnick family (16.6%) 
**Section 27: NE1/4 NW1/4 , NE1/4, NE1/4 SE1/4 (640 acres)_ 
Surface estate Pereira Trust (100%) 

Mineral estate Pereira Trust (50%) 

Etcheverry family (16.67%) 

O. Rudnick family (16.67%) Rudnick Trust (8.33%) 
**Section 27: NW1/4 NW1/4 , S1/2 NW1/4, SW1/4, NW1/4 SE1/4, S1/2  SE1/4 (640 acres) 
Surface estate J. Tomera Ranch (100%) 

Mineral estate J. Tomera family (50%) 

Etcheverry family (16.67%) 

O. Rudnick family (16.67%) Rudnick Trust (8.33%) 

R. Rudnick family (8.3%) 

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

**Required Cas**h Project Payments to Optionors Royalty Exercise of Option Railroad Elko County Commencing in fiscal 2003. $15,000      in the first year and increases by $5,000 each of the next six years 5% NSR August 2008 $2,000,000 There are 493      Unpatented and 19 patented mining claims as follows: **Patented Mining      Claims**Parcel No. OPM-464-030 NAMEACRES Standing Elk 6.460 Millsite 4.590 Cleveland 12.730 Hoffman 8.800 Hecia 6.730 Silver King 6.520 Bullion4.590 Sky Blue 18.870 Tripoli 4.590 Tripoli East Loade 20.080 Webfoot5.980 Mounted Lodge 20.660 Grey Eagle Blue Eagle Blue Jay Tom Boy Lucky Boy Kansas City Safety pin 105.766 TOTAL 226.366 **Unpatented Mining Claims**NAME BLM NMC NUMBER NO. OF CLAIMS Black 75973 1 Blue 75974 1 Burke Fraction 75975 1 Canary 75976 1 Dike No. 1-4 75977-75980 4 Dike No. 6-9 75981-75984 4 Dike No. 11 75985 1 Eagle 75986 1 Gold 75987 1 Green 75988 1 Hoffman Fraction 75989 1 Holdup 75990 1 Homestake 75991 1 Key 75992 1 Lark 75993 1 Last Chance 75994 1 **NAME BLM NMC NUMBER NO. OF CLAIMS 
Mahogany 75995 1 Mendota 75996 1 Moon 75997 1 Moon No. 1-2 75998-75999 2 Nevada  76000 1 Owl 76001 1 Pink 76002 1 Portal 76003 1 Portal Fraction 76004 1 Red 76005 1  Snowbird 76006 1 Spring 76007 1 Star 76008 1 Storm King 76009 1 Uhalde-Borne 76010 1  Uhalde-Borne North 76011 1 Selco 1-89 75884-75972 89 John 75876 1 Bardy 75877 1 Maggie  75878 1 Rob 75879 1 Hannah 75880 1 Ken 75881 1 Peter 75882 1 Pam 75883 1 B 1-5  138543-138547 5 Home 1-18 164143-164160 18 Home 19-31 190211-190223 13 Home 41-52  227247-227257 11 RR 1-39 320216-320254 39 RR 40-54 426606-426620 15 RR 55-64 486934-466943  10 CISS 1-87 407849-407935 87 CISS 106-119 407954-407967 14 CISS 124-137 407968-407981 14  LT 1-27 504170-504176 27 WRN 1-12 602701-602712 12 RF 1-8 403753-403760 8 New 56-63  202156-202163 8 New 65-72 202165-202172 8 New 135-138 227243-227246 4 Pine 1-18  407779-407796 18 Pine 58-66 407836-407844 9 RN 1-25 602676-602700 25 PIN 1-12  696494-696505 12 

 

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

The Railroad project increased the property position within the  district to approximately 10,500 acres of leases and includes unpatented and patented  mining claims. This effort included the acquisition of nearly 500 unpatented and 19  patented mining claims that lie south of Newmont's Mining's Rain district in Elko County,  Nevada. 

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

The Pinon and Railroad projects include approximately 17,000 acres  comprising unpatented BLM lode mining claims, patents and leased fee lands. The focus of  RSM's current effort is to identify and develop near surface oxide gold-silver deposits.  Approximately 600 shallow drill holes have been completed on 6 near surface gold-silver  deposits. The depth extensions of these deposits are not well understood, as deeper  drilling has not been sufficient to develop an acceptable understanding of this  mineralization. 

The Company has developed the necessary construction plans for the  Pinon-Railroad project including surface, heap leach facilities design and open pit  modeling of the deposits. The 2004-2006 program involved work on the BLM permit  application. All of this work has been completed in preparation for the filing of a mining  permit application with the US Bureau of Mines (BLM) by year-end 2009. A second objective  is to continue with the exploration drilling of the Railroad copper target and to further  test the potential of expanding the gold system on the property. 

Total exploration expenditures on this project have exceeded $10  million and an additional $20 million will be required to develop a 5,000 ton per day heap  leach operation on this project. As of January 31, 2008, RSM and its partners have spent  approximately $3.5 million on the Pinon and Railroad projects. Plans include the  achievement of a mining permit in 2007 followed project financing. Following is a detailed  table of RSM's expenditures. 

** Cumulative       from date of Restated Restated inception of For the years ending 
January 31, 2008 January 31, 2007(1) January 31, 2006(1) exploration phase Pinon Project Opening balance $1,148,259 $762,285 $600,538 $0 Property Acquisition costs 19,017 34,047 40,258 444,587 Travel 14,978 0 801 26,828 Drilling 0 8,333 72,780 130,600 General exploration 0 0 0 7,765 Professional fees 0 0 0 66,273 Office and general 54,413 15,296 2,698 98,120 Geologist 0 0 25,008 32,653 Consulting 207,590 151,133 19,537 402,492 Reclamation costs 0 167,785 0 167,785 Analysis and assays 7,171 9,380 382 74,042 Supplies, Equipment andtransportation 0 0 283 283 Activity during the period 303,169 385,974 161,747 1,451,428 Closing balance $1,451,428 $1,148,259 $762,285 $1,451,428 **Railroad Project**Opening balance $215,813 $175,670 $175,670 $0 Property Acquisition costs 115,633 40,143 0 331,446 Activity during the period 115,63340,1430331,446 Closing balance$331,446$215,813$175,670$331,446 
(1) See note 2 of the Consolidated Financial Statements (Audited) for  the Years ended January 31, 2008 and 2007. 

The Pinon gold-silver project has been intensively explored with more  than 300 drill holes in this Carlin-type surface bulk mineable target. In 2007, the  Company completed drilling of the deposits for environmental data and completed drilling  for similar information on the proposed leach pad. These data will be included in various  state and federal applications toward achieving a mining permit for this project. The cost  in 2007 was approximately $200,000 for this drilling program. Engineering and analytical  costs including report preparation is expected to be an additional $100,000 this calendar  year. Consulting environmental engineering, Dyer and Associates of Sparks, Nevada are  completing the environmental reports. If more site work is required additional capital  will have to be utilized to collect additional data. 

In regard to the Railroad project, the Company expects to continue with  the surface drilling program on the Copper-Molybdenum-precious metal target utilizing the  one-two Company owned core drilling rigs. A total of five 5 core drill holes were  completed on this project in 2007 at a cost of approximately $175,000. Experienced  drillers are employed by the Company to operate our own drill rigs. Plans for this program  in 2008 will include the continuation of this drilling program at a cost not to exceed  $350,000. 

The funding for these programs will come from the Company's current  cash on its balance sheet. 
**The property is without known reserves and the proposed program is  exploratory in nature. 
*Fondaway Canyon Project*

The 100% controlled Fondaway Canyon gold project is located in  Churchill County, Nevada in the Stillwater range. The Fondaway property is accessible from  Fallon east along U.S. Highway 50, then north on Hwy 116 to the settlement of Stillwater,  then north on an improved gravel road for 30 miles along the front range of the Stillwater  Mountains to Fondaway Canyon. The elevation of the property ranges from 5000 to 6000 feet.  Access east into Fondaway Canyon is steep but adequate with existing mine roads. The  Fondaway deposit is located on the west flank of the Stillwater Range in Sections 1 and 2,  T22N, R33E, and Sections 5 and 6, T22N, R34E. 

Sierra Pacific Power Co exists on the property. RSM has the current  water rights to the property. 
The Fondaway Canyon    property consists of 148 contiguous unpatented lode-mining claims (approximately 3000    acres) on BLM land held under a lease agreement assigned from Nevada Contact Inc. (NCI) to    Royal Standard Minerals Inc. (RSM). Eighteen claims were staked NCI, quitclaimed to the    owner, and included in the assignment to RSM. The lease terms include a 3% net smelter    return royalty to the owner Richard Fisk and advanced royalty payments of $25,000 per    year. The annual payments graduate to $35,000 in 2006 and years following. Details of the    option agreement are as follows: 
Required Cash Payments to Optionors Royalty Exercise of Option Commencing in fiscal 2003. $25,000        in year one, $30,000 in years two and three and $35,000 each of the next seven years         3% NSR        July 2013         $600,000 
All of the maintenance filing fees are current and in good standing. 
Nearly-vertical, east-west trending mineralized shear zones host the    Half Moon, Paperweight, Hamburger Hill and South Pit gold resources that is hosted within    a Mesozoic sedimentary package. The Mesozoic sedimentary package has been intruded by a    Mesozoic-Tertiary aged intrusive. 
The vertical extent tested by recent drilling of the higher grade gold    mineralized shear zones is greater than 1,000 feet. Horizontal continuation of gold    mineralization as at the Paperweight and Hamburger Hill mineralized shear zone is 3,700    feet with widths commonly between 5'-20+ feet. Drilling and assay records indicate that    568 holes have been drilled for a total estimated footage of 200,000 feet of RC drilling    and 22,000 feet of core drilling to include 455 reverse circulation, 49 core holes and 64    air track holes over a strike length of approximately 12,000 feet. Tenneco Minerals Inc.,    the most active company, drilled approximately 350 holes (130,000 feet) and drove a 500'    adit for sulfide metallurgical sampling during the period 1987-1996. Tenneco also operated    a small oxide gold open pit mine for a short time during this period. Nevada Contact Inc.    (NCI) acquired the property in 2001 and drilled 11 reverse circulation holes, RSM acquired    the property from NCI in early 2003 as part of a property swap with NCI retaining a 1% NSR    overriding royalty in the Fondaway Canyon property and $25,000 advance minimum royalty    payments to the claim holder until 2006 at which time the payments increase to $35,000 per    year that includes a 3% NSR royalty until buyout. There is a buyout option of $600,000 for    the owners' interest. 
Drill testing of the Tenneco leach pad was unsuccessful. RSM plans are    to further drill test the sulfide resource as part of a program to upgrade the indicated    and inferred resources on the property. This effort will involve drilling underground    within the Tenneco adit along with a surface drilling program. A bulk sampling program for    metallurgical analysis of the sulfide resource will also be included as part of an effort    to develop a gold recovery process that will achieve the desired results. This effort is    subject to achieving the necessary state of Nevada permits. 
Estimates of prior expenditures on this property are approximately $5-6    million. The largest portion of these expenditures was contributed by Tenneco Minerals and    Tundra Mines LTD. This work included extensive drilling, development of a small open pit    production project and an advanced exploration adit on the property. As of January 31,    2008, RSM has spent $162,778 on this project. A table of detailed expenditures follows: 
Cumulative from date of 
Restated        Restated inception of 
January        31, January 31, January 31, exploration **For the years ending**2008 2007(1) 2006(1) phase **Fondaway Project**Opening balance $162,778 $127,652 $96,028 $0 Property Acquisition costs 64,754 35,126 31,624 227,181 Travel 3,279 0 0 3,279 Drilling 15,646 0 0 15,646 Analysis and assays 0 0 0 351 Activity during the period         83,679         35,126         31,624         246,457 Closing balance$246,457$162,778$127,652$246,457
(1) See note 2 of the Consolidated Financial Statements (Audited) for    the Years ended January 31, 2008 and 2007. 

Project expenditures included a small sonic drilling program to test    the Tenneco Minerals leach pad on this property. In 2008 the only program will include the    completion of a ground magnetics survey of the entire property at a projected cost of    approximately $50,000. These data will be utilized to plan a program of further drilling,    possibly in 2009. This work will be completed by our employee, an experienced    geophysicist. Funding will come from the cash on hand. 
**The property is without known reserves and the proposed program is  exploratory in nature. 
*Manhattan/Round Mountain Caldera Program*

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

The Manhattan/Round Mountain Caldera program is the Company's most  advanced district play includes the Goldwedge advanced exploration program. The land  position in the Manhattan Mining District is comprised of 70 unpatented and 3 patented  lode-mining claims. An underground development program to include drill testing the  extensions of the Goldwedge deposit in addition to the evaluation of several additional  lode and placer properties that the Company controls in the district could significantly  increase the gold resource estimates. Details of the option agreement are as follows: 

On June 29, 2005 the Company entered into a 5-year Purchase Option  Agreement with a private individual for all of his patented and unpatented mining claims  in the Manhattan Mining District located in Nye County, Nevada. The land package totals  approximately 1600 acres (4 patented, 70 unpatented claims). This property position  adjoins the Company's Goldwedge Mine. The land package includes a number of exploration  targets which are of interest to the Company. In addition, the Company's option includes  the Dixie Comstock claim group located in Churchill County, Nevada. The Dixie Comstock is  a 1500 acre property containing an epithermal gold system that has been explored by a  number of major mining companies over the past 20 years. It is considered to be an  attractive advanced exploration project. The Company is currently engaged in the  completion of a 43-101 property report. The Company has agreed to pay $35,000 upon the  execution of the Agreement. Annual option payments of $48,000 are to be applied to a total  purchase price of $600,000 - there are no royalties. 

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

Expenses to date by Royal Standard are as follows: 
Cumulative from date of 
Restated      Restated inception of 
January      31, January 31, January 31, exploration For the years ending 2008 2007(1) 2006(1) phase **Manhattan Project**Opening balance $0 $0 $191,065 $0 Property Acquisition costs 0 0 0 27,707 Travel 0 0 0 28,253 General Exploration 0 0 1,458 63,219 Consulting 0 0 0 47,743 Analysis and assays 0 0 0 25,601 Written off 0 0 (192,523) (192,523) Activity during the period0 0 (191,065)0Closing balance$0 $0$0 $0 
(1) See note 2 of the Consolidated Financial Statements (Audited) for  the Years ended January 31, 2008 and 2007. 

The Company does not plan to complete any exploration program on this  property in 2008. 

**The property is without known reserves and the proposed program is  exploratory in nature. Item 5. Operating and Financial Review and Prospects 
A. Operating results. 

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

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

*Year Ended January 31, 2008 Compared to the Year Ended January  31, 2007*

The net loss for the year ending January 31, 2008 was $2,019,479 as  compared to the net loss of $4,511,483 for the year ending January 31, 2007. The decrease  of $2,492,004 is principally the result of Stock Option Compensation of $853,953 for the  year ending January 31, 2008 as compared to $3,838,926 for the year ending January 31,  2007. 

General and administrative expenses increased from $618,962 for the  year ending January 31, 2007 to $872,321 for the year ending January 31, 2008 an increase  of $253,359 of which $157,472 was caused by increases in professional fees, the major  portion of which were related to the settled litigation described in Note 14 of the  consolidated financial statements as of January 31, 2008. The other increases are a direct  result of continued activity on the Company's mineral projects. Consulting, wages and  salaries increased from $443,693 for the year ending January 31, 2007 to $482,123 for the  year ending January 31, 2008, an increase of $38,430. 

During the period ended January 31, 2008, the Company changed its  accounting policy with regards to the amortization of its exploration equipment. In prior  years, the Company recorded such amortization as an operating expense. As the Company is  still in the exploration stage, the Company's management determined that it would be more  appropriate to defer the amortization of the exploration equipment until the Company  ceases to be in the exploration stage and enters the production stage. The effect of this  change on the January 31, 2007 year-end balance sheet is an increase in mineral properties  by $759,636 and a corresponding decrease in the accumulated deficit by the same amount.  The effect of this change on the net loss and the accumulated deficit for the years ended  January 31, 2007 and 2006 is a decrease of $538,967 and $186,132 respectively and a  corresponding increase in mineral properties. The opening accumulated deficit for the  years ended January 31, 2007 and 2006 decreased by $220,669 and $34,537 respectively and a  corresponding increase in opening balance in mineral properties. 

*Year Ended January 31, 2007 Compared to the Year Ended January  31, 2006*

The net loss for the year ending January 31, 2007 was $5,431,480 as  compared to the net loss of $1,611,057 for the year ending January 31, 2006. The  difference of $3,820,423 is principally the result of compensation expense resulting from  stock options granted to officers, directors and a consultant during the current year in  the amount of $3,838,926 versus $739,006 in the prior year for an increase of $3,099,920. 

General and Administrative expenses increased from $266,505 for the  year ended January 31, 2006 to $618,962 for the year ended January 31, 2007. The increase  of $352,457 is mainly the result of Professional Fees which increased by $221,269,  Corporate Development Expense which increased by $57,618 and Advertising Expense which  increased by $45,539. Amortization increased from $191,877 in 2006 to $540,289 in 2007,  for an increase of $348,412, and consulting fees which increased from $295,707 for the  year ended January 31, 2006 to $443,693 for the year ending January 31, 2007, for an  increase of $147,986. All increases are a direct result of increased activity on the  Company's mineral projects. 

Offsetting the aforementioned increases in expenses is interest income  of $391,420 for the year ended January 31, 2007 versus none for the same period in 2006.  In addition, the Company wrote off exploration properties amounting to $367,467 during the  year ending January 31, 2006 versus none for the year ending January 31, 2007. 

*Year Ended January 31, 2006 Compared to the Year Ended January  31, 2005*

The net loss for the year ending January 31, 2006 was $1,611,057 as  compared to $475,409 for the year ending January 31, 2005, a difference of $1,135,648. The  majority of this difference is a result of stock-option compensation which increased from  $150,606 in 2005 to $739,006 in 2006. During fiscal 2006 2,380,000 options were granted to  employees and directors of the company, 200,000 were exercised and 695,000 were cancelled  or expired (see note 9 of the January 31, 2006 audited financial statements for details). 

Also contributing to the increased loss were write-offs of exploration  properties totaling $367,467. During the year the Company wrote-off $192,523 of  exploration expenditures relating to the Manhattan, Nye County project and $174,944  relating to smaller projects that the Company was evaluating. 

General and Administrative expenses increased from $193,287 for the  year ending January 31, 2005 to $266,505 for the year ending January 31, 2006. Consulting  fees increased from $213,504 for the year ending January 31, 2005 to $295,707 for the year  ending January 31, 2006. These increases are a direct result of increased activity on the  Company's mineral projects. 

*Year Ended January 31, 2005 Compared to the Year Ended January  31, 2004*

The net loss for the year ended January 31, 2005 was $475,409 as  compared to $554,626 for the year ended January 31, 2004. General and Administrative  expenses and Consulting fees decreased by a total of $103,832. However, Stock Option  Compensation increased by $110,266 resulting in little change in total Expenses. Expenses  were $578,632 for the year ended January 31, 2005 as compared to $565,907 for the year  ended January 31 2004. The increase in Stock Option Compensation is attributed to the  granting of 775,000 stock options to employees and directors of the Company on May 4,  2004. 

The Corporation owns 100% interest in five (5) projects in four (4)  gold-silver districts in Nevada. These projects include the Gold Wedge, Nye County, Pinon  and Railroad Projects, Elko County, Fondaway Canyon, Churchill County and Como, Lyon  County, Nevada. 

The Gold Wedge project represents the most advanced project located in  the Manhattan district about eight (8) miles south of the Round Mountain mine and has been  issued a mine and mill permit by the Nevada Department of Environmental Protection (NDEP).  In March, 2004 the Company completed a $2.2 CDN million private placement. These funds  were directed toward the construction of a 700 foot (underground) decline and cross cut to  test one of the gold mineralized structures within a 100+ wide structural zone.  Additionally, RSM completed the surface facilities necessary to process the material to be  mined onsite to include silt ponds, ore pad and the onsite gold processing plant. The  Company acquired a full production scale gold recovery (gravity) plant that will be  utilized to process the mined material as part of the test mining program. 

*Nevada Projects*In fiscal 2003 and 2002, the Company entered into  certain option agreements to purchase up to 100% interest in patented and unpatented  lode-mining claims in Nye, Elko and Lyon Counties, Nevada. Details of the option  agreements are as follows: 
**Project**Gold Wedge Nye      County **Required Cash Payments to      Optionors**Commencing in fiscal 2002. $5,000 each in first two years; $10,000 in third      year; $15,000 in fourth year and $20,000 in fifth and sixth years **Royalty(1)**3% NSR **Exercise of Option**July 2006      $200,000 Manhattan Nye County **Project**Commencing in fiscal 2002. $1,000      per month from August 2001 to August 2002; $2,000 per month from September 2002 to July,      2006 **Required Cash Payments to Optionors**5% NSR **Royalty(1)**August 2006 $500,000 **Exercise of      Option**Fondaway Canyon Churchill County Commencing in fiscal 2003. $25,000      in year one, $30,000 in years two and three and $35,000 each of the next seven 3% NSR July 2013 $600,000 years Como Lyon County Commencing in fiscal 2003.      $25,000in years one and two covering years three and four, $20,000 in year five, $25,000      in year six 4% NSR May 2008 $1,000,000 Railroad Commencing in fiscal 2003. 5% NSR August 2008 Elko County $15,000 in the first year and $2,000,000 increases by $5,000 each of the next six years 
(1) *NSR - Net Smelter Royalty*

*Gold Wedge Project*

On June 29, 2005 the Company entered into a 5-year purchase option  agreement with a private individual for all of his patented and unpatented mining claims  in the Manhattan Mining District located in Nye County, Nevada. The land package totals  approximately 1600 acres (4 patented, 70 unpatented claims). This property position  adjoins the Company's Goldwedge Mine. The land package includes a number of exploration  targets which are of interest to the Company. In addition, the Company's option includes  the Dixie-Comstock claim group located in Churchill County, Nevada. The Dixie Comstock is  a 1500 acre property containing an epithermal gold system that has been explored by a  number of major mining companies over the past 20 years. It is considered to be an  attractive advanced exploration project. The Company has yet to complete a 43-101 property  report. The Company agrees to pay $35,000 upon the execution of the Agreement. Annual  option payments of $48,000 are to be applied to a total purchase price of $600,000 - there  are no royalties. 

The Company has recorded an asset retirement obligation on its Gold  Wedge Project, representing the estimated costs of the Company's obligation to restore the  Gold Wedge properties to their original condition as required by the State of Nevada  regulatory authorities. At the present time, the Company cannot reasonably estimate the  fair value of these costs. As such, the Company has recorded an asset retirement  obligation in the amount of $181,767, the amount of the reclamation bond posted by the  Company with the State of Nevada. 

*Como Project*

On September 15, 2004, the Company granted an option (the  "Option") to Sharpe Resources Corporation ("Sharpe") to acquire a 60%  interest in the Company's gold project located in Lyon County, Nevada (the  "Project"), in consideration for which Sharpe has issued 2,000,000 common shares  to the Company at a deemed value of $78,125 ($100,000 CDN). To exercise the option, Sharpe  must maintain the unpatented and patented mining claims on the Project, must pay all  required options, annual advanced minimum royalty payments and deliver a completed  positive feasibility study in compliance with National Instrument 43-101 in respect of the  Project. 

On December 5, 2006, Sharpe withdrew from this project without any  further financial obligations. Subsequent to the year ending January 31, 2008, the Company  decided not to pursue the exploration of this project and to write off all accumulated  deferred exploration costs. 

*Pinon Project - Cord Lease*

In August 2002, the Company entered into a mining lease agreement to  lease certain properties located in Elko County, Nevada for a period of five years. The  lessors will retain a 5% net smelter royalty with no option to purchase. These properties  are to be extended in 2007. In 2006 RSM leased section 25 and 13 from the Periera Trust.  The Dark Star gold-silver resources lie within Section 25. Additionally, in 2007 RSM was  able to lease portions of sections 27, 15, and 23 that it previously did not control. 

*Pinon Project - Tomera Lease*

In August 2002, the Company entered into a mining lease agreement to  lease certain properties located in Elko County, Nevada for a period of seven years. The  lessor will retain a 5% net smelter royalty. 

In addition, the Company entered into an irrevocable lease agreement  with the surface and minerals rights owners of the Pinon Project properties. 

*Other Projects*

During 2006, the Company wrote-off $192,523 of exploration expenditures  relating to the Manhattan, Nye County project and $174,944 relating to smaller projects  that the Company was evaluating. Exploration expenditures written-off during fiscal 2006  amounted to $367,467. No expenditures were written off during fiscal 2007. 

The Company signed an Exploration and Option Agreement with Metallic  Ventures ("Metallic") to explore the Mustang Canyon Project in Esmeralda County,  Nevada. The agreement gives the Company the exclusive option to acquire 50% interest in  the Mustang Canyon Project by spending $20,000 per year in exploration expenditures with  the objective to identify a measured resource by June 30, 2010. Upon identification of a  measured resource and completion of a 43-101 report, the Company will earn a 50% interest  in the project. The Company may terminate the Agreement at any time after spending the  initial $20,000 by providing 30 days written notice to Metallic. When the Company has  exercised its option to acquire a 50% interest in the project, Metallic and the Company  will establish a Joint Venture in respect to the project, on a 50/50 basis. Further  expenditures on the Mustang Canyon Project will then be made by the Joint Venture. The  Company will be the operator of the joint venture as long as it has at least a 50%  interest in the joint venture. 
**B. Liquidity and capital resources. 
*Year Ended January 31, 2008 Compared to the Year Ended  January 31, 2007*

The Company's Cash and cash equivalents balance as of January 31, 2008  was $7,209,173 compared to $9,654,288 at January 31, 2007, a decrease of $2,445,115. The  Company also had $117,761 in short term investments at January 31, 2008, as compared to  $433,699 at January 31, 2007, a decrease of $315,938. 

On April 27, 2006, the Company completed a private placement of  12,975,967 units of the Company at $1.15 CDN per unit raising gross proceeds of  $13,286,762 ($14,922,362 CDN). Each unit consisted of one common share of the Company and  one-half of one common share purchase warrant. Each whole common share purchase warrant is  exercisable at $1.75 CDN into one common share of the Company until April 26, 2008. The  fair value of the common share purchase warrants was estimated, on the date of closing,  using the Black-Scholes option pricing model, with the following assumptions: dividend  yield 0%, expected volatility of 98%, risk-free interest rate of 4.13% and an expected  life of 24 months. The value assigned to the warrants is $2,847,058 ($3,198,582 CDN). 

Current assets as at January 31, 2008 were $8,006,287 as compared to  $10,438,324 at January 31, 2007. Mineral properties at January 31, 2008 were $13,895,392  compared to $8,547,743 at January 31, 2007 which represents an increase of $5,347,649,  primarily reflecting the increased investment at the Company's Gold Wedge project.  Equipment decreased from $2,056,392 at January 31, 2007 to $1,483,690 at January 31, 2008,  primarily as a result of amortization. Total assets as at January 31, 2008 were  $23,588,555 as compared to $21,224,226 at January 31, 2007. This represents an increase of  $2,364,329 and is principally due to proceeds received from the exercise of stock options  and warrants. 

Current liabilities as at January 31, 2008 were $220,737 compared to  $202,157 at January 31, 2007, and represent current trade payables. 

Management believes that, subject to the achievement of significant  revenue producing operations, equity and debt financings will remain the single major  source of cash flow for the Corporation. However, there is no assurance that the Company  can successfully obtain such financings in future periods. 

*Year Ended January 31, 2007 Compared to the Year Ended January  31, 2006*

The Company's cash and cash equivalents balance as of January 31, 2007  was $9,654,288 compared to $795,095 at January 31, 2006, an increase of $8,859,193. The  increase is attributable to the private placement offerings completed during the first  quarter of 2006. The Company also had $433,699 in short term investments at January 31,  2007, compared to $436,378 in 2006. 

On April 27, 2006, the Company completed a private placement of  12,975,967 units of the Company at $1.15 CDN per unit raising gross proceeds of  $13,286,762 ($14,922,362 CDN). Each unit consists of one common share of the Company and  one-half of one common share purchase warrant. Each whole common share purchase warrant is  exercisable at $1.75 CDN into one common share of the Company until April 26, 2008. The  fair value of the common share purchase warrants was estimated, on the date of closing,  using the Black-Scholes option pricing model, with the following assumptions: dividend  yield 0%, expected volatility of 98%, risk-free interest rate of 4.13% and an expected  life of 24 months. The value assigned to the warrants is $2,847,058 ($3,198,582 CDN). 

Current assets as at January 31, 2007 were $10,438,324 as compared to  $1,445,200 at January 31, 2006. Exploration properties at January 31, 2007 were $7,788,107  compared to $3,810,519 at January 31, 2006 and represent an increase of $3,977,588.  Equipment increased from $1,258,994 at January 31, 2006 to $2,056,392 at January 31, 2007  resulting in an increase of $797,398, net of amortization. Both increases are the result  of continued construction at the Gold Wedge Project. Total assets as at January 31, 2007  were $20,464,590 as compared to $6,646,480 at January 31, 2006. This represents an  increase of $13,818,110 and is due primarily to cash remaining from the aforementioned  private placement offerings and continued operations on the Gold Wedge project. 

Current liabilities as at January 31, 2007 were $202,157 compared to  $221,733 at January 31, 2006, and represent current trade payables. 

*Year Ended January 31, 2006 Compared to the Year Ended January  31, 2005*

The Company's cash balance as of January 31, 2006 was $795,095 compared  to $392,697 at January 31, 2005. The Company also had $436,378 (market value) in short  term investments at January 31, 2006 compared to $0 in 2005. The increases are  attributable to the private placement offerings completed during the first two quarters of  2005. 

On March 31, 2005 the Company completed the first round of a private  placement by issuing 8,750,000 units at a price of $0.35 CDN for gross proceeds of  $2,531,829 ($3,062,500 CDN). Each unit consisted of one common share and one-half common  share purchase warrant. Each whole warrant will entitle the holder to subscribe for one  additional share at a price of $0.50 CDN until March 31, 2007. 

In addition, the agent for the offering, as partial compensation for  its services, received 82,000 common shares and 1,353,500 warrants. Each warrant entitles  the agent to acquire one additional common share of the Company at an exercise price of  $0.50 CDN until March 31, 2007. 

A second round of the financing was completed on April 26, 2005,  whereby 1,500,000 units were issued at a price of $0.35 CDN for gross proceeds of $426,615  ($525,000 CDN). Each unit consists of one common share and one-half common share purchase  warrant. Each whole warrant entitles the holder to subscribe for one additional share of  the Company's common stock at a price of $0.50 CDN per share until April 26, 2007. 

As partial compensation for their services, the agents for this  financing received 45,000 common shares and 247,500 warrants. Each warrant entitles the  agents to acquire one additional common share of the Company at an exercise price of $0.50  CDN until April 26, 2007. 

On April 29, 2005, the Company issued 50,000 units at a price of $0.35  CDN per unit for gross proceeds of $14,296 ($17,500 CDN). Each unit consists of one common  share and one-half common share purchase warrant. Each whole warrant entitled the holder  to subscribe for one additional share of common stock at a price of $0.50 CDN per share  until April 29, 2007. 

On May 5, 2005, the Company completed the third and final round of  private placements by issuing 1,831,000 units at a price of $0.35 CDN for gross proceeds  of $495,808 ($640,850 CDN). Each unit consists of one common share and one-half common  share purchase warrant. Each whole warrant entitled the holder to subscribe for one  additional share of common stock at a price of $0.50 CDN per share until May 5, 2007. 

Current assets as at January 31, 2006 were $1,445,200. Total assets as  at January 31, 2006 were $6,646,480 as compared to $3,375,464 at January 31, 2005. This  represents an increase of $3,271,016 due to the increased financing activity. Exploration  properties at January 31, 2006 were $3,810,519 compared to $2,664,127 at January 31, 2005.  This represents an increase of $1,146,392 resulting from continued construction at the  Gold Wedge Project. 

Current liabilities as at January 31, 2006 were $221,733 compared to  $104,087 at January 31, 2005, and represent current trade payables. 

*Year Ended January 31, 2005 Compared to the Year Ended January  31, 2004*

The Company's cash balance as of January 31, 2005 was $392,697 compared  to $189,732 at January 31, 2004. The increase in the cash balance is attributable to the  private placement offerings completed during the fiscal year 2004. On February 3, 2004,  the Company closed a private placement offering of 1,075,000 units at a price of $0.25 CDN  per unit for gross proceeds of $268,750 CDN. Each unit consisted of one common share and  one-half common share purchase warrant. Each whole purchase warrant entitled the holder to  subscribe for one additional common share at a price of $0.30 CDN until February 2, 2005. 

On April 16, 2004, the Company closed a private placement offering o  6,320,000 units at a price of $0.35 CDN per unit for gross proceeds of $2,212,000 CDN.  Each unit consisted of one common share and one-half common share purchase warrant. Each  whole purchase warrant entitles the holder to subscribe for one additional common share at  a price of $0.50 CDN until April 15, 2006. 

Current assets as at January 31, 2005 were $541,835. Total assets as at  January 31, 2005 were $3,237,383 as compared to $1,579,391 at January 31, 2004. This  represents an increase of $1,657,992 from 2004 due to the increased activity on the  Company's projects, particularly at the Gold Wedge Project where the Company completed  construction of a 700 foot (underground) decline and cross cut. Additionally, RSM  completed the surface facilities necessary to process the material to be mined onsite  including silt ponds, ore pad and the onsite gold processing plant. Additionally, the  Company acquired a full production scale gold recovery (gravity) plant that will be  utilized to process the mined material as part of the test mining program. 

Current liabilities as at January 31, 2005 were $104,087 compared to  $106,178 in 2004, and represent current trade payables. 

On a forward going basis equity and debt financings will remain the  single major source of cash flow for the Company. The primary reason is that current  production cash flow is insufficient to allow the Company to grow at a rate to increase  the necessary production capacity to achieve profitability in the near term. As revenue  from operations improve the capital requirement of the Company will also improve. However,  debt and equity financings will continue to be a source of capital to expand the  Corporation's activities in the future. 

The Company is authorized to issue an unlimited number of Common Shares  of which 43,143,518 are outstanding as at January 31, 2005. As at January 31, 2005 the  Corporation had outstanding options to purchase 4,185,000 common shares with exercise  prices from $0.17-0.40 per share and expiration dates ranging from May 2005 to May 2009. 

Due to the nature of the Company's mining business, the acquisition,  exploration, and, if warranted, the development of mining properties requires significant  expenditures prior to achieving commercial production. Royal Standard will seek to finance  such expenditures through the sale of equity, joint venture arrangements with other mining  companies or the sale of interests in its properties. There can be no assurance, however,  that the Company will be successful in raising capital on acceptable terms or in amounts  sufficient to finance exploration expenditures and/or satisfy its commitments under its  agreements with third parties. In the event that the Company does not raise capital as  planned, it will forfeit its rights to the properties, including the sums expended through  the dates of such forfeitures. See Item 3.D. - Key Information - Risk Factors. 
**C. Research and development, patents and licenses, etc. 
See Items 4.B, 4D, and 5.A. above. 
**D. Trend information. 
See Items 4.B. and 5.A. above. 
**E. Off balance sheet arrangements. 
None 
**F. Tabular disclosures of contractual obligations. 
More 
Contractual       Obligations Total Less Than 1 Year 1-3 Years 3-5 Years Than 5 Years Asset Retirement Obligation (1) $203,186 $203,186 
(1) The Company is required to recognize a liability for a legal  obligation to perform asset retirement activities, including decommissioning, reclamation  and environmental monitoring activities once any of its projects are permanently closed.  Although these activities are conditional upon future events, the Company is required to  make a reasonable estimate of the fair value of the liability. Based on the existing level  of terrestrial disturbance and water treatment and monitoring requirements, the  undiscounted asset retirement obligation ("ARO's") were estimated to be $203,186  as at January 31, 2008, assuming payments made over a five year period. 

Determination of the undiscounted ARO and the timing of these  obligations were based on internal estimates using information currently available,  existing regulations, and estimates of closure costs. 
**G**. Safe harbor. 
Not applicable. 

****Item 6. Directors, Senior Management and Employees 
A. Directors and senior management. 

The following table sets out the names of and related  information concerning each of the officers and directors of Royal Standard. 
****NAME****OFFICE HELD SINCE BOARD TERM EXPIRES Roland M. Larsen Heathsville, VA President, Chief Executive      Officer and Director Corporate Governance Committee May, 1996 June, 2009 MacKenzie I. Watson Monteral, Quebec      Director Audit Committee      Corporate Governance Committee May, 1996 June, 2008 James C. Dunlop Toronto, Ontario Director, Audit Committee May, 1996 June, 2008 Kimberly L. Koerner Brambleton,      VA Director, Secretary/Treasurer      Corporate Governance Committee May, 2001 June, 2008 Robert N. Granger      Hillier, Ontario  Director      Audit Committee July, 2007June, 2008
The following discussion provides information on the principal  occupations of the above-named directors and executive officers of the Company within the  preceding five years. 

*Roland M. Larsen*

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

*MacKenzie I. Watson*

From October 1986 to the present, Mr. Watson has been the Chief  Executive Officer and a director of Freewest Resources Inc., a junior natural resource  issuer. A geological consultant, he also serves as a director of Sharpe and as President  and a director of Consolidated Gold Hawk Resources Inc., a junior natural resource issuer.  He was involved in the discovery of the Holloway Gold deposit in the Province of Ontario  with Hemlo Gold Mines. Earlier in his career, he was President and Exploration Manager of  Lynx-Canada Exploration Ltd., which, under his leadership, discovered numerous precious,  base metals and coal deposits. Prior thereto, he was a project geologist for the Icon  Syndicate, where he participated in the discovery of the Sullivan Mines in Chibougamau,  Quebec. He is currently a director of the Prospectors and Developers Association of  Canada. Mr. Watson holds a B.Sc. from the University of New Brunswick. 

*James C. Dunlop*

From October 1994 to the present, Mr. Dunlop has been serving as the  Managing Director of Canada Trust Investment Group Inc., a subsidiary of Canada Trust. He  also serves as a director of Sharpe. From October 1986 to October 1994, he served as the  Senior Vice President of CIBC-Investment Management Corp. Since graduating with a 

B.A. from University of Western Ontario in 1972, Mr. Dunlop has worked  at increasingly senior positions within the Canadian investment community. Royal Standard  benefits from Mr. Dunlop's counsel on economic and commodity matters and from his contacts  in the investment community. 

*Kimberly L. Koerner*

Ms. Koerner is a Financial Analyst and Consultant. She has been serving  as the Treasurer of the Company from May 1996 to the present. Ms. Koerner has also been  serving as the Secretary and Treasurer of Sharpe Energy Company, a U.S. subsidiary of  Sharpe Resources Corporation, from November, 1995 to the present. From April 1992 to  February 1994, she served as the Assistant Director of the National Association of  Printing and Publishing Technology, a trade association. Ms. Koerner has B.Sc. degree in  Finance from the University of South Carolina. Ms. Koerner is the daughter of Roland 

M. Larsen, President, Chief Executive Officer and a Director. 

*Robert N. Granger*

Mr. Granger is a former corporate and securities lawyer who practiced  in Toronto, Canada. He has had considerable experience in the mining industry having  previously been the CEO of Landmark Corporation and Anvil Range Mining Corporation. He is  currently the Chairman and CEO of Hurricane River Mining Corporation which is exploring  its gold property in Val d'Or, Quebec and of Copper Reef Mining Corporation which is  primarily involved in exploring for base metals in the Flin Flon, Manitoba greenstone  belt. 

**B. Compensation. 
*Compensation of Officers*

The following table summarizes, for the three most recently completed  financial years of the Corporation, information concerning the compensation earned by the  Chief Executive Officer of the Corporation, the Chief Financial Officer of the  Corporation, each the Corporation's three most highly compensated executive officers of  the Corporation who was serving as an executive officer as at the end of the most recently  completed financial year or who was not serving as an officer of the Corporation at the  end of the most recently completed financial year-end, and whose aggregate compensation  exceeded $150,000 (the "Named Executive Officer"). 

**Summary Compensation Table Summary Compensation Table Name and Principal      Position Year Annual Compensation      Long Term      Compensation All Other      Compensation (US$)Salary (US$) Bonus (US$) Other Annual Compen -sation      (US$) Securities Under Options Granted      (#) Restricted Shares or Restricted      Share Units (US$) LTIP Payouts (US$) Roland M. Larsen, President and      CEO 2008 2007 2006 $249,995 $252,621 $96,000 $117,678 $170,000 Nil Nil Nil Nil 775,000 1,408,000(1) 1,130,000 (2)      Nil Nil Nil Nil Nil Nil Nil Nil Nil Samuel Gulko, Chief Financial Officer      (3) 2008 2007 $60,008 $7,155 Nil Nil Nil $5,000 100,000 Nil Nil Nil Nil Nil Nil Nil Kimberly Koerner Corporate      Secretary and Director 2008 Nil $270,433(4) Nil 360,000 Nil Nil Nil 
Notes: 
- (1) 
- Mr. Larsen was granted 1,408,000 options on May 2, 2006 having an exercise price of      Cdn$1.44 and expiring May 2, 2006; 
- (2) 
- Mr. Larsen was granted 400,000 options on April 13, 2005 having an exercise price of      Cdn$0.39 expiring April 13, 2010; 600,000 options issued on May 16, 2005 having an      exercise price of Cdn$0.29 expiring May 16, 2010; 130,000 options issued on January 20,      2006 having an exercise price of Cdn$0.87 expiring January 20, 2011. 
(3) 
Mr. Gulko was appointed Chief Financial Officer of the Company, on a part-time basis,        effective November 1, 2006. Under his contract of employment, Mr. Gulko is entitled to the        award of options to purchase 100,000 shares of common stock at the price of US$0.60 a        share. These options have yet to be awarded. Had he been employed by the Company for the        entire fiscal year (also on a part-time basis), he could have earned approximately        US$60,000 in salary and approximately Nil in bonuses. These amounts are estimates only and        are based on a grossed-up calculation of the amounts Mr. Gulko actually received in the        fiscal year ended January 31, 2007. Prior to Mr. Gulko's appointment, the Company did not        have a have Chief Financial Officer, and the Corporate Secretary of the Company, Kimberly        Koerner, acted in this capacity for the fiscal period ended January 31, 2006
. (4) 
As of January 31, 2008, it has been agreed upon between the Company and Mr. Larsen that      the bonus amount paid to Ms. Koerner will be treated as a debt owed by Mr. Larsen to the      Company, which will be required to be repaid within 36 months of that date and which will      be subject to interest at the rate of 4% per annum. 

*Stock Option Plan*

The Corporation maintains a "rolling" stock option plan (the  "Plan") for directors, officers, consultants who provide ongoing services, and  employees of the Corporation and its affiliates. The purpose of the Plan is to develop the  interest of bona fide Officers, Directors, Employees, Management Corporation Employees,  and Consultants of Royal Standard Minerals Inc. and it subsidiaries in the growth and  development of the Corporation by providing them with the opportunity through stock  options to acquire an increased proprietary interest in the Corporation. The Plan is  administered by the Board of Directors of the Corporation. The Board may from time to time  designate those to whom options to purchase common shares of the Corporation may be  granted, and the number of Common Shares to be optioned to each, provided that: 
- (a) 
- the total number of Common Shares issuable pursuant to the Plan shall not exceed 10% of      the issued and outstanding Common Shares, subject to adjustment as set forth in section 10      of the Plan and further subject to the applicable rues and regulations of all regulatory      authorities to which the Corporation is subject; 
- (b) 
- the number of Common Shares reserved for issuance, within a one-year period, to any one      Optionee shall not exceed 5% of the Outstanding Common Shares; 
- (c) 
- the number of Common Shares reserved for issuance, within a one-year period, to any one      Consultant of the Corporation may not exceed 2% of the Outstanding Common Shares; 
- (d) 
- the aggregate number of Common Shares reserved for issuance, within a one-year period,      to Employees or Consultants conducting Investor Relations Activities may not exceed 2% of      the Outstanding Common Shares. 
- (e) 
- In the case of Options granted to Employees, Consultants, or Management Corporation      Employees, the Company represents that the Optionee is a bona fide Employee, Consultant or      Management Corporation Employee, as the case may be. 

*Compensation of Directors*

Directors who are not officers of the corporation are not currently  paid any fees for their services as directors; however, such directors are entitled to  receive compensation from the corporation to the extent that they provide services to the  corporation. Any such compensation is based on rates that would be charged by such a  director for such services to an arm's length party. During the twelve months ended  January 31, 2008, no such services were rendered and, accordingly, no compensation was  paid. 

All directors are reimbursed for their expenses and travel incurred in  connection with attending directors meetings. Special remuneration, at per diem rates, may  be paid to any director (other than executive officers of the Corporation) undertaking  special services, at the request of the directors, any committee of the directors or the  President of the Corporation, beyond those services ordinarily required of a director of  the Corporation. 

Directors who are not officers are also entitled to participate in the  Corporation's Stock Option Plan and, at the time of joining the board, directors may be  granted options to purchase Common Shares. During the twelve months ended January 31,  2008, options were granted to acquire 2,015,000 common shares of the Corporation to  directors of the Corporation under the Corporation's Stock Option Plan. 

*Other Compensation Matters*

There were no long-term incentive awards made to the executive officers  of the Corporation during the twelve months ended January 31, 2008. There are no pension  plan benefits in place for the Named Executive Officer. In addition, there are no plans in  place with respect to the Named Executive Officer for termination of employment or change  in responsibilities. 

*Compensation Policy*

The executive compensation policy of the Corporation is determined with  a view to securing the best possible talent to run the Corporation. Executives expect to  reap additional income from the appreciation in the value of the Common Shares they hold  in the Corporation, including stock options. 

Salaries are commensurate with those in the industry with additional  options awarded to executive officers in lieu of higher salaries. Bonuses may be paid in  the future for significant and specific achievements, which have a strategic impact on the  fortunes of the Corporation. Salaries and bonuses are determined on a judgmental basis  after review by the board of directors of the contribution of each individual, including  the executive officers of the Corporation. Although they may be members of the board of  directors, the executive officers do not individually make any decisions with respect to  their respective salary or bonus. In certain cases, bonuses of certain individuals, other  than the executive officers, may be tied to specific criteria put in place at the time of  engagement. 

The grant of stock options under the Corporation's Stock Option Plan is  designed to give each option holder an interest in preserving and maximizing shareholder  value in the longer term and to reward employees for both past and future performance.  Individual grants are determined by an assessment of an individual's current and expected  future performance, level of responsibilities and the importance of his/her position with  and contribution to the Corporation. 

*Employment Contracts*

There are current employment contracts in place between the Company and  each of the Chief Executive Officer, Mr. Larsen, and Chief Financial Officer, Mr. Gulko.  Other than as described herein or in the financial statements accompanying this Circular,  there are no other employment contracts between either the Company or its subsidiaries and  the above-named executive officers. 

The employment contract of Mr. Larsen has been renewed twice, each time  for a five year term. The contract was last renewed on January 1, 2006 and includes a base  salary of US$250,000 per year and provides for an additional annual bonus payments. The  contract also includes an early termination compensation clause which would entitle Mr.  Larsen to receive, should the contract be terminated prior to the end of its specified  term, the total amount still outstanding for the remainder of the specified term of the  contract. 

Neither the Company or any of its subsidiaries has any plan or  arrangement with respect to compensation to its executive officers which would result from  the resignation, retirement or any other termination of employment of the executive  officers' employment with the Company and its subsidiaries or from a change of control of  the Company or any subsidiary of the Company or a change in the executive officers'  responsibilities following a change in control, where in respect of an Executive Officer  the value of such compensation will be subject to the employment contract currently in  place. 
**C. Board practices. 
Information regarding the current term of office and length of  service of the members of the Board of Directors is shown on item 6A. 

In April 2003 the Company implemented new corporate governance policies  pursuant to which the Company has begun to implement new, improved corporate governance  practices. 
***Responsibilities of the Board of Directors*
The Board recognizes it is responsible for the stewardship of the  business and affairs of the Company and has adopted a set of principles and practices  setting out its stewardship responsibilities. Under its mandate, the Board seeks to  discharge such responsibility by reviewing, discussing and approving the Company's  strategic planning and organizational structure, and supervising management to ensure that  the foregoing enhance and preserve the underlying value of the Company for the benefit of  all shareholders. As part of the strategic planning process, the Board contributes to the  development of a strategic direction for the Company by reviewing, on an annual basis, the  Company's principal opportunities, the processes that are in place to identify such  opportunities and the full range of business risks facing the Company, including  strategic, financial, operational, leadership, partnership and reputation risks. On an  ongoing basis, the Board also reviews with management how the strategic environment is  changing, what key business risks and opportunities are appearing and how they are  managed, including the implementation of appropriate systems to manage these risks and  opportunities. The performance of management, including the Company's Chief Executive  Officer, is also supervised to ensure that the affairs of the Company are conducted in an  ethical manner. The Board, directly and through its committees, ensures that the Company  puts in place, and reviews at least on an annual basis, comprehensive communication  policies to address how the Company (i) interacts with analysts, investors, other key  stakeholders and the public, and (ii) complies with its continuous and timely disclosure  obligations and avoids selective. Finally, the Board monitors the integrity of corporate  internal control procedures and management information systems to manage such risks and  ensure that the value of the underlying asset base is not eroded. 

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

Following are the principles of the Company's corporate governance  arrangements: 
- Subject to the relatively small size of the Company and to business      needs, the size of the Board must be kept to a sufficiently low number to facilitate open      and effective dialogue and full participation and contribution of each Director. 
- The Board must function as a cohesive team, with shared responsibilities      and accountabilities that are clearly defined, understood and respected. 
- The Board must have the ability to exercise all its supervisory      responsibilities independent of any influence by management. 
- The Board must have access to all the information needed to carry out      its full responsibilities. Information must be available in a timely manner and in a      format conducive to effective decision making. 
- The Board must develop, implement, and measure effective corporate      governance practices, processes and procedures. 
***Committees of the Board*
There are currently two committees of the board of directors. The  board does not have, nor does it currently intend to form, a nominating committee. It is  the view of the board of directors that its current size (five) is small enough to make  such additional committees counter productive. In addition to regularly scheduled meetings  of the board, its members are in continuous contact with one another and with the members  of senior management. If the size of the board were to be enlarged or if the Company were  to undergo a substantial change in its business and operations, consideration would at  that point be given to the formation of additional committees, including a nominating  committee. The mandate and activities of each of the Company's committees are as follows: 

*Audit Committee*

The Audit Committee shall be composed of three members or such greater number as the  board of directors may from time to time determine. A majority of the members of the Audit  Committee shall be resident Canadians and unrelated to the Corporation and all members of  the Audit Committee shall be non-management directors. Members shall be appointed annually  from among the members of the board of directors. The Chair of the Audit Committee shall  be appointed by the board of directors. All members of the Audit Committee shall be  financially literate. An Audit Committee member who is not financially literate may be  appointed to the Audit Committee provided that the member becomes financially literate  within a reasonable period of time. The following persons have been initially appointed to  the Audit Committee, with the Chair to be as designated: 

James C. Dunlop (Chair) Mackenzie I. Watson Robert N. Granger 

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

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

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

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

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

(iii) pre-approve all non audit services to be provided to the Corporation 

by the external auditor; h) review with the auditors: - (i)
- the scope of the audit; 
- (ii)
- significant changes in the Corporation's accounting principles, practices or policies;      and 

(iii) new developments in accounting principles, reporting matters or industry  practices which may materially affect the financial statements of the Corporation; 

i) review with the auditors and senior management the results of the annual audit, and  make appropriate recommendations to the board of directors, having regard to, among other  things: - (i)
- the financial statements; 
- (ii)
- management's discussion and analysis and related financial disclosure contained in      continuous disclosure documents; 

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

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

*Corporate Governance Committee*

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

The committee also coordinates the annual evaluation of the Board, the  committees of the Board and individual directors. All issues identified through this  evaluation process are then discussed by the Corporate Governance Committee and are  reported to the Board. Finally, it also has the responsibility for annually initiating a  discussion at the Board level on the performance evaluation and remuneration of the  President and Chief Executive Officer. 

*Conflicts of Interest*

Some of the directors and officers of Royal Standard also serve as  directors and officers of other companies involved in the resource exploration sector.  Consequently, there exists a possibility for any such officer or director to be placed in  a position of conflict. Each such director or officer is subject to fiduciary duties and  obligations to act honestly and in good faith with a view to the best interests of the  Company. Similar duties and obligations will apply to such other companies. Thus any  future transaction between the Company and such other companies will be for bona fide  business purposes and approved by a majority of disinterested directors of the Company. 
**D. Employees. 
In addition to the listed officers, at January 31, 2008, the  Company had twenty-nine full- time and one part-time employee. 

**E. Share ownership. Name Office Held Number of Common Shares Beneficially      Owned or Over Which Control is Exercised(1)(2) Roland M. Larsen President, CEO & Director 1,977,000 Mackenzie I. Watson Director 228,500 James C. Dunlop Director Nil Kimberly L. Koerner Director 925,686 Robert N. Granger Director Nil - (1) 
- The information as to shares beneficially owned or over which control or direction is      exercised not being within the knowledge of the corporation has been furnished by the      respective individuals. 
- (2)
- Pursuant to a Settlement Agreement and Mutual General Release among the Company and      certain shareholders of the Company (the "Settlement Agreement"), dated November      29, 2007, such shareholders agreed that for a period of thirty-six (36) months from the      date of the Settlement Agreement, they will vote or cause to be voted the shares owned,      controlled or directed by them, being a total of 8,229,000 shares, as directed by the      Board, except in the event of an unsolicited take-over bid for the Company that is not      solicited or encouraged by such shareholders. A press release in respect of the Settlement      Agreement was issued by the Company on December 13, 2007. These shares are not included in      the above table. 

**Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders 
As of May 7, 2008, to the knowledge of the directors and officers  of the Company, no person beneficially owned, directly or indirectly, or exercised control  or direction over, 10% or more of the Company's outstanding common shares, except the  following: 

**Number of Common Percentage of Common Name of Shareholder Shares  Owned Shares Outstanding (1) 
Sprott Asset 13,279,000 15.8% 

Management(2) 

Notes: 
- (1) 
- Based on 84,079,875 Common Shares issued and outstanding as at May 5, 2008. 
- (2)
- This is a nominee account. To the knowledge of the Company, there is no beneficial      ownership of these shares by this nominee. The shares are held by a number of securities      dealers and other intermediaries holding shares on behalf of their clients who are the      beneficial owners. 
**B. Related party transactions. 
No director, senior officer, principal holder of securities or any  associate or affiliate thereof of Royal Standard or the Company has any material interest,  direct or indirect, in any transaction since the commencement of the Corporation's last  completed financial year or in any proposed transaction which, in either case, has or will  materially affect the Corporation, except as disclosed in the financial statements  included herein. 
**C. Interests of experts and counsel. 
Not Applicable. 

**Item 8. Financial Information 
A. Consolidated Statements and Other Financial Information 

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

− Auditor's Report for Royal Standard Minerals Inc. for the years ended  January 31, 2008, 2007, 2006, 2005 − Consolidated Balance Sheets of Royal  Standard Minerals Inc. as at January 31, 2008 and 2007 − Consolidated Statements  of Operations and Deficit of Royal Standard Minerals Inc. for the years ended January 31,  2008, 2007, 2006 − Consolidated Statements of Cash Flows of Royal Standard  Minerals Inc. for the years ended January 31, 2008, 2007, 2006 − Notes to the  Consolidated Financial Statements of Royal Standard Minerals Inc. − Management's  Discussion and Analysis for the year ending January 31, 2008 

The consolidated financial statements of Royal Standard Minerals Inc.  were prepared in accordance with generally accepted accounting principles in Canada and  are expressed in United States dollars. For a discussion of the reconciliation of such  financial statements to United States generally accepted accounting principles, see note  #18 of the notes to the consolidated financial statements of Royal Standard Minerals Inc. 
**B. Significant Changes. 
Accounting Changes 

Effective February 1, 2007, the Company adopted the Canadian  Institute of Chartered Accountants ("CICA") Section 1506, "Accounting  Changes". This section prescribes the criteria for changing accounting policies,  together with the accounting treatment and disclosure of changes in accounting policies,  changes in accounting estimates and correction of errors. 
**Change in accounting policy with retroactive application 
During the year ended January 31, 2008, the Company changed its  accounting policy with regards to the amortization of its exploration equipment. In prior  periods, the Company recorded such amortization as an operating expense. As the Company is  still in the exploration stage, the Company's management determined that it would be more  appropriate to defer the amortization of the exploration equipment until the Company  ceases to be in the exploration stage and enters the production stage. The effect of this  change on the January 31, 2007 year-end balance sheet is an increase in mineral properties  by $759,636 and a corresponding decrease in the accumulated deficit by the same amount.  The effect of this change on the net loss and the accumulated deficit for the years ended  January 31, 2007 and 2006 is a decrease of $538,967 and $186,132 respectively and a  corresponding increase in mineral properties. The Opening accumulated deficit for the  years ended January 31, 2007 and 2006 decreased by $220,669 and $34,537 respectively and a  corresponding increase in opening balance in mineral properties. 
**Financial instruments, comprehensive income (loss) and hedges 
In January 2005, the CICA issued Handbook Sections 3855,  "Financial Instruments - Recognition and Measurement", 1530, "Comprehensive  Income", 3861, "Financial Instruments - Disclosure and Presentation" and  3865, "Hedges". These new standards are effective for interim and annual  financial statements relating to fiscal years commencing on or after October 1, 2006 on a  prospective basis; accordingly, comparative amounts for prior periods have not been  restated. The Company has adopted these new standards effective February 1, 2007. 

(a) Financial instruments - recognition and measurement 

Section 3855 prescribes when a financial instrument is to be recognized  on the balance sheet and at what amount. It also specifies how financial instrument gains  and losses are to be presented. This Section requires that: 
- All financial assets be measured at fair value on initial recognition      and certain financial assets to be measured at fair value subsequent to initial      recognition; 
- All financial liabilities be measured at fair value if they are      classified as held for trading purposes. Other financial liabilities are measured at      amortized cost using the effective interest method; and 
- All derivative financial instruments be measured at fair value on the      balance sheet, even when they are part of an effective hedging relationship. 
(b)
Comprehensive income (loss) 

Section 1530 introduces a new requirement to temporarily present certain gains and      losses from changes in fair value outside net income. It includes unrealized gains and      losses, such as: changes in the currency translation adjustment relating to      self-sustaining foreign operations; unrealized gains or losses on available-for-sale      investments; and the effective portion of gains or losses on derivatives designated as      cash flow hedges or hedges of the net investment in self-sustaining foreign operations. 

(c)
Financial Instruments - disclosure and presentation 

Section 3861 establishes standards for presentation of financial instruments and      nonfinancial derivatives, and identifies the information that should be disclosed about      them. Under the new standards, policies followed for periods prior to the effective date      generally are not reversed and therefore, the comparative figures have not been restated      except for the requirement to restate currency translation adjustments as part of other      comprehensive income. 

(d)
Hedges 

Section 3865 provides alternative treatments to Section 3855 for entities which choose      to designate qualifying transactions as hedges for accounting purposes. It replaces and      expands on Accounting Guideline 13 "Hedging Relationships", and the hedging      guidance in Section 1650 "Foreign Currency Translation" by specifying how hedge      accounting is applied and what disclosures are necessary when it is applied. 

(e)
Impact upon adoption of Sections 1530, 3855, 3861 and 3865 

The primary impact on the consolidated financial statements resulting from the adoption      of sections 1530 and 3855 is as follows: 

- (1)
- The Company's marketable securities are classified as "available-for-sale" and      are measured at fair value. Changes in fair value are recognized in other comprehensive      income until their disposition, at which time they are transferred to net income.      Investments in securities having quoted market values and which are publicly traded on a      recognized securities exchange and for which no sales restrictions apply are recorded at      values based on the current bid prices. 

The Company's investments in equity securities that do not have a  quoted market price in an active market are measured at cost. As at January 31, 2008 the  Company did not have any such investments. 

As at January 31, 2007, marketable securities are carried at cost. At  January 31, 2008, the Company's marketable securities are carried at fair market value. 
(2)
The Company has recorded the following transition adjustments in its interim        consolidated financial statements as at February 1, 2007 resulting from the adoption of        sections 1530 and 3855: 

i) an increase of $32,596, representing a fair value adjustment to the value of      marketable securities; and ii) an increase in accumulated other comprehensive income of      $32,596, representing the fair value adjustment of marketable securities of $32,596, net      of taxes of $5,887 and recovery of capital loss carry forwards of $5,887. 

- (3)
- The Company has evaluated the impact of section 3861 and 3865 on its consolidated      financial statements and determined that no adjustments are currently required. 

The adoption of these Handbook Sections had no impact on opening deficit. 
**Accounting policy choice for transaction costs 
On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No.166,  Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the  accounting policy choice of expensing or adding transaction costs related to the  acquisition of financial assets and financial liabilities that are classified as other  than held-for-trading. Specifically, it requires that the same accounting policy choice to  be applied to all similar financial instruments classified as other than held-for-trading,  but permits a different policy choice for financial instruments that are not similar. The  Company has adopted EIC-166 effective October 31, 2007 which requires retroactive  application to all transaction costs accounted for in accordance with CICA Handbook  Section 3855, Financial Instruments - Recognition and Measurement. The Company has  evaluated the impact of EIC-166 and determined that no adjustments are currently required.  
**Future accounting changes 
Capital Disclosures and Financial Instruments - Disclosures and Presentation 

On December 1, 2006, the CICA issued three new accounting standards: Handbook Section  1535, Capital Disclosures, Handbook Section 3862, Financial Instruments - Disclosures, and  Handbook Section 3863, Financial Instruments - Presentation. These new standards are  effective for interim and annual consolidated financial statements for the Company's  reporting period beginning on February 1, 2008. 

Section 1535 specifies the disclosure of (i) an entity's objectives, policies and  processes for managing capital; (ii) quantitative data about what the entity regards as  capital; (iii) whether the entity has complied with any capital requirements; and (iv) if  it has not complied, the consequences of such non-compliance. . 

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial Instruments 

— Disclosure and Presentation, revising and enhancing its disclosure  requirements, and carrying forward unchanged its presentation requirements. These new  sections place increased emphasis on disclosures about the nature and extent of risks  arising from financial instruments and how the entity manages those risks. 

The Company is currently assessing the impact of these new accounting  standards on its consolidated financial statements. 

**Item 9. The Offer and Listing A. Offer and listing details. 
The only share capital of Royal Standard is its Common Shares. The  Common Shares of Royal Standard are without nominal or par value. Each Common Share ranks  equally with all other Common Shares with respect to dissolution, liquidation or  winding-up of Royal Standard and payment of dividends. The holders of Common Shares are  entitled to one vote for each share held of record on all matters to be voted on by such  holders and are entitled to receive pro rata such dividends as may be declared by the  board of directors of Royal Standard out of funds legally available therefore and to  receive pro rata the remaining property of Royal Standard on dissolution. The holders of  Common Shares have no pre-emptive or conversion rights. The rights attaching to the Common  Shares can only be modified by the affirmative vote of at least two-thirds of the votes  cast at a meeting of shareholders called for that purpose. 

The following table sets forth the reported high and low sales prices  (stated in Canadian currency) and the average daily trading volume of the outstanding  Common Shares on the Montreal Exchange for the periods January 1998 through September 2001  and the TSX Venture Exchange for the periods October 2001 through June 2008. 

**Average Daily High Low Volume January 1, 1998 to March 31, 1998 $0.80 $0.27 10,533 April 1, 1998 to June 30, 1998 $0.45 $0.15 14,033 July 1, 1998 to September 30, 1998 $0.40 $0.10 23,100 October 1, 1998 to December 31, 1998 $0.20 $0.05 22,200 January 1, 1999 to March 31, 1999 $0.25 $0.10 32,900 April 1, 1999 to June 30, 1999 $0.13 $0.05 14,666 July 1, 1999 to September 30, 1999 $0.19 $0.05 43,833 October 1, 1999 to December 31, 1999 $0.12 $0.03 21,133 January 1, 2000 to March 31, 2000 $0.17 $0.03 42,933 April 1, 2000 to June 30, 2000 $0.39 $0.13 57,033 July 1, 2000 to September 30, 2000 $0.28 $0.11 10,467 October 1, 2000 to December 31, 2000 $0.27 $0.11 25,867 January 1, 2001 to March 31, 2001 $0.30 $0.11 11,500 April 1, 2001 to June 30, 2001 $0.18 $0.06 7,789 July 1, 2001 to September 30, 2001 $0.13 $0.06 7,667 October 1, 2001 to December 31, 2001 $0.09 $0.04 9,750 January 1, 2002 to March 31, 2002 $0.34 $0.07 52,546 April 1, 2002 to June 30, 2002 $0.48 $0.20 76,899 July 1, 2002 to September 30, 2002 $0.35 $0.17 51,437 October 1, 2002 to December 31, 2002 $0.36 $0.20 31,354 January 1, 2003 to March 31, 2003 $0.00 $0.00 0 April 1, 2003 to June 30, 2003 $0.40 $0.21 13,728 July 1, 2003 to September 30, 2003 $0.40 $0.20 151,583 October 1, 2003 to December 31, 2003 $0.47 $0.25 53,416 January 1, 2004 to March 31, 2004 $0.46 $0.25 78,814 April 1, 2004 to June, 30, 2004 $0.46 $0.30 79,530 July 1, 2004 to September 30, 2004 $0.42 $0.29 21,137 October 1, 2004 to December 31, 2004 $0.47 $0.26 90,704 January 1, 2005 to March 31, 2005 $0.45 $0.26 37,522 April 1, 2005 to June 30, 2005 $0.43 $0.28 25,394 July 1, 2005 to September 30, 2005 $0.75 $0.33 259,892 October 1, 2005 to December 31, 2005 $1.00 $0.61 257,685 January 1, 2006 to March 31, 2006 $1.45 $0.83 258,527 April 1, 2006 to June 30, 2006 $1.65 $0.93 321,319 July 1, 2006 to September 30, 2006 $1.15 $0.67 51,767 October 1, 2006 to December 31, 2006 $0.79 $0.40 128,733 January 1, 2007 to March 31, 2007 $0.64 $0.41 39,533 April 1, 2007 to June 30, 2007 $0.85 $0.45 55,800 July 1, 2007 to September 30, 2007 $0.67 $0.35 127,998 October 1, 2007 to December 31, 2007 $0.58 $0.39 111,618 January 1, 2008 to March 31, 2008 $0.53 $0.23 98,037 April 1, 2008 to June 30, 2008 $0.31 $0.18 149,619 **B. Plan of Distribution 
Not Applicable 
**C. Markets 
The Common Shares have been listed for trading on the TSX Venture  Exchange (formerly the CDNX) since October 2001 under the trading symbol "RSM".  The common shares were traded on the Montreal Exchange from June 28, 1996 until October  2001. Prior to such date, there was no established trading market for the Common Shares  and no quotations or prices are available because of the sporadic and very limited trading  that took place. 

The common shares are also listed on the US-OTC Bulletin Board under  the symbol "RYSMF". 
**D. Selling shareholders. 
Not Applicable 
**E. Dilution. 
Not Applicable 
**F. Expenses of the issue. 
Not Applicable 

**Item 10. Additional Information 
A. Share capital. 

Not applicable 

**B. Memorandum and articles of association. 
These documents were filed with the registration statement in  November 1996. 

**C. Material contracts. - On January 1, 2006, the Company entered into a management agreement      with the President of the Company for management and consulting services for $250,000 per      annum which expires in January 1, 2011. On January 1, 2007 and on each January 1 during      the term of the agreement, the compensation may be increased by 10% per annum. This      agreement can be renewed for an additional five years. 
- The Company is obligated to incur an additional $96,000 in option costs      before July 1, 2009 pursuant to the agreement of the Gold Wedge Project. 
- The Company is obligated to incur an additional $40,000 in option costs      before the end of fiscal 2010 pursuant to the agreement of the Railroad Project. 
- The Company is obligated to incur an additional $225,000 in exploration      expenditures and $30,720 in option costs before July 31, 2011 pursuant to the agreement of      the Darkstar gold property. 
- The Company is obligated to incur an additional $140,000 in option costs      before the end of fiscal 2012 pursuant to the agreement of the Fondaway Project. 

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

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

The Investment Canada Act (the "Act") enacted on June 20,  1985, as amended, including as amended by the World Trade Organization Implementation Act  (Canada), requires notification and, in certain cases, advance review and approval by the  Government of Canada of the acquisition by a "non-Canadian" of  "control" of a "Canadian business," all as defined in the Act.  "Non-Canadian" generally means an individual who is not a Canadian citizen or  permanent resident, or a Corporation, partnership, trust or joint venture that is  ultimately controlled by non-Canadians. For purposes of the Act, "control" can  be acquired through the acquisition of all or substantially all of the assets used in the  Canadian business, or the direct or indirect acquisition of voting interests or shares in  an entity that carries on a Canadian business or which controls the entity which carries  on the Canadian business whether or not the controlling entity is Canadian. Under the Act,  control of a Corporation is deemed to be acquired through the acquisition of a majority of  the voting shares of a Corporation, and is presumed to be acquired where at least  one-third, but less than a majority, of the voting shares of a Corporation or of an  equivalent undivided ownership interest in the voting shares of a Corporation are acquired  unless it can be established that the Corporation is not controlled in fact through the  ownership of voting shares. Other rules apply with respect to the acquisition of  non-corporate entities. 

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

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

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

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

Within 45 days after completed application for review has been  received, the Minister must notify the investor that (a) he is satisfied that the  investment is likely to be of "net benefit to Canada," or (b) he is unable to  complete his review in which case he shall have 30 additional days to complete his review  (unless the investor agrees to a longer period) or (c) he is not satisfied that the  investment is likely to be of "net benefit to Canada." If the Minister is unable  to complete his review and no decision has been taken within the prescribed or agreed upon  time, the Minister is deemed to be satisfied that the investment is likely to be of  "net benefit to Canada." 

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

No securities of the Company are subject to escrow. 

Pursuant to an escrow agreement dated June 17, 1996, (the "Escrow  Agreement"), among the Company, Montreal Trust Company (the "Trustee"), and  Sharpe, as the escrowed shareholder, an aggregate of 5,061,615 Common Shares of the  Company are held by the Trustee in escrow. The Escrow Agreement was entered into as a  condition of the Montreal Exchange approving the listing of the Company's Common Shares on  the Montreal Exchange. The first 250,000 Common Shares are released in accordance with the  provisions of Section 5 of General Policy Q-4 of the Quebec Securities Commission, and the  balances are released upon a mineral property being placed in commercial production. The  escrow agreement expired on November 30, 2001 and as a result the Quebec Securities  Commission canceled all of the escrow shares granted under the June 17, 1996 agreement. 

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

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

A Non-Resident Holder will generally not be subject to tax in Canada on  capital gains realized from disposition of Common Shares, unless such shares are  "taxable Canadian property" within the meaning of the Income Tax Act (Canada).  Generally, the Common Shares would not be taxable Canadian property unless the  Non-Resident Holder, together with related parties, at any time during the five years  prior to the disposition of the Common Shares owned not less than 25% of the issued shares  of any class of the capital stock of the Company. Under the Treaty, a resident of the  United States will not be subject to tax under the Income Tax Act (Canada) in respect of  gains realized on the sale of Common Shares which constitute "taxable Canadian  property", provided that the value of the Common Shares at the time of disposition is  not derived principally from real property located in Canada. 
**F. Dividends and paying agents. 
Not applicable. 
**G. Statement by experts 
Not applicable. 
**H. Documents on display. 
Company documents can be reviewed at 3258 Mob Neck Road, Heathsville, VA 22473 or  One Main Street, Manhattan, Nevada, 89022. You can also obtain copies by writing to either  of these addresses. 
**I. Subsidiary Information 
Not applicable. 

**Item 11. Quantitative and Qualitative Disclosures about Market Risk.  
At January 31, 2008, the Company's financial instruments consisted  of cash and cash equivalents, receivables and payables and accruals. The Company estimates  that the fair value of its other financial assets and liabilities approximates the  carrying values due to their short-term nature. 

It is management's opinion that the Company is not exposed to  significant interest, currency or credit risks arising from these financial instruments. 

**Item 12. Description of Securities Other than Equity Securities. 
Not applicable. 
**PART II 
Item 13. Defaults, Dividend Arrearages and Delinquencies. 

Not applicable. 

**Item 14. Material Modifications to the Rights of Security Holders  and Use of Proceeds. 
Not applicable. 

**Item 15. Controls and Procedures 
As of the end of the period covered by this report and based on  their evaluation the Company's principal executive officer and principal financial officer  have concluded that the Company's disclosure controls and procedures (as defined in  Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting  (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) were effective to ensure that  the information required to be disclosed by the Company in reports that it files or  submits under the Exchange Act is recorded, processed, summarized and reported within the  time period specified in Securities and Exchange Commission rules and forms. There were no  significant changes in the Company's internal controls or in other factors that could  significantly affect these controls subsequent to the date of their evaluation, including  any corrective actions with regard to significant deficiencies and material weaknesses. 

**Item 16. [Reserved] 
Item 16A. Audit Committee Financial Expert. 

The board of directors has determined that Director and Audit Committee Member Mr.  James Dunlop has the necessary attributes and independence for designation as the audit  committee's financial expert and has designated Mr. Dunlop as the financial expert. 
**Item 16B. Code of Ethics. 
The company has adopted a Code of Ethics that applies to its Directors and  Executive Officers. The Code of Ethics can be viewed at 3258 Mob Neck Road, Heathsville,  Virginia 22473. It can also be obtained, without charge, by writing to this address. 
**Item 16C. Principal Accountant Fees and Services. 
For the fiscal years ended January 31, 2008, 2007 and 2006 the aggregate amounts  billed in for professional services rendered by the Company's auditors, McCarney Greenwood  LLP, to the Company and its subsidiaries were: 
**Years Ending January 31**, (CDN $) 2008 2007 2006 
Audit Fees $86,122 $42,500 $35,500 Audit Related Fees $0 $0 $0 Tax Fees $2,500  $2,500 $2,500 All Other Fees $1,378 $680 $568 

*Policies and Procedures*

The Audit Committee, in consultation with senior management, reviews annually and  recommends for approval by the board of directors; - the appointment of independent auditors at the annual general meeting of shareholders of      the Corporation; 
- the remuneration of the auditors; and 
- pre-approval of all non-audit services to be provided to the Corporation by the external      auditor. 

Since the commencement of the Corporation's most recently completed financial year,  every recommendation of the Audit Committee to nominate or compensate an external auditor  was adopted by the Board of Directors. 
**Item 16D. Exemptions from the Listing Standards for Audit Committees. 
The Company is relying on the exemption in section 6.1 in Multilateral Instrument  52-110*-Audit Committees* ("MI 52-110") which provides that venture issuers  (as that term is defined therein) are not required to comply with certain audit committee  composition requirements and have different reporting obligations, as specified by MI  52-110.. 
**Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers. 
Not applicable. 
**PART III 
Item 17. Financial Statements. 

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

− Auditor's Report for Royal Standard Minerals Inc. for the year  ended January 31, 2008, 2007, 2006, 2005 − Consolidated Balance Sheets of Royal  Standard Minerals Inc. as at January 31, 2008 and 2007 − Consolidated Statements  of Operations and Deficit of Royal Standard Minerals Inc. for the years ended January 31,  2008, 2007 2006 − Consolidated Statements of Cash Flows of Royal Standard  Minerals Inc. for the years 

ended January 31, 2008, 2007, 2006 − Notes to the Consolidated Financial  Statements of Royal Standard Minerals Inc. − Management's Discussion and  Analysis for the year ending January 31, 2008 

The consolidated financial statements of Royal Standard Minerals Inc. were prepared in  accordance with generally accepted accounting principles in Canada and are expressed in  United States dollars. For a discussion of the reconciliation of such financial statements  to United States generally accepted accounting principles, see note #18 of the notes to  the consolidated financial statements of Royal Standard Minerals Inc. 
**Auditors' Report 
To the Shareholders of Royal Standard Minerals Inc. 

We have audited the consolidated balance sheets of Royal Standard  Minerals Inc. as at Monday, January 31, 2005 and 2004 and the consolidated statements of  exploration properties, operations and deficit and cash flows for each of the years then  ended. These financial statements are the responsibility of the company's management. Our  responsibility is to express an opinion on these financial statements based on our audits.  

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

In our opinion, these consolidated financial statements present fairly,  in all material respects, the financial position of the company as at Monday, January 31,  2005 and 2004 and the results of its operations and its cash flows for each of the years  then ended in accordance with Canadian generally accepted accounting principles. 

The consolidated statements of exploration properties, operations and  deficit and cash flows for the year ended January 31, 2003 were audited by other auditors  who expressed an opinion without reservation on the financial statements in their report  dated April 17, 2003. 

"McCarney Greenwood LLP" Toronto, Canada McCarney Greenwood LLP  Chartered Accountants 

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

United States of America reporting standards require the addition of an  explanatory paragraph when the financial statements are affected by conditions and events  that cast doubt on the company's ability to continue as a going concern, such as those  described in note 1 to the financial statements. Although we conducted our audits in  accordance with both United States of America and Canadian generally accepted auditing  standards, our report to the shareholders dated March 29, 2005 is expressed in accordance  with Canadian reporting standards which do not permit a reference to such conditions and  events in the auditor's report when these are adequately disclosed in the financial  statements. 

"McCarney Greenwood LLP" Toronto, Canada McCarney Greenwood LLP  Chartered Accountant 
**April 25, 2006, except for Note 15, which is as of May 2, 2006 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

To the Shareholders of Royal Standard Minerals Inc. 

We have audited the consolidated balance sheets of Royal Standard  Minerals Inc. as at January 31, 2006 and 2005 and the consolidated statements of  exploration properties, operations and deficit and cash flows for each of the years in the  three-year period ended January 31, 2006. These financial statements are the  responsibility of the Company's management. Our responsibility is to express an opinion on  these financial statements based on our audits. 

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

In our opinion, the consolidated financial statements referred to above  present fairly, in all material respects, the financial position of the Company as at  January 31, 2006 and 2005 and the results of its operations and its cash flows for each of  the years in the three-year period ended January 31, 2006 in accordance with Canadian  generally accepted accounting principles. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP Chartered Accountants 
**Comments by Auditors on United States of America-Canada Reporting  Difference 
In the United States, reporting standards for auditors require the  addition of an explanatory paragraph (following the opinion paragraph) when the financial  statements are affected by conditions and events that cast doubt on the Company's ability  to continue as a going concern, such as those described in Note 1 to the consolidated  financial statements. Our report to the shareholders dated April 25, 2006, except for Note  15, which is as of May 2, 2006, is expressed in accordance with Canadian reporting  standards which do not require a reference to such conditions and events in the auditor's  report when these are adequately disclosed in the financial statements. 

"McCarney Greenwood LLP" 

Toronto, Canada McCarney Greenwood LLP Chartered Accountants 

- 2 - 

March 28, 2008 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
To the Shareholders of Royal Standard Minerals Inc. 

We have audited the consolidated balance sheets of Royal Standard Minerals Inc. (An  Exploration Stage Company) as at January 31, 2008 and 2007 and the consolidated statements  of mineral properties, operations, comprehensive loss and accumulated other comprehensive  income (loss), changes in shareholders' equity and cash flows for each of the three years  ended January 31, 2008. These financial statements are the responsibility of the Company's  management. Our responsibility is to express an opinion on these financial statements  based on our audits. 

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

In our opinion, the consolidated financial statements referred to above present fairly,  in all material respects, the financial position of the Company as at January 31, 2008 and  2007 and the results of its operations and its cash flows for each of the three years  ended January 31, 2008 in accordance with Canadian generally accepted accounting  principles. 

"McCarney Greenwood LLP" Toronto, Canada 

McCarney Greenwood LLP 

Chartered Accountants 

Licensed Public Accountants 

**Comments by Auditors on United States of America-Canada Reporting  Difference 
In the United States of America, reporting standards for auditors require the  addition of an explanatory paragraph (following the opinion paragraph) when the financial  statements are affected by conditions and events that cast doubt on the Company's ability  to continue as a going concern, such as those described in Note 1 to the consolidated  financial statements. Our report to the shareholders dated March 28, 2008 is expressed in  accordance with Canadian reporting standards which do not require a reference to such  conditions and events in the auditor's report when these are adequately disclosed in the  financial statements. 

"McCarney Greenwood LLP" Toronto, Canada 

McCarney Greenwood LLP 

Chartered Accountants 

Licensed Public Accountants 
 
**Management's Discussion and Analysis of Financial Condition and Results of  Operations 
The following discussion (the "MD&A") of the financial condition and  results of operations of Royal Standard Minerals Inc. ("RSM", or  "Company") constitutes management's review of the factors that affected the  Company's financial and operating performance for the year ended January 31, 2008. The  MD&A was prepared as of May 28, 2008 and should be read in conjunction with the  audited annual financial statements for the years ended January 31, 2008 and 2007 of RSM  including the notes thereto. Unless otherwise stated, all amounts discussed herein are  denominated in United States dollars. 
**Overview 
The Company is currently active in the State of Nevada, with projects in Nye (the  Goldwedge and Manhattan projects), Elko (the Pinon, Railroad, and Dark Star projects) and  Churchill (the Fondaway Canyon and Dixie-Comstock projects) Counties, Nevada. The  Company's common shares are listed in Canada on the TSX Venture Exchange symbol RSM and on  the US OTC:BB symbol RYSMF. 

The Goldwedge project is considered to be an advanced exploration development project  that is fully permitted by the Nevada Department of Environmental Protection (NDEP) for a  mine and mill. This project was the major focus of the Company in fiscal 2008 and will  continue to be its focus in fiscal 2009 along with the Pinon gold-silver project located  in Elko County, Nevada. 

The Company has been evaluating other investment opportunities in Nevada as part of an  effort to improve upon its production capacity. Capital for the development of the  currently controlled projects and any future acquisitions are envisioned to come from  equity and debt financing. 
**Results of Operations 
The net loss for the year ending January 31, 2008 was $2,019,479 as compared to the  net loss of $4,511,483 for the year ending January 31, 2007. The decrease of $2,492,004 is  principally the result of Stock Option Compensation of $853,953 for the year ending  January 31, 2008 as compared to $3,838,926 for the year ending January 31, 2007. 

General and administrative expenses increased from $618,962 for the year ending January  31, 2007 to $872,321 for the year ending January 31, 2008 an increase of $253,359 of which  $157,472 was caused by increases in professional fees, the major portion of which were  related to the settled litigation described in Note 14 of the consolidated financial  statements as of January 31, 2008. The other increases are a direct result of continued  activity on the Company's mineral projects. Consulting, wages and salaries increased from  $443,693 for the year ending January 31, 2007 to $482,123 for the year ending January 31,  2008, an increase of $38,430. During the period ended January 31, 2008, the Company  changed its accounting policy with regards to the amortization of its exploration  equipment. In prior years, the Company recorded such amortization as an operating expense.  As the Company is still in the exploration stage, the Company's management determined that  it would be more appropriate to defer the amortization of the exploration equipment until  the Company ceases to be in the exploration stage and enters the production stage. The  effect of this change on the January 31, 2007 year end balance sheet is an increase in  mineral properties by $759,636 and a corresponding decrease in the accumulated deficit by  the same amount. The effect of this change on the net loss and the accumulated deficit for  the years ended January 31, 2007 and 2006 is a decrease of $538,967 and $186,132  respectively and a corresponding increase in mineral properties. The opening accumulated  deficit for the years ended January 31, 2007 and 2006 decreased by $220,669 and $34,537  respectively and a corresponding increase in opening balance in mineral properties. 
**Mineral Properties 
The Company owns a 100% interest in a number of projects in the  gold-silver districts in Nevada. These projects include the Goldwedge and Manhattan  projects in Nye County, the Pinon, Railroad, and Dark Star projects in Elko County, the  Fondaway Canyon, and Dixie-Comstock projects in Churchill County, Nevada. 

*Gold Wedge Project*

The Gold Wedge project represents the most advanced project located in  the Manhattan district about eight (8) miles south of the Round Mountain mine and has been  issued a mine and mill permit by the Nevada Department of Environmental Protection (NDEP).  RSM has completed construction of a processing plant on site which includes primary and  secondary crushing facilities that feed a gravity recovery system. In addition, a heap  leach pad, silt and fresh water ponds have been completed. Testing of the various mineral  processing functions commenced during April 2007 using previously extracted stockpiles of  low grade gold feed material to process into gold dore' using the Company's smelter.  Completion of the test phase of the facility is not expected for several months. The  Company has also commenced the underground development program which includes the  exploration of defined mineralized zones concurrently with the second phase of decline  development. The program has concentrated on the development of a spiral decline as a  means to better explore the deposit at depth. As part of the program a series of crosscuts  are constructed at specific intervals to effectively assess the potential mineralized  zones. All material is sampled daily and analyzed for gold onsite at the company assay  laboratory. The bulk sampling program is well underway and includes several months of  stockpiled material on the surface. 

On June 29, 2005 the Company entered into a 5-year Purchase Option Agreement with a  private individual for all of his patented and unpatented mining claims in the Manhattan  Mining District located in Nye County, Nevada. The land package totals approximately 1600  acres (4 patented, 70 unpatented claims). This property position adjoins the Company's  Goldwedge Mine. The land package includes a number of exploration targets which are of  interest to the Company. In addition, the Company's option includes the Dixie-Comstock  claim group located in Churchill County, Nevada. The Dixie-Comstock is a 1500 acre  property containing a gold system that has been explored by a number of major mining  companies over the past 20 years. It is considered to be an attractive advanced  exploration project. Annual option payments of $48,000 are to be applied to a total  purchase price of $600,000. A gross production royalty of 8% will be paid to the owner  anytime that production begins from the Manhattan Property or the Dixie-Comstock Property.  The maximum of gross production royalties that would be paid under this agreement is  $300,000. 

The company has recorded an asset retirement obligation on its Gold Wedge Project in  the amount of $149,050, representing the estimated costs of the Company's obligation to  restore the property site to its original condition and which is equal to the amount of  the reclamation bond posted by the Company with the State of Nevada. 

*Pinon-Railroad Project*

The Company has also developed the necessary construction plans for the Pinon-Railroad  project including surface, heap leach facilities design and open pit modeling of the  deposits. All of this work was completed in preparation for the filing of a mining permit  application with the US Bureau of Mines (BLM) and the Nevada Department of Environmental  Protection (NDEP) by year-end 2007. A second objective is to update the feasibility  studies for the Pinon/Railroad near surface oxide deposits. 

Pinon Project - Cord Lease In August 2002, the Company entered into a mining lease  agreement to lease certain properties located in Elko County, Nevada. The lessors will  retain a 5% net smelter royalty with no option to purchase. 

Pinon Project - Tomera Lease In August 2002, the Company entered into a mining lease  agreement to lease certain properties located in Elko County, Nevada for a period of seven  years. The lessors will retain a 5% net smelter royalty. In addition, the Company entered  into an irrevocable lease agreement with the surface and minerals rights owners of the  Tomera Lease properties. 

Darkstar Lease Project In July 2006, the Company entered into a mining lease agreement  to lease certain properties near the proposed Pinon mine site in Elko County, Nevada for a  period of five years. The Darkstar gold property is located less than 2 miles from the  Pinon property. The Company agreed to pay $6,400 on execution of the Agreement. The  Company is committed to pay Annual option payments of $7,600 in 2007, $8,960 in 2008,  $10,240 in 2009 and $11,520 in 2010. The lessor will also retain a 5% net smelter royalty.  

The Company has recorded an asset retirement obligation on its Pinon-Railroad Projects,  representing the estimated costs of the Company's obligation to restore the property site  to its original condition as required by the State of Nevada regulatory authorities. The  Company has recorded an asset retirement obligation in the amount of $54,136, equal to the  amount of the reclamation bond posted by the Company with the State of Nevada. 

*Como Project*

On December 2003, the Company entered into a mining lease agreement to lease certain  properties located in Lyon County, Nevada. The Company agreed to pay $25,000 upon  execution of the Agreement. The Company was committed to pay an annual option of $25,000  in 2005. Future payments are $25,000 in 2008 and $25,000 in 2009. 

Subsequent to year-end, the Company decided not to pursue the  exploration of this project and to write-off all accumulated deferred exploration costs. 

*Fondaway Project*

The Fondaway Project is located in Churchill County, Nevada. The  Company has leased the property and is obligated to make payments of $25,000 in fiscal  2003, $30,000 in 2004 and 2005 and $35,000 in each of the following seven years. The  Company is also obligated to provide a 3% net smelter return upon production. 
**Liquidity and Capital Resources 
The Company's Cash and cash equivalents balance as of January 31,  2008 was $7,209,173 compared to $9,654,288 at January 31, 2007, a decrease of $2,445,115.  The Company also had $117,761 in short term investments at January 31, 2008, as compared  to $433,699 at January 31, 2007, a decrease of $315,938. 

On April 27, 2006, the Company completed a private placement of  12,975,967 units of the Company at $1.15 CDN per unit raising gross proceeds of  $13,286,762 ($14,922,362 CDN). Each unit consisted of one common share of the Company and  one-half of one common share purchase warrant. Each whole common share purchase warrant is  exercisable at $1.75 CDN into one common share of the Company until April 26, 2008. 

The fair value of the common share purchase warrants was estimated, on  the date of closing, using the Black-Scholes option pricing model, with the following  assumptions: dividend yield 0%, expected volatility of 98%, risk-free interest rate of  4.13% and an expected life of 24 months. The value assigned to the warrants is $2,847,058  ($3,198,582 CDN). 

Current assets as at January 31, 2008 were $8,006,287 as compared to  $10,438,324 at January 31, 2007. Mineral properties at January 31, 2008 were $13,895,392  compared to $8,547,743 at January 31, 2007 which represents an increase of $5,347,649,  primarily reflecting the increased investment at the Company's Gold Wedge project.  Equipment decreased from $2,056,392 at January 31, 2007 to $1,483,690 at January 31, 2008,  primarily as a result of amortization. Total assets as at January 31, 2008 were  $23,588,555 as compared to $21,224,226 at January 31, 2007. This represents an increase of  $2,364,329 and is principally due to proceeds received from the exercise of stock options  and warrants. 

Current liabilities as at January 31, 2008 were $220,737 compared to  $202,157 at January 31, 2007, and represent current trade payables. 

Management believes that, subject to the achievement of significant  revenue producing operations, equity and debt financings will remain the single major  source of cash flow for the Corporation. However, there is no assurance that the Company  can successfully obtain such financings in future periods. 

The Company is authorized to issue an unlimited number of Common Shares  without par value, of which 84,079,825 were outstanding at January 31, 2008, compared with  78,275,275 shares outstanding at January 31, 2007. On June 18, 2007, the Company initiated  a normal course issuer bid process whereby a maximum of 4,000,000 common shares,  representing approximately 5% of the issued and outstanding common shares presently  outstanding, could be repurchased beginning June 25, 2007 and terminating June 25, 2008.  On August 3, 2007, the Company purchased 91,000 common shares of the Company at a cost of  $42,257. These shares purchased pursuant to the normal course issuer bid will be  cancelled. The historical value of these shares will be removed from share capital and the  excess over the purchase price will be recorded as an increase in contributed surplus. 

At January 31, 2008 there were outstanding options to purchase  7,826,500 common shares of the Company with exercise prices from $0.27-$1.44 CDN per share  and expiration dates ranging from December 2008 to July 2012. During the year ended  January 31, 2008, options to purchase 1,515,000 shares of common stock were exercised at a  weighted average exercise price of $0.31. On July 13, 2007, the Company granted options to  purchase 2,015,000 common shares of the Company to directors, officers and employees. The  options are exercisable at $0.60 CDN and expire within a period of 5 years. These stock  options were fully vested on the date of grant and the fair value was charged to the  statements of operations as consulting, wages and salaries. The fair value of the options  was estimated using the Black-Scholes option pricing model, with the following  assumptions: dividend yield 0%, expected volatility of 101%, risk-free interest rate of  4.60% and an expected life of 5 years. For year ending January 31, 2008, the value  assigned to the options was $853,953 ($894,660 CDN). 

The Company also had 6,487,996 warrants outstanding at January 31, 2008  with a weighted average exercise price of $1.75 CDN per share. These warrants expire April  26, 2008. None of these purchase warrants have been exercised before the expiry date. 
**Selected Annual Financial Information 
The following selected financial information is derived from the  annual financial statements of the Corporation and should be read in conjunction with such  statements, including the notes thereto: 
**January 31**2008 Restated 2007(1) Restated 2006(1) Cumulative from date of inception      6/26/1996 Statement of Operations Revenue $0 $0 $0 $0 Interest Income 396,294 391,420 0 739,211 Administrative Expenses (2,415,773) (4,902,903) (1,306,963) (11,215,919) Net loss for the year (2,019,479) (4,511,483) (1,674,430) (15,329,842) Deficit, beginning of year (14,051,103) (9,539,620) (7,865,190) (740,740) Deficit, end of year ($16,070,582) ($14,051,103) ($9,539,620) ($16,070,582) Earnings (loss) per common share      basic and diluted ($0.02) ($0.06) ($0.03) **January 31**Balance Sheet20082007(1) Current Assets $8,006,287 $10,438,324 Interest in Mineral Properties      and Related Deferred Exploration Costs 13,895,392 8,547,743 Equipment, Net 1,483,690 2,056,392 Current Liabilities (220,737) (202,157) 
1 See note 2 of the Consolidated Financial Statements (Audited) for the  years ended January 31, 2008 and 2007. 
**Selected Quarterly Financial Information 
The following is a summary of selected financial information of the Corporation for  the quarterly periods indicated. **These numbers have been restated (See note 2 of the  Consolidated Financial Statements (Audited) for the Years ending January 31, 2008 and  2007. 3 Mos Ended January 31, 2008 3 Mos Ended October 31, 2007 3 Mos Ended July 31, 2007 3 Mos Ended April 30, 2007 3 Mos Ended January 31, 2007 3 Mos Ended October 31, 2006 3 Mos Ended July 31, 2006 3 Mos Ended April 30, 2006 Revenue $0 $0 $0 $0 $0 $0 $0 $0 Interest Income 65,515 108,539 121,620 100,620 143,039 108,438 130,693 9,250 Expenses (1)(281,403) (322,768) (1,341,029) (470,573)822,694 (602,645) (4,805,612) (317,340) Net Income (Loss) ($215,888) ($214,229) ($1,219,409) ($369,953) $965,733 ($494,207) ($4,674,919) ($308,090) Net Income (Loss) per Common share      basic and diluted ($0.03) $0.01 ($0.01) ($0.00) ($0.00) ($0.00) ($0.05) ($0.01) 
(1) Expenses in the 3 months ended January 31, 2007 reflect an  adjustment of $1,749,130 for payroll and related expenses which were capitalized to the  Gold Wedge Project in Mineral Properties. 
**Mineral Properties 
The following table summarizes the mineral properties and  expenditures during the year ended 
January 31, 2008. **Ending Balance      January 31, 2007(1)**Additions (See details below) Ending Balance January 31, 2008 Gold Wedge Project $6,912,843 $4,953,218 $11,866,061 Pinon Project 1,148,259 303,169 1,451,428 Railroad Project 215,813 115,633 331,446 Fondaway Project 162,778 83,679 246,457 Como Project 108,050 (108,050) 0
$8,547,743 $5,347,649 $13,895,392 
(1)
Restated (See note 2 of the Consolidated Financial Statements (Audited) for the Years        ending January 31, 2008 and 2007. 

Activity during the period 4,953,218 4,055,312 1,362,551 11,866,061 Closing balance      $11,866,061 $6,912,843 $2,857,531 $11,866,061 

- (1) 
- See note 2 of the Consolidated Financial Statements (Audited) for the Years ended      January 31, 2008 and 2007. 
**Detail of Mineral      Properties**Cumulative from date of Restated Restated inception of For the years ending January 31, 2008 January 31, 2007(1) January 31, 2006(1) exploration phase Gold Wedge Project Opening balance $6,912,843 $2,857,531 $1,494,980 $0 Property Acquisition costs 93,463 171,376 184,892 599,862 Travel 77,588 77,737 70,862 290,141 Mine development costs 241,075 293,519 237,867 982,208Drilling 606,223 53,185 78,790 884,639 General exploration 0 5,023 38,776 133,353 Professional fees 0 0 33,740 72,636 Consulting 1,146,119 1,377,706 243,297 3,471,045 Office and general 729,941 335,767 79,701 1,145,909 Analysis and assays 23,899 30,063 22,240 118,621 Supplies, Equipment andtransportation 1,389,747 1,171,969 186,254 2,762,848Amortization 645,163 538,967 186,132 1,404,799 **Cumulative**from date of Restated Restated inception of For the years ending January 31, 2008 January 31, 2007(1) January 31, 2006(1) exploration phase Pinon Project Opening balance $1,148,259 $762,285 $600,538 $0 Property Acquisition costs 19,017 34,047 40,258 444,587 Travel 14,978 0 801 26,828 Drilling 0 8,333 72,780 130,600 General exploration 0 0 0 7,765 Professional fees 0 0 0 66,273 Office and general 54,413 15,296 2,698 98,120 Geologist 0 0 25,008 32,653 Consulting 207,590 151,133 19,537 402,492 Reclamation costs 0 167,785 0 167,785 Analysis and assays 7,171 9,380 382 74,042 Supplies, Equipment andtransportation 0 0 283 283 Activity during the period 303,169 385,974 161,747 1,451,428 Closing balance $1,451,428 $1,148,259 $762,285 $1,451,428 **Railroad Project**Opening balance $215,813 $175,670 $175,670 $0 Property Acquisition costs 115,633 40,143 0 331,446 Activity during the period 115,633 40,143 0 331,446 Closing balance $331,446 $215,813 $175,670 $331,446 **Fondaway Project**Opening balance $162,778 $127,652 $96,028 $0 Property Acquisition costs 64,754 35,126 31,624 227,181 Travel 3,279 0 0 3,279 Drilling 15,646 0 0 15,646 Analysis and assays 0 0 0 351 
Activity during the period 83,679 35,126 31,624 246,457 Closing balance  $246,457 $162,778 $127,652 $246,457 

(1) See note 2 of the Consolidated Financial Statements (Audited) for  the Years ended January 31, 2008 and 2007. 
**Cumulative**from date of Restated Restated inception of For the years ending January 31, 2008 January 31, 2007(1) January 31, 2006(1) exploration phase Como Project Opening balance $108,050 $108,050 $86,330 $0 Property Acquisition costs 35,933 0 0 71,628 Travel 0 0 0 2,806 Geologist 0 0 0 5,098 Consulting 0 0 0 41,532 Rent 1,477 0 21,720 55,052 Analysis and assays 0 0 0 9,138 Written off (145,460) 0 0 (185,254) Activity during the period (108,050) 0 21,720 0 Closing balance $0 $108,050 $108,050 $0 **Manhattan Project**Opening balance $0 $0 $191,065 $0 Property Acquisition costs 0 0 0 27,707 Travel 0 0 0 28,253 General Exploration 0 0 1,458 63,219 Consulting 0 0 0 47,743 Analysis and assays 0 0 0 25,601 Written off 0 0 (192,523) (192,523) Activity during the period 0 0 (191,065) 0 Closing balance $0 $0 $0 $0 **Other Projects**Opening balance $0 $0 $54,053 $0Cumulative expenditures From date of inception 0 0 0 3,410,396 Expenditures during the year 0 0 120,891 161,548 Written off 0 0 (174,944) (3,571,944) Activity during the period 0 0 (54,053) 0 Closing balance $0 $0 $0 $0 **TOTAL**$13,895,392 $8,547,743 $4,031,186 $13,895,392 Transactions with Related Parties 
Years Ended January 31 2008 2007 2006 
Due from (to) related      parties The President &      Director of the Company(1) Sharpe Resources      Corporation(2) $20,510 127,498$17,402 104,984$18,049 108,293 The President & Director of the Company(3) 285,711 0 0 $433,719 $122,386 $126,342 - (1) 
- This advance is unsecured, non-interest bearing and has no set terms of repayment. 
- (2) 
- Sharpe is related to the Company because of common management. This advance is      unsecured, non-interest bearing and has no set terms of repayment. 
- (3) 
- This advance bears interest at 4% and is repayable within 3 years. 

Consulting, wages and salaries include a bonus of $117,678 (2007 -  $170,000; 2006 - $nil) and salary of $249,995 (2007 - $252,621; 2006 - $96,192) paid to  the President of the Company. 

Consulting, wages and salaries include salary of $78,002 (2007 -  $48,923; 2006 - $nil) paid to an employee who is also a family member of the President and  Director of the Company. 

Compensation of $60,008 (2007 - $12,155; 2006 - $nil) was paid to the  former CFO of the Company. 

These transactions were in the normal course of operations and were  measured at the exchange value which represented the amount of consideration established  and agreed to by the related parties. 
**Contingencies and Commitments 
1. On October 11, 2006 the Company received documents purporting to  constitute a requisition from a group of shareholders of Royal (the "Dissident  Group") alleging that they hold more than 10% of the Company's shares. The documents  received requested that a shareholders' meeting be called to consider the removal and  replacement of the existing board of directors of Royal. 

On October 28, 2006 the Company filed an action in the United States  District Court for the Central District of California against the persons and entities who  have identified themselves as belonging to the Dissident Group. The Company alleges that  the defendants violated section 13(d) of the Securities Exchange Act of 1934, 15 U.S.C    78m(d), by failing to file a Schedule 13-D. 

On November 29, 2007, the parties executed an Agreement, pending formal  approval of the court, to settle this matter in a manner which is favorable to all of the  parties and without any financial costs to the Company other than the legal costs  incurred. A final stipulated judgment and dismissal of the case was filed and heard by the  Court on May 5, 2008. The Court has signed the proposed judgment resulting in a final  judgment entered in the case. 
- On January 1, 2006, the Company entered into a management agreement with      the President of the Company for management and consulting services for $250,000 per annum      which expires in January 1, 2011. On January 1, 2007 and on each January 1 during the term      of the agreement, the compensation may be increased by 10% per annum. This agreement can      be renewed for an additional five years. 
- The Company is obligated to incur an additional $96,000 in option costs      before July 1, 2009 pursuant to the agreement of the Gold Wedge Project. 
- The Company is obligated to incur an additional $40,000 in option costs      before the end of fiscal 2010 pursuant to the agreement of the Railroad Project. 
- The Company is obligated to incur an additional $225,000 in exploration      expenditures and $30,720 in option costs before July 31, 2011 pursuant to the agreement of      the Darkstar gold property. 
- The Company is obligated to incur an additional $140,000 in option costs      before the end of fiscal 2012 pursuant to the agreement of the Fondaway Project. 

**Changes in Accounting Policies Accounting Changes 
Effective February 1, 2007, the Company adopted the Canadian  Institute of Chartered Accountants ("CICA") Section 1506, "Accounting  Changes". This section prescribes the criteria for changing accounting policies,  together with the accounting treatment and disclosure of changes in accounting policies,  changes in accounting estimates and correction of errors. 
**Change in accounting policy with retroactive application 
During the year ended January 31, 2008, the Company changed its  accounting policy with regards to the amortization of its exploration equipment. In prior  periods, the Company recorded such amortization as an operating expense. As the Company is  still in the exploration stage, the Company's management determined that it would be more  appropriate to defer the amortization of the exploration equipment until the Company  ceases to be in the exploration stage and enters the production stage. The effect of this  change on the January 31, 2007 year end balance sheet is an increase in mineral properties  by $759,636 and a corresponding decrease in the accumulated deficit by the same amount.  The effect of this change on the net loss and the accumulated deficit for the years ended  January 31, 2007 and 2006 is a decrease of $538,967 and $186,132 respectively and a  corresponding increase in mineral properties. The Opening accumulated deficit for the  years ended January 31, 2007 and 2006 decreased by $220,669 and $34,537 respectively and a  corresponding increase in opening balance in mineral properties. 
**Financial instruments, comprehensive income (loss) and hedges 
In January 2005, the CICA issued Handbook Sections 3855,  "Financial Instruments - Recognition and Measurement", 1530, "Comprehensive  Income", 3861, "Financial Instruments 

- Disclosure and Presentation" and 3865, "Hedges". These  new standards are effective for interim and annual financial statements relating to fiscal  years commencing on or after October 1, 2006 on a prospective basis; accordingly,  comparative amounts for prior periods have not been restated. The Company has adopted  these new standards effective February 1, 2007. 

(a) Financial instruments - recognition and measurement 

Section 3855 prescribes when a financial instrument is to be recognized  on the balance sheet and at what amount. It also specifies how financial instrument gains  and losses are to be presented. This Section requires that: 
- All financial assets be measured at fair value on initial recognition      and certain financial assets to be measured at fair value subsequent to initial      recognition; 
- All financial liabilities be measured at fair value if they are      classified as held for trading purposes. Other financial liabilities are measured at      amortized cost using the effective interest method; and 
- All derivative financial instruments be measured at fair value on the      balance sheet, even when they are part of an effective hedging relationship. 
(b)
Comprehensive income (loss) 

Section 1530 introduces a new requirement to temporarily present certain gains and      losses from changes in fair value outside net income. It includes unrealized gains and      losses, such as: changes in the currency translation adjustment relating to      self-sustaining foreign operations; unrealized gains or losses on available-for-sale      investments; and the effective portion of gains or losses on derivatives designated as      cash flow hedges or hedges of the net investment in self-sustaining foreign operations. 

(c)
Financial Instruments - disclosure and presentation 

Section 3861 establishes standards for presentation of financial instruments and      non-financial derivatives, and identifies the information that should be disclosed about      them. Under the new standards, policies followed for periods prior to the effective date      generally are not reversed and therefore, the comparative figures have not been restated      except for the requirement to restate currency translation adjustments as part of other      comprehensive income. 

- (d)
- Hedges 

Section 3865 provides alternative treatments to Section 3855 for entities which choose  to designate qualifying transactions as hedges for accounting purposes. It replaces and  expands on Accounting Guideline 13 "Hedging Relationships", and the hedging  guidance in Section 1650 "Foreign Currency Translation" by specifying how hedge  accounting is applied and what disclosures are necessary when it is applied. (e)
Impact upon adoption of Sections 1530, 3855, 3861 and 3865 

The primary impact on the consolidated financial statements resulting from the adoption      of sections 1530 and 3855 is as follows: 

- (1)
- The Company's marketable securities are classified as "available-for-sale" and      are measured at fair value. Changes in fair value are recognized in other comprehensive      income until their disposition, at which time they are transferred to net income.      Investments in securities having quoted market values and which are publicly traded on a      recognized securities exchange and for which no sales restrictions apply are recorded at      values based on the current bid prices. 

The Company's investments in equity securities that do not have a quoted market price  in an active market are measured at cost. As at January 31, 2008 the Company did not have  any such investments. 

As at January 31, 2007, marketable securities are carried at cost. At January 31, 2008,  the Company's marketable securities are carried at fair market value. (2)
The Company has recorded the following transition adjustments in its interim        consolidated financial statements as at February 1, 2007 resulting from the adoption of        sections 1530 and 3855: 

i) an increase of $32,596, representing a fair value adjustment to the value of          marketable securities; and ii) an increase in accumulated other comprehensive income of          $32,596, representing the fair value adjustment of marketable securities of $32,596, net          of taxes of $5,887 and recovery of capital loss carry forwards of $5,887. 

- (3)
- The Company has evaluated the impact of section 3861 and 3865 on its consolidated      financial statements and determined that no adjustments are currently required. 

The adoption of these Handbook Sections had no impact on opening deficit. 
**Accounting policy choice for transaction costs 
On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No.166,  Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the  accounting policy choice of expensing or adding transaction costs related to the  acquisition of financial assets and financial liabilities that are classified as other  than held-for-trading. Specifically, it requires that the same accounting policy choice to  be applied to all similar financial instruments classified as other than held-for-trading,  but permits a different policy choice for financial instruments that are not similar. The  Company has adopted EIC-166 effective October 31, 2007 which requires retroactive  application to all transaction costs accounted for in accordance with CICA Handbook  Section 3855, Financial Instruments - Recognition and Measurement. The Company has  evaluated the impact of EIC-166 and determined that no adjustments are currently required.  
**Future accounting changes 
Capital Disclosures and Financial Instruments - Disclosures and  Presentation 

On December 1, 2006, the CICA issued three new accounting standards:  Handbook Section 1535, Capital Disclosures, Handbook Section 3862, Financial Instruments -  Disclosures, and Handbook Section 3863, Financial Instruments - Presentation. These new  standards are effective for interim and annual consolidated financial statements for the  Company's reporting period beginning on February 1, 2008. 

Section 1535 specifies the disclosure of (i) an entity's objectives,  policies and processes for managing capital; (ii) quantitative data about what the entity  regards as capital; (iii) whether the entity has complied with any capital requirements;  and (iv) if it has not complied, the consequences of such non-compliance. . 

The new Sections 3862 and 3863 replace Handbook Section 3861, Financial  Instruments — Disclosure and Presentation, revising and enhancing its disclosure  requirements, and carrying forward unchanged its presentation requirements. These new  sections place increased emphasis on disclosures about the nature and extent of risks  arising from financial instruments and how the entity manages those risks. 

The Company is currently assessing the impact of these new accounting  standards on its consolidated financial statements. 
**Disclosure Controls and Procedures 
RSM's President and Chief Financial Officer ("CFO") are  responsible for establishing and maintaining the Company's disclosure controls and  procedures. Access to material information is facilitated by the small size of RSM's  management team. The President and the CFO, after evaluating the effectiveness of the RSM  disclosure controls and procedures as of January 31, 2008, have concluded that the  Company's disclosure controls and procedures were adequate and effective to ensure that  material information relating to RSM and its subsidiaries would have been known to them. 

The President and CFO have designed internal controls over financial  reporting to provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external purposes in accordance with  Canadian GAAP. 
**Risk and Uncertainties 
At the present time, the Corporation's viability and potential  success lie in its ability to develop, exploit and generate revenue out of its current and  future precious metal properties. The Corporation's ability to acquire and develop it  current precious metal properties and any new properties is a function of its ability to  raise the necessary capital to pursue the efforts successfully. 

The Corporation has limited financial resources and there is no  assurance that additional capital will be available to it for further acquisitions,  exploration and development of new or existing projects. Although the Corporation has been  successful in the past in obtaining financing there is no guarantee that it will be  successful in the future or that the terms of such financing will be favorable. Failure to  obtain such additional financing could result in delay or indefinite postponement of  further exploration and development of the property interests of the Corporation with the  possible dilution or loss of such interests. 
**Forward Looking Statements 
This MD&A includes certain "forward-looking  statements" within the meaning of applicable Canadian securities legislation. All  statements, other than statements of historical facts, included in this MD&A that  address activities, events or developments that the Corporation expects or anticipates  will or may occur in the future, including such things as future business strategy,  competitive strengths, goals, expansion and growth of the Corporation's businesses,  operations, plans and other such matters are forward-looking statements. When used in this  MD&A, the words "estimate", "plan", "anticipate",  "expect", "intend", "believe" and similar expressions are  intended to identify forward-looking statements. These statements involve known and  unknown risks, uncertainties and other factors which may cause the actual results,  performance or achievements of the Corporation to be materially different from any future  results, performance or achievements expressed or implied by such forward-looking  statements. Such factors include, among others, risks related to joint venture operations,  actual results of current exploration activities, changes in project parameters as plans  continue to be refined unavailability of financing, fluctuations in the precious metal  prices and other factors. Although the Corporation has attempted to identify important  factors that could cause actual results to differ materially, there may be other factors  that cause results not to be anticipated, estimated or intended. There can be no assurance  that such statements will prove to be accurate as actual results and future events could  differ materially from those anticipated in such statements. Accordingly, readers should  not place undue reliance on forward-looking statements. 
**Additional Information 
Additional information relating to the Corporation, including the  annual information form of the Corporation, can be found on SEDAR at www.sedar.com  and on the Corporation's website at www.royalstandardminerals.com. 

\s\ Roland M. Larsen 

Roland M. Larsen President 

Heathsville, VA May 28, 2008 

**Item 18. Financial Statements. 
Not applicable. 

**Item 19. Exhibits. 
None 
**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. (Registant) /s/ Roland M.  Larsen Roland M. Larsen, President & CEO 

Date: July 27, 2008 

***Risks Associated with Forward Looking Statements**.*This  Form 20-F contains certain forward-looking statements within the meaning of Section 27A of  the Securities Act of 1933, as amended (the "Securities Act"), and Section 21e  of the securities Exchange Act of 1934, as amended (the "Exchange Act"), which  are intended to be covered by the safe harbors created thereby. Investors and shareholders  are cautioned that all forward-looking statements involve risks and uncertainty, including  without limitation, the ability of the Company to continue its mineral exploration  strategy, complete recommended work programs, the success of the Company in locating  mineral bodies in commercially recoverable quantities, the ability of the Company to  develop the mineral bodies either on its own or in partnership with third parties, the  ability of the Company to acquire interests in mineral exploration properties or mining  claims, as well as market prices for mineral resources, competition and general market  conditions. Although the Company believes that the assumptions underlying the  forward-looking statements contained herein are reasonable, any of the assumptions could  be inaccurate, and therefore, there can be no assurance that the forward-looking  statements included in this Form 20-F will prove to be accurate. In light of the  significant uncertainties inherent in the forward-looking statements included herein, the  inclusion of such information should not be regarded as a representation by the Company or  any other person that the objectives and plans of the Company will be achieved. 
**CERTIFICATION**S 
I, Roland M. Larsen, certify that: - I have reviewed this annual report on Form 20-F of Royal Standard Minerals Inc.; 
- Based on my knowledge, this annual report does not contain any untrue statement of a      material fact or omit to state a material fact necessary to make the statements made, in      light of the circumstances under which such statements were made, not misleading with      respect to the period covered by this annual report; 
- Based on my knowledge, the financial statements, and other financial information      included in this annual report, fairly present in all material respects the financial      condition, results of operations and cash flows of the registrant as of, and for, the      periods presented in this report; 
The company's other certifying officers and I are responsible for establishing and        maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)        and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act        Rules 13a-15(f) and 15d-15(f)) for the company and have: 
- Designed such disclosure controls and procedures, or caused such disclosure controls and          procedures to be designed under our supervision, to ensure that material information          relating to the company, including its consolidated subsidiaries, is made known to us by          others within those entities, particularly during the period in which this report is being          prepared: 
- Designed such internal control over financial reporting, or caused such internal control          over financial reporting to be designed under our supervision, 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; 
- Evaluated the effectiveness of the company's disclosure controls and procedures and          presented in this report our conclusions about the effectiveness of the disclosure          controls and procedures, as of the end of the period covered by this report based on such          evaluation; and 
- Disclosed in this report any change in the company's internal control over financial          reporting that occurred during the period covered by the annual report that has materially          affected, or is reasonably likely to materially affect, the company's internal control          over financial reporting; and 

The company's other certifying officers and I have disclosed, based on our most recent        evaluation of internal controls over financial reporting, to the company's auditors and        the audit committee of company's board of directors (or persons performing the equivalent        function): 
- All significant deficiencies and material weaknesses in the design or operation of          internal control over financial reporting which are reasonably likely to adversely affect          the company's ability to record, process, summarize and report financial information; and 
- Any fraud, whether or not material, that involves management or other employees who have          a significant role in the company's internal control over financial reporting. 

Date: July 27, 2008 

\s\ Roland M. Larsen Roland M. Larsen President & CEO 
**CERTIFICATIONS 
I, Kimberly Koerner, certify that: - I have reviewed this annual report on Form 20-F of Royal Standard Minerals Inc.; 
- Based on my knowledge, this annual report does not contain any untrue statement of a      material fact or omit to state a material fact necessary to make the statements made, in      light of the circumstances under which such statements were made, not misleading with      respect to the period covered by this annual report; 
- Based on my knowledge, the financial statements, and other financial information      included in this annual report, fairly present in all material respects the financial      condition, results of operations and cash flows of the registrant as of, and for, the      periods presented in this report; 
The company's other certifying officers and I are responsible for establishing and        maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)        and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act        Rules 13a-15(f) and 15d-15(f)) for the company and have: 
- Designed such disclosure controls and procedures, or caused such disclosure controls and          procedures to be designed under our supervision, to ensure that material information          relating to the company, including its consolidated subsidiaries, is made known to us by          others within those entities, particularly during the period in which this report is being          prepared: 
- Designed such internal control over financial reporting, or caused such internal control          over financial reporting to be designed under our supervision, 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; 
- Evaluated the effectiveness of the company's disclosure controls and procedures and          presented in this report our conclusions about the effectiveness of the disclosure          controls and procedures, as of the end of the period covered by this report based on such          evaluation; and 
- Disclosed in this report any change in the company's internal control over financial          reporting that occurred during the period covered by the annual report that has materially          affected, or is reasonably likely to materially affect, the company's internal control          over financial reporting; and 

The company's other certifying officers and I have disclosed, based on our most recent        evaluation of internal controls over financial reporting, to the company's auditors and        the audit committee of company's board of directors (or persons performing the equivalent        function): 
- All significant deficiencies and material weaknesses in the design or operation of          internal control over financial reporting which are reasonably likely to adversely affect          the company's ability to record, process, summarize and report financial information; and 
- Any fraud, whether or not material, that involves management or other employees who have          a significant role in the company's internal control over financial reporting. 

Date: July 27, 2008 

\s\ Kimberly Koerner Kimberly Koerner Director 

**Royal Standard Minerals Inc. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
I, Roland M. Larsen, Chief Executive Officer of Royal Standard Minerals Inc.  ("the Company"), certify that: - the annual report on Form 20F of the Company for the fiscal year ending January 31, 2008      as filed with the Securities and Exchange Commission on the date hereof (the      "report") fully complies with the requirements of Section 13(a) or 15(d) of the      Securities and Exchange Act of 1934; and 
- the information contained in the Report fairly presents, in all material respects, the      financial condition and results of operations of the Company. 

/s/ Roland M. Larsen Roland M. Larsen Chief Executive Officer July 27, 2008 

**Royal Standard Minerals Inc. Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 
I, Kimberly Koerner, Director of Royal Standard Minerals Inc. ("the  Company"), certify that: - the annual report on Form 20F of the Company for the fiscal year ending January 31, 2008      as filed with the Securities and Exchange Commission on the date hereof (the      "report") fully complies with the requirements of Section 13(a) or 15(d) of the      Securities and Exchange Act of 1934; and 
- the information contained in the Report fairly presents, in all material respects, the      financial condition and results of operations of the Company. 

/s/ Kimberly Koerner Kimberly Koerner Director July 27, 2008****************************************************************************************************************************************************************************************************************************************************************