OMB APPROVALOMB Number: 3235-0288 Expires: January 31, 2012 Estimated average burden Hours per response: 2611.00****UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F**

 

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

 
X**ANNUAL REPORT    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the fiscal year ended January 31, 2009**

**OR**

 
**TRANSITION REPORT    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**For the transition period from             to             .**

**OR**

 
**SHELL COMPANY    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
**Date of event requiring this shell company report             **

 

Commission file number: 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) 

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

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

____________________________________ 

 

____________________________________
Name of each exchange on which registered 

____________________________________

 

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

 
SEC 1852 (05-06)
**Persons who respond to the    collection of information contained in this form are not required to respond unless the    form displays a currently valid OMB control number**
Securities for which there is a reporting obligation pursuant to Section    15(d) of the Act. 
(Title of Class)
Indicate the number of outstanding shares of each of the issuer'sclasses of capital or common stock as of the close of the period covered by the annualreport.

83,194,825 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 has submitted electronically and postedon its corporate Web site, if any, every Interactive Data File required to be submittedand posted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submitand post such files) 

______Yes _____No 

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

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

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

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

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

___X___ Item 17 ________Item 18 

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

______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 6ITEM 2 OFFER STATISTICS AND EXPECTED    TIMETABLE 6 ITEM 3 KEY INFORMATION 6 *A.**Selected financial data*6 *B.**Capitalization and indebtedness*7 *C.**Reasons for the offer and use of    proceeds*7 *D.**Risk factors*8 ITEM 4 INFORMATION ON THE COMPANY 10 *A.**History and development of the    company*10 *B.**Business overview*10 *C.**Organizational structure*18 *D.**Property, plants and equipment*18ITEM 5 OPERATING AND FINANCIAL REVIEW    AND PROSPECTS 38 *A.**Operating results*38*B.**Liquidity and capital resources*40*C.**Research and development, patents    and licenses, etc.*45 *D.**Trend information*45*E.**Off balance sheet arrangements*46*F.**Tabular disclosures of    contractual obligations*46 *G.**Safe harbor*47 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND    EMPLOYEES 47*A.**Directors and senior management*47*B.**Compensation*49*C.**Board practices*52 *D.**Employees*57*E.**Share ownership*57ITEM 7 MAJOR SHAREHOLDERS AND RELATED    PARTY TRANSACTIONS 57 *A.**Major shareholders*57B. *Related party transactions*58 C. *Interests of experts and counsel*58ITEM 8 FINANCIAL INFORMATION 58 *A.**Consolidated statements and other    financial information*58*B.**Significant changes*58ITEM 9 THE OFFER AND LISTING 61*A.**Offer and listing details*61*B.**Plan of distribution*62*C.**Markets*62 *D.**Selling shareholders*62*E.**Dilution*62*F.**Expenses of the issue*62 ITEM 10 ADDITIONAL INFORMATION 62*A.**Share capital*62*B.**Memorandum and articles of    association*62*C.**Material contracts*62 *D.**Exchange controls*63*E.**Taxation*65*F.**Dividends and paying agents*66 *G.**Statement by experts*66 *H.**Documents on display*66*I.**Subsidiary information*66ITEM 11 QUANTITATIVE AND QUALITATIVE    DISCLOSURES ABOUT MARKET RISK 67 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN    EQUITY SECURITIES 68 PART IIITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND    DELINQUENCIES 68ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS    OF SECURITY HOLDERS AND USE OF PROCEEDS 68ITEM 15 CONTROLS AND PROCEDURES 69ITEM 16 [RESERVED] 69 ITEM 16A AUDIT COMMITTEE FINANCIAL REPORT 69ITEM 16B CODE OF ETHICS 69 ITEM 16C PRINCIPAL ACCOUNTANT FEES AND    SERVICES 69ITEM 16D EXEMPTIONS FROM THE LISTING    STANDARDS FOR AUDIT COMMITTEES 69ITEM 16E PURCHASES OF EQUITY SECURITIES BY    THE ISSUER AND AFFILIATED PURCHASERS69 ITEM 16F CHANGES IN REGISTRANT'S    CERTIFYING ACCOUNTANTS 70ITEM 16G CORPORATE GOVERNANCE 70 PART IIIITEM 17 FINANCIAL STATEMENTS 70 MANAGEMENT'S DISCUSSION &    ANALYSIS 116ITEM 18 FINANCIAL STATEMENTS 154 ITEM 19 EXHIBITS 154SIGNATURES 154CERTIFICATIONS 155 CERTIFICATIONS PURSUANT TO    SECTION 906 157 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, 2009, 2008, 2007, 2006, and 2005. 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, Kentucky Standard Energy Company Inc., and Manhattan Mining Co., both UnitedStates 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 21 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) Statement of Operations **2009****2008****2007****2006****2005****(Restated1)**(Restated1) Revenue $0 $0 $0 $0 $0 Interest Income $115,822 $396,294 $391,420 $0 $0 Expenses ($783,238) ($2,270,313) ($4,902,903)($1,306,963) ($572,318) Net loss for the year ($872,981) ($1,180,034)($4,511,483)($1,674,430) ($475,409) Deficit, beginning of year ($16,070,582) ($14,810,739)($9,760,289) ($7,865,190)($7,389,781) Deficit, end of year ($15,848,161) ($14,975,180)($14,135,735) ($9,760,289)($7,865,190) Loss per common share:Basic and diluted loss ($0.01) ($0.01)($0.07)($0.03) ($0.01) per share Weighted Average Shares Outstanding 83,194,825 82,983,768 73,771,233 53,907,094 41,090,912 
 
**Balance Sheet**      
Year    Ended January 31 
**2009****2008**
**2007****2006****2005**(Restated1) (Restated1) Current Assets $2,048,098 $8,006,287$10,438,324 $1,445,200 $541,835 Exploration Properties $19,007,396 $13,895,392$8,547.743 $3,810,519$2,664,127 Equipment, net $1,059,744 $1,483,690$2,056,392$1,258,994 $37,735 Total Assets $22,506,672 $23,588,555$21,224,226 $6,646,480 $3,237,383 Current Liabilities $190,288$220,737$202,157$221,733 $104,087 Net Assets $22,084,374 $23,164,632$20,840,302 $6,292,080 $3,133,296 
1. For details see Note 20 of the Royal Standard Minerals ConsolidatedFinancial Statements (Audited) for the Years ending January 31, 2009 and 2008. 

*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, 
2004    2005 2006 2007 2008 High for the period .8493 .8689 .9148 1.0220 1.0291 **Low for the period .7196 .7871 .8475 .8460 .7709 **Average rate for    the period(1)
    .7716    .8253     .8821     .9353     .9334 **Rate at end of period .8308 .8577 .8581 1.0120 .8170 **(1) Based on the average exchange rates on the last day of each month during theapplicable 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 has been sporadic andvery limited and no assurance can be given that an active trading market will develop orbe sustained. Investment in Royal Standard is, therefore, not suitable for any investorswho may have to liquidate their investments on a timely basis and should only beconsidered by investors who are able to make 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, 2009, the Company had an accumulated deficit of U.S.$15,848,161. 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, 2009, the Company had outstanding options to purchasean aggregate of 7,606,500 Common Shares. There were no warrants outstanding as of January31, 2009. All of the foregoing securities represent the right to acquire Common Shares ofthe Company during various periods of time and at various prices. Holders of thesesecurities are given the opportunity to profit from a rise in the market price of theCommon Shares and are likely to exercise its securities at a time when the Company wouldbe able to obtain additional equity capital on more favorable terms. Substantial sales ofCommon Shares pursuant to the exercise of such options and warrants could have a negativeeffect on the market price for the 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. OnJanuary 4, 2002 the Company was continued from the laws of Canada (Canada BusinessCorporations Act) to the laws of the Province of New Brunswick (New Brunswick CorporationsAct). On February 17, 2004 under the laws of the Province of New Brunswick the articleswere amended to provide for an unlimited number of common shares and an unlimited numberof special shares. On July 23, 2007 the Company was continued from the laws of theProvince of New Brunswick to the laws of Canada. The Company currently trades on theUnited States Over-the-Counter Bulletin Board symbol RYSMF. 

The registered office of Royal Standard is located at 50 RichmondStreet East, Suite 101, Toronto, Ontario M5C, 1N7 and the principal office of RoyalStandard is located at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company alsohas an office at One Main 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 and coal in the state of Kentucky. The Company owns a 100% interest ineight (7) projects in three (3) gold-silver districts in Nevada. These projects includethe Goldwedge project in Nye County, the Pinon, Railroad and Dark Star projects in ElkoCounty, the Fondaway Canyon, Dixie-Comstock projects in Churchill and the Campton projectin Wolfe County, Kentucky. 

**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, isconsidered one of the best known projects in the district for development of anunderground mine. The property contains very good exploration potential for future growth.Based upon the results of approximately 75 drill holes primarily within the central zoneover a strike length of 1,000+ feet and 100'-500' of vertical extent reveal continuousgold oxide mineralization of potential mineable thickness and quality. RSM has analyzedall of the drill data as part of a detailed geologic inventory of the deposit. 

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

The Goldwedge deposit occurs at the intersection of north and northwesttrending faults. In the deposit area, the north trending Reliance fault is mineralizedwithin the Ordovician Zanzibar limestone and siltstone. The target mineralization occurswithin multiple high angle structures over a width of between 100-200 feet primarilywithin the Zanzibar limestone. RSM has evaluated all of the pertinent drill data as partof a detailed inventory of the deposit geometry, size and overall grade. The currentexploration model suggests that the Goldwedge deposit and the extensions may contain aneconomically significant gold resource at depth near the contact with the ManhattanCaldera margin. 

The Gold Wedge project represents the most advanced project located inthe Manhattan district about eight (8) miles south of the Round Mountain mine and has beenissued a mine and mill permit by the Nevada Department of Environmental Protection (NDEP).The Company has completed construction of a processing plant on site which includesprimary and secondary crushing facilities that feed a gravity recovery system. Inaddition, a heap leach pad, silt and fresh water ponds have been completed. Testing of thevarious mineral processing functions commenced during April 2007 using previouslyextracted stockpiles of low grade gold feed material to process into gold dore' using theCompany's smelter. The Company has also commenced the underground development programwhich includes the exploration of defined mineralized zones concurrently with the secondphase of decline development. The program has concentrated on the development of a spiraldecline as a means to better explore the deposit at depth. As part of the program a seriesof crosscuts were constructed at specific intervals to effectively assess the potentialmineralized zones. All material is sampled daily and analyzed for gold onsite at theCompany assay laboratory. The bulk sampling program is well underway and includes severalmonths of stockpiled material on the surface. 

On June 29, 2005 the Company entered into a 5-year Purchase OptionAgreement with a private individual for all of his patented and unpatented mining claimsin the Manhattan Mining District located in Nye County, Nevada. The land package totalsapproximately 1600 acres (4 patented, 70 unpatented claims). This property positionadjoins the Company's Gold Wedge property. The land package includes a number ofexploration targets which are of interest to the Company. In addition, the Company'soption includes the Dixie-Comstock claim group located in Churchill County, Nevada. TheDixie- Comstock is a 1500 acre property containing a gold system that has been explored bya number of major mining companies over the past 20 years. It is considered to be anattractive advanced exploration project. Annual option payments of $48,000 are to beapplied to a total purchase price of $600,000 to be exercised by August 1, 2009. TheCompany is exercising its purchase option on July 31, 2009. 

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

Currently Sierra Power, a commercial electric supplier, services thissite. The Company has all of the necessary water rights secured from the State of Nevada. 

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $15,177,300 wereincurred on the Gold Wedge Project consisting of: (1) acquisition costs - $721,647; (2)travel - $325,363; (3) mine development costs - $1,036,117; (4)drilling - $948,995; (5)general exploration $133,353; (6) $72,636 - professional fees; (7) consulting, wages andsalaries - $4,699,163; (8) office and general - $1,556,194; (9) analysis and assays -$147,627; (10) supplies, equipment and transportation - $3,632,598; and (11) amortization- $1,903,607. These costs were incurred in connection with various activities the Companyperformed on a discretionary basis. 

*Future Programs*

During the upcoming year management is anticipating to advance theproduction potential on the Gold Wedge project by incurring further explorationexpenditures and upgrading the plant. 

**This project is an advanced exploration project without knownreserves and the proposed program is exploratory in nature. *Pinon and Railroad Projects-Carlin Trend South*
This project is located approximately 20 miles south of the town ofCarlin, Nevada in Elko County, Nevada. The project land position is located east of Nevadastate route 276 and extends for 10+ miles in a north-south direction south of the town ofCarlin. The best access to the project is via I-80 to Carlin and south on route 276 to theproperty position. 

The land position includes unpatented BLM lands, patented lands and feelands. 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 15,000acre land position. 

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

The Pinon and Railroad projects are located on the southern portion ofthe Carlin Trend immediately south of Newmont's Rain gold district. The Carlin Trend isone of the most prolific gold trends in the world and has produced more than 50 millionounces of gold. The properties are located within a well-mineralized region, whichsupports 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 and1990's. Since the mid-1990's the cumulative knowledge of "Carlin-type" golddeposits has expanded tremendously. This expanded knowledge can be used to re-interpretall of the available data, which may identify new exploration targets on the groundcontrolled by RSM. Also, during the past 10+ years numerous high-grade gold deposits havebeen discovered along the Carlin Trend that can be mined using underground techniques.Many of these deeper deposits are associated with surface oxidized gold deposits.Essentially no significant deeper exploration has been conducted under the Pinon andRailroad deposits, or at other places on the property. The exploration opportunity offersthe possibility for discovery of additional gold deposits at Pinon-Railroad. 

The Railroad project increased the property position within thedistrict to approximately 10,500 acres of leases and includes unpatented and patentedmining claims. This effort included the acquisition of nearly 500 unpatented and 19patented 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 atboth deposits. At Rain, the mineralization occurs within and closely associated with theRain Fault. On the southern portion of the property position, the Pinon Au-Ag project, theknown 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 feetbelow the surface. 

The Pinon and Railroad projects include approximately 17,000 acrescomprising unpatented BLM lode mining claims, patents and leased fee lands. The focus ofRSM'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-silverdeposits. The depth extensions of these deposits are not well understood, as deeperdrilling has not been sufficient to develop an acceptable understanding of thismineralization. 

The Company has developed the necessary construction plans for thePinon-Railroad project including surface, heap leach facilities design and open pitmodeling of the deposits. All of this work has been completed in preparation for thefiling of a mining permit application with the US Bureau of Mines (BLM) and the NevadaDepartment of Environmental Protection (NDEP). A second objective is to update thefeasibility studies for the Pinon/Railroad near surface oxide deposits. 

The Pinon project is made up of a number of lease agreements to leasecertain properties in Elko County, Nevada. The Company is obligated to incur payments of$132,340 and incur exploration expenditures totaling $125,000 to keep the leases in goodstanding for the year ended January 31, 2010. The lessors will retain a 5% net smelterreturn royalty. 

The Railroad project is made up of two lease agreements to leasecertain properties in Elko County, Nevada. The Company is obligated to incur payments of$55,000 and extend the option agreement or exercise the purchase option by paying$1,765,000 on or about August 1, 2009. The lessors will retain a 1% net smelter returnroyalty if the option to purchase is exercised. 

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

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $2,391,135 wereincurred on the Pinon 

- Railroad Project consisting of: (1) property acquisition costs -$1,016,217; (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration -$7,765; (5) professional fees - $66,273; (6) office and general - $98,120; (7) geologist -$32,653; (8) consulting, wages and salaries - $659,077; (9) reclamation costs - $167,785;(10) analysis and assays - $74,042; and (11) supplies, equipment and transportation -$60,277. These costs were incurred in connection with various activities performed by theCompany on a discretionary basis. 

*Future Programs*

In order to keep the Railroad project in good standing the Company mustsuccessfully negotiate an extension, successfully negotiate the sale or successfullynegotiate a financing to exercise the purchase of the leased property. Other than keepingthe leases in good standing there is no exploration program anticipated on this projectfor the year ended January 31, 2010. 

**The property is without known reserves and the proposed program isexploratory in nature. *Fondaway Canyon Project*
The 100% controlled Fondaway Canyon gold project is located inChurchill County, Nevada in the Stillwater range. The project is accessible east fromFallon, Nevada via State of Nevada route 116 an unpaved road. The Fondaway deposit islocated on the west flank of the Stillwater Range at Fondaway Canyon. 

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

The vertical extent tested by recent drilling of the higher grade goldmineralized shear zones is greater than 1,000 feet. Horizontal continuation of goldmineralization as at the Paperweight and Hamburger Hill mineralized shear zone is 3,700feet with widths commonly between 5'-20+ feet. Drilling and assay records indicate that568 holes have been drilled for a total estimated footage of 200,000 feet of RC drillingand 22,000 feet of core drilling to include 455 reverse circulation, 49 core holes and 64air 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 operateda 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 acquiredthe property from NCI in early 2003 as part of a property swap with NCI retaining a 1% NSRoverriding royalty in the Fondaway Canyon property and $25,000 advance minimum royaltypayments to the claim holder until 2006 at which time the payments increase to $35,000 peryear that includes a 3% NSR royalty until buyout. There is a buyout option of $600,000 forthe owners' interest. 

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

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $302,279 were incurredon the Fondaway project consisting of: (1) property acquisition costs - $283,003; (2)travel - $3,279; (3) drilling - $15,646; and (4) analysis and assays $351. These costswere incurred in connection with various activities performed by the Company on adiscretionary basis. 

*Future Programs*

The Company is planning to perform exploration drilling and permittingwork totaling approximately $640,000 for the year ended January 31, 2010 on the Fondawayproject. 
**The property is without known reserves and the proposed program isexploratory 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 milessouth of Round Mountain. The Manhattan project is located approximately 7 miles east ofroute 376 on route 377 and 1.5 miles west of the town of Manhattan. 

The Manhattan/Round Mountain Caldera program is the Company's mostadvanced district play includes the Goldwedge advanced exploration program. The landposition in the Manhattan Mining District is comprised of 70 unpatented and 3 patentedlode-mining claims. An underground development program to include drill testing theextensions of the Goldwedge deposit in addition to the evaluation of several additionallode and placer properties that the Company controls in the district could significantlyincrease the gold resource estimates. 

Freeport Gold, Tenneco (Echo Bay) recognized the potential of thedistrict (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 miningcompanies did not consider the underground development projects feasible. AlthoughSunshine Mining Co. considered an underground mine development in 1988 on the Goldwedgedeposit, continued exploration by Crown Resources and others on the Company's claimsindicated sections (5+'-30') of potentially mineable grades greater than 0.5 opt gold. Thecontinued downturn in the gold market, tightened corporate budgets and high holding costsfor the properties forced many companies to turn back the land positions to the claimowners. 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 indicatingpositive results. 
***Kentucky Project*
In an effort to achieve diversity within its natural resourceportfolio on November 19, 2008, the Company and Sharpe Resources Corporation("Sharpe") entered into an option agreement whereby the Company agreed to anoption to acquire a 50% interest in coal properties in eastern Kentucky by advancing tothe project $2 million prior to December 9, 2009. Once the option is exercised by theCompany a 50/50 Joint Venture agreement will be entered into between the Company andSharpe at which time all expenditures incurred and revenues earned from the coal projectswill be shared 50 % by the Company and 50% by Sharpe. 

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

Under the terms of the option agreement a 100% interest in a surfacemine coal project in Wolfe County, Kentucky was acquired. The transaction costs included$250,000 to acquire the project and $178,700 for a reclamation bond to cover the state ofKentucky reclamation requirements for this property. The property consists ofapproximately 974 acres of coal mineral rights under lease and includes an approvedKentucky Mining Permit, I.D. No. 919-0066. 

The Campton Coal Project is approximately 5 miles southeast of the Townof Campton adjacent to a paved highway 15 and is situated in Wolfe County at an elevationof 900 feet. The topography is gently rising to rolling and moderately steep terrain thatreflects a dendritic drainage pattern of valleys and ridges that occur at the head ofthese drainages. The ridge elevations within the project area are on the order of900-1,250 above sea level with the valley floors in the 900-1,000 feet above sea level.The area is covered with a hard wood forest that is well supplied with regular rainfalland ample vegetation. Electrical power was installed from a nearby power line crossing theproperty from the Licking River Electric Cooperative. The nearest large city is Lexington,Kentucky located approximately 70 miles northwest of the project area. 

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $1,136,682 wereincurred on the Wolfe County, Kentucky project consisting of: (1) property acquisitioncosts - $418,000; (2) travel - $13,827; (3) professional fees - $48,680; (4) consulting,wages and salaries - $163,828; (5) office and general - $60,655; (6) supplies, equipmentand transportation - $306,805; (7) rent - $93,260; (8) Reclamation costs - $19,277 and (9)amortization - $12,350. These costs were incurred in connection with various activitiesperformed by the Company on a discretionary basis. 

*Future Programs*

In order to keep the Kentucky project in good standing the Company mustsuccessfully negotiate an extension, successfully negotiate the sale or successfullynegotiate a financing to exercise the option under the option agreement. 
**C. Organizational structure. 
The Company has two wholly owned subsidiaries, Kentucky StandardEnergy Company Inc., and Manhattan Mining Co., both United States Companies. 
**D. Property, plants and equipment. 
The registered office of Royal Standard is located at 360 BayStreet, Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard islocated at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an officeat 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 inNye County, Nevada, (Figure 1 below). Located within the southern Toquima Range of centralNevada, the elevation ranges from 6,800 feet to 7,800 feet. The topography is gentlyrising to rolling and ruggedly steep along the north-south trending mountain range. Theresource occurs under a gravel covered dry drainage valley north of paved highway 377. Thetown of Tonopah is 50 miles south of the deposit and is considered the most favorablelocation for accommodations. Tonopah is also the county seat for Nye County. 

Currently Sierra Power, a commercial electric supplier, services thissite. 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 
23 suggests that the Goldwedge deposit and the extensions may contain    an economically significant gold resource at depth near the contact with the Manhattan    Caldera margin. 
The first potential mine development program is the 100% owned    Goldwedge deposit located within the Manhattan Mining District. The Goldwedge deposit is    located approximately 8 miles south of the large Round Mountain gold mine. All mine and    mill (plant) and water use permits were achieved in early, 2004. Also, in 2004 the Company    constructed a 700 foot (underground) decline and cross cut to test one of the gold    mineralized structures within a 100+ wide structural zone. Additionally, RSM completed the    surface facilities necessary to process the material to be mined onsite to include silt    ponds, ore pad and the onsite gold processing plant. The Company acquired a full    production scale gold recovery (gravity) plant that will be utilized to process the mined    material as part of the test mining program. 
The underground bulk sampling and decline development program continued    during 2007, although the underground effort was hampered by the effects of groundwater.    As of 2008 the Company has completed approximately 5,000 feet of underground development    to include decline development and a series of cross cuts have been completed. A    dewatering well was drilled in 2008 to reduce and control the water levels within the    mine. In 2007 the treatment of lower grade mined material continued with the processing    this material through an onsite (gravity) plant. The surface facilities and the gold    recovery plant were completed in 2005 and modified in 2006-2007 as a means to improve gold    recoveries. 
During the year ending January 31, 2009, 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 inception of January 31, January 31, January 31,    exploration For the years ending 2009 2008 2007 phase 
Gold Wedge Project Opening balance $11,866,061 $6,912,843 $2,857,531 $0 Property Acquisition costs 121,785 93,463 171,376 721,647 Travel 35,222 77,588 77,737 325,363 Mine development costs 53,909 241,075 293,519 1,036,117 Drilling 64,356 606,223 53,185 948,995 General exploration 0 0 5,023 133,353Professional fees 0 0 0 72,636 Consulting 1,228,118 1,146,119 1,377,706 4,699,163 Office and general 410,285 729,941 335,767 1,556,194 Analysis and assays 29,006 23,899 30,063 147,627 Supplies, Equipment andtransportation 869,750 1,389,747 1,171,969 3,632,598Amortization 498,808 645,163 538,967 1,903,607 Activity during the period 3,311,239 4,953,218 4,055,312 15,177,300 Closing balance $15,177,300 $11,866,061 $6,912,843 $15,177,300 
The underground program has several objectives including a test mining    program and the establishment of the appropriate mining methods that will be applied to    the future development of the property. 
The underground development as well as surface and underground drilling    will be directed toward expanding the resources on this property as well as the completion    and testing of the gravity recovery plant design. The plant has been modified over the    past two years to include a two-ball mill circuit. The onsite plant has been modified over    the two years with the grinding circuit that includes two 6' x 6' ball mills. Operation of    this plant in 2008 indicates that subsequent to the test mining program there is a need to    install a larger grinding facility in order to increase production throughput of the    underground production. 
The results of the last 12 months support further investment and a    continuation of the mining and milling program for this project. The projected    expenditures for the next 12 months are expected to be approximately $3 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. In order to complete all of the planned    activities in 2009 the Company will need to raise capital. 
This project is an advanced exploration project without known reserves    and the proposed program is exploratory in nature. 
*Pinon and 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 Pinon property currently consists of a contiguous land block of 39 unpatented    mining lode claims - claim fractions that are located in surveyed Township 30 North, Range    53 East, Section 22, (Mount Diablo Meridian), Elko County, Nevada (Fig 5.). The current    Pinon land position covers an area of approximately 2,720 acres (~ 1101 hectares). The    land position includes unpatented BLM lands, patented lands and fee lands. All payments,    maintenance fees to federal and state authorities are current. Landowner option payments    are also current and in good standing for this more than 18,000 acre land position.    Included in the land block are the following claims: 
County Recordation Claim Name BLM Serial # Book Page Acres TC-1 thru TC-10 NMC 125638    thru NMC 
133862 304 6 thru 15 180 
TC-11 NMC 133862 309 114 20 
TC-12 thru TC-28 NMC 148871 thru NMC 148887 329 58 thru 74 320 
TC-29 thru TC-39 NMC 403761 thru NMC 558 426 thru 436 200 403771 
The TC claim group is under (100%) control by 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 Cash 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 2009 $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 approximately 5    miles south of Newmont's Rain gold district. The Carlin Trend is one of the most prolific    gold trends in the world and has produced more than 50 million ounces of gold. The    properties are located within a well-mineralized region, which only adds to the potential    for expanding the known gold deposits and making new discoveries. Much of the district    wide exploration was undertaken prior to the start of the 1980's and 1990's. Since the    mid-1990's the cumulative knowledge of "Carlin-type" gold deposits has expanded    tremendously. This expanded knowledge can be used to re-interpret all of the available    data, which may identify new exploration targets on the ground controlled by RSM. Also,    during the past 10+ years numerous high-grade gold deposits have been discovered along the    Carlin Trend that can be mined using underground techniques. Many of these deeper deposits    are associated with surface oxidized gold deposits. Essentially no deeper exploration has    been conducted under the Pinon and Railroad deposits, or at other places on the property.    The exploration opportunity offers the possibility for discovery of additional gold    deposits at Pinon-Railroad. 
The 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 preliminary construction plans for the    Pinon-Railroad project including surface, heap leach facilities design and open pit    modeling of the deposits. The near term objective is to proceed with achieving a mining    permit for the Pinon and Darkstar projects. 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 package. 
*Project Expenditures*
To January 31, 2009, cumulative expenditures of $2,391,135 were    incurred on the Pinon - Railroad Project consisting of: (1) property acquisition costs -    $1,016,217; (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration -    $7,765; (5) professional fees - $66,273; (6) office and general - $98,120; (7) geologist -    $32,653; (8) consulting, wages and salaries - $659,077; (9) reclamation costs - $167,785;    (10) analysis and assays - $74,042; and (11) supplies, equipment and transportation -    $60,277.  These costs were incurred in connection with various activities performed    by the Company on a discretionary basis. 
        For the years ending         January 31, 2009         January 31, 2009         January 31, 2009 Cumulative from date of inception of        exploration phase Opening balance $1,451,428 $1,148,259 $762,285 $0 Property Acquisition costs 111,617 19,017 34,047 556,204 Travel 51,498 14,978 0 78,326 Drilling 0 0 8,333 130,600 General exploration 0 0 0 7,765 Professional fees 0 0 0 66,273 Office and general 54,413 15,296 98,120 Geologist 0 0 0 32,653 Consulting 256,585 207,590 151,133 659,077 Reclamation costs 0 0 167,785 167,785 Analysis and assays 0 7,171 9,380 74,042 Supplies, Equipment andtransportation 59,9940 0 0 60,277 Activity during the period 479,694 303,169 385,974 1,931,122 Closing balance $1,931,122 $1,451,428 $1,148,259 $1,931,122 Railroad Project Opening balance $331,446 $215,813 $175,670 $0 Property Acquisition costs 128,567 115,633 40,143 460,013 Activity during the period 128,567 115,63340,143460,013 Closing balance$460,013$331,446$215,813$460,013 
In order to keep the Railroad project in good standing the Company must    successfully negotiate an extension, successfully negotiate the sale or successfully    negotiate a financing to exercise the purchase of the leased property. Other than keeping    the leases in good standing there is no exploration program anticipated on this project    for the year ended January 31, 2010. 
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 can supply power to 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        apply to the purchase price         3% NSR         July 2013         $600,000 
All of the maintenance filing fees are current and in good standing. 
Nearly-vertical, east-west trending mineralized shear zones host the    Half Moon, Paperweight, Hamburger Hill and South Pit gold resources that is hosted within    a Mesozoic sedimentary package. The Mesozoic sedimentary package has been intruded by a    Mesozoic-Tertiary aged intrusive. 
The vertical extent tested by recent drilling of the higher grade gold    mineralized shear zones is greater than 1,000 feet. Horizontal continuation of gold    mineralization as at the Paperweight and Hamburger Hill mineralized shear zone is 3,700    feet with widths commonly between 5'-20+ feet. Drilling and assay records indicate that    568 holes have been drilled for a total estimated footage of 200,000 feet of RC drilling    and 22,000 feet of core drilling to include 455 reverse circulation, 49 core holes and 64    air track holes over a strike length of approximately 12,000 feet. Tenneco Minerals Inc.,    the most active company, drilled approximately 350 holes (130,000 feet) and drove a 500'    adit for sulfide metallurgical sampling during the period 1987-1996. Tenneco also operated    a small oxide gold open pit mine for a short time during this period. Nevada Contact Inc.    (NCI) acquired the property in 2001 and drilled 11 reverse circulation holes, RSM acquired    the property from NCI in early 2003 as part of a property swap with NCI retaining a 1% NSR    overriding royalty in the Fondaway Canyon property and $25,000 advance minimum royalty    payments to the claim holder until 2006 at which time the payments increase to $35,000 per    year that includes a 3% NSR royalty until buyout. There is a buyout option of $600,000 for    the owners' interest, option payments apply to the purchase price. 
Drill testing of the Tenneco leach pad was unsuccessful in terms of any    support to continue to further evaluate the potential to do anything with the leach pad.    RSM plans are to further drill test the sulfide resource as part of a program to upgrade    the indicated and inferred resources on the property. This program will involve drilling    underground within the Tenneco adit along with a surface drilling program. A bulk sampling    program for metallurgical analysis of the sulfide resource will also be included as part    of an effort to develop a gold recovery process that will achieve the desired results.    This effort is subject to achieving the necessary state of Nevada permits. 
Estimates of prior expenditures on this property are approximately $5-6    million. The largest portion of these expenditures was contributed by Tenneco Minerals and    Tundra Mines LTD. This work included extensive drilling, development of a small open pit    production project and an advanced exploration adit on the property. A table of detailed    expenditures follows: 
Cumulative from date of inception of 
January        31, January 31, January 31, exploration For the years ending 2009 2008 2007 phase Fondaway Project Opening balance $246,457 $162,778 $127,652 $0 Property Acquisition costs 55,822 64,754 35,126 283,003 Travel 0 3,279 0 3,279 Drilling 0 15,646 0 15,646 Analysis and assays 0 0 0 351 Activity during the period 55,822 83,679 35,126 302,279 Closing balance $302,279 $246,457 $162,778 $302,279 
*Future Programs*

The Company is planning to perform exploration drilling and permitting    work totaling approximately $640,000 for the year ended January 31, 2010 on the Fondaway    project. 

The property is without known reserves and the proposed program is    exploratory in nature. 
*Kentucky Project*
In an effort to achieve diversity within its natural resource portfolio    on November 19, 2008, the Company and Sharpe Resources Corporation ("Sharpe")    entered into an option agreement whereby the Company agreed to an option to acquire a 50%    interest in coal properties in eastern Kentucky by advancing to the project $2 million    prior to December 9, 2009. Once the option is exercised by the Company a 50/50 Joint    Venture agreement will be entered into between the Company and Sharpe at which time all    expenditures incurred and revenues earned from the coal projects will be shared 50 % by    the Company and 50% by Sharpe. 

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

Under the terms of the option agreement a 100% interest in a surface    mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included    $250,000 to acquire the project and $178,700 for a reclamation bond to cover the state of    Kentucky reclamation requirements for this property. The property consists of    approximately 974 acres of coal mineral rights under lease and includes an approved    Kentucky Mining Permit, I.D. No. 919-0066. 

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

Within Wolfe County, the Company holds mining interests from seven    properties, containing six coal seams capable of production, namely, in order from the    bottom sequence to the top: 1) Vires, 2) Grassy, 3) Cannel City, 4) Whitesburg, 5) Fire    Clay and 6) Fire Clay Rider, hereinafter known as the Seams. The Seams range in thickness    from 12 inches up to nearly 30 inches within the leasehold boundary. These are the    surface-minable coals, with no standard room and pillar or long-wall section method    deep-mineable coal present, as known to date. The Campton mine is made up of seven (7)    separately owned land parcels having coal mining rights by all methods, aggregating 974    acres. Of the 974 acres, 272.19 acres are permitted for surface mining. 

 

**Original Owner or Lessor**
**Area (acres)**
**Mining Types**
**Kentucky Seam(s)**
**Royalty Rate**
David Rudd 
280 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
Kevin and    Tara Patton 
85 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
Earl Patton 
150 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
William and    Maggie Hutton 
90 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
Elizabeth    and Taylor Caldwell 
109 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
Pauline    Caldwell 
110 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
Wick &    Phyllis Clemons 
150 +/- 
C/Area 
All Seams 
6% F.O.B.    Pit 
** **Original Owner or Kentucky Lessor Area (acres) Mining Types Seam(s) Royalty    Rate 
David Rudd 280 +/-C/Area All Seams 6% F.O.B. Pit Kevin and Tara 85 +/-C/Area All Seams    6% F.O.B. Pit Patton Earl Patton 150 +/-C/Area All Seams 6% F.O.B. Pit William and 90    +/-C/Area All Seams 6% F.O.B. Pit Maggie Hutton Elizabeth and 109 +/-C/Area All Seams 6%    F.O.B. Pit Taylor Caldwell Pauline 110 +/-C/Area All Seams 6% F.O.B. Pit Caldwell Wick    & Phyllis 150 +/-C/Area All Seams 6% F.O.B. Pit Clemons 
C/Area = Contour and Auger/Area or Mountain-top Removal; 
F.O.B. = Freight on Board sales prices, with deductions for freight and sales    commissions 
*Project Expenditures*
To January 31, 2009, cumulative expenditures of $1,136,682 were incurred on the Wolfe    County, Kentucky project.

Cumulative from date of inception of 
January        31, January 31, January 31, exploration For the years ending 2009 2008 2007 phase **Kentucky Project**        Opening balance         Property Acquisition costs Travel         Reclamation Costs Professional fees         Consulting, wages and salaries Office and general         Supplies, equipment & transportation        Rent         Amortization $0         418,000 13,827         19,277         48,680 163,828 60,655        306,805 93,260         12,350         $0         $0         $0         418,000        13,827 19,277 48,680 163,828 60,655         306,805 93,260 12,350 Activity during the period 1,136,682 0 0 1,136,682 Closing balance $1,136,682$0$0 $1,136,682 
*Future Programs*

In order to keep the Kentucky project in good standing the Company must    successfully negotiate an extension, successfully negotiate the sale or successfully    negotiate a financing to exercise the option under the option agreement with the joint    venture partner. 

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

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

The increase of $33,536 in net loss was principally due to: 
- A decrease in interest income of $280,472 from January 31, 2008 to        January 31, 2009. This decrease being the result of less cash resources being invested in        money market funds and lower interest rates being paid on invested funds during the year        ended January 31, 2009. 
- During the year ended January 31, 2008 the interest income was offset by        a write off of exploration properties in the amount of $145,460, stock-based compensation        of $853,953 and an increased consulting, wages and salaries of approximately $480,000.        None of these activities took place for the year ended January 31, 2009. 
- A decrease in foreign currency adjustments of $1,385,599 from January        31, 2008 to January 31, 2009. This decrease is the result of US foreign currency exchange        rate fluctuations between the two periods. 

*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. 
**B. Liquidity and capital resources. 
The activities of the Company, principally the acquisition of    properties prospective for gold and coal are financed through the completion of equity    transactions such as equity or debt offerings and the exercise of stock options. For the    year ended January 31, 2009, the Company raised no capital resulting in the cash resources    of the Company decreasing. The decrease in cash resources is a result of the use of such    resources to meet its commitments and to maintain its exploration projects and the payment    of general expenses of the Company. 

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

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

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

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

There are uncertainties regarding the price of commodities and the    availability of equity and debt financing for the purpose of mineral exploration and    development. The cautious behavior relative to the financial markets has made it difficult    to raise new capital. However, the Company is optimistic that equity and debt markets will    improve in 20092010. 

Current financial markets are likely to be volatile in Canada and the    United States for the remainder of fiscal 2009 and potentially into 2010, reflecting    ongoing concerns about the stability of the global economy and weakening global growth    prospects. As well, concern about global growth has lead to sustained drops in the    commodity markets. Unprecedented uncertainty in the credit markets has also led to    increased difficulties in borrowing or raising funds. As a result, the Company may have    difficulties raising equity or debt financing for the purposes of project development. 

Also see Items 4.B. and 5.A. above. 
**E. Off balance sheet arrangements. 
None 
**F. Tabular disclosures of contractual obligations. 
The Company's liabilities and obligations for the following five    years as of January 31, 2009, are summarized below: 

**More Contractual Obligations Less Than 1 Than 5 Total Year 1-3 Years 3-5 Years    Years 
Option Agreements (a) $700,000 $700,000 N/A N/A N/A Option to Purchase (b)    $2,173,000 2,173,000 N/A N/A N/A Mining Interests (c) $1,000,000 $200,000    $400,000 $400,000 N/A Employment Contract (d) 1,250,000 250,000 $500,000    $500,000 N/A - (a)
- Under the terms of the option agreement with Sharpe the Company is required to incur        expenditures of approximately $700,000 by December 9, 2009 to exercise its option. 
- (b)
- Under one of the Company's Railroad Projects lease agreements a payment of $1,765,000 is        required to exercise the option to purchase the leased property. In order for the Company        to continue to hold this lease it will have to either negotiate an extension to the        exercise date, obtain a financing to make the payment by August 1, 2009 or sell the lease        to a third party that will exercise the option to purchase. The Company also has a payment        in the amount of $408,000 to exercise its option to acquire some leased property in its        Gold Wedge Project. This option will be exercised by the Company. 
- (c)
- Includes optional payments and expenditures required in order to maintain its various        mining interests in good standing. A summary of fees is noted below: 

**Gold Wedge Project 
In order to maintain its lease agreements on the Gold Wedge Project, the Company    has to make monthly payments totaling $24,000 up to July 1, 2009, and pay claim renewal    fees to the Bureau of Land Management ("BLM"). Subsequent to year end the    Company exercised its purchase option on the Goldwedge project on March 31, 2009. 

**Pinion Project 
In order to maintain its lease agreements on the Pinion Project, the Company has to    make annual payments of $132,340 for the year ended January 31, 2010 and a commitment of    $125,000 in exploration expenses on fee lands and pay claim renewal fees to BLM. 
**Railroad Project 
In order to maintain the lease agreements on the Railroad Project, the Company has    to make optional payments of $8,000 before December 1, 2009, and pay claim renewal fees to    BLM. 
**Fondaway Project 
In order to maintain the lease agreements on the Fondaway Project, the Company has    to make optional payments of $35,000 before July 15, 2009 and has to pay claim renewal    fees to BLM. - (d)
- The Company has an employment contract dated January 1, 2006 with Mr. Larsen the CEO of        the Company. The contract is for a term of five years, allows for a base salary of        $250,000 per year and also provides for an additional annual bonus payment. Should the        contract be terminated prior to the five year term, the contract has an early termination        compensation clause whereby the total amount still outstanding for the remainder of the        five year term will be paid to Mr. Larsen. 
- 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. 

**BOARD TERM NAME OFFICE HELD SINCE EXPIRES Roland M. Larsen President, Chief Executive Officer May, 1996 November, 2010 Heathsville, VA and Director Corporate Governance Committee J. Allan Ringler Director and CFO March 2009 November, 2010 Toronto, Ontario George A. Duguay Secretary March, 2009 November, 2010 Toronto, Ontario Kimberly L. Koerner Director and Treasurer May, 2001 November, 2010 Brambleton, VA Audit Committee James B. Clancy Director March, 2009 November, 2010 Toronto, Ontario Audit Committee (Chair) 
Paul G. Smith Director March, 2009 November, 2010 Toronto, Ontario        Audit Committee 
The following discussion provides information on the principal    occupations of the above-named directors and executive officers of the Company within the    preceding five years. 

*Roland M. Larsen*

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

*J. Allan Ringler*

Mr. Ringler has 20 years of experience providing corporate and    financial services to public companies. He has been President of Allan Ringler Services    Inc. since January 1989 and was previously a partner of Duguay & Ringler Corporate    Services, a provider of corporate and financial services to public companies, from January    1989 until February 2006. Mr. Ringler co-founded Equity Transfer & Trust Company    ("Equity Transfer"), a provider of transfer agent and corporate trust services,    acting as its President from November 2002 to January 2006. He has been a director of Grey    Horse Corporation, the parent company of Equity Transfer, since 2004 and is currently    Chief Executive Officer, President and a director of GA Capital Corp., a capital pool    company listed on the TSX Venture Exchange (the "TSXV"). Mr. Ringler holds a    Bachelor of Arts degree from the University of Western Ontario and a Bachelor of Commerce    degree from the University of Windsor. He is a Certified Management Accountant and a    member of the Institute of Chartered Secretaries and Administrators of Canada. 

*James B. Clancy*

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

*Paul G. Smith*

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

*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. 

*George A. Duguay*

George Duguay is a senior executive with experience in the technology,    financial services and resource industries. Since 1988 he has been the President of G.    Duguay Services Inc, a partner of Duguay & Ringler Corporate Services until February    2006. A provider of corporate and financial administrative services to public companies G.    Duguay Services Inc. continues to act as a consultant in this area. In addition, Mr.    Duguay was a founder of Equity Transfer and Trust Company, a provider of transfer agency    and corporate trust services. He is presently Corporate Secretary of three public    companies. During the period May 1993 to December 2004, Mr. Duguay served as Director of    Genesis Microchip Inc., the world's leading supplier of display image processors. Mr.    Duguay is a Certified General Accountant and an associate of the Institute of Chartered    Secretaries. 

**B. Compensation. 
*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 2009 2008 2007 $249,995 $249,995 $252,621 Nil $117,678 $170,000 Nil         Nil         Nil Nil         775,000 1,408,000 Nil         Nil        Nil Nil         Nil         Nil Nil         Nil         Nil Kimberly Koerner Director 2009 2008 Nil        Nil Nil $270,433 Nil         Nil Nil         360,000 Nil         Nil Nil        Nil Nil         Nil 
*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 rules 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 currently paid an    annual retainer fee of Cdn. $7,000 for their services as director. In addition, the    Chairman of the Audit Committee received an additional annual fee of Cdn. $5,000. 

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,    2009, no options were granted 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, 2009. 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 the    Chief Executive Officer, Mr. Larsen. 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 is currently one committee of the board of directors being    the audit committee. The board does not have, nor does it currently intend to form, a    nominating, compensation or corporate governance committee. It is the view of the board of    directors that its current size (five) is small enough to make such additional committees    counter-productive. In addition to regularly scheduled meetings of the board, its members    are in continuous contact with one another and with the members of senior management. If    the size of the board were to be enlarged or if the Company were to undergo a substantial    change in its business and operations, consideration would at that point be given to the    formation of additional committees. The mandate and activities of the Company's audit    committee is as follows: 

*Audit Committee*

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

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

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

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

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

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

a) Meet with the independent external auditors (the "auditors") and the    senior management of the Corporation to review the year-end audited financial statements    of the Corporation which require approval by the board of directors, prior to the issuance    of any press release in respect thereof; b) Review with senior management and, if    necessary, the auditors, the interim financial statements of the Corporation prior to the    issuance of any press release in respect thereof; 

c) Review the MD&A and press releases containing financial results of the    Corporation; d) Review all prospectuses, material change reports and annual information    forms; e) Review the audit plans and the independence of the auditors; f) Meet with the    auditors independently of management; g) In consultation with senior management, review    annually and recommend for approval by the board of directors: - (i)
- the appointment of auditors at the annual general meeting of shareholders of the        Corporation; 
- (ii)
- the remuneration of the auditors; and 

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

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

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

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

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

j) Review with the auditors the adequacy of management's internal control procedures    and management information systems and inquiring of management and the auditors about    significant risks and exposures to the Corporation that may have a material adverse impact    on the Corporation's financial statements, and inquiring of the auditors as to the efforts    of management to mitigate such risks and exposures; k) Monitor policies and procedures for    reviewing directors' and officers' expenses and perquisites, and inquire about the results    of such reviews; l) Review and approve written risk management policies and guidelines    including the effectiveness of the overall process for identifying the principal risks    affecting financial reporting; m) Review issues relating to legal, ethical and regulatory    responsibilities to monitor management's efforts to ensure compliance Including any legal    matters that could have a significant impact on the Corporation's financial statements,    the Corporation's compliance with applicable laws and regulations and inquiries received    from regulators of governmental agencies; and, n) Establish procedures for: - 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 Board of Directors as a whole takes custody of the Corporate Governance for the    Company and is responsible for the development, maintenance, and disclosure of the    Company's corporate governance practices. The mandate relating to Corporate Governance    includes: - developing criteria governing the size and overall composition of the Board; 
- conducting an annual review of the structure of the Board and its committees, as well as        of the mandates of such committees; 
- recommending new nominees for the Board (in consultation with the Chairman and the Chief        Executive Officer); and 
- recommending the compensation of directors ensuring that the Company's policy on        disclosure and insider trading, including communication to the different stakeholders        about the Company and its subsidiaries, documents filed with securities regulators,        written statements made in documents pertaining to the Company's continuous disclosure        obligations, information contained on the Company's Web site and other electronic        communications, relationships with investors, the media and analysts is timely, factual        and accurate, and broadly disseminated in accordance with all applicable legal and        regulatory requirements. 

*Conflicts of Interest*

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

**D. Employees. 
In addition to the listed officers, at January 31, 2009, 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 1,541,487 J. Allan Ringler Director Nil James B. Clancy Director Nil Kimberly L. Koerner Director 40,686 Paul G. Smith Director Nil George A. Duguay Corporate Secretary Nil - (1) 
- The information as to shares beneficially owned or over which control or direction is        exercised not being within the knowledge of the corporation has been furnished by the        respective individuals. 
- (2)
- Pursuant to a Settlement Agreement and Mutual General Release among the Company and        certain shareholders of the Company (the " Settlement Agreement "), dated        November 29, 2007, such shareholders agreed that for a period of thirty-six (36) months        from the date of the Settlement Agreement, they will vote or cause to be voted the shares        owned, controlled or directed by them, being a total of 8,229,000 shares, as directed by        the Board, except in the event of an unsolicited take-over bid for the Company that is not        solicited or encouraged by such shareholders. A press release in respect of the Settlement        Agreement was issued by the Company on December 13, 2007. These shares are not included in        the above table. 

**Item 7. Major Shareholders and Related Party Transactions 
A. Major Shareholders 

As of July 14, 2009, to the knowledge of the directors and officers    of the Company, no person beneficially owned, directly or indirectly, or exercised control    or direction over, 10% or more of the Company's outstanding common shares, except the    following: 
**Name of Shareholder**Number of Common Shares Owned Percentage of Common Shares        Outstanding (1) CDS & Co.(2) 67,835,173 81.54% Notes: - (1) 
- Based on 83,105,825 Common Shares issued and outstanding as at July 14, 2009. 
- (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,    2009, 2008, 2007, 2006 and 2005     Consolidated Balance Sheets of Royal Standard Minerals Inc. as at January 31, 2009 and    2008     Consolidated Statements of Operations and Deficit of Royal Standard Minerals Inc. for the    years ended January 31, 2009, 2008, 2007     Consolidated Statements of Cash Flows of Royal Standard Minerals Inc. for the years ended    January 31, 2009, 2008, 2007     Notes to the Consolidated Financial Statements of Royal Standard Minerals Inc.     Management's Discussion and Analysis for the year ending January 31, 2009 

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

**B. Significant Changes. 
Accounting Changes 

On December 1, 2006, the CICA issued three new accounting    standards: Capital Disclosures (Handbook Section 1535), Financial Instruments -    Disclosures (Handbook Section 3862), and Financial Instruments - Presentation (Handbook    Section 3863). These new standards became effective for the Company on February 1, 2008. 
- (i)
- Capital Disclosures Handbook 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 noncompliance. The        Company has included disclosures recommended by the new Handbook section in Note 3 to        these consolidated financial statements. 
- (ii)
- Financial Instruments Handbook 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 has included    disclosures recommended by the new Handbook sections in Note 4 to these consolidated    financial statements. 

(iii) Amendments To Section 1400 - General Standards of Financial Statement Presentation    In June 2007, the CICA amended Handbook Section 1400, Going Concern, to include    additional requirements to assess and disclose an entity's ability to continue as a going    concern. Section 1400 is effective for interim and annual reporting periods beginning on    or after January 1, 2008. The adoption of this standard had no impact on the Company's    operating results or financial position. - (iv)
- Credit Risk and the Fair Value of Financial Assets and Financial Liabilities In January        2009, the CICA approved EIC 173 Credit Risk and the Fair Value of Financial Assets and        Financial Liabilities. This guidance clarified that an entity's own credit risk and the        credit risk of the counterparty should be taken into account in determining the fair value        of financial assets and financial liabilities including derivative instruments. This        guidance is applicable to fiscal years ending on or after January 12, 2009. The Company        has evaluated the new section and determined that adoption of these new requirements had        no impact on the Company's consolidated financial statements. 
- (v)
- Mining exploration costs On March 27, 2009, the Emerging Issues Committee of the CICA        approved an abstract EIC-174 Mining Exploration Costs, which provides guidance on        capitalization of exploration costs related to mining properties in particular, and on        impairment of long-lived assets in general. The EIC is effective for financial statements        issued on or after March 27, 2009 and as such applies to the Company's deferred        exploration expenditure costs as at January 31, 2009. 

**Future accounting changes (i)
International Financial Reporting Standards ("IFRS") In January 2006, the          CICA's Accounting Standards Board ("AcSB") formally adopted the strategy of          replacing Canadian generally accepted accounting principles with IFRS for Canadian          enterprises with public accountability. The current conversion timetable calls for 

financial reporting under IFRS for accounting periods commencing on or after January 1,        2011. On February 13, 2008 the AcSB confirmed that the use of IFRS will be required in        2011 for publicly accountable profit-oriented enterprises. For these entities, IFRS will        be required for interim and annual financial statements relating to fiscal years beginning        on or after January 1, 2011. The Company is currently assessing the impact of the        transition to IFRS on its consolidated financial statements. 

- (ii)
- Goodwill and Intangible Assets In November 2007, the CICA approved Handbook Section        3064, "Goodwill and Intangible Assets" which replaces the existing Handbook        Sections 3062, "Goodwill and Other Intangible Assets" and 3450 "Research        and Development Costs". This standard is effective for interim and annual financial        statements relating to fiscal years beginning on or after October 1, 2008, with earlier        application encouraged. The standard provides guidance on the recognition, measurement and        disclosure requirements for goodwill and intangible assets. The Company is currently        assessing the impact of this new accounting standard on its consolidated financial        statements. 

(iii) Business Combinations, Consolidated Financial Statements and    Non-Controlling 

Interests The CICA issued three new accounting standards in January 2009:    Section 1582, "Business Combinations" ("Section 1582"), Section 1601,    "Consolidated Financial Statements" ("Section 1601") and Section 1602,    "Non-Controlling interests" ("Section 1602"). These new standards will    be effective for fiscal years beginning on or after January 1, 2011. The Company is in the    process of evaluating the requirements of the new standards. 

Sections 1582 replaces section 1581 and establishes standards for the accounting for a    business combination. It provides the Canadian equivalent to International Financial    Reporting Standards IFRS 3 -"Business Combinations". The section applies    prospectively to business combinations for which the acquisition date is on or after the    beginning of the first annual reporting period beginning on or after January 1, 2011.    Sections 1601 and 1602 together replace section 1600, "Consolidated Financial    Statements". Section 1601, establishes standards for the preparation of consolidated    financial statements. Section 1601 applies to interim and annual consolidated financial    statements relating to fiscal years beginning on or after January 1, 2011. Section 1602    establishes standards for accounting for a non-controlling interest in a subsidiary in    consolidated financial statements subsequent to a business combination. It is equivalent    to the corresponding provisions of International Financial Reporting Standard lAS 27 -    "Consolidated and Separate Financial Statements" and applies to interim and    annual consolidated financial statements relating to fiscal years beginning on or after    January 1, 2011. 

The Company is in the process of evaluating the requirements of the new standards. 

**Item 9. The Offer and Listing 
A. Offer and listing details. 

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

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

TSX Venture Exchange (stated in Canadian Currency) 

**Average        Daily**
High Low 
Volume January 1, 2003 to March 31, 2003 $0.00 $0.00 0 April 1, 2003 to June 30, 2003 $0.40 $0.21 13,728 July 1, 2003 to September 30, 2003 $0.40 $0.20 151,583 October 1, 2003 to December 31, 2003 $0.47 $0.25 53,416 January 1, 2004 to March 31, 2004 $0.46 $0.25 78,814 April 1, 2004 to June, 30, 2004 $0.46 $0.30 79,530 July 1, 2004 to September 30, 2004 $0.42 $0.29 21,137 October 1, 2004 to December 31, 2004 $0.47 $0.26 90,704 January 1, 2005 to March 31, 2005 $0.45 $0.26 37,522 April 1, 2005 to June 30, 2005 $0.43 $0.28 25,394 July 1, 2005 to September 30, 2005 $0.75 $0.33 259,892 October 1, 2005 to December 31, 2005 $1.00 $0.61 257,685 January 1, 2006 to March 31, 2006 $1.45 $0.83 258,527 April 1, 2006 to June 30, 2006 $1.65 $0.93 321,319 July 1, 2006 to September 30, 2006 $1.15 $0.67 51,767 October 1, 2006 to December 31, 2006 $0.79 $0.40 128,733 January 1, 2007 to March 31, 2007 $0.64 $0.41 39,533 April 1, 2007 to June 30, 2007 $0.85 $0.45 55,800 July 1, 2007 to September 30, 2007 $0.67 $0.35 127,998 October 1, 2007 to December 31, 2007 $0.58 $0.39 111,618 January 1, 2008 to March 31, 2008 $0.53 $0.23 98,037 April 1, 2008 to June 30, 2008 $0.31 $0.18 149,619 
**Over the Counter Bulletin Board (stated in US currency). July 1, 2008 to September 30,        2008 $0.25 $0.09 24,433 October 1, 2008 to December 31, 2008        $0.16 $0.03 40,900 January 2009 $0.12 $0.05 4,400 February 2009 $0.45 $0.03 15,800 March 2009 $0.05 $0.03 8,300 April 2009 $0.12 $0.05 141,500 May 2009 $0.12 $0.05 53,300 June 2009 $0.08 $0.05 176,100 **B. Plan of Distribution**Not Applicable **C. Markets**
The common shares currently trade on the US-OTC Bulletin Board under    the symbol "RYSMF". 

**D. Selling shareholders. 
Not Applicable 

**E. Dilution. 
Not Applicable 

**F. Expenses of the issue. 
Not Applicable 

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

Not applicable 

**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. Should the contract be terminated        prior to the five year term, the contract has an early termination compensation clause        whereby the total amount still outstanding for the remainder of the five year term will be        paid to Mr. Larsen. 
- In order to maintain its lease agreements on the Gold Wedge project, the        Company has to make annual payments totaling $24,000 up to July 1, 2009, and pay claim        renewal fees to the Bureau of Land Management ("BLM"). 
- In order to maintain its lease agreements on the Pinon Project, the        Company has to make annual payments of $132,340 for the year ended January 31, 2010 and a        commitment of $125,000 in exploration expenses on fee lands which includes claim renewal        fees to the BLM. 
- In order to maintain its lease agreements on the Railroad Project, the        Company has to exercise its option to purchase of $2 million before August 1, 2009 or        extend the option agreement and maintain the renewal fees to the BLM. 
- In order to maintain the lease agreements on the Fondaway Project, the        Company has to make optional payments of $35,000 before July 15, 2009 and has to pay claim        renewal fees to the BLM. 

**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. 
Market risk is the risk of loss that may arise from changes in market factors such    as interest rate, foreign exchange rates and commodity and equity prices. - (a)
- Interest rate risk Interest rate risk is the risk that the fair value of a financial        instrument will fluctuate due to changes in market interest rates. The Company has cash        balances and no interest bearing debt. The Company's current policy is to invest excess        cash in investment-grade short-term guaranteed investment certificates issued by its        banking institutions. The Company periodically monitors the investments it makes and is        satisfied with the creditworthiness of its banks. The Company regularly monitors its cash        management policy. 
- (b)
- Foreign currency risk Foreign exchange risk arises from future commercial transactions        and recognized assets and liabilities denominated in a currency that is not the entity's        functional currency. The risk is measured using cash flow forecasting. The Company's        functional and reporting currency is the United States dollar ("US dollar") and        major purchases are transacted in US dollars. The Company funds most operations, as well        as exploration and administrative expenses, in the United States on a cash call basis        using US dollar currency converted from its Canadian dollar bank accounts held in Canada.        The Company maintains US dollar bank accounts in Canada and the United States. The Company        is subject to gains and losses due to fluctuations in the US dollar against the Canadian        dollar. Management believes the foreign exchange risk derived from currency conversions is        negligible and therefore does not hedge its foreign exchange risk. 
- (c)
- Commodity price risk The Company is exposed to price risk with respect to commodity and        equity prices. Equity price risk is defined as the potential adverse impact on the        Company's earnings due to movements in individual equity prices or general movements in        the level of the stock market. Commodity price risk is defined as the potential adverse        impact on earnings and economic value due to commodity price movements and volatility. The        Company closely monitors commodity prices, as it relates to coal and precious metals in        the United States, individual equity movements and the stock market in general to        determine the appropriate course of action to be taken by the Company. 

**Sensitivity analysis 
Based on management's knowledge and experience of the financial markets, the    Company believes the following movements are "reasonably possible" over a twelve    month period. The sensitivity analysis shown in the notes below may differ materially from    actual results. - Interest rate risk is remote as the interest rates on the Company's money market        deposits and short-term investments are fixed. 
- The Company's marketable securities are subject to fair value fluctuations. As at        January 31, 2009, if the fair value of the marketable securities had decreased/increased        by 10% with all other variables held constant, comprehensive loss for the twelve months        ended January, 31 2009 would have been approximately $20,000 higher/lower. Similarly, as        January 31, 2009, reported shareholders' equity would have been approximately $20,000        lower/higher as a result of a 10% decrease/increase in the fair value of marketable        securities. 
Cash and cash equivalents, marketable securities, sundry receivables, due from related          parties and accounts payable and accrued liabilities denominated in Canadian dollars are 
subject to foreign currency risk. As at January 31, 2009, had the US dollar          weakened/strengthened by 5% against the Canadian dollar with all other variables held          constant, the Company's accumulated other comprehensive income (loss) would have been          approximately $90,508 lower/higher as a result of foreign exchange losses/gains on          translation of non-US dollar denominated financial instruments. Similarly, as at January          31, 2009, reported shareholders' equity would have been approximately $90,508 lower/higher          had the US dollar weakened/strengthened by 5% against the Canadian dollar as a result of          foreign exchange losses/gains on translation of non-US dollar denominated financial          instruments. 

- Commodity price risk could adversely affect the Company. In particular, the Company's        future profitability and viability of development depends upon the world market price of        coal and precious metals. Coal and precious metals have fluctuated widely in recent years.        There is no assurance that, even as commercial quantities of coal and precious metals may        be produced in the future, a profitable market will exist for them. A decline in the        market price of coal and precious metals may also require the Company to reduce its        mineral properties, which could have a material and adverse effect on the Company's value.        As of January 31, 2009, the Company is not a coal or precious metal producer. As a result,        commodity price risk may affect the completion of future equity transactions such as        equity offerings and the exercise of stock options. This may also affect the Company's        liquidity and its ability to meet its ongoing obligations. 

**Item 12. Description of Securities Other than Equity Securities. 
Not applicable. 

**PART II 
Item 13. Defaults, Dividend Arrearages and Delinquencies. 

Not applicable. 

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

**Item 15. Controls and Procedures 
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 Clancy has the necessary attributes and independence for designation as the audit    committee's financial expert and has designated Mr. Clancy as the financial expert. 

**Item 16B. Code of Ethics. 
The company has adopted a Code of Ethics that applies to its Directors and    Executive Officers. The Code of Ethics can be viewed at 3258 Mob Neck Road, Heathsville,    Virginia 22473. It can also be obtained, without charge, by writing to this address. 

**Item 16C. Principal Accountant Fees and Services. 
Years Ending January 31**,     (CDN $) 2009 2008 2007 
Audit Fees $71,200 $86,122 $42,500     Audit Related Fees $0 $0 $0     Tax Fees $0 $2,500 $2,500     All Other Fees $0 $1,378 $680 

*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. 

**Item 16F. Changes in Registrant's Certifying Accountant. 
Not applicable. 

**Item 16G. Corporate Governance. 
Not applicable. 

**PART III 
Item 17. Financial Statements. 

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

    Auditor's Report for Royal Standard Minerals Inc. for the years ended January 31, 2009,    2008, 2007, 2006 and 2005    Consolidated Balance Sheets of Royal Standard Minerals Inc. as at January 31, 2009 and    2008     Consolidated Statements of Operations and Deficit of Royal Standard Minerals Inc. for the    years ended January 31, 2009, 2008, 2007     Consolidated Statements of Cash Flows of Royal Standard Minerals Inc. for the years ended    January 31, 2009, 2008, 2007     Notes to the Consolidated Financial Statements of Royal Standard Minerals Inc.     Management's Discussion and Analysis for the year ending January 31, 2009 

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

**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 Accountants 

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

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

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

In our opinion, the consolidated financial statements referred to above    present fairly, in all material respects, the financial position of the Company as at    January 31, 2007 and 2006 and the results of its operations and its cash flows for each of    the years in the three-year period ended January 31, 2007 in accordance with Canadian    generally accepted accounting principles.
"McCarney Greenwood        LLP" Toronto, Canada April 16, 2007 McCarney Greenwood LLP Chartered        Accountants Licensed Public Accountants **Difference**Comments by Auditors on United        States of America-Canada Reporting 
In the United States, reporting standards for auditors require the    addition of an explanatory paragraph (following the opinion paragraph) when the financial    statements are affected by conditions and events that cast doubt on the Company's ability    to continue as a going concern, such as those described in Note 1 to the consolidated    financial statements. Our report to the shareholders dated April 16, 2007 is expressed in    accordance with Canadian reporting standards which do not require a reference to such    conditions and events in the auditor's report when these are adequately disclosed in the    financial statements. 

"McCarney Greenwood LLP" 

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

Licensed Public Accountants********ROYAL STANDARD MINERALS INC. 
MANAGEMENT'S DISCUSSION AND ANALYSIS 
FOR THE YEAR ENDED JANUARY 31, 2009 
Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009 

The following management's discussion and analysis("MD&A") of the financial condition and results of the operations of RoyalStandard Minerals Inc. (the "Company") constitutes management's review of thefactors that affected the Company's financial and operating performance for the year endedJanuary 31, 2009. This MD&A was prepared to comply with National Instrument 51-102 -Continuous Disclosure Obligations. The MD&A was prepared as of May 29, 2009 and shouldbe read in conjunction with the audited annual consolidated financial statements for theyear ended January 31, 2009, including the notes thereto. Unless otherwise noted, allamounts reported herein are in United States dollars. The audited annual consolidatedfinancial statements have been prepared in accordance with Canadian generally acceptedaccounting principles ("GAAP"). The results presented for the years endedJanuary 31, 2009 and January 31, 2008, are not necessarily indicative of the results thatmay be expected for any future period. 
Additional information relating to the Corporation can be found onSEDAR at www.sedar.com and on the Corporation's website at www.royalstandardminerals.com. 
**CAUTION REGARDING FORWARD-LOOKING STATEMENTS 
This MD&A includes certain "forward-lookingstatements" within the meaning of applicable Canadian securities legislation. Allstatements, other than statements of historical facts, included in this MD&A thataddress activities, events or developments that the Corporation expects or anticipateswill or may occur in the future, including such things, but are not limited to, statementswith respect to the potential of the Company's properties; the future price of gold,silver and coal; success of exploration activities; cost and timing of future explorationand development and; requirements for additional capital are forward-looking statements.When used in this MD&A, the words "estimate", "plan","anticipate", "expect", "intend", "believe" andsimilar expressions are intended to identify forward-looking statements. These statementsinvolve known and unknown risks, uncertainties and other factors which may cause theactual results, performance or achievements of the Corporation to be materially differentfrom any future results, performance or achievements expressed or implied by suchforward-looking statements. Such factors include, but are not limited to, risks related tojoint venture operations; actual results of current exploration activities; changes inproject parameters as plans continue to be refined; unavailability of financing;fluctuations in the prices of gold, silver and coal and; currency exchange rates. Althoughthe Corporation has attempted to identify important factors that could cause actualresults to differ materially, there may be 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
other factors that cause results not to be anticipated, estimated orintended. There can be no assurance that such statements will prove to be accurate asactual results and future events could differ materially from those anticipated in suchstatements. Accordingly, readers should not place undue reliance on forward-lookingstatements. 
**DESCRIPTION OF BUSINESS 
The Company is currently active in the States of Nevada andKentucky, with projects in Nye (the Gold Wedge and Manhattan projects), Elko (the Pinon,Railroad, and Dark Star projects) and Churchill (the Fondaway Canyon and Dixie-Comstockprojects) Counties, Nevada and Wolfe (Campton Project) County, Kentucky. 

The Gold Wedge project is considered to be an advanced explorationdevelopment project that is fully permitted by the Nevada Department of EnvironmentalProtection (NDEP) for a mine and mill. This project was and continues to be one of themajor focuses of the Company in fiscal 2009. 
**OVERALL PERFORMANCE 
During the period ending January 31, 2009 the Company has continuedto pursue the Gold Wedge advanced exploration project toward further underground bulksampling and processing of the mined gold mineralized material through the onsite gravityplant along with the stockpiled lower grade material. The results of this effort indicatedthat additional plant modifications were needed to achieve acceptable recoveries andincreased throughput. The underground test work that includes additional drifting withinone of the higher grade gold zones on the property has been affected or slowed by higherthan expected groundwater conditions. It appears that a second dewatering well isrequired. As a result of the required plant modifications and the requirement for thesecond dewatering well, it became evident, in spite of maintaining a very cost consciousapproach, that the rate of investment required on this project could exceed our ability tofund the development program. In June and July 2008 a decision was made by the Board ofDirectors and Management of the Company, to pursue a strategy of diversification byinvesting some of the Company's capital in the energy sector. As a result the Companyentered into an option agreement to acquire 50% of a permitted coal property in theAppalachian Basin to add an element of diversity and another source of potential revenuethat may help to reduce the high costs related to the development of the Gold Wedge andother longer term capital intensive precious metal properties located in Nevada. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Throughout most of 2008, and continuing into 2009, the global financialand commodity markets were characterized by extreme volatility and falling prices asmarket participants reacted and responded to growing uncertainty and pessimism over thedepressed North American and international economies. These circumstances have had asignificant impact on the Company's operations and in particular, on the economicsexploration and development and its ability to pursue growth opportunities. It appearsthat these difficult economic conditions are not likely to improve significantly in thenear future, and any continuation or worsening of the credit crisis, or even the fear ofsuch development, could intensify the adverse effects of these difficult conditions. Theresult as far as the Company is concerned is that the global credit and equity marketshave recently undergone significant disruption, making it difficult for the Company toobtain financing on acceptable terms or at all. 

As a result the Company has taken steps to reduce the level of itscapital outflow until a financing can be completed in order to remain a viable entity. TheCompany has reduced its workforce and will cut salaries of all remaining employees andmanagement. The obvious result of this effort is the curtailment of the Gold Wedge projectin the near term. The objective is to reduce expenditures on all levels and to only spendcapital on projects that will return revenue and cash flow in the near term. Further tothat goal the Company will in the future commit capital to refine and sell all of the golddore' that is currently in the Company's possession and investigate a financing to furtherthe advanced exploration of the Gold Wedge project in Nevada. 

As at January 31, 2009, the Company had mineral properties valued at$19,007,396 compared to $13,895,392 as at January 31, 2008. The reason for the increase inthe value of the mineral properties is the Company spent $3,311,239 on deferredexploration expenditure activities on the Gold Wedge Project, $479,694 on deferredexploration 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009**
Discussion Dated May 29, 2009 

expenditure activities on the Pinon Project, $184,389 on deferredexploration expenditure activities on the Railroad and Fondaway Projects and $1,136,682 ondeferred exploration expenditure activities on the Kentucky Project. 

As at January 31, 2009, the Company had working capital of $1,857,810compared to $7,785,550 as at January 31, 2008. The Company had cash and cash equivalentsand other current assets of $2,048,098 as at January 31, 2009, compared to $8,006,287 asat January 31, 2008, a decrease of 74%. The decrease is primarily due to the cashexpenditures for the Company's exploration activities, discussed above, operating expensesand the effect of translation on foreign currency. 
**TRENDS 
The economic crisis that started in the financial sector hascontinued to worsen and we are now in the midst of a global recession. The mineralexploration business is undergoing massive scaling down. Capital investment in mineralexploration has dramatically declined with major new projects being cancelled and delayed,and producing properties are subject to shut downs and reduced production. Credit marketshave become increasingly inaccessible and many exploration companies that, just one yearago, had large cash resources to invest in exploration activities are now struggling tofinance day-to-day operations. 

There are uncertainties regarding the price of gold and coal and theavailability of equity and debt financing for the purpose of mineral exploration anddevelopment. The prices of coal have fallen substantially over the past several months andgold has remained stable over the past month and financial markets have deteriorated tothe point where it has become difficult for companies to raise new capital. 

Current financial markets are likely to be volatile in Canada and theUnited States for the remainder of fiscal 2009 and potentially into 2010, reflectingongoing concerns about the stability of the global economy and weakening global growthprospects. As well, concern about global growth has lead to sustained drops in thecommodity markets. Unprecedented uncertainty in the credit markets has also led toincreased difficulties in borrowing or raising funds. As a result, the Company may havedifficulties raising equity or debt financing for the purposes of gold and coalexploration and development. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
**MINERAL PROPERTIES Gold Wedge Project 
The Gold Wedge project represents the most advanced project locatedin the Manhattan district about eight (8) miles south of the Round Mountain mine and hasbeen issued a mine and mill permit by the Nevada Department of Environmental Protection(NDEP). The Company has completed construction of a processing plant on site whichincludes primary and secondary crushing facilities that feed a gravity recovery system. Inaddition, a heap leach pad, silt and fresh water ponds have been completed. Testing of thevarious mineral processing functions commenced during April 2007 using previouslyextracted stockpiles of low grade gold feed material to process into gold dore' using theCompany's smelter. Completion of the test phase of the facility is not expected forseveral months. The Company has also commenced the underground development program whichincludes the exploration of defined mineralized zones concurrently with the second phaseof decline development. The program has concentrated on the development of a spiraldecline as a means to better explore the deposit at depth. As part of the program a seriesof crosscuts were constructed at specific intervals to effectively assess the potentialmineralized zones. All material is sampled daily and analyzed for gold onsite at theCompany assay laboratory. The bulk sampling program is well underway and includes severalmonths of stockpiled material on the surface. 

On June 29, 2005 the Company entered into a 5-year Purchase OptionAgreement with a private individual for all of his patented and unpatented mining claimsin the Manhattan Mining District located in Nye County, Nevada. The land package totalsapproximately 1600 acres (4 patented, 70 unpatented claims). This property positionadjoins the Company's Gold Wedge Mine. The land package includes a number of explorationtargets which are of interest to the Company. In addition, the Company's option includesthe Dixie-Comstock claim group located in Churchill County, Nevada. The Dixie-Comstock isa 1500 acre property containing a gold system that has been explored by a number of majormining companies over the past 20 years. It is considered to be an attractive advancedexploration project. Annual option payments of $48,000 are to be applied to a totalpurchase price of $600,000 to be exercised by August 1, 2009. A gross production royaltyof 8% will be paid to the owner anytime that production begins from the Manhattan Propertyor the Dixie-Comstock Property before payout of the purchase price. The maximum of grossproduction royalties that would be paid under this agreement is $300,000. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
The Company has recorded an asset retirement obligation on its GoldWedge Project in the amount of $149,050, representing the estimated costs of the Company'sobligation to restore the property site to its original condition and which is equal tothe amount of the reclamation bond posted by the Company with the State of Nevada. 

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $15,177,300 wereincurred on the Gold Wedge Project consisting of: (1) acquisition costs - $721,647; (2)travel - $325,363; (3) mine development costs - $1,036,117; (4)drilling - $948,995; (5)general exploration $133,353; (6) $72,636 - professional fees; (7) consulting, wagesand salaries - $4,699,163; (8) office and general - $1,556,194; (9) analysis and assays -$147,627; (10) supplies, equipment and transportation - $3,632,598; and (11) amortization- $1,903,607. These costs were incurred in connection with various activities the Companyperformed on a discretionary basis. 

*Future Programs*

During the upcoming year management is anticipating to advance theproduction potential on the Gold Wedge project by incurring further explorationexpenditures and upgrading the plant. 
**PINON PROJECT Pinon-Railroad Project 
The Company has also developed the necessary construction plans forthe Pinon-Railroad project including surface, heap leach facilities design and open pitmodeling of the deposits. All of this work was completed in preparation for the filing ofa mining permit application with the US Bureau of Mines (BLM) and the Nevada Department ofEnvironmental Protection (NDEP). A second objective is to update the feasibility studiesfor the Pinon/Railroad near surface oxide deposits. 
**Pinon Project 
The Pinon project is made up of a number of lease agreements tolease certain properties in Elko County, Nevada. The Company is obligated to incurpayments of $132,340 and incur exploration expenditures totalling $125,000 to keep theleases in good standing for the year ended January 31, 2010. The lessors will retain a 5%net smelter return royalty. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**Railroad Project **The Railroad project is made up of two lease agreements to leasecertain properties in Elko County, Nevada. The Company is obligated to incur payments of$8,000 to keep one lease in good standing and must pay $1,765,000 by August 1, 2009 toexercise the option to purchase the leased property under the other agreement to keep theleases in good standing for the year ended January 31, 2010. The lessors will retain a 5%net smelter return royalty. 

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

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $2,391,135 wereincurred on the Pinon - Railroad Project consisting of: (1) property acquisition costs -$1,016,217; (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration -$7,765; (5) professional fees - $66,273; (6) office and general - $98,120; (7) geologist -$32,653; (8) consulting, wages and salaries - $659,077; (9) reclamation costs - $167,785;(10) analysis and assays - $74,042; and (11) supplies, equipment and transportation -$60,277. These costs were incurred in connection with various activities performed by theCompany on a discretionary basis. 

*Future Programs*

In order to keep the Railroad project in good standing the Company mustsuccessfully negotiate an extension, successfully negotiate the sale or successfullynegotiate a financing to exercise the purchase of the leased property. Other than keepingthe leases in good standing there is no exploration program anticipated on this projectfor the year ended January 31, 2010. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****Fondaway Project 
The Fondaway Project is located in Churchill County, Nevada. TheCompany has leased 130 unpatented mining claims and is obligated to make a payment of$35,000 for the year ended January 31, 2010 to keep the lease in good standing. Thelessors will retain a 3% net smelter return royalty on the property. 

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $302,279 were incurredon the Fondaway project consisting of: (1) property acquisition costs - $283,003; (2)travel - $3,279; (3) drilling - $15,646; and (4) analysis and assays $351. These costswere incurred in connection with various activities performed by the Company on adiscretionary basis. 

*Future Programs*

The Company is planning to perform exploration drilling and permittingwork totaling approximately $640,000 for the year ended January 31, 2010 on the Fondawayproject. 
**Kentucky Project 
In an effort to achieve diversity within its natural resourceportfolio on November 19, 2008, the Company and Sharpe Resources Corporation("Sharpe") entered into an option agreement whereby the Company agreed to anoption to acquire a 50% interest in coal properties in eastern Kentucky by advancing tothe project $2 million prior to December 9, 2009. Once the option is exercised by theCompany a 50/50 Joint Venture agreement will be entered into between the Company andSharpe at which time all expenditures incurred and revenues earned from the coal projectswill be shared 50 % by the Company and 50% by Sharpe. 

Sharpe and the Company are related parties due to the fact that theyhave common management and directors. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Under the terms of the option agreement a 100% interest in a surfacemine coal project in Wolfe County, Kentucky was acquired. The transaction costs included$250,000 to acquire the project and $178,700 for a reclamation bond to cover the state ofKentucky reclamation requirements for this property. The property consists ofapproximately 1,000 acres of coal mineral rights under lease. 

*Project Expenditures*

To January 31, 2009, cumulative expenditures of $1,136,682 wereincurred on the Wolfe County, Kentucky project consisting of: (1) property acquisitioncosts - $418,000; (2) travel - $13,827; (3) professional fees - $48,680; (4) consulting,wages and salaries - $163,828; (5) office and general - $60,655; (6) supplies, equipmentand transportation - $306,805; (7) rent - $93,260; (8) Reclamation costs - $19,277 and (9)amortization - $12,350. These costs were incurred in connection with various activitiesperformed by the Company on a discretionary basis. 

*Future Programs*

In order to keep the Kentucky project in good standing the Company mustsuccessfully negotiate an extension, successfully negotiate the sale or successfullynegotiate a financing to exercise the option under the option agreement. 
**TECHNICAL DISCLOSURE 
All technical disclosure covering the Company's properties wasprepared under the supervision of Roland M. Larsen, the CEO and a director of the Companyand a "Qualified Person" within the meaning of National Instrument 43-101. 
**ENVIRONMENTAL LIABILITIES 
The Company is not aware of any environmental liabilities,obligations or responsibilities associated with the Company's coal and gold interests. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****OVERALL OBJECTIVE 
The Company's business objective is to continue to invest in thedevelopment of both its Gold Wedge gold prospect and development of its option on aKentucky coal permit. The Company is in the process of developing its gold and coalprospects and has not yet determined whether these properties contain any economic gold orcoal deposits. The recoverability of the amounts shown for both the gold and coalinterests is dependent upon: the selling price of gold and coal at the time the Companyintends to mine its properties; the existence of economically recoverable reserves; theability of the Company to obtain the necessary financing to complete exploration anddevelopment; government policies and regulations; and future profitable production orproceeds from disposition of such properties. 

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

The Company believes that although the exploration of its existingprojects is positive, mineral exploration in general is uncertain. As a result, theCompany believes that by acquiring additional mineral properties or selling or jointventuring existing mineral properties, it is able to better minimize overall explorationrisk. In conducting its search for additional mineral properties, the Company may consideracquiring properties that it considers prospective based on criteria such as theexploration history of the properties, the location of the properties, or a combination ofthese and other factors. Risk factors to be considered in connection with the Company'ssearch for and acquisition of additional mineral properties include the significantexpenses required to locate and establish mineral reserves; the fact that expendituresmade by the Company may not result in discoveries of commercial quantities of minerals;environmental risks; risks associated with land title; the competition faced by theCompany; and the potential failure of the Company to generate adequate funding for anysuch acquisitions. See "Risk Factors" below. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****SELECTED ANNUAL FINANCIAL INFORMATION 
The following is selected financial data derived from the audited consolidatedfinancial statements of the Company as at January 31, 2009, 2008 and 2007 and for theyears then ended. 
**January    31**2009 Restated 2008(1) Restated 2007(1) Cumulative from date    of inception 6/26/1996 ConsolidatedStatement    of Operations Interest Income 115,822 396,294 391,420 855,033 Foreign Currency    Translation (205,565) 1,180,034 (381,030) 889,838 Administrative    Expenses (783,238) (2,270,313) (4,902,904) (11,999,158) Net loss for the    year (872,981) (839,445) (4,892,514) (15,107,420) Earnings (loss)    per common share basic and diluted ($0.01) ($0.01) ($0.07) **January    31**Balance Sheet2009 Restated 2008(1) Current Assets $2,048,098 $8,006,287 Mineral Properties 19,007,39613,895,392 Equipment, Net 1,059,744 1,483,690 Current    Liabilities (190,288) (220,737) 
1 See note 20 of the Consolidated Financial Statements(Audited) for the years ended January 31, 2009 and 2008. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
The net loss for the year ended January 31, 2009,consisted of interest income of $115,822. These amounts were offset by working capitalexpenditures incurred in the amount of $783,238 to maintain the operations of the Companyand foreign currency loss of ($205,565). 

The net loss for the year ended January 31, 2008,consisted of interest income of $396,294. These amounts were offset by (i) stock-optioncompensation of $853,953; (ii) the write-off of exploration properties of $145,460; (iii)other working capital expenditures incurred in the amount of $1,416,360 to maintain theoperations of the Company; and (iv) foreign currency gain of $1,180,034. 

The net loss for the year ended January 31, 2007,consisted of interest income of $391,420. These amounts were offset by (i) stock-optioncompensation of $3,838,926; 

(ii) other working capital expenditures incurred in theamount of $1,063,978 to maintain the operations of the Company; and (iv) foreign currencyloss of ($381,030). 

The current assets decreased by $5,958,189 from January31, 2008 to January 31, 2009. This decrease is primarily due to (i) expenditures incurredand capitalized to the mineral properties; (ii) the working capital expenditures incurredto maintain the operations of the Company. 

The Company's ability to fund its operations isdependent upon its ability to secure financing by issuing equity, by selling assets,negotiating extensions to agreements or from issuing debt instruments. The value of anygold or coal interests is dependent upon the existence of economically recoverablereserves, the ability to obtain the necessary financing to complete exploration anddevelopment, and the future profitable production or proceeds from disposition of suchgold or coal interests. See "Trends" above and "Risk Factors" below. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****SUMMARY OF QUARTERLY RESULTS 
The following is a summary of selected financial information of theCorporation for the quarterly periods indicated. 
3 Mos Ended January    31, 2009 3 Mos Ended October    31, 20083 Mos Ended July 31,    2008 3 Mos Ended April    30, 2008 3 Mos Ended January    31, 2008 3 Mos Ended October    31, 2007 3 Mos Ended July    31, 2007 3 Mos Ended April    30, 2007 Interest Income $14,763 $19,822 $31,923 $49,314 $65,515 $108,539 $121,620 $100,620 Foreign Currency    Adjustment (1,127) (159,336) (29,906) (15,196) (327,565) 733,318 301,079 473,202 Expenses (1)(207,192) (134,974) (253,798) (187,274)22,145 (322,768) (1,499,623) (615,527) Net Income (Loss) ($193,556) ($274,488) ($251,781) ($153,156) ($239,905) 519,089 ($1,076,924) ($41,705) Net Income (Loss) per    Common share basic and diluted ($0.1) ($0.0) ($0.0) ($0.0) ($0.03) $0.01 ($0.01) ($0.00) 
The net income (losses) for the three months ended April30, 2007, July 31, 2007 October 31, 2007 and January 31, 2007 principally relate tointerest income offset by expenses incurred for general working capital purposes exceptfor the net losses for the three months ended July 31, 2007 and January 31, 2008 which hadan offsetting amount of $750,922 and $103,031 respectively for stock based compensationand a write off of a property for $145,460 in t5he last quarter of 2008. There was a largefluctuation of US foreign exchange rates during all four quarters, significantly affectingnet income (loss). 

The net losses for the three months ended April 30,2008, July 31, 2008 October 31, 2008 and January 31, 2009 principally relate to interestincome offset by expenses incurred for general working capital purposes except for the netloss for the three months ended October 31, 2008 which had a large offsetting amount of$159,336 for foreign currency adjustments. 
**RESULTS OF OPERATIONS 
Year ended January 31, 2009, compared with yearended January 31, 2008 

The Company's net loss totaled $872,981 for the yearended January 31, 2009, with basic and diluted losses per share of $0.01. This compareswith a net loss of $839,445 with basic and diluted losses per share of $0.01 for the yearthen ended January 31. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
The increase of $33,536 in net loss was principally dueto: 
- A decrease in interest income of $280,472 from January    31, 2008 to January 31, 2009. This decrease being the result of less cash resources being    invested in money market funds and lower interest rates being paid on invested funds    during the year ended January 31, 2009. 
- During the year ended January 31, 2008 the interest    income was offset by a write-off of exploration properties in the amount of $145,460,    stock-based compensation of $853,953 and an increased consulting, wages and salaries of    approximately $480,000. None of these activities took place for the year ended January 31,    2009. 
- A decrease in foreign currency adjustments of $1,385,599    from January 31, 2008 to January 31, 2009. This decrease being the result of US foreign    currency exchange rate fluctuations between the two periods. 

Three months ended January 31, 2009, compared withthree months ended January 31, 2008 

The Company's net loss totaled $193,556 for the threemonths ended January 31, 2009, with basic and diluted losses per share of $0.01. Thiscompares with net loss of $543,453 with basic and diluted losses per share of $0.03 forthe three months ended January 31, 2008. The decrease of $46,349 in net loss wasprincipally due to the loss on foreign currency exchange of $327,565and the write off of amining property for $145,460 in 2008. 
**LIQUIDITY AND CAPITAL RESOURCES 
The activities of the Company, principally theacquisition of properties prospective for gold and coal are financed through thecompletion of equity transactions such as equity or debt offerings and the exercise ofstock options. For the year ended January 31, 2009, the Company raised no capitalresulting in the cash resources of the Company decreasing. The decrease in cash resourcesis a result of the use of such resources to meet its commitments and to maintain itsexploration projects and the payment of general expenses of the Company. 

There is no assurance that future equity or debt capitalwill be available to the Company in the amounts or at the times desired, or on terms thatare acceptable to the Company, if at all. See "Risk Factors" below. As atJanuary 31, 2009,the Company had $1,701,148 in 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
cash and cash equivalents (January 31, 2008:$7,209,173). The Company had working capital of $1,857,810 as of January 31, 2009,compared to working capital of $7,785,550 as of January 31, 2008. Working capital hasdecreased for the current period presented as a result of funds spent on gold and coalprojects and maintaining the Company's reporting issuer status and operating activities. 

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

As of January 31, 2009, the Company had met its capitalcommitment obligations to keep all of its property agreements in good standing. 

The Company's liabilities and obligations for thefollowing five years as of January 31, 2009, are summarized below: 
**Liabilities and    obligations**Total Less than 1 Year 2 - 3 Years 4 - 5 Years Option    Agreement(a) $700,000 $700,000 n/a n/a Option to Purchase    (b) $2,173,000 $2,173,000 n/a n/a Mining interests    (c) $1,000,000 $200,000 $400,000 $400,000 Employment    Contract (d) $1,250,000 $250,000 $500,000 $500.000 Corporate expenses    (e) $3,000,000 $600,000 $1,200,000 $1,200,000 **Total**$8,123,000 $3,923,000 $2,100,000 $2,100,000 - (a)
- Under the terms of the option agreement with Sharpe the Company is    required to incur expenditures of approximately $700,000 by December 9, 2009 to exercise    its option. 
- (b)
- Under one of the Company's Railroad Projects lease agreements a payment    of $1,765,000 is required to exercise the option to purchase the leased property. In order    for the Company to continue to hold this lease it will have to either negotiate an    extension to the exercise date, obtain a financing to make the payment by August 1, 2009    or sell the lease to a third party that will exercise the option to purchase. The Company    also has a 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
payment in the amount of $408,000 to exercise its optionto acquire some leased property in its Gold Wedge Project. This option will be exercisedby the Company. 

(c) Includes optional payments and expenditures requiredin order to maintain its various mining interests in good standing. A summary of fees isnoted below: 
**Gold Wedge Project 
In order to maintain its lease agreements on theGold Wedge Project, the Company has to make monthly payments totalling $24,000 up to July1, 2009, and pay claim renewal fees to the Bureau of Land Management ("BLM"). 
**Pinion Project 
In order to maintain its lease agreements on thePinion Project, the Company has to make annual payments of $132,340 for the year endedJanuary 31, 2010 and a commitment of $125,000 in exploration expenses which includes claimrenewal fees to BLM. 
**Railroad Project 
In order to maintain the lease agreements on theRailroad Project, the Company has to make optional payments of $8,000 before December 1,2009, and pay claim renewal fees to BLM. 
**Fondaway Project 
In order to maintain the lease agreements on theFondaway Project, the Company has to make optional payments of $35,000 before July 15,2009 and has to pay claim renewal fees to BLM. 

See "Mining Interests" above. 
- (d)
- The Company has an employment contract dated January 1, 2006 with Mr.    Larsen the CEO of the Company. The contract is for a term of five years, allows for a base    salary of $250,000 per year and also provides for an additional annual bonus payment.    Should the contract be terminated prior to the five year term, the contract has an early    termination compensation clause whereby the total amount still outstanding for the    remainder of the five year term will be paid to Mr. Larsen. 
- (e)
- The Company estimates that it will incur approximately $600,000 per year    in corporate expenses over the next five years. These expenditures are generally not    committed and are discretionary in nature. The Company will continue to monitor the 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
global market situation and may adjust its expenditures,depending on future market conditions. 

Management believes that the Company's cash and cashequivalents and short term investments are not sufficient to meet its expenditures for thenext five years as the Company has a working capital balance of $1,807,810 (total expectedexpenditures over the next five years - $8,123,000). As a result, the Company will berequired to raise some capital during the year by way of an equity or debt financing, theexercise of options or the sale of an asset to meet its obligations. There is no guaranteethe five year time horizon that management has presented will be realized. 

The Company has no operating revenues and therefore itmust utilize its current cash reserves, income from short-term investments, funds obtainedfrom the exercise of stock options and other financing transactions to maintain itscapacity to meet ongoing discretionary exploration and operating activities. Given thatthe Company does not have sufficient funds on hand to meet its current working capitalrequirements, it anticipates raising additional funds during the next year by the sale ofassets, equity or debt financing, the exercise of stock options or the combination of themethods to generate funds. 

As of January 31, 2009, the Company had 83,194,825common shares issued and outstanding, and options outstanding to acquire 7,606,500 commonshares of the Company that would raise $6,180,048 if exercised in full. This is notanticipated until financial markets recover. See "Trends" above. 

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

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

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

The funds on hand are not adequate to meet the ongoingdiscretionary exploration program (See "Mining Interests" above) or the funds tocomplete the development of its projects, if warranted. The Company is dependent onexternal financing to fund its activities and as a result the Company will spend itsexisting capital and raise additional amounts to meet its current discretionaryexploration program when economic conditions permit it to do so. 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009Discussion Dated May 29, 2009**
The market value of the Company's investment in public companies as ofJanuary 31, 2009, was $200,000. The Company can sell the securities to raise funds tosettle its obligations as they arise. However, management intends to maintain theCompany's investment in public companies until it becomes advantageous to sell theseshares or until liquidity concerns necessitate such sale. 

Due to the current market conditions, the Company has decided toconserve cash; in particular, the Company will scale down its exploration efforts on itsproperties and undertake a strategic review of its assets. More specifically, the reviewwill consider scenarios designed to unlock value in the Company's gold explorationportfolio. The options being considered include, but are not limited to, sale of one ofthe gold assets, joint ventures, and restructuring of assets including a possible spin-outof the coal project. 

The Company also intends to reduce monthly discretionary expenditures ina prudent manner in response to current market conditions. The Company will continue tomonitor the global market situation and may re-adjust its discretionary and committedexpenditures, depending on future market conditions. 
**RELATED PARTY TRANSACTIONS 
Years Ended January 31 2009 2008 2007 
Due    from related parties Sharpe Resources    Corporation(1) 100,307 127,498 104,984 The President &    Director of the Company(2) 0 285,711 0 $100,307$413,209$104,984 - (1) 
- Sharpe is related to the Company because of common management. Sharpe has    executed a promissory note (the "Note") providing for the repayment of the Note    over a three year period commencing on September 9, 2008. The unpaid balance of the Note    will accumulate interest at the rate of 4% per annum. 
- (2) 
- This note bears interest at 4% and is repayable within 3 years. Effective    January 31, 2009 this note was cancelled as a result of the cancellation of shares issued    on the exercise of options whereby the note was initially used as consideration of the    exercise of such options. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Consulting, wages and salaries include a bonus of $Nil(2008 - $117,678; 2007 $170,000) and salary of $249,995 (2008 - $249,995; 2007 - $252,621)paid to the President of the Company. 

Consulting, wages and salaries include salary of $82,337(2008 - $78,002; 2007 $48,923) paid to an employee who is also a family member of thePresident and Director of the Company. 

Compensation of $23,080 (2008 - $60,008; 2007 - $12,155)was paid to the former CFO of the Company. 

These transactions were in the normal course ofoperations and were measured at the exchange value which represented the amount ofconsideration established and agreed to by the related parties. 
**OFF-BALANCE SHEET ARRANGEMENTS 
As of the date of this filing, the Company does nothave any off balance sheet arrangements that have, or are reasonably likely to have, acurrent or future effect on the results of operations or financial condition of theCompany, including, and without limitation, such considerations as liquidity and capitalresources. 
**PROPOSED TRANSACTIONS 
There are no proposed transactions of a materialnature being considered by the Company. However, the Company continues to evaluate eitherdebt or equity financings and evaluate properties that it may sell in the future. 
**CRITICAL ACCOUNTING ESTIMATES 
The preparation of the Company's auditedconsolidated financial statements requires management to make certain estimates thataffect the amounts reported in the financial statements. The accounting estimatesconsidered significant are the valuation of the Company's mining interests and stock-basedcompensation. 

The policy of capitalizing exploration costs to datedoes not necessarily relate to the future economic value of the exploration properties.The valuation of mining interests is dependent entirely upon the discovery of economicmineral deposits. Management has considered the Draft of Proposed Changes to EIC-126,Accounting by Mining Enterprises 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
for Exploration Costs, and have determined that there isno impairment of the carrying value of the mineral exploration properties as disclosed inthe consolidated financial statements for the year ended January 31, 2009. 

The Company uses the Black-Scholes model to determinethe fair value of stock options. The main factor affecting the estimates of stock-basedcompensation is the stock price volatility used. The Company uses historical price dataand comparables in the estimate of future volatility. 

Other items requiring estimates for the year endedJanuary 31, 2009, are accounts payable and accrued liabilities and asset retirementobligations. Changes in the accounting estimates in these items will not have a materialimpact on the financial position of the Company. 
**SHARE CAPITAL 
The Company is authorized to issue an unlimitednumber of common shares and special shares. As of May 29, 2009, the Company has 83,194,825common shares outstanding. 

As of May 29, 2009, the following stock options wereoutstanding: 
Number of Options Exercise Price Expiry Date 800,000 $0.39 April 13, 2010 1,080,000 $0.29 May 16, 2010 130,000 $0.87 January 20, 2011 2,623,000 $1.44 May 2, 2011 283,500 $0.75 October 13, 2011 2,015,000 $0.60 July 13,2012 6,931,500 
The Company's common shares are listed in the UnitedStates on the US OTC:BB symbol RYSMF. The Company's shares were suspended from trading onthe TSXV as a result of the Company's failure to comply on a timely basis with TSXVrequirements during a review being conducted by the TSXV. On May 8, 2009 the board ofdirectors voluntarily delisted the Company's common shares from the TSXV. This decisioncame as a result of the TSXV's inability to approve a prospective time sensitive proposedfinancing until they completed their review of the Company and they could not advise theCompany when their review would be completed. In order for the Company to move forwardwith its objectives which includes a proposal for financing specific projects that 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
have been targeted for future development to maintainthe viability of the Company, the Company had no alternative other than delisting itscommon shares from the TSXV. 

**CHANGE IN ACCOUNTING POLICIES Capital Disclosures and Financial Instruments -Disclosures and Presentation 
On December 1, 2006, the CICA issued three newaccounting standards: Capital Disclosures (Handbook Section 1535), Financial Instruments -Disclosures (Handbook Section 3862), and Financial Instruments - Presentation (HandbookSection 3863). These new standards became effective for the Company on February 1, 2008. 
***Capital Disclosures*
Handbook Section 1535 specifies the disclosure of(i) an entity's objectives, policies and processes for managing capital; (ii) quantitativedata about what the entity regards as capital; (iii) whether the entity has complied withany capital requirements; and (iv) if it has not complied, the consequences of suchnon-compliance. 
***Financial Instruments*
Handbook Sections 3862 and 3863 replace HandbookSection 3861, Financial Instruments - Disclosure and Presentation, revising and enhancingits disclosure requirements, and carrying forward unchanged its presentation requirements.These new sections place increased emphasis on disclosures about the nature and extent ofrisks arising from financial instruments and how the entity manages those risks. 
***Amendments To Section 1400 - General Standards ofFinancial Statement Presentation*
In June 2007, the CICA amended Handbook Section1400, Going Concern, to include additional requirements to assess and disclose an entity'sability to continue as a going concern. This standard became effective for the Company onFebruary 1, 2008. The adoption of this standard had no impact on the Company's operatingresults or financial position. 
***Credit Risk and the Fair Value of FinancialAssets and Financial Liabilities*
In January 2009, the CICA approved EIC 173 CreditRisk and the Fair Value of Financial Assets and Financial Liabilities. The guidanceclarified that an entity's own credit risk and the credit risk of the counterparty shouldbe taken into account in determining the fair 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
value of financial assets and financial liabilitiesincluding derivative instruments. This guidance is applicable to fiscal years ending on orafter January 12, 2009. The Company hs evaluated the new section and determined thatadoption of these new requirements had no impact on the Company's consolidated financialstatements. 

**Future accounting changes *International Financial Reporting Standards("IFRS")*
In January 2006, the CICA's Accounting StandardsBoard ("AcSB") formally adopted the strategy of replacing Canadian GAAP withIFRS for Canadian enterprises with public accountability. On February 13, 2008, the AcSBconfirmed that the use of IFRS will be required in 2011 for publicly accountableprofit-oriented enterprises. For these entities, IFRS will be required for interim andannual financial statements relating to fiscal years beginning on or after January 1,2011. 

The Company is currently assessing the impact of IFRS onits consolidated financial statements (See "IFRS Implementation Plan", below). 
***Goodwill and Intangible Assets*
CICA Handbook Section 3064, Goodwill and IntangibleAssets ("CICA 3064"), results in the withdrawal of CICA 3450, "Research andDevelopmental Costs", and amendments to Accounting Guideline 11, "Enterprises inthe Development Stage" and CICA 1000, "Financial Statement Concepts". Thestandard intends to reduce the differences between Canadian GAAP and IFRS in theaccounting for intangible assets. Under current Canadian standards, more items arerecognized as assets than under IFRS. The objectives of CICA 3064 are to reinforce theprinciple-based approach to the recognition of assets and to clarify the application ofthe concept of matching revenues and expenses such that the current practice ofrecognizing asset items that do not meet the definition and recognition criteria iseliminated. The new standard also provides guidance for the recognition of internallydeveloped intangible assets (including research and development activities), ensuringconsistent treatment of all intangible assets. The new standard takes effect for fiscalyears beginning on or after October 1, 2008, with early adoption encouraged. 

The Company is evaluating the effects of adopting thisstandard. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009*****Business Combinations, Consolidated FinancialStatements and Non-Controlling Interests*
The CICA issued three new accounting standards inJanuary 2009: Section 1582, "Business Combinations", Section 1601,"Consolidated Financial Statements" and Section 1602, "Non-Controllinginterests". These new standards will be effective for fiscal years beginning on orafter January 1, 2011. Section 1582 replaces section 1581 and establishes standards forthe accounting for a business combination. It provides the Canadian equivalent to IFRS 3 -Business Combinations. Sections 1601 and 1602 together replace section 1600, ConsolidatedFinancial Statements. Section 1601 establishes standards for the preparation ofconsolidated financial statements. Section 1602 establishes standards for accounting for anon-controlling interest in a subsidiary in consolidated financial statements subsequentto a business combination. It is equivalent to the corresponding provisions of IFRS lAS 27- Consolidated and Separate Financial Statements. 

The Company is in the process of evaluating therequirements of the new standards. 
***Mining Exploration Costs*
On March 27, 2009, the Emerging Issues Committee ofthe CICA approved an abstract EIC-174 Mining Exploration Costs, which provides guidance oncapitalization of exploration costs related to mining properties in particular, and onimpairment of long-lived assets in general. 

The Company has considered the new guidance of thisaccounting standard in the preparation of its financial statements, for the year endedJanuary 31, 2009 and is compliance with its requirements. 
**MANAGEMENT OF CAPITAL 
The Company's objective when managing capital is tomaintain adequate levels of funding to support the acquisition, exploration anddevelopment of mineral properties. 

The Company considers its capital to be equity, whichcomprises share capital, warrants, contributed surplus, deficit and accumulated othercomprehensive income, which at January 31, 2009, totaled $22,084,374 (2008 - $23,164,632).

The Company manages its capital structure in a mannerthat provides sufficient funding for acquisition, exploration and development of itsmineral properties. Funds are primarily secured through equity capital raised by way ofprivate placements or could be 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
by way of debt financing. There can be no assurance thatthe Company will be able to continue raising equity capital in this manner. 

The Board of Directors does not establish quantitativereturn on capital criteria for management, but rather relies on the expertise of theCompany's management to sustain future development of the business. 

The Company invests all capital not required for itsimmediate needs in short-term, liquid and highly rated financial instruments, such as cashand other short-term guaranteed deposits, all held with major Canadian and US financialinstitutions. 

Management reviews its capital management approach on anongoing basis and believes that this approach, given the relative size of the Company, isreasonable. 

There were no changes in the Company's approach tocapital management during the year ended January 31, 2009. The Company is not subject toexternally imposed capital requirements. 
**PROPERTY RISK AND FINANCIAL RISK AFFECTING FINANCIALINSTRUMENTS 
(a) Property risk 

The Company's gold and coal interests being the GoldWedge Project, Pinion Project, Railroad Project, Fondaway Project and Kentucky Project (collectively "Property Interests") are the only projects that are currentlymaterial to the Company. Unless the Company acquires or develops additional materialProperty Interests, the Company will be solely dependent upon its current PropertyInterests. If no additional Property Interests are acquired by the Company, any adversedevelopment affecting the Company's existing 

Property Interests would have a material adverse effecton the Company's financial condition and results of its operations. 

(b) Financial risk 

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

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Risk management is carried out by the Company'smanagement team with guidance from the Audit Committee under policies approved by theBoard of Directors. The Board of Directors also provides regular guidance for overall riskmanagement. 

(i) Credit risk 

Credit risk is the risk of loss associated with acounterparty's inability to fulfill its payment obligations. The Company's credit risk isprimarily attributable to cash equivalents, marketable securities, sundry receivables anddue from related parties. Cash equivalents consist of money market investments andguaranteed investment certificates, which have been invested with reputable financialinstitutions. Financial instruments included in sundry receivables and due from relatedparties consist of sales taxes receivable from government authorities in Canada, depositsheld with service providers and amounts due from an officer of the Company and a Companyunder common management. Sundry receivables and amounts due from related parties are ingood 

standing as of January 31, 2009. Management believesthat the credit risk concentration with respect to financial instruments is minimal. 

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

(ii) Liquidity risk 

Liquidity risk refers to the risk that the Company willnot be able to meet its financial obligations when they become due, or can only do so atexcessive cost. The Company's approach to managing liquidity risk is to ensure that itwill have sufficient liquidity to meet liabilities when due. As at January 31, 2009, theCompany had cash and cash equivalents and short term investments of $1,701,148 (2008 -$7,326,934) to settle current liabilities of $190,288 (2008 - $220,737). All of theCompany's financial liabilities have contractual maturities of less than 30 days and aresubject to normal trade terms. 

(iii) Market risk 

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

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**(a) 
Interest rate risk 

Interest rate risk is the risk that the fair value of a financial    instrument will fluctuate due to changes in market interest rates. The Company has cash    balances and no interest-bearing debt. The Company's current policy is to invest excess    cash in investment-grade short-term guaranteed investment certificates issued by its    banking institutions. The Company periodically monitors the investments it makes and is    satisfied with the creditworthiness of its banks. The Company regularly monitors its cash    management policy. 

- (b) 
- Foreign currency risk 

Foreign exchange risk arises from future commercialtransactions and recognized assets and liabilities denominated in a currency that is notthe entity's functional currency. The risk is measured using cash flow forecasting. TheCompany's functional and reporting currency is the United States dollar ("USdollar") and major purchases are transacted in US dollars. The Company funds mostoperations, as well as exploration and administrative expenses, in the United States on acash call basis using US dollar currency converted from its Canadian dollar bank accountsheld in Canada. The 

Company maintains US dollar bank accounts in Canada andthe United States. The Company is subject to gains and losses due to fluctuations in theUS dollar against the Canadian dollar. Management believes the foreign exchange riskderived from currency conversions is negligible and therefore does not hedge its foreignexchange risk. 

(c) Commodity price risk 

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

**Sensitivity analysis 
Based on management's knowledge and experience ofthe financial markets, the Company believes the following movements are "reasonablypossible" over a twelve 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
month period. The sensitivity analysis shown in the notes below maydiffer materially from actual results. - Interest rate risk is remote as the interest rates on the Company's money    market deposits and short-term investments are fixed. 
- The Company's marketable securities are subject to fair value    fluctuations. As at January 31, 2009, if the fair value of the marketable securities had    decreased/increased by 10% with all other variables held constant, comprehensive loss for    the twelve months ended January, 31 2009 would have been 
- approximately $20,000 higher/lower. Similarly, as January 31, 2009,    reported shareholders' equity would have been approximately $20,000 lower/higher as a    result of a 10% decrease/increase in the fair value of marketable securities. 
- Cash and cash equivalents, marketable securities, sundry receivables, due    from related parties and accounts payable and accrued liabilities denominated in Canadian    dollars are subject to foreign currency risk. As at January 31, 2009, had the US dollar    weakened/strengthened by 5% against the Canadian dollar with all other variables held    constant, the Company's accumulated other comprehensive income (loss) would have been    approximately $90,508 lower/higher as a result of foreign exchange losses/gains on    translation of non-US dollar denominated financial instruments. Similarly, as at January    31, 2009, reported shareholders' equity would have been approximately $90,508 lower/higher    had the US dollar 
- weakened/strengthened by 5% against the Canadian dollar as a result of    foreign exchange losses/gains on translation of non-US dollar denominated financial    instruments. 
- Commodity price risk could adversely affect the Company. In particular,    the Company's future profitability and viability of development depends upon the world    market price of coal and precious metals. Coal and precious metals hve fluctuated widely    in recent years. There is no assurance that, even as commercial quantities of coal and    precious metals may be produced in the future, a profitable market will exist for them. A    decline in the market price of coal and precious metals may also require the Company to    reduce its mineral properties, which could have a material and adverse effect on the    Company's value. As of January 31, 2009, the Company is not a coal or precious metal    producer. As a result, commodity price risk may affect the completion of future equity    transactions such as equity offerings and the exercise of stock options. This may also    affect the Company's liquidity and its ability to meet its ongoing obligations. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****IFRS IMPLEMENTATION PLAN 
The AcSB has confirmed that IFRS will replace current Canadian GAAPfor publicly accountable enterprises, effective for fiscal years beginning on or afterJanuary 1, 2011. Accordingly, the Company will report interim and annual financialstatements (with comparatives) in accordance with IFRS beginning with the quarter endedMarch 31, 2011. The Company, through its out sourced bookkeepers and financial statementpreparers, has commenced the development of an IFRS implementation plan to prepare forthis transition, and is currently in the process of analyzing the key areas where changesto current accounting policies may be required. While an analysis will be required for allcurrent accounting policies, the initial key areas of assessment will include: - Exploration and development expenditures, 
- Property, plant and equipment (measurement and valuation), 
- Provisions, including asset retirement obligations, 
- Stock-based compensation, 
- Accounting for income taxes, and 
- First-time adoption of International Financial Reporting Standards (IFRS    1) 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
As the analysis of each of the key areas progresses, other elements ofthe Company's IFRS implementation plan will also be addressed, including: the implicationof changes to accounting policies and processes; financial statement note disclosures oninformation technology; internal controls; contractual arrangements; and employeetraining. The table below summarizes the expected timing of activities related to theCompany's transition to IFRS. 
Initial analysis of    key areas for which changes to accounting policies may be required. In progress, expected    to be complete during Q2 2009 Detailed analysis of    all relevant IFRS requirements and identification of areas requiring accounting policy    changes or those with accounting policy alternatives. Throughout 2009 **Assessment of    first-time adoption (IFRS 1) requirements and alternatives.****Throughout 2009******Final    determination of changes to accounting policies and choices to be made with respect to    first-time adoption alternatives****Q4 2009 - Q1 2010******Resolution    of the accounting policy change implications on information technology, internal controls    and contractual arrangements****Q4 2009 - Q2 2010******Management    and employee education and training****Throughout the    transition process******Quantification    of the Financial Statement impact of changes in accounting policies****Throughout 2010******Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****RISK FACTORS 
An investment in the securities of the Company is highly speculativeand involves numerous and significant risks. Such investment should be undertaken only byinvestors whose financial resources are sufficient to enable them to assume such risks andwho have no need for immediate liquidity in their investment. Prospective investors shouldcarefully consider the risk factors described below. 

Exploration Stage Company and Exploration Risks The Company is ajunior resource company focused primarily on the acquisition and exploration of mineralproperties located in USA. The properties of the Company have no established reserves.There is no assurance that any of the projects can be mined profitably. Accordingly, it isnot assured that the Company will realize any profits in the short to medium term, if atall, from its mineral properties. Any profitability in the future from the business ofexploration will be dependent upon developing and commercially mining an economic depositof minerals, which in itself is subject to numerous risk factors. The exploration anddevelopment of mineral deposits involve a high degree of financial risk over a significantperiod of time that even a combination of management's careful evaluation, experience andknowledge may not eliminate. While discovery of ore-bearing structures may result insubstantial rewards, few properties that are explored are ultimately developed intoproducing mines. Major expenses may be required to establish reserves by drilling and toconstruct mining and processing facilities at a particular site. It is impossible toensure that the current exploration, development and production programs of the Companywill result in profitable commercial mining operations. The profitability of the Company'soperations will be, in part, directly related to the cost and success of its explorationand development programs, which may be affected by a number of factors. Substantialexpenditures are required to establish reserves that are sufficient to commercially minesome of the Company's properties and to construct, complete and install mining andprocessing facilities on those properties that are actually mined and developed. 

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

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Government Regulations The Company's exploration operations aresubject to government legislation, policies and controls relating to prospecting,development, production, environmental protection, mining taxes and labour standards. Inorder for the Company to carry out its mining activities, the Company's exploitationlicences must be kept current. There is no 

guarantee that the Company's exploitation licences will be extended orthat new exploitation licences will be granted. In addition, such exploitation licencescould be changed and there can be no assurances that any application to renew any existing

licences will be approved. The Company may be required to contribute tothe cost of providing the required infrastructure to facilitate the development of itsproperties. The Company will also have to obtain and comply with permits and licenceswhich may contain specific conditions concerning operating procedures, water use, wastedisposal, spills, environmental studies, abandonment and restoration plans and financialassurances. There can be no assurance that the Company will be able to comply with anysuch conditions. 

Market Fluctuations and Commercial Quantities The market forminerals is influenced by many factors beyond the control of the Company such as changingproduction costs, the supply and demand for minerals, the rate of inflation, the inventoryof mineral producing companies, the international economic and political environment,changes in international investment patterns, global or regional consumption patterns,costs of substitutes, currency availability and exchange rates, interest rates,speculative activities in connection with minerals, and increased production due toimproved mining and production methods. The metals industry in general is intenselycompetitive and there is no assurance that, even if commercial quantities and qualities ofmetals are discovered, a market will exist for the profitable sale of such metals.Commercial viability of precious and base metals and other mineral deposits may beaffected by other factors that are beyond the Company's control including particularattributes of the deposit such as its size, quantity and quality, the cost of mining andprocessing, proximity to infrastructure and the availability of transportation and sourcesof energy, financing, government legislation and regulations including those relating toprices, taxes, royalties, land tenure, land use, import and export restrictions, exchangecontrols, restrictions on production, as well as environmental protection. It isimpossible to assess with certainty the impact of various factors that may affectcommercial viability so that any adverse combination of such factors may result in theCompany not receiving an adequate return on invested capital. 

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
Mining Risks and Insurance The Company is subject to risksnormally encountered in the mining industry, such as unusual or unexpected geologicalformations, cave-ins or flooding. The Company may become subject to liability forpollution, damage to life or property and other hazards of mineral exploration againstwhich it or the operator if its exploration programs cannot insure or against which it orsuch operator may elect not to insure because of high premium costs or other reasons.Payment of such liabilities would reduce funds available 

for acquisition of mineral prospects or exploration and development andwould have a material adverse affect on the financial position of the Company. 

Environmental Protection The mining and mineral processingindustries are subject to extensive governmental regulations for the protection of theenvironment, including regulations relating to air and water quality, mine reclamation,solid and hazardous waste handling and disposal and the promotion of occupational healthand safety, which may adversely affect the Company or require it to expend significantfunds. 

Capital Investment The ability of the Company to continueexploration and development of its property interests will be dependent upon its abilityto raise significant additional financing hereafter. There is no assurance that adequatefinancing will be available to the Company or that the terms of such financing will befavourable. Should the Company not be able to obtain such financing, its properties may belost entirely. 

Conflicts of Interest Certain of the directors and officers ofthe Company may also serve as directors and officers of other companies involved in baseand precious metal exploration and development and consequently, the possibility ofconflict exists. Any decisions made by such directors involving the Company will be madein accordance with the duties and obligations of directors to deal fairly and in goodfaith with the Company and such other companies. In addition, such directors declare, andrefrain from voting on, any matters in which such directors may have a conflict ofinterest. 
**DISCLOSURE OF INTERNAL CONTROLS 
Management has established processes, which are in place to providethem sufficient knowledge to support management representations that they have exercisedreasonable 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
diligence that (i) the audited consolidated financialstatements do not contain any untrue statement of material fact or omit to state amaterial fact required to be stated or that is necessary to make a statement notmisleading in light of the circumstances under which it is made, as of the date of and forthe periods presented by the audited consolidated financial statements, and (ii) theaudited consolidated financial statements fairly present in all material respects thefinancial condition, results of operations and cash flows of the Company, as of the dateof and for the periods presented by the audited consolidated financial statements. 

In contrast to the certificate required underMultilateral Instrument 52-109 Certification of Disclosure in Issuers' Annual and InterimFilings (MI 52-109), the Company utilizes 

the Venture Issuer Basic Certificate, which does notinclude representations relating to the establishment and maintenance of disclosurecontrols and procedures (DC&P) and internal control over financial reporting (ICFR),as defined in MI 52-109. In particular, the certifying officers filing the Certificate arenot making any representations relating to the establishment and maintenance of: 
- (i)
- controls and other procedures designed to provide reasonable assurance    that information required to be disclosed by the issuer in its annual filings, interim    filings or other reports filed or submitted under securities legislation is recorded,    processed, summarized and reported within the time periods specified in securities    legislation; and 
- (ii)
- a process to provide reasonable assurance regarding the reliability of    financial reporting and the preparation of financial statements for external purposes in    accordance with the issuer's GAAP. The Company's certifying officers are responsible for    ensuring that processes are in place to provide them with sufficient knowledge to support    the representations they are making in this certificate. 

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

**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009**
**Detail of Mineral Properties**Cumulative    from    date of inception    of 
January 31, January 31, January 31, exploration For the years ending 2009 20082007 phase Gold Wedge Project    Opening balance $11,866,061 $6,912,843 $2,857,531 $0 Property Acquisition    costs 121,785 93,463 171,376 721,647 Travel 35,222 77,588 77,737 325363 Mine development    costs 53,909 241,075 293,519 1,036,117 Drilling 64,356 606,223 53,185 948,995General exploration 0 0 5,023 133,353 Professional fees 0 0 0 72,636 Consulting 1,228,118 1,146,1191,377,7064,699,163Office and general 410,285 729,941 335,767 1,556,194 Analysis and assays 29,006 23,899 30,063 147,627 Supplies, Equipment    and transportation 869,750 1,389,747 1,171,969 3,632,548 Amortization 498,808 645,163 538,967 1,903,607 Activity during    the period 3,311,239 4,953,218 4,055,312 15,177,300 Closing balance $15,177,300 $11,866,061 $6,912,843 $15,177,300 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****Cumulative**from    date of inception    of 
January 31, January 31, January 31, exploration For the years ending 2009 2008 2007 phase Pinon Project Opening balance $1,451,428 $1,148,259 $762,285 $0 Property Acquisition    costs 111,617 19,017 34,047 556,204 Travel 51,498 14,978 0 78,326Drilling 0 0 8,333 130,600General exploration 0 0 0 7,765 Professional fees 0 0 0 66,273Office and general 0 54,413 15,296 98,120Geologist 0 0 0 32,653 Consulting 256,585 207,590 151,133 659,077 Reclamation costs 0 0 167,785 167,785 Analysis and assays 0 7,171 9,380 74,042 Supplies, Equipment    and transportation 59,994 0 0 60,277 Activity during    the period 479,694 303,169 385,974 1,931,122 Closing balance $1,931,122 $1,451,428 $1,148,259 $1,931,122 **Railroad    Project**Opening balance $331,446 $215,813 $175,670 $0 Property Acquisition    costs 128,567 115,633 40,143 460,013 Activity during    the period 128,567 115,633 40,143 460,013 Closing balance $460,013 $331,446 $215,813 $460,013 **Fondaway Project**Opening balance $246,457 $162,778 $127,652 $0 Property Acquisition    costs 55,822 64,754 35,126 283,003 Travel 0 3,279 0 3,279 Drilling 0 15,646 0 15,646 Analysis and assays 0 0 0 351 Activity during    the period 55,822 83,679 35,126 302,279 Closing balance $302,279 $246,457 $162,778 $302,279 
**Royal Standard Minerals Inc. *Management's Discussion and Analysis*Year ended January 31, 2009 Discussion Dated May 29, 2009****Cumulative**from    date of inception    of 
January 31, January 31, January 31, exploration For the years ending 2009 2008 2007 phase Como Project Opening balance 0 $108,050 $108,050 $0 Property Acquisition    costs 0 35,933 0 71,628 Travel 0 0 0 2,806 Geologist 0 0 0 5,098 Consulting 0 0 0 41,532Rent 0 1,477 0 55,052 Analysis and assays 0 0 0 9,138 Written off 0(145,460) 0(185,254) Activity during    the period 0 (108,050) 0 0 Closing balance 0 $0 $108,050$0 **Kentucky    Project**Opening balance 0 0 0 0 Property Acquisition    costs 418,000 0 0 418,000 Reclamation costs 19,277 0 0 19,277 Travel 13,827 00 13,827 Professional fees 48,680 0 0 48,680 Consulting 163,828 0 0 163,828 Office and general 60,655 0 0 60,655 Supplies, Equipment    and 0 0 transportation 306,805 306,805 Rent and Amortization    105,610 0 0 105,610 Activity during the    period 1,136,682 0 0 1,136,682 Closing balance $1,136,6820 0 $1,136,682 **TOTAL****$19,007,396****$13,895,392****$8,547,743****$19,007,39**6****
 

**Item 18. Financial Statements.**
Not applicable. 

Item 19. Exhibits. 

None 

SIGNATURES 

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

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

Date: July 29, 2009 

*Risks Associated with Forward Looking Statements.*This Form 20-Fcontains certain forward-looking statements within the meaning of Section 27A of theSecurities Act of 1933, as amended (the "Securities Act"), and Section 21e ofthe securities Exchange Act of 1934, as amended (the "Exchange Act"), which areintended to be covered by the safe harbors created thereby. Investors and shareholders arecautioned that all forward-looking statements involve risks and uncertainty, includingwithout limitation, the ability of the Company to continue its mineral explorationstrategy, complete recommended work programs, the success of the Company in locatingmineral bodies in commercially recoverable quantities, the ability of the Company todevelop the mineral bodies either on its own or in partnership with third parties, theability of the Company to acquire interests in mineral exploration properties or miningclaims, as well as market prices for mineral resources, competition and general marketconditions. Although the Company believes that the assumptions underlying theforward-looking statements contained herein are reasonable, any of the assumptions couldbe inaccurate, and therefore, there can be no assurance that the forward-lookingstatements included in this Form 20-F will prove to be accurate. In light of thesignificant uncertainties inherent in the forward-looking statements included herein, theinclusion of such information should not be regarded as a representation by the Company orany other person that the objectives and plans of the Company will be achieved. 

CERTIFICATIONS 

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 29, 2009 

\s\ Roland M. LarsenRoland M. Larsen President & CEO 

CERTIFICATIONS 

I, J. Allan Ringler, 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 29, 2009 

\s\ J. Allan Ringler J. Allan Ringler Director & CFO 

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. ("theCompany"), certify that:- the annual report on Form 20F of the Company for the fiscal year ending January 31, 2009    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. LarsenPresident & CEO July 29, 2009 

Royal Standard Minerals Inc. 

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

I, J. Allan Ringler, Director of Royal Standard Minerals Inc. ("theCompany"), certify that:- the annual report on Form 20F of the Company for the fiscal year ending January 31, 2009    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\ J. Allan Ringler J. Allan Ringler Director and CFO July 29, 2009********************************************************************************************************************************************************************************************************************************************************************************