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**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, 2010**
**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: 001-28980
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**
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Securities for which there is a reporting obligation pursuant toSection 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.

46,619,863 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 

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**Inde**x PART 1ITEM 1 IDENTITY OF DIRECTORS, SENIOR    MANAGEMENT AND ADVISERS 5ITEM 2 OFFER STATISTICS AND EXPECTED    TIMETABLE 5ITEM 3 KEY INFORMATION 5*A.**Selected financial data*5*B.**Capitalization and    indebtedness*6*C.**Reasons for the offer and use    of proceeds*6*D.**Risk factors*6ITEM 4 INFORMATION ON THE COMPANY 8*A.**History and development of the    company*8*B.**Business overview*9*C.**Organizational structure*16*D.**Property, plants and equipment*16ITEM 5 OPERATING AND FINANCIAL REVIEW    AND PROSPECTS 32*A.**Operating results*32*B.**Liquidity and capital    resources*33*C.**Research and development,    patents and licenses, etc.*35*D.**Trend information*35*E.*Off balance sheet arrangements 36*F.*Tabular disclosures of    contractual obligations 36*G.*Safe harbor 36ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND    EMPLOYEES 36*A.**Directors and senior    management*36*B.**Compensation*39*C.**Board practices*44*D.**Employees*45*E.**Share ownership*46ITEM 7 MAJOR SHAREHOLDERS AND RELATED    PARTY TRANSACTIONS 46*A.**Major shareholders*46*B.**Related party transactions*46*C.**Interests of experts and    counsel*47ITEM 8 FINANCIAL INFORMATION 47*A.**Consolidated statements and    other financial information*47*B.**Significant changes*47ITEM 9 THE OFFER AND LISTING 49*A.**Offer and listing details*49*B.**Plan of distribution*50*C.**Markets*50*D.**Selling shareholders*50*E.**Dilution*50*F.**Expense of the issue*50ITEM 10 ADDITIONAL INFORMATION 50*A.**Share capital*50*B.**Memorandum and articles of    association*50*C.**Material contracts*50*D.**Exchange controls*51*E.**Taxation*53*F.**Dividends and paying agents*53*G.**Statements by experts*53*H.**Documents on display*54*I.**Subsidiary information*54
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ITEM 11 QUANTITATIVE AND QUALITATIVE    DISCLOSURES ABOUT MARKET RISK 54ITEM 12 DESCRIPTION OF SECURITIES OTHER    THAN EQUITY SECURITIES 55PART IIITEM 13 DEFAULTS, DIVIDENT ARREARAGES AND    DELINQUENCIES 55ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS    OF SECURITY HOLDERS AND USE OF PROCEEDS 55ITEM 15 CONTROLS AND PROCEDURES 55A DISCLOSURE CONTROLS AND    PROCEDURES 55B MANAGEMENT'S ANNUAL REPORT ON    INTERNAL CONTROLS OVER FINANCIAL REPORTING 55C ATTESTATION REPORT OF THE    REGISTERED PUBLIC ACCOUNTING FIRM 56D CHANGES IN CONTROL OVER FINANCIAL    REPORTING 56ITEM 16 [RESERVED] 56A AUDIT COMMITTEE FINANCIAL REPORT 56B CODE OF ETHICS 56C PRINCIPAL ACCOUNTANT FEES AND    SERVICES 56D EXEMPTIONS FROM THE LISTING    STANDARDS FOR AUDIT COMMITTEES 57E PURCHASES OF EQUITY SECURITIES BY    THE ISSUER AND AFFILIATED PURCHASERS 57F CHANGES IN REGISTRANT'S    CERTIFYING ACCOUNTANT 57G CORPORATE GOVERNANCE 57PART IIIITEM 17 FINANCIAL STATEMENTS 57MANAGEMENTS DISCUSSION AND    ANALYSIS 103ITEM 18 FINANCIAL STATEMENTS 136ITEM 19 EXHIBITS 136SIGNATURES 136
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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, 2010, 2009, 2008, 2007, and 2006. 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 DataFor the Years Ended January 31 (Expressed in US Currency) 
**2010****2009****2008 (Restated1)****2007 (Restated1)**
**2006**Statement of Operations******Revenue $0 
$0 $0 
$0 
$0 ****Interest Income $9,630 $115,822 $396,294 $391,420 
$0 ****Expenses ($1,412,913) ($783,238) ($2,270,313)($4,902,903)($1,306,963) ****Net loss for the year ($821,104) ($872,981) ($1,180,034)($4,511,483)($1,674,430) ****Deficit, beginning of year ($15,848,161 ($14,975,180)($14,810,739) ($9,760,289)($7,865,190) ****Deficit, end of year ($16,669,265) ($15,848,161)($14,975,180) ($14,135,735)($9,760,289) ****Loss per common share:****Basic and diluted loss     per share ($0.01) ($0.01) ($0.01)($0.07)($0.03) ****Weighted Average    SharesOutstanding     83,470,428     83,194,825     82,983,768 
    73,771,233 
    53,907,094 ****5
**Balance Sheet**
**For    the Years Ending January 31****2010****2009**
**2008**(Restated1) 
**2007**(Restated1) 
**2006**Current Assets $830,816 $1,947,791$8,006,287 $10,438,324$1,445,200 ****Exploration Properties $19,799,686 $19,007,396$13,895,392 $8,547.743$3,810,519 ****Equipment, net $725,906 $1,059,744$1,483,690$2,056,392$1,258,994 ****Total Assets $22,013,132 $22,506,672$23,588,555$21,224,226 $6,646,480 ****Current Liabilities $301,381 $190,288$220,737$202,157$221,733 ****Net Assets $21,479,741 $22,084,374$23,164,632
$20,840,302 $6,292,080 ****1. For details see Note 20 of the Royal Standard MineralsConsolidated Financial Statements (Audited) for the Years ending January 31, 2010 and2009. *****Currency Exchange Rates*

Except where otherwise indicated, all dollar figures in thisannual report on Form 20-F, including the financial statements, refer to United Statescurrency. The following table sets forth, for the periods indicated, certain exchangerates certified by the Federal Reserve Bank of New York for customs purposes as requiredby section 522 of the amended Tariff Act of 1930. These rates are also those required bythe SEC for the integrated disclosure system for foreign private issuers. The informationis based on data collected by the Federal Reserve Bank of New York from a sample of marketparticipants. The data are noon buying rates in New York for cable transfers payable inforeign currencies and represent the number of Canadian dollars per one US dollar. 
Year Ended December    31**20101****2009****2008****2007****2006**High for the Period 1.0776 1.2995 1.2971 1.1852 1.1726 ****Low for the Period 0.9960 1.0289 0.9717 0.9168 1.0989 ****Average for the Period 1.0327 1.1412 1.660 1.0734 1.1340 ****Rate at the end of the Period 1.0497 1.0461 1.2240 0.9881 1.1652 ****1 Based on the period beginning 1/1/10 and ending on5/28/10.******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 ofsubstantial risks and the securities of Royal Standard are highly speculative in nature.The following risk factors should be considered: 

*******Absence of Public Market*
Trading of the Common Shares of Royal Standard has beensporadic and very limited and no assurance can be given that an active trading market willdevelop or be sustained. Investment in Royal Standard is, therefore, not suitable for anyinvestors who may have to liquidate their ******6

investments on a timely basis and should only be considered byinvestors 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, 2010, the Company had an accumulated deficitof U.S. $16,669,265. There can be no assurance that the Company will ever achieve revenuesfrom operations or that its operations will ever be profitable. *******Additional Capital*

The terms of the Company's rights to its properties requirethat the Company expend significant funds on exploratory and other pre-productionactivities. Should the Company fail to make these expenditures on a timely basis, it wouldforfeit its rights to the particular projects, including the sums expended through thedates of such forfeitures. The Company's present capital resources are sufficient to fundthese costs. There can be no assurance that the Company will be able to raise additionalcapital on acceptable terms or at all. In any event, any additional issuance of equitywould be dilutive to the Company's current shareholders. *******No History of Operations*

The Company is an exploration stage enterprise with nohistory of prior operations and no earnings. There can be no assurance that the Company'soperations will become profitable in the future. The success of the Company will bedependent on the expertise of its management, the quality of its properties, and itsability to raise the necessary capital to carry out its business plan. If financing isunavailable for any reason, the Company will be unable to acquire and retain its mineralconcessions and carry out its business plan. *******Regulatory and Economic Factors*

Any exploration operations carried on by the Company aresubject to government legislation, policies and controls relating to prospecting,development, production, environmental protection, mining taxes and labor standards. Inaddition, the profitability of any mining prospect is affected by the market for mineralswhich is influenced by many factors including changing production

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costs, the supply and demand for minerals, the rate of inflation, theinventory of mineral producers, the political environment and changes in internationalinvestment patterns. 

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

*******Title to Properties*
The validity of unpatented mining claims on public lands,which constitute most of the property holdings is often uncertain and may be contested andsubject to title defects. *******Conflict of Interest*

Certain directors and officers of the Company are alsodirectors and officers of other natural resource and base metal exploration anddevelopment companies. As a result, conflicts may arise between the obligations of thesedirectors to the Company and to such other companies. *******Dependence on Key Personnel*

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

*******Effect of Outstanding Warrants and Options;Negative Effect of Substantial Sales*
As of January 31, 2010, the Company had outstanding optionsto purchase an aggregate of 7,904,691 Common Shares. There were no warrants outstanding asof January 31, 2010. All of the foregoing securities represent the right to acquire CommonShares of the Company during various periods of time and at various prices. Holders ofthese securities are given the opportunity to profit from a rise in the market price ofthe Common Shares and are likely to exercise its securities at a time when the Companywould be able to obtain additional equity capital on more favorable terms. Substantialsales of Common Shares pursuant to the exercise of such options and warrants could have anegative effect on the market price for the Common Shares. 

*******Dividends*
The Company does not anticipate paying dividends in theforeseeable future. 

********Item 4. Information on the Company A. History and development of the company. 
Royal Standard Minerals Inc. herein referred to as"Royal Standard" or the "Company", was incorporated pursuant to thelaws of Canada by articles of incorporation dated December 10, 1986 under its former name,Ressources Minieres Platinor Inc. ("Ressources"). On April 30, 1996, RoyalStandard shareholders 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. 

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The registered office of Royal Standard is located at 360 Bay Street,Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal Standard is locatedat 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also has an office at OneMain Street, Manhattan, Nevada, 89022. ********B. Business overview. 
Royal Standard is a mineral exploration company engagedin locating, acquiring exploring and the development of gold and precious metal depositsin the state of Nevada and coal in the state of Kentucky. The Company owns a 100% interestin eight (6) projects in three (3) gold-silver districts in Nevada. These projects includethe Goldwedge project in Nye County, Manhattan District project, the Pinon and Dark Starprojects in Elko County, the Fondaway Canyon, Dixie-Comstock projects in Churchill Countyand the Campton project in 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. ********-  
********9
*Goldwedge Project*
The Goldwedge, one of several gold deposits in thearea, is considered 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. 

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. This option was exercised prior to August31, 2009 and as a result this property is 100% owned by the Company. 

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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, 2010, cumulative net expenditures of $16,087,544 wereincurred on the Gold Wedge Project consisting of: (1) acquisition costs - $1,151,675; (2)travel - $332,277; (3) mine development costs - $1,046,788; (4) drilling - $948,793; (5)general exploration - $133,353; (6) $80,164 - professional fees; (7) consulting, wages andsalaries - $4,981,711; (8) office and general 

- $1,674,306; (9) analysis and assays - $155,610; (10) supplies,equipment and transportation - $3,686,751; and (11) amortization - $2,226,131; and (12)net sale of exploration ore - $330,015. These costs were incurred in connection withvarious activities the Company performed on a discretionary basis. 

*Future Programs*

If a financing is obtained management anticipates advancing theproduction potential on the Gold Wedge project by incurring further explorationexpenditures and upgrading the plant. However, if a financing is not obtained there willbe no significant Company funded exploration program on the Gold Wedge project. TheCompany will maintain its 2010 lease payment obligations and claim renewal fees. 

**This project is an advanced exploration project without knownreserves and the proposed program is exploratory in nature.**
*********Pinon Project-Carlin Trend South*
This project is located approximately 20 miles south ofthe town of Carlin, Nevada in Elko County, Nevada. The project land position is locatedeast of Nevada state route 276 and extends for 10+ miles in a north-south direction southof the town of Carlin. The best access to the project is via I-80 to Carlin and south onroute 276 to the property 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 project is located on the southern portion of the CarlinTrend immediately south of Newmont's Rain gold district. The Carlin Trend is one of themost prolific gold trends in the world and has produced more than 50 million ounces ofgold. The properties are located within a well-mineralized region, which supports thepotential for expanding the known gold deposits and making new discoveries. Much of thedistrict 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 

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deposits has expanded tremendously. This expanded knowledge can be usedto re-interpret all of the available data, which may identify new exploration targets onthe ground controlled by RSM. Also, during the past 10+ years numerous high-grade golddeposits have been discovered along the Carlin Trend that can be mined using undergroundtechniques. Many of these deeper deposits are associated with surface oxidized golddeposits. Essentially no significant deeper exploration has been conducted under the Pinondeposit, or at other places on the property. The exploration opportunity offers thepossibility for discovery of additional gold deposits at Pinon-Railroad. 

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 project includes approximately 8,000 acres comprisingunpatented BLM lode mining claims, patents and leased fee lands. The focus of RSM'scurrent 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 project including surface, heap leach facilities design and open pit modeling of thedeposits. All of this work has been completed in preparation for the filing of a miningpermit 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 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$77,000 and incur exploration expenditures totaling $175,000 to keep the leases in goodstanding for the year ended January 31, 2011. The lessors will retain a 5% net smelterreturn royalty. 

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

On August 31, 2009 the option was exercised to acquire 100% of thisproject by making the $1,765,000 and the property was sold to an unrelated private companyfor net proceeds of $1.2 million, a 1% NSR royalty and 500,000 common shares of theprivate company. The sale of this property resulted in a gain on the sale of $583,199. 

The Company has recorded an asset retirement obligation in the amountof $54,136 on its Pinon Project, representing the estimated costs of the Company'sobligation to restore the property site to its original condition as required by the Stateof Nevada regulatory authorities. 

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*Project Expenditures*

To January 31, 2010, cumulative expenditures of $2,618,817 wereincurred on the Pinon Project consisting of: (1) property acquisition costs - $1,076,210;(2) travel - $78,326; (3) drilling - $130,600; (4) general exploration - $7,765; (5)professional fees - $209,521; (6) office and general 

- $98,120; (7) geologist - $32,653; (8) consulting, wages and salaries- $687,062; (9) reclamation costs - $167,785; (10) analysis and assays - $74,042; and (11)supplies, equipment and transportation - $56,733. The expenditures relating to theRailroad Project in the amount of $617,300 were applied against the proceeds receivedresulting in cumulative expenditures of the Pinon Project to be $2,001,517. These costswere incurred in connection with various activities performed by the Company on adiscretionary basis. 

*Future Programs*

The Railroad project was successfully sold and the only otherexpenditures anticipated under the Pinon project are to keep the leases in good standing.If a financing is obtained, the Company will actively pursue the completion and filing ofa mining permit application with the BLM and NDEP on this project for the year endedJanuary 31, 2011. 

**The property is without known reserves and the proposed programis exploratory in nature.**
*********Fondaway Canyon Project*
The 100% controlled Fondaway Canyon gold project islocated in Churchill County, Nevada in the Stillwater range. The project is accessibleeast from Fallon, Nevada via State of Nevada route 116 an unpaved road. The Fondawaydeposit is located 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. 

13

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, 2010, cumulative expenditures of $339,776 were incurredon the Fondaway project consisting of: (1) property acquisition costs - $320,500; (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*

If a financing can be obtained, the Company is planning to performexploration drilling and permitting work totaling approximately $640,000 for the yearended January 31, 2011 on the Fondaway project. However, if a financing is not obtainedthere will be no significant Company funded exploration program on the Fondaway project.The Company will maintain its 2010 lease payment obligations and claim renewal fees. 

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

*******Manhattan/Round Mountain Caldera Program*
The project area is located southeast of the town of Round  Mountain, Nevada east of State route 

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

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

Freeport Gold, Tenneco (Echo Bay) recognized the potential of the  district (to include the Goldwedge deposit that is currently under control by RSM)  however, these deposits were not suited for open pit mining. At that time the large mining  companies did not consider the underground development projects feasible. Although  Sunshine Mining Co. considered an underground mine development in 1988 on the Goldwedge  deposit, continued exploration by Crown Resources and others on the Company's claims  indicated sections (5+'-30') of potentially mineable grades greater than 0.5 opt gold. The  continued downturn in the gold market, tightened corporate budgets and high holding costs  for the properties forced many companies to turn back the land positions to the claim  owners. Currently, the Company controls approximately 4,000 feet of strike length.  Approximately 1,000-1,200 feet of this strike length has been drill tested indicating  positive results. ******14
***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 1,000 acres of coal mineral rights under lease and includes an approved  Kentucky Mining Permit, I.D. No. 919-0066. 

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

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

*Project Expenditures*

To January 31, 2010, cumulative expenditures of $1,370,849 were  incurred on the Wolfe County, Kentucky project consisting of: (1) property acquisition  costs - $418,300; (2) travel - $25,989; (3) professional fees - $78,353; (4) consulting,  wages and salaries - $207,522; (5) office and general - $96,480; (6) supplies, equipment  and transportation - $400,313; (7) rent - $94,010; (8) Reclamation costs - $22,202 and (9)  amortization - $27,680. These costs were incurred in connection with various activities  performed by the Company on a discretionary basis. 

*Future Programs*

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

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******C. Organizational structure. 
The Company has two wholly owned subsidiaries, Kentucky  Standard Energy 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  Bay Street, Suite 500, Toronto, Ontario M5H, 2V6 and the principal office of Royal  Standard is located at 3258 Mob Neck Road, Heathsville, Virginia 22473. The Company also  has an office at One Main Street, Manhattan, Nevada, 89022. 
*******Nevada Projects*
*Goldwedge Project*

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

Currently Sierra Power, a commercial electric supplier, services this  site. The Company has all of the necessary water rights secured from the State of Nevada. ****16
**LOCATION MAP   Source: RSM 2003**
  

17 

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, 824432****824436,826461-826476, 829859****829863, 834113 **** 
**Location of Claims**
# of Claims/Acres/Owner
Importance to Development      Goldwedge Deposit (option to      Purchase 100% for $200,000) 4 Claims/50 Acres/Hill 90% of known measured deposit and      most of know indicated deposit, 3% NSR, - 5-year lease term, renewable ****North Plunge of Goldwedge      Deposit and 1.5 miles of Mineralized Caldera Margin Trend (RSM owns 100% of Unpatented      Claims) 34 Claims/450 Acres/RSM Largest deep inferred and unexplored      mineralized caldera margin ****South End of Goldwedge      Deposit and East Caldera Margin Trend (RSM owns 100% of Patent Claim 1 Claim/20.03 Acres/RSM (Orphant      Patent) Approximately 5% of known      deposit, Private Land for Decline and Plant Site, and 1,500 feet of mineralized caldera      trend, facility site plan, 1% NSR ****18
******Goldwedge - Manhattan Project Area******
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****Wm. Michael Donovan Jr.,    Professional Land Surveyor #2617, surveyed the land holdings in the immediate vicinity of    the deposit to determine the exact land boundaries in relation to the gold deposit. 

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

The first potential mine development program is the 100% owned    Goldwedge deposit located within the Manhattan Mining District. The Goldwedge deposit is    located approximately 8 miles south of the large Round Mountain gold mine. All mine and    mill (plant) and water use permits were achieved in early, 2004. Also, in 2004 the Company    constructed a 700 foot (underground) decline and cross cut to test one of the gold    mineralized structures within a 100+ wide structural zone. Additionally, RSM completed the    surface facilities necessary to process the material to be mined onsite to include silt    ponds, ore pad and the onsite gold processing plant. The Company acquired a full    production scale gold recovery (gravity) plant that will be utilized to process the mined    material as part of the test mining program. 
The underground bulk sampling and decline development program    continued during 2007, although the underground effort was hampered by the effects of    groundwater. As of 2008 the Company has completed approximately 5,000 feet of underground    development to include decline development and a series of cross cuts have been completed.    A dewatering well was drilled in 2008 to reduce and control the water levels within the    mine. In 2007 the treatment of lower grade mined material continued with the processing    this material through an onsite (gravity) plant. The surface facilities and the gold    recovery plant were completed in 2005 and modified in 2006-2007 as a means to improve gold    recoveries. 
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The program in 2009 was concentrated on acquiring the necessary    permits with the various state and federal agencies to handle water disposal through the    permit of a Rapid Infiltration Basin on the Company's properties. Project work included    plant modifications as part of an effort to increase the daily throughput of gold bearing    material as part of the milling process. 
During the year ending January 31, 2010, expenses on the Goldwedge    project were $1,240,259 bringing total RSM expenses on this project to $15,177,300. Future    expenditures are expected to be an additional $3-5 million over the next two years    concentrating on underground development, drilling and plant modifications. ******** For the years endingJanuary 31, 2010January 31, 2009January 31, 2008Cumulative from date of inception        of exploration phaseGold Wedge Project
Opening balance 
15,177,300        
$11,866,061 
$6,912,843 
$0 ******Property Acquisition costs 430,028 121,785 93,463 1,151,675 ******Travel 6,914 35,222 77,588 332,277 ******Mine development costs 10,671 53,909 241,075 1,046,788 ******Drilling -202 64,356 606,223 948,793 ******General exploration 0 0 0 133,353 ******Professional fees 7,528 0 0 80,164 ******Consulting 282,548 1,228,118 1,146,119 4,981,711 ******Office and general 118,112 410,285 729,941 1,674,306 ******Analysis and assays 7,983 29,006 23,899 155,610 ******Supplies, Equipment and        transportation         54,153         869,750         1,389,747         3,686,751******Amortization 322,524 498,808 645,163 2,226,131 ******Less: Proceeds from sale of        development ore         -330,015         0         0         -330,015 ******Activity during the period         910,244         3,311,239         4,953,218         16,087,544 ******Closing balance $16,087,544 $15,177,300 $11,866,061 $16,087,544 ******The underground program has several objectives including a    test mining program and the establishment of the appropriate mining methods that will be    applied to the future development of the property. 

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

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

21

be utilized in special instances to assist management with specific    technical issues. In order to complete all of the planned activities in 2010 the Company    will need to raise capital. 
********This project is an advanced exploration project without    known reserves and the proposed program is exploratory in nature. 
*Pinon and Dark Star Projects-Carlin Trend South*

The Pinon property is located in the southeast end of the    famous "Carlin Gold Trend" about 10 miles south of Newmont's Rain mine, 25 miles    southwest of Elko, Nevada. The main access from Elko is west on Interstate 80 to Carlin    (25 miles) then south on State Highway 51 for 22 miles to the Trout Creek access road. The    project area is 7 miles east along a well-maintained BLM gravel-dirt road to the area of    extensive drilling. There is no infrastructure in the vicinity of the property; the    nearest power line is 7 miles to the west along State Highway 51. ******The Pinon    property currently consists of a contiguous land block of 39 unpatented mining lode claims    - claim fractions that are located in surveyed Township 30 North, Range 53 East, Section    22, (Mount Diablo Meridian), Elko County, Nevada (Fig 5.). The current Pinon land position    covers an area of approximately 2,720 acres (approx. 1101 hectares). The land position    includes unpatented BLM lands, patented lands and fee lands. All payments, maintenance    fees to federal and state authorities are current. Landowner option payments are also    current and in good 
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standing for this more than 18,000 acre land position. Included in the    land block are the following claims: 
 

County Recordation Claim Name BLM Serial #BookPageAcresTC-1 thru TC-10NMC 125638 thru NMC 1338623046 thru 15180******TC-11NMC 13386230911420******TC-12 thru TC-28NMC 148871 thru NMC 14888732958 THRU 74320******TC-29 thru TC-39
NMC 403761 thru NMC 403771 588426 thru 436200******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%) ******23
The Pinon properties are located on the southern portion    of the Carlin gold belt about 10 miles south of Newmont's Rain mine Since its inception,    various joint-venture partners have spent more than $15 MM on the project. 
The Pinon and Railroad projects are located on the southern portion of    the Carlin Trend approximately 5 miles south of Newmont's Rain gold district. The Carlin    Trend is one of the most prolific gold trends in the world and has produced more than 50    million ounces of gold. The properties are located within a well-mineralized region, which    only adds to the potential for expanding the known gold deposits and making new    discoveries. Much of the district wide exploration was undertaken prior to the start of    the 1980's and 1990's. Since the mid-1990's the cumulative knowledge of    "Carlin-type" gold deposits has expanded tremendously. This expanded knowledge    can be used to re-interpret all of the available data, which may identify new exploration    targets on the ground controlled by RSM. Also, during the past 10+ years numerous    high-grade gold deposits have been discovered along the Carlin Trend that can be mined    using underground techniques. Many of these deeper deposits are associated with surface    oxidized gold deposits. Essentially no deeper exploration has been conducted under the    Pinon and Railroad deposits, or at other places on the property. The exploration    opportunity offers the possibility for discovery of additional gold deposits at    Pinon-Railroad. 
The Webb Formation is mineralized above the Devils Gate limestone at    both deposits. At Rain, the mineralization occurs within and closely associated with the    Rain Fault. On the southern portion of the property position, the Pinon Au-Ag project, the    known mineralization has not been connected to a strongly mineralized fault. However,    higher-grade economic mineralization has been encountered at very shallow depths,    mineralized oxide zones occur along a 1,300 feet strike length and occur less than 90 feet    below the surface. 
The Pinon and Darkstar projects include approximately 8,000 acres    comprising unpatented BLM lode mining claims, patents and leased fee lands. The focus of    RSM's current effort is to identify and develop near surface oxide gold-silver deposits.    Approximately 300 shallow drill holes have been completed on 4 near surface gold-silver    deposits. The depth extensions of these deposits are not well understood, as deeper    drilling has not been sufficient to develop an acceptable understanding of this    mineralization. 
The Company has developed preliminary construction plans for the    Pinon-Darkstar project including surface, heap leach facilities design and open pit    modeling of the deposits. The near term objective is to proceed with achieving a mining    permit for the Pinon and Darkstar projects. 
*Project Expenditures*
To January 31, 2010, cumulative expenditures of $2,618,817 were    incurred on the Pinon Project consisting of: (1) property acquisition costs - $1,076,210;    (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration - $7,765; (5)    professional fees - $209,521; (6) office and general 
- $98,120; (7) geologist - $32,653; (8) consulting, wages and salaries    - $687,062; (9) reclamation costs - $167,785; (10) analysis and assays - $74,042; and (11)    supplies, equipment and transportation - $56,733. The expenditures relating to the    Railroad Project in the amount of $617,300 were applied against the proceeds received    resulting in cumulative expenditures of the Pinon Project to be $2,001,517. These costs    were incurred in connection with various activities performed by the Company on a    discretionary basis. 

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****** ******************For the years endingJanuary 31, 2010January 31, 2009January 31, 2008Cumulative from date of inception        of exploration phasePinon Project Opening balance $1,931,122 $1,451,428 $1,148,259 $0 Property Acquisition costs         54,013         111,617         19,017         610,217 Travel 0 51,498 14,978 78,326 Drilling 0 0 0 130,600 General exploration 0 0 0 7,765 Professional fees 19,668 0 0 85,941 Office and general 0 54,413 98,120 Geologist 0 0 0 32,653 Consulting, wages and salaries         258         256,585         207,590         659,335Reclamation costs 0 0 0 167,785 Analysis and assays 0 0 7,171 74,042 Supplies, Equipment        andtransportation         -3,544         59,9940         0         56,733 Activity during the period         70,395         479,694         303,169         2,001,517 Closing balance $2,001,517 $1,931,122 $1,451,428 $2,001,517 **Railroad Project**Opening balance $460,013 $331,446 $215,813 $0 Property Acquisition costs         5,980         128,567         115,633         465,993Professional fees 123,580 0 0 123,580 Consulting, wages and salaries         27,727         0         0         27,727 Sale of Property -617,300 0 0 -617,300 Activity during the period -460,013 128,567 115,633 0 Closing balance $0 $460,013 $331,446 $0 
*Future Programs*

The Railroad project was successfully sold and the only other    expenditures anticipated under the Pinon project are to keep the leases in good standing.    If a financing is obtained, the Company will actively pursue the completion and filing of    a mining permit application with the BLM and NDEP on this project for the year ended    January 31, 2011. 

******The property is without known reserves and the proposed    program is exploratory in nature. 25*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. ****26
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 
27
per year. The annual payments graduated to $35,000 in 2006 and years    following. Details of the option agreement are as follows: 
Required Cash Payments to        Optionors Royalty Exercise of OptionCommencing 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: ********
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****For the years endingJanuary 31, 2010January 31, 2009January 31, 2008Cumulative from date of inception        of exploration phaseFondaway Project Opening balance $302,279 $246,457 $162,778 $0 ****Property Acquisition costs         37,497         55,822         64,754         320,500 ****Travel 0 0 3,279 3,279 ****Drilling 0 0 15,646 15,646 ****Analysis and assays 0 0 0 351 ****Activity during the period 37,497 55,822 83,679 339,776 ****Closing balance $339,776 $302,279 $246,457 $339,776 *****Future Programs*

If a financing can be obtained, the Company is planning to perform    exploration drilling and permitting work totaling approximately $640,000 for the year    ended January 31, 2011 on the Fondaway project. However, if a financing is not obtained    there will be no significant Company funded exploration program on the Fondaway project.    The Company will maintain its 2010 lease payment obligations and claim renewal fees. 

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

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

Under the terms of the option agreement a 100% interest in a surface  mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included  $250,000 to acquire the project and $178,700 for a reclamation bond to cover the state of  Kentucky reclamation requirements for this property. The property consists of  approximately 1,000 acres of coal mineral rights under lease and includes an approved  Kentucky Mining Permit, I.D. No. 919-0066. 

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

29****The Campton Coal Project is approximately 5 miles southeast of  the Town of Campton adjacent to a paved highway 15 and is situated in Wolfe County at an  elevation of 900 feet. The topography is gently rising to rolling and moderately steep  terrain that reflects a dendritic drainage pattern of valleys and ridges that occur at the  head of these drainages. The ridge elevations within the project area are on the order of  900-1,250 above sea level with the valley floors in the 9001,000 feet above sea level. The  area is covered with a hard wood forest that is well supplied with regular rainfall and  ample vegetation. Electrical power was installed from a nearby power line crossing the  property from the Licking River Electric Cooperative. The nearest large city is Lexington,  Kentucky located approximately 70 miles northwest of the project area. ****Within    Wolfe County, the Company holds mining interests from seven properties, containing six    coal seams capable of production, namely, in order from the bottom sequence to the top: 1)    Vires, 2) Grassy, 3) Cannel City, 4) Whitesburg, 5) Fire Clay and 6) Fire Clay Rider,    hereinafter known as the Seams. The Seams range in thickness from 12 inches up to nearly    30 inches within the leasehold boundary. These are the surface-minable coals, with no    standard room and pillar or long-wall section method deep-mineable coal present, as known    to date. The Campton mine is made up of seven (7) separately owned land parcels having    coal mining rights by all methods, aggregating 974 acres. Of the 1,000 acres, 272.19 acres    are permitted for surface mining. ********
30
********Original Owner or LessorArea (Acres)Mining TypesKentucky SeamsRoyalty RateDavid Rudd280 +/-C/AreaAll Seams6% F.O.B. Pit********Kevin and Tara Patton85 +/-C/AreaAll Seams6% F.O.B. Pit********Earl Patton150 +/-C/AreaAll Seams6% F.O.B. Pit********William and Maggie Hutton90 +/-C/AreaAll Seams6% F.O.B. Pit********Elizabeth and Taylor Caldwell109 +/-C/AreaAll Seams6% F.O.B. Pit********Pauline Caldwell110 +/-C/AreaAll Seams6% F.O.B. Pit********Wick & Phyllis Clemons150 +/-C/AreaAll Seams6% F.O.B. Pit**********
C/Area = Contour and Auger/Area or Mountain-top Removal;   F.O.B. = Freight on Board sales prices, with deductions for freight and sales commissions 

*******Project Expenditures*
To January 31, 2010, cumulative expenditures of $1,370,849 were incurred on  the Wolfe County, Kentucky project 
****For the years endingJanuary 31, 2010January 31, 2009January 31, 2008Cumulative from date of inception      of exploration phase******Kentucky Project ******Opening balance $1,136,682 $0 $0 $0 ****Property Acquisition costs 300 418,000 0 418,300****Travel 12162 13,827 0 25,989****Reclamation Costs 2,925 19,277 0 22,202****Professional fees 29,673 48,680 0 78,353****Consulting, wages andsalaries       43,694       163,828       0       207,522****Office and general 35,825 60,655 0 96,480****Supplies, equipment &      transportation       93,508       306,805       0       400,313****Rent 750 93,260 0 94,010****Amortization 15,330 12,350 0 27,680****Activity during the period 234,167 1,136,682 0 1,370,849****Closing balance $1,370,849 $1,136,682 $0$1,370,849 *****Future Programs*

The Company has successfully negotiated an extension on this project and  as a result has until December 9, 2011 to exercise its option on this project. The Company  is maintaining the 

31

agreements entered into for this project, however does not intend to make  any significant expenditures on this project until commodity prices strengthen, a  financing can be successfully completed or some value can be obtained from the sale of  this property. 

******Item 5. Operating and Financial Review and Prospects 
A. Operating results. 

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

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

*****Year Ended January 31, 2010 Compared to the Year Ended  January 31, 2009*
The Company's net loss totaled $821,104 for the year ended  January 31, 2010, with basic and diluted losses per share of $0.01. This compares with net  loss of $872,981 with basic and diluted losses per share of $0.01 for the year ended  January 31, 2009. The decrease of $41,877 in net loss was principally due to an increase  in general and administrative expenditures, consulting, wages and salaries, a stock-based  compensation addition offset by the gain on sale of the Railroad Project property in the  year ended January 31, 2010. *****Year Ended January 31, 2009 Compared to the Year Ended January  31, 2008*

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

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

32

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. 
******B. Liquidity and capital resources. 
The activities of the Company, principally the acquisition  of properties prospective for gold and coal are financed through the completion of an  equity or debt financing, the exercise of stock options or the sale of exploration  properties owned by the Company. For the year ended January 31, 2010, the Company raised  $1.2 million as a result of selling its Railroad project property and $330,015 on the sale  of exploration ore. As a result the cash resources of the Company decreased less than they  would have had the property and exploration ore not been sold. The decrease in cash  resources is a result of the use of such resources to meet its commitments and to maintain  its exploration projects and the payment of general expenses of the Company offset by the  proceeds received on the sale of exploration ore and the sale of the Railroad project  property. There is no assurance that future sales or equity or debt capital will be  available to the Company in the amounts or at the times desired, or on terms that are  acceptable to the Company, if at all. 

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

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

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

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

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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. 

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 2010-2011. 

Current financial markets are likely to be volatile in Canada and the  United States for the remainder of fiscal 2010 and potentially into 2011, 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. 

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******E. Off balance sheet arrangements. 
None 
******F. Tabular disclosures of contractual obligations. 
The Company's liabilities and obligations for the following  five years as of January 31, 2010, are summarized below: 
******Contractual Obligations******Less Than 1 Total Year 1-3 Years 3-5 Years Option Agreements (a)      Mining Interests (b)      Employment Contract (c)      Corporate Expenses(d) $630,000 $785,000 $1,250,000      $2,000,000 n/a $157,000 $250,000 $400,000 $630,000 $314,000 $500,000      $800,000 n/a       $314,000       $500,000       $800,000 ****- (a)
- Under the terms of the option agreement with Sharpe the Company is required to incur      expenditures of approximately $630,000 by December 9, 2011 to exercise its option. 
- (b)
- 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 property on the Gold Wedge Project, the Company has to pay claim        renewal fees to the Bureau of Land Management ("BLM") of approximately $15,000. 

Pinion Project 

In order to maintain its lease agreements on the Pinion Project, the Company has to        make annual payments of $77,000 for the year ended January 31, 2011 and a commitment of        $150,000 (incurred) in exploration expenses which include claim renewal fees of $15,000 to        the 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, 2010 and has to pay claim        renewal fees to BLM of approximately $15,000. 
- (c)
- 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. 
- (d)
- The Company estimates that it will incur approximately $400,000 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 global market situation      and may adjust its expenditures, depending on future market conditions. 
-  
******G. Safe harbor. 
Not applicable. 

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

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The following table sets out the names of and related information  concerning each of the officers and directors of Royal Standard. 
******NAME******OFFICE HELD SINCE Roland M. Larsen       Heathsville, VA President, Chief Executive      Officer and Director Corporate Governance Committee May, 1996 J. Allan Ringler       Toronto, Ontario Director and CFO March 2009 George A. Duguay       Toronto, Ontario Secretary March, 2009 Kimberly L. Koerner       Brambleton, VA Director and Treasurer Audit      Committee May, 2001 James B. Clancy      Toronto, Ontario Director       Audit Committee (Chair) March, 2009Paul G. Smith      Toronto, OntarioDirector         Audit Committee March, 2009
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 cofounded Equity Transfer & Trust Company  ("Equity Transfer"), a provider of transfer agent and ****37

corporate trust services, acting as its President from November 2002 to  January 2006. He has been a director of Grey Horse Corporation, the parent company of  Equity Transfer since 2004. Mr. Ringler holds a Bachelor of Arts degree from the  University of Western Ontario and a Bachelor of Commerce degree from the University of  Windsor. He is a Certified Management Accountant and a member of the Institute of  Chartered Secretaries and Administrators of Canada. *****James B. Clancy*

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

Paul G. Smith is President and CEO of Grey Horse Corporation  (TSX:GHC) and CEO of its principal subsidiary, Equity Transfer & Trust Company. Prior  to GHC, Paul held management positions at BCE, served as Executive Assistant to the Prime  Minister of Canada, and was an aide to the Ministers of External Affairs and International  Cooperation. Paul holds an MBA from INSEAD, an MPA from Carleton University, and  undergraduate degrees from the University of Ottawa. Paul sits on the boards of GHC, VIA  Rail and the Atlantic Council. He is a member of the 

C.D. Howe Institute's Financial Services Research Initiative and  Carleton University's School of Public Policy and Administration Leadership Council.  Paul's other public company board positions include StorageVault Canada Inc. (TSX  VENTURE:SVI). 

*****Kimberly L. Koerner*
Ms. Koerner is a Financial Analyst and Consultant. She has been  serving as the Treasurer of the Company from May 1996 to the present. Ms. Koerner has also  been serving as the Secretary and Treasurer of Sharpe Energy Company, a U.S. subsidiary of  Sharpe Resources Corporation, from November, 1995 to the present. From April 1992 to  February 1994, she served as the Assistant Director 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 

38

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 TableName and Principal      Position Year Annual Compensation Long Term      Compensation All Other Compen**sation      (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 2010 2009 2008 $249,995 $249,995 $249,995 Nil       Nil $117,678 Nil       Nil       Nil 4,155,191 Nil 775,000 Nil       Nil       Nil Nil       Nil       Nil Nil       Nil       Nil ****J. Allan Ringler CFO and      Director 2010 2009 2008 Nil       Nil       Nil Nil       Nil       Nil Nil       Nil       Nil $300,000 Nil       Nil Nil       Nil       Nil Nil       Nil       Nil $43,936       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; 

39 
- (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,  2010, no options were granted to directors of the Corporation under the Corporation's  Stock Option Plan. 

As of July 27, 2010, the following stock options were outstanding: ******Number of Options         Exercise Pric**e          Expiry Date 
7,904,691                            $0.10                            June 26, 214 

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

40

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

41

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 ****42

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; ********
43

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 

44

        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,  2010, the Company had five full-time and two part-time employees. 

45

********E. Share ownership. Name Office Held Number of Common Shares Beneficially      Owned or Over Which Control is Exercised(1)(2) Roland M. Larsen President, CEO & Director 1,977,000 ************J. Allan Ringler Director Nil ************James B. Clancy Director Nil ************Kimberly L. Koerner Director 160,000 ************Paul G. Smith Director Nil ************George A. Duguay Corporate Secretary Nil ******- (1)
- The information as to shares beneficially owned or over which control or direction is      exercised not being within the knowledge of the corporation has been furnished by the      respective individuals. 
- (2)
- Pursuant to a Settlement Agreement and Mutual General Release among the Company and      certain shareholders of the Company (the "Settlement Agreement"), dated November      29, 2007, such shareholders agreed that for a period of thirty-six (36) months from the      date of the Settlement Agreement, they will vote or cause to be voted the shares owned,      controlled or directed by them, being a total of 8,229,000 shares, as directed by the      Board, except in the event of an unsolicited take-over bid for the Company that is not      solicited or encouraged by such shareholders. A press release in respect of the Settlement      Agreement was issued by the Company on December 13, 2007. These shares are not included in      the above table.  ******Item 7. Major Shareholders and Related Party Transactions 
A. Major Shareholders 

As of July 19, 2010, to the knowledge of the directors  and officers of the Company, no person beneficially owned, directly or indirectly, or  exercised control or direction over, 10% or more of the Company's outstanding common  shares, except the following: 
********Name of      Shareholder********Number of Common Shares Owned Percentage of Common Shares Outstanding      (1) CDS & Co.(2) 67,834,173 80.896% - Notes: 
- (1) 
- Based on 83,217,358 Common Shares issued and outstanding as at July 19, 2010. 
- (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 ****46

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, 2010,      2009, 2008, 2007and 2006 
- Consolidated Balance Sheets of Royal Standard Minerals Inc. as at January 31, 2010 and      2009 
- Consolidated Statements of Operations and Deficit of Royal Standard Minerals Inc. for      the years ended January 31, 2010, 2009, 2008 
- Consolidated Statements of Cash Flows of Royal Standard Minerals Inc. for the years      ended January 31, 2010, 2009, 2008 
- Notes to the Consolidated Financial Statements of Royal Standard Minerals Inc. 
- Management's Discussion and Analysis for the year ending January 31, 2010 

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 
Adoption of New Accounting Policies - (i) 
- 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 adoption of this standard had no impact on the Company's presentation of its financial      position or results of operations as at or for the year ended January 31, 2010. 
- (ii) 
- Fair Value Hierarchy and Liquidity Risk Disclosure  In June 2009, the CICA issued      an amendment to Handbook Section 3862 to provide improvements to fair value and liquidity      risk disclosures. The amendment applies to the Company's fiscal year ended January 31,      2010. This adoption resulted in additional disclosure as provided below. The following      summarizes the methods and assumptions used in estimating the fair value of the Company's      financial instruments where measurement is required. The fair value of short-term
47
****financial instruments approximates their carrying amounts due to the relatively      short period to maturity. These include cash and cash equivalents and marketable      securities. Fair value amounts represent point-in-time estimates and may not reflect fair      value in the future. The measurements are subjective in nature, involve uncertainties and      are a matter of significant judgment. The methods and assumptions used to develop fair      value measurements, for those financial instruments where fair value is recognized in the      balance sheet, have been prioritized into three levels as per the fair value hierarchy      included in GAAP. 
**- Level one includes quoted prices (unadjusted) in active markets      for identical assets or liabilities. 
- Level two includes inputs that are observable other than quoted prices      included in level one. 
- Level three includes inputs that are not based on observable market      data.  ****Level      One**Level TwoLevel Three Cash $745,779 $0 $0 Marketable Securities $60,000 $0 $500 - 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)
- 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. Earlier adoption is      permitted as of the beginning of the fiscal year. The Company is in the process of      evaluating the requirements of the new standards.  **Section 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. 

48

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)High Low 
**Average Daily**Volume      January 1, 2003 To March 31, 2003 $0.00 $0.00 0 ****April 1, 2003 To June 30, 2003 $0.40 $0.21 13,728 ****July 1, 2003 To September 30, 2003 $0.40 $0.20 151,583 ****October 1, 2003 To December 31, 2003 $0.47 $0.25 53,416 ****January 1, 2004 To March 31, 2004 $0.46 $0.25 78,814 ****April 1, 2004 To June, 30, 2004 $0.46 $0.30 79,530 ****July 1, 2004 To September 30, 2004 $0.42 $0.29 21,137 ****October 1, 2004 To December 31, 2004 $0.47 $0.26 90,704 ****January 1, 2005 To March 31, 2005 $0.45 $0.26 37,522 ****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 ****49
**Over the Counter Bulletin Board (stated in US currency). 
HighLowAverage July - September 2008 $0.25 $0.09 24,433 ****October - December 2008 $0.16 $0.03 40,900 ****January - March 2009 $0.45 $0.03 9,500 ****April - June 2009 $0.12 $0.05 123,634 ****July - September 2009 $0.08 $0.04 107,933 ****October - December 2009 $0.16 $0.06 151,200 ****January - March 2010 $0.10 $0.07 53,233 ****April - June 2010 $0.12 $0.06 100,067 ******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 property on the Gold Wedge project, the Company      has to pay claim renewal fees to the Bureau of Land Management ("BLM") of      approximately $15,000. 
****50
- In order to maintain its lease agreements on the Pinon Project, the      Company has to make annual payments of $77,000 for the year ended January 31, 2011 and a      commitment of $150,000 in exploration expenses which includes claim renewal fees of      $15,000 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, 2010 and has to pay claim      renewal fees to the BLM of approximately $15,000.  ****D. Exchange controls. 
There is no law, governmental decree or regulation in  Canada that restricts the export or import of capital, including foreign exchange  controls, or that affects the remittance of dividends, interest or other payments to  non-resident holders of Common Shares, other than withholding tax requirements and  potential capital gain on the disposition of the Common Shares under certain  circumstances. (See Item 10. E. - Taxation.) 

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

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

51

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 

52

investment, or if the investment has already been implemented, must  divest itself of control of the Canadian business. 

No securities of the Company are subject to escrow. ******E. Taxation 
The following is a summary of certain Canadian federal  income tax provisions applicable to United States corporations, citizens and resident  alien individuals purchasing Common Shares. The discussion is only a general summary and  does not purport to deal with all aspects of Canadian federal taxation that may be  relevant to shareholders, including those subject to special treatment under the income  tax laws. Shareholders are advised to consult their own tax advisors regarding the  Canadian federal income tax consequences of holding and disposing of the Company's Common  Shares, as well as any consequences arising under US federal, state or local tax laws or  tax laws of other jurisdictions outside the United States. The summary is based on the  assumption that, for Canadian tax purposes, the purchasers or shareholders (i) deal at  arm's-length with the Company, (ii) are not residents of Canada, (iii) hold the Common  Shares as capital property and (iv) do not use or hold Common Shares in, or in the course  of, carrying on business in Canada (a "Non-Resident Holder"). 

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

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. 

53
******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- guaranteed investment certificates, bankers acceptance and money      market deposits, with reputable financial institutions. The Company regularly monitors its      cash management policy. 
- (b)
- Foreign currency risk Foreign exchange risk arises from future commercial transactions      and recognized assets and liabilities denominated in a currency that is not the entity's      functional currency. The risk is measured using cash flow forecasting. The Company's      functional and reporting currency is the United States dollar ("US dollar") and      major purchases are transacted in US dollars. 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 
As of January 31, 2010, the carrying and fair value amounts of the  Company's financial instruments are approximately equivalent. 

Based on management's knowledge and experience of the financial markets, the Company  believes the following movements are "reasonably possible" over a twelve month  period. - 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, 2010, 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 2010 would 

54
have been approximately $6,050 higher/lower. Similarly, as January 31, 2010, reported    shareholders' equity would have been approximately $6,050 lower/higher as a result of a    10% decrease/increase in the fair value of marketable securities. 
**- Cash and cash equivalents, 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, 2010, had the US dollar weakened/strengthened by 5%      against the Canadian dollar with all other variables held constant, would affect net loss      and comprehensive loss by approximately $2,500. 
- 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, 2010, 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.**
******A. Disclosure Controls and Procedures**
As of the end of the period covered by this report and based on their  evaluation the Company's principal executive officer and principal financial officer have  concluded that the Company's disclosure controls and procedures (as defined in Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as  defined in Exchange Act Rules 13a-15(f) and 15d15(f)) were effective to ensure that the  information required to be disclosed by the Company in reports that it files or submits  under the Exchange Act is recorded, processed, summarized and reported within the time  period specified in Securities and Exchange Commission rules and forms. 
******B. Management's Annual Report on Internal Control over Financial Reporting  
Our management is responsible for establishing and maintaining adequate  internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f)  and 14d-14(f). Our internal control over financial reporting is designed to provide  reasonable assurance regarding the reliability of financial reporting and the preparation  of financial statements for external purposes in accordance with generally accepted  accounting principles. 

55

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

Management assessed the effectiveness of the Company's internal control over financial  reporting as of January 31, 2010. In making the assessment, management used the criteria  issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in  Internal Control-Integrated Framework. Based on its assessment, management concluded that,  as of January 31, 2010, the Company's internal control over financial reporting was  effective to provide reasonable assurance regarding the reliability of financial reporting  and the preparation of financial statements for external purposes in accordance with  generally accepted accounting principles. ******C. Attestation report of the registered public accounting firm. 
This annual report does not include an attestation report of the Company's  registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public  accounting firm pursuant to the temporary rules of the Securities and Exchange Commission  that permit the Company to provide only management's report in this annual report. ******D. Changes in Internal Control over Financial Reporting 
There were no changes in our internal controls or in other factors that  could affect these controls subsequent to the date of their most recent evaluation. 

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

The board of directors has determined that Director and Audit Committee  Member Mr. James Clancy has the necessary attributes and independence for designation as  the audit committee's financial expert and has designated Mr. Clancy as the financial  expert. 
******Item 16B. Code of Ethics. 
The company has adopted a Code of Ethics that applies to its Directors and  Executive Officers. The Code of Ethics can be viewed at 3258 Mob Neck Road, Heathsville,  Virginia 22473. It can also be obtained, without charge, by writing to this address. 

******Item 16C. Principal Accountant Fees and Services. (CDN $) Years Ending January      31, 2010
2009
2008 **Audit Fees**$60,000 $71,200 $86,122 ******Audit Related Fees**$0 $0 $0 ******Tax Fees**$0 $0 $2,500 ******All Other Fees**$960 $0 $1,378 ****56

*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, 2010, 2009, 2008, 2007and 2006 
- Consolidated Balance Sheets of Royal Standard Minerals Inc. as at      January 31, 2010 and 2009 
- Consolidated Statements of Operations and Deficit of Royal Standard      Minerals Inc. for the years ended January 31, 2010, 2009, 2008 
- Consolidated Statements of Cash Flows of Royal Standard Minerals Inc.      for the years ended January 31, 2010, 2009, 2008 
- Notes to the Consolidated Financial Statements of Royal Standard      Minerals Inc. 
- Management's Discussion and Analysis for the year ending January 31,      2010 

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****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. 

58
******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 
Comments by Auditors on United States of America-Canada Reporting  Difference

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

"McCarney      Greenwood LLP" ****Toronto, Canada       April 16, 2007 McCarney Greenwood LLP       Chartered Accountants ****Licensed Public Accountants 
59

March 28, 2008
******REPORT OF INDEPENDENT  REGISTERED PUBLIC ACCOUNTING FIRM 
To the Shareholders of Royal Standard Minerals Inc. 

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

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

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

"McCarney      Greenwood LLP" Toronto, Canada McCarney Greenwood LLP       Chartered Accountants Licensed Public Accountants 
**Comments by Auditors on United States of America-Canada  Reporting Difference**

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

"McCarney      Greenwood LLP" ****Toronto, Canada McCarney Greenwood LLP       Chartered Accountants       Licensed Public Accountants
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Royal Standard Minerals Inc. Management's Discussion and Analysis Year ended January 31, 2010 Discussion dated May 28, 2010 

 
ROYAL STANDARD MINERALS INC. 
MANAGEMENT'S DISCUSSION ANDANALYSIS FOR THE YEAR ENDED January 31, 2010 
103
- Royal Standard Minerals Inc.       Management's Discussion and Analysis       Year ended January 31, 2010       Discussion dated May 28, 2010  The following management's discussion and analysis    ("MD&A") of the financial condition and results of the operations of Royal    Standard Minerals Inc. (the "Company") constitutes management's review of the    factors that affected the Company's financial and operating performance for the year ended    January 31, 2010. This MD&A was prepared to comply with National Instrument 51-102 -    Continuous Disclosure Obligations. The MD&A was prepared as of May 28, 2010. Unless    otherwise noted, all amounts reported herein are in United States dollars. The audited    annual consolidated financial statements have been prepared in accordance with Canadian    generally accepted accounting principles ("GAAP").   Additional information relating to the Company can be found on SEDAR at www.sedar.com    and on the Company's website at www.royalstandardminerals.com.   DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS   This MD&A may contain forward-looking statements that are based on the Company's    expectations, estimates and projections regarding its business and the economic    environment in which it operates. These statements (if and when they are made) are not    guarantees of future performance and involve risks and uncertainties that are difficult to    control or predict. The key risks that could cause actual outcomes and results to differ    from those expressed in the forward-looking statements are listed under the heading Risk    Factors in this MD&A. Therefore, actual outcomes and results may differ materially    from those expressed in these forward-looking statements and readers should not place    undue reliance on such statements.   If and when forward-looking information is set out in this MD&A, the Company will    also set out the material risk factors or assumptions used to develop the forward-looking    information. Forward-looking information will be updated as required pursuant to the    requirements of NI 51-102.   DESCRIPTION OF BUSINESS   The Company is currently active in the States of Nevada and Kentucky, with projects in    Nye (the Gold Wedge and Manhattan projects), Elko (the Pinon and Dark Star projects) and    Churchill (the Fondaway Canyon project) Counties, Nevada and Wolfe (Campton Project)    County, Kentucky. The Company's business objective is to continue to invest in the    development of both its Gold Wedge gold prospect and development of its option on a    Kentucky coal permit. The Company is in the process of developing its gold and coal    prospects and has not yet determined whether these properties contain any economic gold or    coal deposits. The recoverability of the amounts shown for both the gold and coal    interests is dependent  
104

- Royal Standard Minerals Inc.     Management's Discussion and Analysis     Year ended January 31, 2010     Discussion dated May 28, 2010   upon: the selling price of gold and coal at the time the Company    intends to mine its properties; the existence of economically recoverable reserves; the    ability of the Company to obtain the necessary financing to complete exploration and    development; government policies and regulations; and future profitable production or    proceeds from disposition of such properties.   To date, the Company has not discovered an economic deposit. While    discovery of ore-bearing structures may result in substantial rewards, it should be noted    that few properties that are explored are ultimately developed into producing mines.   The Company believes that although the exploration of its existing    projects is positive, mineral exploration in general is uncertain. As a result, the    Company believes that by acquiring additional mineral properties or selling or joint    venturing existing mineral properties, it is able to better minimize overall exploration    risk. In conducting its search for additional mineral properties, the Company may consider    acquiring properties that it considers prospective based on criteria such as the    exploration history of the properties, the location of the properties, or a combination of    these and other factors. Risk factors to be considered in connection with the Company's    search for and acquisition of additional mineral properties include the significant    expenses required to locate and establish mineral reserves; the fact that expenditures    made by the Company may not result in discoveries of commercial quantities of minerals;    environmental risks; risks associated with land title; the competition faced by the    Company; and the potential failure of the Company to generate adequate funding for any    such acquisitions. See "Risk Factors" below.   If the Company can develop a capital structure that will finance itself    for future growth over the next two years the Gold Wedge project will continue to be one    of the major focuses of the Company in fiscal 2010. This project is considered to be an    advanced exploration development project that is fully permitted by the Nevada Department    of Environmental Protection (NDEP) for a mine and mill. The Company will also pursue    additional advanced exploration extension drilling at the Fondaway project and advance the    property's state and federal development permits in fiscal 2010 if new funding is obtained    to finance this drilling.  
OVERALL PERFORMANCE 
Due to the economic issues being encountered that continue to adversely  affect the capital markets and commodity prices the Company's committed exploration  activities have continued to be revised downward. Unless the Company can secure a  financing in the near future, the Company will continue to preserve its cash resources by  maintaining its exploration and administrative expenses at a much reduced rate.   105
- Royal Standard Minerals Inc.       Management's Discussion and Analysis       Year ended January 31, 2010       Discussion dated May 28, 2010  The Company is continuing to    strategically review its assets to consider scenarios designed to create some value from    the Company's gold and coal exploration portfolio. The Company announced on September 8,    2009 that it had obtained value from the sale of its Railroad project and received from an    unrelated private company net after payout of the option to purchase 100% of the project    $1.2 million, retained a 1% NSR royalty and received 500,000 common shares of the private    company.   The Company has continued to take steps to reduce the level of its    capital outflow until a financing can be completed in order to remain a viable entity. The    Company has reduced its workforce and will cut salaries of all remaining employees and    management. The obvious result of this effort is the curtailment of the Gold Wedge project    in the near term. The objective is to reduce expenditures on all levels and to only spend    capital on projects that will enhance the viability of the Company. Further to that goal    the Company will in the future aggressively pursue a financing to further the advanced    exploration of the Gold Wedge project in Nevada.   The Company has sufficient cash on hand to fund its committed and    discretionary exploration and operating activities for fiscal 2010 at current operating    levels.   As at January 31, 2010, the Company had mineral properties valued at    $19,799,686 compared to $19,007,396 as at January 31, 2009. The reason for the increase in    the value of the mineral properties is the Company spent $1,122,305 on deferred    exploration expenditure activities and recovered exploration expenditures with the sale of    exploration ore in the amount of $330,015 resulting in $910,244 net deferred exploration    expenditures on the Gold Wedge Project, $70,395 on deferred exploration expenditure    activities on the Pinon Project, $157,287 on deferred exploration expenditures on the    Railroad Project prior to selling the property for proceeds of $1,200,000, $37,497 on    deferred exploration expenditures on the Fondaway Project and $234,167 on deferred    exploration activities on the Kentucky Project.   As at January 31, 2010, the Company had working capital of $651,175    compared to $1,857,810 as at January 31, 2009. The Company had cash and cash equivalents    and other current assets of $952,556 as at January 31, 2010, compared to $2,048,098 as at    January 31, 2009, a decrease of 53.5%. The decrease is primarily due to the cash    expenditures for the Company's exploration activities, discussed above, operating expenses    and the effect of translation on foreign currency.   MINERAL PROPERTIES   Gold Wedge Project  
106

- Royal Standard Minerals Inc.     Management's Discussion and Analysis     Year ended January 31, 2010     Discussion dated May 28, 2010   The Gold Wedge project represents the most advanced project located in    the Manhattan district about eight (8) miles south of the Round Mountain mine and has been    issued a mine and mill permit by the Nevada Department of Environmental Protection (NDEP).    The Company has completed construction of a processing plant on site which includes    primary and secondary crushing facilities that feed a gravity recovery system. In    addition, a heap leach pad, silt and fresh water ponds have been completed. Testing of the    various mineral processing functions commenced during April 2007 using previously    extracted stockpiles of low grade gold feed material to process into gold dore' using the    Company's smelter. Due to the reduction in expenditures being incurred on this project,    completion of the test phase of the facility is not expected for several months. The    Company has also commenced the underground development program which includes the    exploration of defined mineralized zones concurrently with the second phase of decline    development. The program has concentrated on the development of a spiral decline as a    means to better explore the deposit at depth. As part of the program a series of crosscuts    were constructed at specific intervals to effectively assess the potential mineralized    zones. All material is sampled daily and analyzed for gold onsite at the Company assay    laboratory.   On June 29, 2005 the Company entered into a 5-year Purchase Option    Agreement with a private individual for all of his patented and unpatented mining claims    in the Manhattan Mining District located in Nye County, Nevada. The land package totals    approximately 1600 acres (4 patented, 70 unpatented claims). This property position    adjoins the Company's Gold Wedge Mine. The land package includes a number of exploration    targets which are of interest to the Company. In addition, the Company's option includes    the Dixie-Comstock claim group located in Churchill County, Nevada. The Dixie-Comstock is    a 1500 acre property containing a gold system that has been explored by a number of major    mining companies over the past 20 years. It is considered to be an attractive advanced    exploration project. Annual option payments of $48,000 are to be applied to a total    purchase price of $600,000. This option was exercised prior to August 31, 2009 and as a    result this property is 100% owned by the Company.   The Company has recorded an asset retirement obligation on its Gold    Wedge Project in the amount of $149,050, representing the estimated costs of the Company's    obligation to restore the property site to its original condition and which is equal to    the amount of the reclamation bond posted by the Company with the State of Nevada.   Project Expenditures   To January 31, 2010, cumulative net expenditures of $16,087,544 were    incurred on the Gold Wedge Project consisting of: (1) acquisition costs - $1,151,675; (2)    travel - $332,277; (3) mine development costs - $1,046,788; (4)drilling - $948,793; (5)    general exploration - $133,353 (6) $80,164 - professional fees; (7) consulting, wages and    salaries - $4,981,711; (8) office and general - $1,674,306; (9) analysis and assays -    $155,610; (10)   107    Royal Standard Minerals Inc.     Management's Discussion and Analysis     Year ended January 31, 2010     iscussion dated May 28, 2010   supplies, equipment and transportation - $3,686,751; (11) amortization - $2,226,131;    and (12) net sale of exploration ore - $330,015. These costs were incurred in connection    with various activities the Company performed on a discretionary basis.   Future Programs   If a financing is obtained management is anticipating to advance the production    potential on the Gold Wedge project by incurring further exploration expenditures and    upgrading the plant. However, if a financing is not obtained there will be no significant    Company funded exploration program on the Gold Wedge project. The Company will maintain    its 2010 lease payment obligations and claim renewal fees.   PINON PROJECT Pinon-Railroad Project   The Company has developed the necessary construction plans for the Pinon project    including surface, heap leach facilities design and open pit modeling of the deposits. All    of this work was completed in preparation for the filing of a mining permit application    with the US Bureau of Mines (BLM) and the Nevada Department of Environmental Protection    (NDEP). A second objective is to update the feasibility studies for the Pinon near surface    oxide deposits.   Pinon Project   The Pinon project is made up of a number of lease agreements to lease certain    properties in Elko County, Nevada. The Company is obligated to incur payments of $77,000    and incur exploration expenditures totalling $175,000 to keep the leases in good standing    for the year ended January 31, 2011. The lessors will retain a 5% net smelter return    royalty.   Railroad Project   The Railroad project was made up of two lease agreements to lease certain properties in    Elko County, Nevada. The Company was obligated to incur payments of $8,000 to keep one    lease in good standing and pay $1,765,000 to exercise the option to purchase the leased    property under the other agreement by August 31, 2009 to keep the leases in good standing.    The lessors would retain a 5% net smelter return royalty.   On August 31, 2009 the option was exercised to acquire 100% of this project by making    the $1,765,000 and the property was sold to an unrelated private company for net proceeds    of $1.2 million, a 1% NSR royalty and 500,000 common shares of the private company. The    sale of this property resulted in a gain on the sale of $583,199.   The Company has recorded an asset retirement obligation in the amount of $54,136 on its    Pinon Project, representing the estimated costs of the Company's obligation to restore the      108   
- Royal Standard Minerals Inc.     Management's Discussion and Analysis     Year ended January 31, 2010     Discussion dated May 28, 2010   property site to its original condition as required by the State of    Nevada regulatory authorities.   Project Expenditures   To January 31, 2010, cumulative expenditures of $2,618,817 were    incurred on the Pinon Project consisting of: (1) property acquisition costs - $1,076,210;    (2) travel - $78,326; (3) drilling - $130,600; (4) general exploration - $7,765; (5)    professional fees - $209,521; (6) office and general - $98,120; (7) geologist - $32,653;    (8) consulting, wages and salaries - $687,062; (9) reclamation costs - $167,785 (10)    analysis and assays - $74,042; and (11) supplies, equipment and transportation - $56,733.    The expenditures relating to the Railroad Project in the amount of $617,300 were applied    against the proceeds received resulting in cumulative expenditures of the Pinon Project to    be $2,001,517. These costs were incurred in connection with various activities performed    by the Company on a discretionary basis.   Future Programs   The Railroad project was successfully sold and the only other    expenditures anticipated under the Pinon project are to keep the leases in good standing.    If a financing is obtained, the Company will actively pursue the completion and filing of    a mining permit application with the BLM and NDEP on this project for the year ended    January 31, 2011.  
Fondaway Project 
The Fondaway Project is located in Churchill County, Nevada. The  Company has leased 130 unpatented mining claims and is obligated to make a payment of  $35,000 for the year ended January 31, 2011 to keep the lease in good standing. The  lessors will retain a 3% net smelter return royalty on the property. 
Project Expenditures 
To January 31, 2010, cumulative expenditures of $339,776 were incurred  on the Fondaway project consisting of: (1) property acquisition costs - $320,500; (2)  travel - $3,279; (3) drilling - $15,646; and (4) analysis and assays $351. These costs  were incurred in connection with various activities performed by the Company on a  discretionary basis. 
Future Programs 
If a financing can be obtained, the Company is planning to perform  exploration drilling and permitting work totaling approximately $640,000 for the year  ended January 31, 
109
Royal Standard Minerals Inc.  Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
2011 on the Fondaway project. However, if a financing is not obtained  there will be no significant Company funded exploration program on the Fondaway project.  The Company will maintain its 2010 lease payment obligations and claim renewal fees. 
Kentucky Project 
During 2008 in an effort to achieve diversity within its natural  resource portfolio the Company and Sharpe Resources Corporation ("Sharpe")  entered into an option agreement dated November 19, 2008 whereby the Company agreed to an  option to acquire a 50% interest in coal properties in eastern Kentucky by advancing to  the project $2 million prior to December 9, 2009. Once the option is exercised by the  Company a 50/50 Joint Venture agreement will be entered into between the Company and  Sharpe at which time all expenditures incurred and revenues earned from the coal projects  will be shared 50 % by the Company and 50% by Sharpe. 
Sharpe and the Company are related parties due to the fact that they  have common management and directors. 
Under the terms of the option agreement a 100% interest in a surface  mine coal project in Wolfe County, Kentucky was acquired. The transaction costs included  $250,000 to acquire the project and $178,700 for a reclamation bond to cover the state of  Kentucky reclamation requirements for this property. The property consists of  approximately 1,000 acres of coal mineral rights under lease. 
On September 11, 2009 this option agreement was amended to allow the  Company to acquire its 50% interest in the properties by advancing to the project $2  million by December 9, 2011. As consideration for this amendment the Company cancelled the  note receivable from Sharpe held by the Company and received a new note from Sharpe in the  amount of $120,409 on September 9, 2009 repayable in three equal installments on September  9, 2011, 2012 and 2013. 
Project Expenditures 
To January 31, 2010, cumulative expenditures of $1,370,849 were  incurred on the Wolfe County, Kentucky project consisting of: (1) property acquisition  costs - $418,300; (2) travel - $25,989; (3) professional fees - $78,353; (4) consulting,  wages and salaries $207,522; (5) office and general - $96,480; (6) supplies, equipment and  transportation - $400,313; (7) rent - $94,010; (8) Reclamation costs - $22,202 and (9)  amortization - $27,680. These costs were incurred in connection with various activities  performed by the Company on a discretionary basis. 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
Future Programs 
The Company has successfully negotiated an extension on this project  and as a result has until December 9, 2011 to exercise its option on this project. The  Company is maintaining the agreements entered into for this project, however does not  intend to make any significant expenditures on this project until commodity prices  strengthen, a financing can be successfully completed or some value can be obtained from  the sale of the property. 
TECHNICAL DISCLOSURE 
All technical disclosure covering the Company's properties was prepared  under the supervision of Roland M. Larsen, the CEO and a director of the Company and a  "Qualified Person" within the meaning of National Instrument 43-101. 
ENVIRONMENTAL LIABILITIES 
The Company is not aware of any environmental liabilities, obligations  or responsibilities associated with the Company's coal and gold interests. 
SUMMARY OF QUARTERLY RESULTS 
The following is a summary of selected financial information of the  Corporation for the quarterly periods indicated. 
3 Months 3 Months 3 Months 3 Months 3 Months 3 Months 3 Months 3 Months Ended Ended Ended Ended Ended Ended Ended Ended Jan-31 Oct-31 Jul-31 Apr-30 Jan-31 Oct-31 Jul-31 Apr-30 2010 2009 2009 2009 2009 2008 2008 2008 Interest Income 1,334 2,967 2,296 3,033 14,763 19,822 31,923 49,314 Foreign Currency Gain (Loss) 3,033 -15,000 15,648 -4,701 -1,127 -159,336 -29,906 -15,196 Expenses -578,695 -372,680 -332,613 -128,925 -207,192 -134,974 -253,798 -187,274 Net Income (Loss) -632,284 256,442 -314,669 -130,593 -193,556 -274,488 -251,781 -153,156 Basic & Diluted Earnings per share -0.01 0.00 0.00 0.00 -0.01 0.00 0.00 0.00 
The net income (losses) for the three months ended April 30, 2008  principally relate to interest income offset by expenses incurred for general working  capital purposes. 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
The net losses for the three months ended July 31, 2008, October 31,  2008, January 31, 2009, April 30, 2009, and July 31, 2009 principally relate to interest  income offset by expenses incurred for general working capital purposes except for the net  loss for the three months ended October 31, 2008 which had a large offsetting amount of  $159,336 for foreign currency adjustments and the net loss for July 31, 2009 which had a  large offsetting amount of $149,535 for Stock-based compensation. 
The net income for October 31, 2009 relates to interest income offset  by expenses incurred for general working capital purposes resulting in a net loss of  $384,713. This net loss is offset by the gain on sale of the Railroad Project property of  $641,155 resulting in the net income for the period of $256,442. 
The net loss for January 31, 2010 principally relates to interest  income offset by expenses incurred for general working capital purposes. The net loss is  offset by a gain on sale of the Railroad Project property of $583,199 which differs by  $57,956 from the quarter ended October 31, 2009 due to the additional legal expenses  relating to the transaction expensed during the quarter ended January 31, 2010. 
RESULTS OF OPERATIONS 
Year ended January 31, 2010 compared with the year ended January 31,  2009 
The Company's net loss totaled $821,104 for the year ended January 31,  2010, with basic and diluted losses per share of $0.01. This compares with net loss of  $872,981 with basic and diluted losses per share of $0.01 for the year ended January 31,  2009. The decrease of $51,877 in net loss was principally due to an increase in general  and administrative expenditures, consulting, wages and salaries, a stock-based  compensation addition offset by the gain on sale of the Railroad Project property in the  year ended January 31, 2010. 
LIQUIDITY AND CAPITAL RESOURCES 
The activities of the Company, principally the acquisition of  properties prospective for gold and coal are financed through the completion of an equity  or debt financing, the exercise of stock options or the sale of exploration properties  owned by the Company. For the year ended January 31, 2010, the Company raised $1.2 million  as a result of selling its Railroad project property and $330,015 on the sale of  exploration ore. As a result the cash resources of the Company decreased less than they  would have had the property and exploration ore not been sold. The decrease in cash  resources is a result of the use of such resources to meet its commitments and to maintain  its exploration projects and the payment of general expenses of the Company offset by the  proceeds received on the sale of exploration ore and the sale of the Railroad project  property. 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
There is no assurance that future sales or equity or debt capital will  be available to the Company in the amounts or at the times desired, or on terms that are  acceptable to the Company, if at all. See "Risk Factors" below. As at January  31, 2010, the Company had $745,779 in cash and cash equivalents (January 31, 2009:  $1,701,148). The Company had working capital of $529,435 as of January 31, 2010, compared  to working capital of $1,757,503 as of January 31, 2009. Working capital has decreased for  the current period presented as a result of funds spent on gold and coal projects and  maintaining the Company's reporting issuer status and operating activities offset by the  proceeds of $1.2 million received on the sale of the Railroad Project property and the  proceeds of $330,015 on the sale of exploration ore. 
Current liabilities of $301,381 were up in January 31, 2010, compared  to $190,288 as at January 31, 2009 due to the salaries not paid to certain employees and  accrued to be paid when a financing is obtained and financial conditions improve. The  current liabilities are primarily due to accruals for exploration expenditures, wages and  general expenditures. The Company's cash and cash equivalents and short-term investments  as at January 31, 2010, are sufficient to pay these liabilities. 
As of January 31, 2010, the Company had met its capital commitment  obligations to keep all of its property agreements in good standing. 
The Company's liabilities and obligations for the following five years  as of July 31, 2009, are summarized below: 
Liabilities and obligations Total January 31, 2011 January 31, 2012-2014 January 31, 20152016 Option Agreement(a) $630,000 n/a $630,000 n/a Mining interests (b) $785,000 $157,000 $314,000 $314,000 Employment Contract (c) $1,250,000 $250,000 $500,000 $500.000 Corporate expenses (d) $2,000,000 $400,000 $800,000 $800,000 Total $4,665,000 $807,000 $2,244,000 $1,614,000 
(a)

Under the terms of the option agreement with Sharpe the Company is required to incur    expenditures of approximately $630,000 by December 9, 2011 to exercise its option. 
(b)

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 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
In order to maintain its property on the Gold Wedge Project, the  Company has to pay claim renewal fees to the Bureau of Land Management ("BLM")  of approximately $15,000. 
Pinon Project 
In order to maintain its lease agreements on the Pinon Project, the  Company has to make annual payments of $77,000 for the year ended January 31, 2011 and a  commitment of $150,000 (incurred) in exploration expenses which includes claim renewal  fees of $15,000 to BLM. 
Fondaway Project 
In order to maintain the lease agreements on the Fondaway Project, the  Company has to make optional payments of $35,000 before July 15, 2010 and has to pay claim  renewal fees to BLM of approximately $15,000. 
See "Mining Interests" above. 
(c)
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. 
(d)
The Company estimates that it will incur approximately $400,000 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 global market situation      and may adjust its expenditures, depending on future market conditions. 

Management believes that the Company's cash and cash equivalents and  short term investments are not sufficient to meet its expenditures for the next five years  as the Company has a working capital balance of $529,435 (total expected expenditures over  the next five years - $4,795,000). As a result, the Company will be required to raise some  capital during this period by way of an equity or debt financing, the exercise of options  or the sale of an asset to meet its obligations. There is no guarantee that the five year  time horizon that management has presented will be realized. See "Risk Factors"  below. 
The Company has no operating revenues and therefore it must utilize its  current cash reserves, income from short-term investments, funds obtained from the  exercise of stock options and other financing transactions to maintain its capacity to  meet ongoing discretionary exploration and operating activities. Given that the Company  does not have sufficient funds on hand to meet its next five year capital requirements, it  anticipates raising additional funds during the next year by the sale of assets, equity or  debt financing, the exercise of stock options or the combination of the methods to  generate 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
funds. On August 31, 2009 the Company sold its Railroad project  property which netted the Company $1.2 million. 
As of January 31, 2010, the Company had 83,853,825 common shares issued  and outstanding, and options outstanding to acquire 7,904,691 common shares of the Company  that would raise $790,469 if exercised in full. This is not anticipated until financial  markets recover. During the year ended January 31, 2010, 750,000 common shares were issued  at a price of $0.06 to settle a debt in respect of services rendered by a consultant to  the Company. On May 4, 2009 options to acquire 675,000 common shares at $0.36 expired. On  June 26, 2009 the Company cancelled 5,842,500 options with exercise prices between CDN  $0.29 and CDN $1.44 and with various expiry dates between April 13, 2010 and July 13,  2012. 
To date, the cash resources of the Company are held with the Royal Bank  of Canada. 
The Company has no debt and its credit and interest rate risk is  minimal. Accounts payable and accrued liabilities are short-term and non-interest bearing.  
The Company's liquidity risk with financial instruments is minimal as  excess cash is invested in highly liquid bank-backed guaranteed investment certificates. 
The funds on hand are not adequate to meet the ongoing discretionary  exploration program (See "Mining Interests" above) or the funds to complete the  development of its projects, if warranted. The Company is dependent on external financing  to fund its activities and as a result the Company will spend its existing capital and  raise additional amounts to meet its current discretionary exploration program when  economic conditions permit it to do so. 
The market value of the Company's investment in public companies as of  January 31, 2010, was $60,000. The Company can sell the securities to raise funds to  settle its obligations as they arise. However, management intends to maintain the  Company's investment in public companies until it becomes advantageous to sell these  shares or until liquidity concerns necessitate such sale. 
Due to the current market conditions, the Company has decided to  conserve cash; in particular, the Company will scale down its exploration efforts on its  properties and undertake a strategic review of its assets. More specifically, the review  will consider scenarios designed to unlock value in the Company's gold and coal  exploration portfolio. The options being considered include, but are not limited to, sale  of gold or coal assets, joint ventures, and restructuring of assets. On August 31, 2009  the Company sold its Railroad project property realizing net proceeds of $1.2 million. 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 
The Company also intends to reduce monthly discretionary expenditures  in a prudent manner in response to current market conditions. The Company will continue to  monitor the global market situation and may re-adjust its discretionary and committed  expenditures, depending on future market conditions. 
RELATED PARTY TRANSACTIONS 

January 31,                                   January 31,                       2010                                                                  2009 

Due from related parties 
                     Sharpe Resources Corporation(1)          $121,740                    $100,307
                                                                                $121,740                    $100,307 
(1) Sharpe is related to the Company because of common management.  Sharpe has executed a promissory note (the "Note") providing for the repayment  of the Note over a three year period commencing on September 9, 2008. The unpaid balance  of the Note will accumulate interest at the rate of 4% per annum. As consideration for an  extension of the option under the option agreement with Sharpe, on September 9, 2009 this  note was cancelled and Sharpe executed a new promissory note in the amount of $133,134  with an interest rate of 0% providing for the repayment of the note over a three year  period commencing September 9, 2011. 
Consulting, wages and salaries for the year ended January 31, 2010  include an accrual of salary owing of $125,000 (January 31, 2009 - Nil) and salary of  $124,986 (year ended January 31, 2009 - $249,995) paid to the President of the Company. 
Consulting, wages and salaries for the year ended January 31, 2010  include an accrual of salary owing of $5,200 (January 31, 2009 - Nil) and salary of  $45,061 (year ended January 31, 2009 - $82,337) paid to an employee who is also a family  member of the President and Director of the Company. 
Compensation of $38,500CDN for the year ended January 31, 2010 (year  ended January 31, 2009 - $23,080 to a former CFO) was paid to the CFO of the Company. 
During the year ended January 31, 2010, a corporation associated with a  director and officer of the Company was paid transfer agent fees of $6,852CDN (year ended  January 31, 2009 - $9,849). 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
These transactions were in the normal course of operations and were  measured at the exchange value which represented the amount of consideration established  and agreed to by the related parties. 
OFF-BALANCE SHEET ARRANGEMENTS 
As of the date of this filing, the Company does not have any off  balance sheet arrangements that have, or are reasonably likely to have, a current or  future effect on the results of operations or financial condition of the Company,  including, and without limitation, such considerations as liquidity and capital resources.  
PROPOSED TRANSACTIONS 
There are no proposed transactions of a material nature being  considered by the Company. However, the Company continues to evaluate either debt or  equity financings and evaluate properties that may be sold in the future. 
CRITICAL ACCOUNTING ESTIMATES 
The preparation of the Company's consolidated financial statements  requires management to make certain estimates that affect the amounts reported in the  financial statements. The accounting estimates considered significant are the valuation of  the Company's mining interests and stock-based compensation. 
The policy of capitalizing exploration costs to date does not  necessarily relate to the future economic value of the exploration properties. The  valuation of mining interests is dependent entirely upon the discovery of economic mineral  deposits. Management has considered the Draft of Proposed Changes to EIC-174, Accounting  by Mining Enterprises for Exploration Costs, and have determined that there is no  impairment of the carrying value of the mineral exploration properties as disclosed in the  consolidated financial statements for the year ended January 31, 2010. 
The Company uses the Black-Scholes model to determine the fair value of  stock options. The main factor affecting the estimates of stock-based compensation is the  stock price volatility used. The Company uses historical price data and comparables in the  estimate of future volatility. 
Other items requiring estimates for the year ended January 31, 2010,  are accounts payable and accrued liabilities and asset retirement obligations. Changes in  the accounting estimates in these items will not have a material impact on the financial  position of the Company. 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
SHARE CAPITAL 
The Company is authorized to issue an unlimited number of common shares  and special shares. As of May 28, 2010, the Company has 83,853,825 common shares  outstanding. 
As of May 28, 2010, the following stock options were outstanding: 
Number of Options Exercise Price Expiry Date 
7,904,691 $0.10 June 26, 2014 
On June 26, 2009 the Company cancelled 5,842,500 options with exercise  prices between CDN$0.29 and CDN$1.44 with various expiry dates between April 13, 2010 and  July 13, 2012. 
The Company's common shares are listed in the United States on the US  OTC:BB symbol RYSMF. The Company's shares were suspended from trading on the TSXV as a  result of the Company's failure to comply on a timely basis with TSXV requirements during  a review being conducted by the TSXV. On May 8, 2009 the board of directors voluntarily  delisted the Company's common shares from the TSXV. This decision came as a result of the  TSXV's inability to approve a prospective time sensitive proposed financing until they  completed their review of the Company and they could not advise the Company when their  review would be completed. In order for the Company to move forward with its objectives  which included a proposal for financing specific projects that have been targeted for  future development to maintain the viability of the Company, the Company had no  alternative other than delisting its common shares from the TSXV. 
CHANGES IN ACCOUNTING POLICIES 
Goodwill and Intangible Assets 
Effective February 1, 2009, the Company adopted the Canadian Institute  of Chartered Accountants ("CICA") Handbook Section 3064, "Goodwill and  Intangible Assets" which replaced CICA Handbook sections 3450, "Research and  Developmental Costs", as well as EIC-27, "Revenues and Expenditures During the  Pre-operating Period" and part of Accounting Guideline 11, "Enterprises in the  Development Stage". Under previous Canadian standards, a great number of items were  recognized as assets than are 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
recognized under International Financial Reporting Standards  ("IFRS"). The provisions relating to the definition and initial recognition of  intangible assets reduce the differences with IFRS in the accounting for intangible  assets. The objectives of CICA 3064 are: 1) to reinforce the principle-based approach to  the recognition of assets; 2) to establish the criteria for asset recognition and; 3) to  clarify the application of the concept of matching revenues and expenses such that the  current practice of recognizing asset items that do not meet the recognition criteria is  eliminated. The new standard also provides guidance for the recognition of internally  developed intangible assets (including research and development activities), ensuring  consistent treatment of all intangible assets. The portions in the new standard relating  to goodwill remain unchanged. 
The adoption of this standard had no impact on the Company's  presentation of its financial position or results of operations as at January 31, 2010. 
Credit Risk and the Fair Value of Financial Assets and Financial  Liabilities 
In January 2009, the Emerging Issues Committee of the CICA issued  EIC-173 "Credit Risk and the Fair Value of Financial Assets and Financial  Liabilities", which applies to interim and annual financial statements for periods  ending on or after January 20, 2009. The adoption of this standard had no impact on the  Company's presentation of its financial position or results of operations as at January  31, 2010. 
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 Company has considered the new guidance of  this accounting standard in the preparation of its financial statements, for the year  ended January 31, 2010 and is compliant with its requirements. 
Fair Value Hierarchy and Liquidity Risk Disclosure 
In June 2009, the Canadian Accounting Standards Board issued an  amendment to CICA Section 3862, "Financial Instruments - Disclosures" in an  effort to make section 3862 consistent with IFRS Section 7 - Disclosures ("IFRS  7"). The purpose was to establish a framework for measuring fair value in Canadian  GAAP and expand disclosures about fair value measurements. To make the disclosures an  entity must classify fair value measurements using a fair value hierarchy that reflects  the significance of the inputs used in making the measurements. The fair value hierarchy  must have the following levels: (a) quoted prices (unadjusted) in active markets for  identical assets or liabilities (Level 1); 
(b) inputs other than quoted prices included in Level 1 that are  observable for the asset or liability, either directly (ie., as prices) or indirectly  (ie., derived from prices) (Level 2); 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
and (c) inputs for the asset or liability that are not based on  observable market data (unobservable inputs) (Level 3). These standards apply to annual  financial statements relating to fiscal years ending after September 30, 2009. The  adoption of the new standard resulted in additional disclosures in the notes to the  consolidated financial statements. 
Cash and cash equivalents were considered as Level 1 and marketable  securities were considered as both Levels 1 and 3 for the purpose of this amendment. 
Future accounting changes 
International Financial Reporting Standards ("IFRS") 
The Canadian Accounting Standards Board ("AcSB") has  confirmed that IFRS will replace current Canadian GAAP for publicly accountable  enterprises, effective for fiscal years beginning on or after January 1, 2011.  Accordingly, the Company will report interim and annual consolidated financial statements  (with comparatives) in accordance with IFRS beginning with the quarter ended April 30,  2011. 
IFRS Transition Plan 
The Company has established an IFRS transition plan and engaged third  party advisers to assist with the planning and implementation of its transition to IFRS.  The following summarizes the Company's progress and expectations with respect to its IFRS  transition plan: 
Initial scoping and analysis of key      areas for which accounting policies may be impacted by the transition to IFRS. Complete. Detailed evaluation of potential      changes required to accounting policies, information systems and business processes. Complete. Application of (IFRS 1) First time      Adoption of International Financial Reporting Standards. Complete Final determination of changes to      accounting policies and choices to be made with respect to first-time In progress, completion expected      during Q2 2010 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
adoption alternatives Resolution of the accounting policy      change implications on information technology, internal controls and contractual      arrangements In progress, completion expected      during 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 
Impact of Adopting IFRS on the Company's Business 
As part of its analysis of potential changes to significant accounting  policies, the Company is assessing what changes may be required to its accounting systems  and business processes. The Company believes that the changes identified to date are  minimal and the systems and processes can accommodate the necessary changes. 
To date, the Company has not identified any contractual agreements that  may be affected by potential changes to significant accounting policies. 
The Company's staff and advisors involved in the preparation of the  consolidated financial statements are being trained on the relevant aspects of IFRS and  the anticipated changes to accounting policies. Employees of the Company who will be  affected by a change to business processes as a result of the conversion to IFRS will also  be trained as necessary. 
First time Adoption of IFRS 
The adoption of IFRS requires the application of IFRS 1 First time  Adoption of International Financial Reporting Standards ("IFRS"), which provides  guidance for an entity's initial adoption of IFRS. IFRS 1 generally requires retrospective  application of IFRS, effective at the end of its first annual IFRS reporting period.  However, IFRS 1 also provides certain optional exemptions and mandatory exceptions to this  retrospective treatment. 
The Company has identified the following optional exemptions that it  expects apply in its preparation of an opening IFRS statement of financial position as at  February 1, 2010, the Company's transition date: 
To apply IFRS 2 Shre based Payments only to equity instruments issued      after November 7, 2002, and that had not vested by the transition date. 

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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
To apply IFRS 3 Business Combinations prospectively from the transition      date, therefore not restating business combinations that took place prior to the      transition date. 
To apply the transition provisions of IFRIC 14 Determining whether an      Arrangement Contains a Lease, therefore determining if arrangements existing at the      transition date contain a lease based on the circumstances existing at that date. 
To apply IAS 23 Borrowing Costs prospectively from the transition date      IAS 23 requires the capitalization of borrowing costs directly attributable to the      acquisition, production or construction of certain assets. 

Prior to reporting interim consolidated financial statements in  accordance with IFRS for the quarter ending April 30, 2011, the Company may decide to  apply other optional exemptions contained in IFRS 1. 
IFRS 1 does not permit changes to estimates that have been made  previously. Accordingly, estimates used in the preparation of the Company's opening IFRS  statement of financial positions as at the transition date will be consistent with those  made under current Canadian GAAP. If necessary, estimates will be adjusted to reflect any  difference in accounting policy. 
Impact of Adopting IFRS on the Company's Financial Statements 
The adoption of IFRS will result in some changes to the Company's  accounting policies that are applied in the recognition, measurement and disclosure of  balances and transactions in its financial statements. 
The following provides a summary of the Company's evaluation to date of  potential changes to accounting policies in key areas based on the current standards and  guidance within IFRS. This is not intended to be a complete list of areas where the  adoption of IFRS will require a change in accounting policies, but to highlight the areas  the Company has identified as having the most potential for a significant change. The  International Accounting Standards Board has a number of ongoing projects, the outcome of  which may have an effect on the changes required to the Company's accounting policies on  adoption of IFRS. At the present time , however, the Company is not aware of any  significant expected changes prior to its adoption of IFRS that would affect the summary  provided below. 
1. Exploration and Evaluation Expenditures 
IFRS currently allows an entity to retain its existing accounting  policies related to the exploration for and evaluation of mineral properties, subject to  some restrictions. 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
The Company expects to retain its current policy of deferring  exploration and evaluation expenditures until such time as the mineral properties are  either put into commercial production, sold, determined not to be economically viable or  abandoned. Therefore, the Company does not expect that the adoption of IFRS will result in  any sifnificant change to the related line items within its financial statements. 
2. Impairment of (Non financial) Assets 
IFRS requires a write down of assets if the higher of the fair market  value and the value in use of a group of assets is less than its carrying value. Value in  use is determined using discounted estimated future cash flows. Current Canadian GAAP  requires a write down to estimated fair value only if undiscounted estimated future cash  flows of a group of assets are less than its carrying value. 
The Company's accounting policies related to impairment of non  financial assets will be changed to reflect these differences. However, the Company does  not expect that this change will have an immediate impact on the carrying value of its  assets. The Company will perform impairment assessments in accordance with IFRS at the  transition date. 
3. Share based Payments 
In certain circumstances, IFRS requires a different measurement of  stock based compensation related to stock options than current Canadian GAAP. 
The Company does not expect any changes to its accounting policies  related to share based payments that would result in a significant change to line items  within its consolidated financial statements. 
4. Property and Equipment 
IFRS contains different guidance related to recognition and measurement  of property and equipment than current Canadian GAAP. 
The Company does not expect any changes to its accounting policies  related to property and equipment that would result in a significant change in line items  within its consolidated financial statements. 
5. Asset Retirement Obligations (Decommissioning Liabilities) 
IFRS requires the recognition of a decommissioning liability for legal  or constructive obligations, while current Canadian GAAP only requires the 
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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
recognition of such liabilities for legal obligations. A constructive  obligation exists when an entity has created reasonable expectations that it will take  certain actions. 
The Company's accounting policies related to decommissioning  liabilities will be changed to reflect these differences. However, the Company does not  expect this change will have an immediate impact on the carrying value of its assets. 
6. Income Taxes 
In certain circumstances, IFRS contains different requirements related  to recognition and measurement of future (deferred) income taxes. 
The Company does not expect any changes to its accounting policies  related to income taxes that would result in a significant change to line items within its  consolidated financial statements. 
Subsequent Disclosures 
Further disclosures of the IFRS transition process are expected as  follows: 
The Compamy's MD&A for the 2010 interim periods and the year ended      January 31, 2011, will include updates on the progress of the transition plan, and, to the      extent known, further information regarding the impact of adopting IFRS on key line items      in the annual consolidated financial statements. 
The Company's first financial statements prepared in accordance with      IFRS will be the interim consolidated financial statements for the three months ending      April 30, 2011, which will include notes disclosing transitional information and      disclosure of new accounting policies under IFRS. The interim consolidated financial      statements for the three months ended April 30, 2011, will also include 2010 consolidated      financial statements for the comparative period, adjusted to comply with IFRS, and the      Company's transition date IFRS statement of financial position (at February 1, 2011). 

Business Combinations, Consolidated Financial Statements and  Non-Controlling Interests 
The CICA issued three new accounting standards in January 2009: Section  1582, "Business Combinations", Section 1601, "Consolidated Financial  Statements" and Section 1602, "Non-Controlling interests". These new  standards will be effective for fiscal years beginning on or after January 1, 2011.  Section 1582 replaces section 1581 and establishes standards for the accounting for  business combinations that are equivalent to the business combination accounting standard  under IFRS. Section 1601 together with Section 1602 establishes standards for the  preparation of consolidated financial 
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Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 

statements. Section 1601 is applicable for the Company's interim and annual  consolidated financial statements for its fiscal year beginning February 1, 2011. 
MANAGEMENT OF CAPITAL 
The Company's objective when managing capital is to maintain adequate levels of funding  to support the acquisition, exploration and development of mineral properties. 

The Company considers its capital to be equity, which comprises share capital, stock  options and warrants, which at January 31, 2010, totaled $38,175,130 (January 31, 2009 -  $37,818,659). 

The Company manages its capital structure in a manner that provides sufficient funding  for acquisition, exploration and development of its mineral properties. Funds are  primarily secured through equity capital raised by way of private placements or could be  by way of debt financing. There can be no assurance that the Company will be able to  continue raising equity capital in this manner. 

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

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

Management reviews its capital management approach on an ongoing basis and believes  that this approach, given the relative size of the Company, is reasonable. 

There were no changes in the Company's approach to capital management during the year  ended January 31, 2010. The Company is not subject to externally imposed capital  requirements. 
FINANCIAL INSTRUMENTS 
(a) Property risk 

The Company's gold and coal interests being the Gold Wedge Project, Pinon Project,  Fondaway Project and Kentucky Project ( collectively "Property Interests") are  the only projects that are currently material to the Company. Unless the Company acquires  or develops additional material Property Interests, the Company will be solely dependent  upon its current Property Interests. If no additional Property Interests are acquired by  the Company, any adverse development affecting the Company's existing Property Interests 

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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 

would have a material adverse effect on the Company's financial condition and results  of its operations. 

(b) Financial risk 

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

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

(i) Credit risk 

Credit risk is the risk of loss associated with a counterparty's inability to fulfill  its payment obligations. The Company's credit risk is primarily attributable to cash  equivalents and due from related parties. The Company has no significant concentration of  credit risk arising from operations. Cash equivalents consist of money market deposits,  which have been invested with reputable financial institutions, from which management  believes the risk of loss to be minimal. Due from related parties consist of amounts due  from a Company under common management. Due from related parties are in good standing as  of January 31, 2010. Management believes that the credit risk concentration with respect  to due from related parties is minimal. 

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

(ii) Liquidity risk 

Liquidity risk refers to the risk that the Company will not be able to meet its  financial obligations when they become due, or can only do so at excessive cost. The  Company's approach to managing liquidity risk is to ensure that it will have sufficient  liquidity to meet liabilities when due. As at January 31, 2010, the Company had cash and  cash equivalents and short term investments of $745,779 (January 31, 2009 - $1,701,148) to  settle current liabilities of $301,381 (January 31, 2009 - $190,288). All of the Company's  financial liabilities have contractual maturities of less than 60 days and are subject to  normal trade terms. 

(iii) Market risk 

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**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**

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 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 

127

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   iscussion dated May 28, 2010**

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, 2010, if the fair value of the marketable securities had      decreased/increased by 10% with all other variables held constant, comprehensive loss for      the year ended January 31, 2010 would have been approximately $6,050 higher/lower.      Similarly, as at January 31, 2010, reported shareholders' equity would have been      approximately $6,050 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, 2010, had the US      dollar weakened/strengthened by 5% against the Canadian dollar with all other variables      held constant, the net loss and comprehensive (loss) would be affected by approximately      $2,500. 
- Commodity price risk could adversely affect the Company. In particular,      the Company's future profitability and viability of development depends upon the world      market price of coal and precious metals. Coal and precious metals have fluctuated widely      in recent years. There is no assurance that, even as commercial quantities of coal and      precious metals may be produced in the future, a profitable market will exist for them. A      decline in the market price of coal and precious metals may also require the Company to      reduce its mineral properties, which could have a material and adverse effect on the      Company's value. As at January 31, 2010, the Company is not a coal or precious metal      producer. As a result, commodity price risk may affect the completion of future equity      transactions such as equity offerings, debt offerings and the exercise of stock options.      This may also affect the Company's liquidity and its ability to meet its ongoing      obligations. 
RISK FACTORS 
An investment in the securities of the Company is highly speculative  and involves numerous and significant risks. Such investment should be undertaken only by  investors whose financial resources are sufficient to enable them to assume such risks and  who have no need for immediate liquidity in their investment. Prospective investors should  carefully consider the risk factors described below. 

Exploration Stage Company and Exploration Risks The Company is a junior resource  company focused primarily on the acquisition and exploration of mineral properties located  in USA. The properties of the Company have no established reserves. There is no assurance  that any of the projects can be mined 

128
**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010 

profitably. Accordingly, it is not assured that the Company will realize any profits in  the short to medium term, if at all, from its mineral properties. Any profitability in the  future from the business of exploration will be dependent upon developing and commercially  mining an economic deposit of minerals, which in itself is subject to numerous risk  factors. The exploration and development of mineral deposits involve a high degree of  financial risk over a significant period of time that even a combination of management's  careful evaluation, experience and knowledge may not eliminate. While discovery of  ore-bearing structures may result in substantial rewards, few properties that are explored  are ultimately developed into producing mines. Major expenses may be required to establish  reserves by drilling and to construct mining and processing facilities at a particular  site. It is impossible to ensure that the current exploration, development and production  programs of the Company will result in profitable commercial mining operations. The  profitability of the Company's operations will be, in part, directly related to the cost  and success of its exploration and development programs, which may be affected by a number  of factors. Substantial expenditures are required to establish reserves that are  sufficient to commercially mine some of the Company's properties and to construct,  complete and install mining and processing facilities on those properties that are  actually mined and developed. 

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

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

129

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**

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

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

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

Capital Investment The ability of the Company to continue exploration and  development of its property interests will be dependent upon its ability to raise  significant additional financing hereafter. There is no assurance that adequate financing  will be available to the Company 

130

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**

or that the terms of such financing will be favourable. Should the Company not be able  to obtain such financing, its properties may be lost entirely. 

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

Dependence on Key Employees The Company's business is dependent on retaining the  services of a small number of key employees. The success of the Company is, and will  continue to be, to a significant extent, dependent on the expertise and experience of  these employees. The loss of one or more of these employees could have a materially  adverse effect on the Company. 
DISCLOSURE OF INTERNAL CONTROLS 
Management has established processes, which are in place to provide them sufficient  knowledge to support management representations that they have exercised reasonable  diligence that (i) the audited consolidated financial statements do not contain any untrue  statement of material fact or omit to state a material fact required to be stated or that  is necessary to make a statement not misleading in light of the circumstances under which  it is made, as of the date of and for the periods presented by the audited consolidated  financial statements, and (ii) the audited consolidated financial statements fairly  present in all material respects the financial condition, results of operations and cash  flows of the Company, as of the date of and for the periods presented by the audited  consolidated financial statements. 

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

131

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**

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

MINING INTERESTS 

The following table sets forth a breakdown of material components of  mining interests: 

132

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**

 
********January 31, 2010January 31, 2009Cumulative from date of inception      of exploration Gold Wedge Project
Opening balance 
15,177,300      
$11,866,061 
$0 ******Property Acquisition costs 430,028 121,785 1,151,675 ******Travel 6,914 35,222 332,277 ******Mine development costs 10,671 53,909 1,046,788 ******Drilling -202 64,356 948,793 ******General exploration 0 0 133,353 ******Professional fees 7,528 0 80,164 ******Consulting 282,548 1,228,118 4,981,711 ******Office and general 118,112 410,285 1,674,306 ******Analysis and assays 7,983 29,006 155,610 ******Supplies, Equipment and      transportation       54,153       869,750       3,686,751******Amortization 322,524 498,808 2,226,131 ******Less: Proceeds from sale of      development ore       -330,015       0       -330,015 ************Book value of      mineral property       $16,087,544       $15,177,300       $16,087,544 ************
133

**Royal Standard Minerals Inc.  Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
January 31, 2010 January 31, 2009 Cumulative from date of      inception of exploration Pinon Project Opening balance $1,931,122 $1,451,428 $0Property acquisition costs 54,013 111,617 610,217 Travel 0 51,498 78,326 Drilling 0 0 130,600 General Exploration 0 0 7,765 Professional fees 19,668 0 85,941Office and general 0 0 98,120 Geologist 0 0 32,653 Consulting, wages and salaries 258 256,585 659,335 Reclamation costs 0 0 167,785 Analysis and assays 0 0 74,042Supplies, equipment and transportation -3,544 59,994 56,733 Book value of mineral property $2,001,517 $1,931,122 $2,001,517 Railroad Project Opening balance $460,013 $331,446 $0Property acquisition costs 5,980 128,567 465,993 Professional fees 123,580 0 123,580 Consulting, wages and salaries 27,727 0 27,727 Sale of property -617,300 0 -617,300 Book value of mineral property $0 $460,013 $0 Fondaway Project Opening balance $302,279 $246,457 $0Property acquisition costs 37,497 55,822 320,500 Travel 0 0 3,279 Drilling 0 0 15,646 Analysis and assays 0 0 351 Book value of mineral property $339,776 $302,279 $339,776 
134

**Royal Standard Minerals Inc.   Management's Discussion and Analysis   Year ended January 31, 2010   Discussion dated May 28, 2010**
 
****January 31, 2010January 31, 2009Cumulative from date of inception        of exploration ************Kentucky Project ******Opening balance $1,136,682 $0 $0 ****Property Acquisition costs 300 418,000 418,300****Travel 12,162 13,827 25,989****Reclamation Costs 2,925 19,277 22,202****Professional fees 29,673 48,680 78,353****Consulting, wages andsalaries         43,694         163,828         207,522****Office and general 35,825 60,655 96,480****Supplies, equipment &        transportation         93,508         306,805         400,313****Rent 750 93,260 94,010****Amortization 15,330 12,350 27,680****Book value of mineral        property$1,370,849 $1,136,682 $1,370,849 ****TOTAL****$19,799,686$19,007,396$19,799,686
135

 

Item 18. Financial Statements. 

Not applicable. 
**Item 19. Exhibits.**Exhibit 12Section 302 CertificationsExhibit 13Section 906 Certifications**SIGNATURES 

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

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

 

Date: July 27, 2010 

***Risks Associated with Forward Looking Statements.*This Form20-F contains 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.**
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