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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT is made effective as of the 24th day of
September, 2007.

AMONG:

KEVIN B. EPP, of 1049
Shavington Street, North
Vancouver, BC V7L 1K7

("Principal Shareholder")

OF THE FIRST PART

AND:

ROYAL MINES INC., 
a
Nevada corporation with its principal office at
2215 Lucerne Circle,
Henderson, NV 89014

(“Royal Mines")

OF THE SECOND PART

AND:

CENTRUS VENTURES INC.,

a Nevada corporation with its principal office at 810
Peace Portal Drive,
Suite 200, Blaine, WA 98230

(“Centrus")

OF THE THIRD PART

AND:

ROYAL MINES ACQUISITION
CORP., 
a Nevada corporation with its registered office at
8275 S.
Eastern Avenue, Suite 200, Las Vegas, NV
89123

(“Centrus Sub")

OF THE FOURTH PART

WHEREAS:

A.
               Kevin
B. Epp (the “Principal Shareholder”) is the controlling shareholder of
Centrus;

B.                The
Boards of Directors of each of Centrus, Centrus Sub and Royal Mines deem it
desirable and in the best interests of their respective shareholders that Royal
Mines be merged with and into Centrus Sub with Centrus Sub as the surviving
corporation (the “Merger”) on the terms and subject to the conditions of this
Agreement;

C.                The
Boards of Directors of each of Centrus, Centrus Sub and Royal Mines have
approved and adopted this Agreement;

D.                Centrus
Sub is a wholly-owned subsidiary of Centrus and Centrus Sub joins in the
execution of this Agreement in order to provide certain representations,
warranties and covenants to Royal Mines;

E.                Centrus,
as the sole shareholder of Centrus Sub, has approved the Merger; and




F.                The
Principal Shareholder joins in the execution of this Agreement in order to
provide certain covenants in respect of cancellation of his share position.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of covenants and agreements set forth herein and of the sum of
$10.00 paid by Royal Mines to the Principal Shareholder and to Centrus, the
receipt of which is hereby acknowledged, the parties hereto agree each with the
other as follows:

ARTICLE 1.
DEFINITIONS

	 	1.1  	Definitions. The following terms have the
      respective meanings specified in this Article, unless the context
      indicates otherwise.
	 	 	 
	 	(a) 	
      "Agreement" shall mean this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in the
      Agreement, and all amendments and supplements, if any, to this
      Agreement;

	 	 	 
	 	(b) 	
      "Exchange Act" shall mean the United States Securities
      Exchange Act of 1934, as amended;

	 	 	 
	 	(c) 	
      "GAAP" shall mean United States generally accepted
      accounting principles applied in a manner consistent with prior
      periods;

	 	 	 
	 	(d) 	
      "SEC" shall mean the United States Securities and
      Exchange Commission;

	 	 	 
	 	(e) 	
      "Securities Act" shall mean the United States Securities
      Act of 1933, as amended;

	 	 	 
	 	(f) 	
      "Taxes" shall include federal, state, provincial and
      local income taxes, capital gains tax, value-added taxes, franchise,
      personal property and real property taxes, levies, assessments, tariffs,
      duties (including any customs duty), business license or other fees,
      sales, use and any other taxes relating to the assets of the designated
      party or the business of the designated party for all periods up to and
      including the Closing Date, together with any related charge or amount,
      including interest, fines, penalties and additions to tax, if any, arising
      out of tax assessments;

	 	 	 
	 	1.2	
      Schedules. The following schedules are attached to
      and form part of this Agreement:





	 	Schedule 	Description 
	 	             
       2.1 	Articles of Merger 
	 	           2.9A
	Certificate of Non-U.S. Shareholder 
	 	           2.9B
	Certificate of U.S. Shareholder 
	 	             
       3.3 	Royal Mines Obligations to Issue Shares 
	 	             
       3.4 	Proposed Acquisition 
	 	             
       3.9 	Financial Statements of Royal Mines 
	 	           3.10
	Liabilities of Royal Mines 
	 	           3.14
	Employment and Consulting Agreements of Royal Mines
    
	 	           3.15
	Intellectual Property of Royal Mines 
	 	           3.16
	Real Property of Royal Mines 
	 	           3.17
	Material Contracts of Royal Mines




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               1.3                Currency.
All dollar amounts referred to in this Agreement are in United States funds,
unless expressly stated otherwise.

ARTICLE 2.
THE MERGER

               2.1                The
Merger. At the Effective Time (as defined in Section 2.3 below), Royal Mines
will be merged with and into Centrus Sub in accordance with this Agreement, the
Articles of Merger substantially in the form of Schedule 2.1 attached to
this Agreement (the “Articles of Merger”), and the applicable provisions of
Chapter 92A of the Nevada Revised Statutes (the “Nevada Law”). Following the
Merger, Centrus Sub will continue as the surviving corporation (the “Surviving
Corporation”) and the separate existence of Royal Mines will cease, except
insofar as it may be continued by Nevada Law.

               2.2                Closing.
As soon as practicable following the satisfaction or waiver of the conditions
set forth in Section 6 of this Agreement, and provided that this Agreement has
not been terminated pursuant to Section 9, the parties to this Agreement will
hold a closing (the “Closing”) for the purpose of confirming the consummation of
the Merger at a time and date mutually agreed upon by the parties. Unless
otherwise agreed by the parties, the Closing will take place at the offices of
the lawyers for Centrus. Notwithstanding the location of the Closing, each party
agrees that the Closing may be completed by the exchange of undertakings between
the respective legal counsel for Royal Mines, Centrus and Centrus Sub, provided
such undertakings are satisfactory to each party’s respective legal counsel. The
date on which the Closing actually occurs is referred to as the “Closing Date.”
At the Closing, the parties will execute and exchange all documents,
certificates and instruments contemplated by this Agreement. The parties agree
to use commercially reasonable efforts and all due diligence to cause the
Closing to be consummated on or before October 8, 2007 unless such date is
extended by the mutual agreement of the parties.

               2.3                Effective
Time of the Merger. The Merger will be effective at the time (the “Effective
Time”) of the filing of the Articles of Merger with the Secretary of State of
the State of Nevada, which certificate is to be filed as soon as practicable on
or after the Closing Date.

               2.4                Effect
of the Merger. The Merger will have the effect set forth in Section 92A.250
of Nevada Law. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the property, rights, privileges, powers and
franchises of Centrus Sub and Royal Mines will vest in the Surviving Corporation
without further act or deed, and all debts, liabilities and duties of Centrus
Sub and Royal Mines will become the debts, liabilities and duties of the
Surviving Corporation. As a result or the Merger, the Surviving Corporation will
be the wholly-owned subsidiary of Centrus.

               2.5                Certificate
of Incorporation; Bylaws.

                                   (a)                The
certificate of incorporation of Centrus Sub as in effect immediately prior to
the Effective Time will continue unchanged, except to the extent amended by the
Articles of Merger, and will be the certificate of incorporation of the
Surviving Corporation until thereafter amended in accordance with the terms
thereof and in accordance with applicable law.

                                   (b)                At
the Effective Time, the bylaws of Centrus Sub, as in effect immediately prior to
the Effective Time, will be the bylaws of the Surviving Corporation until
thereafter amended in accordance with the terms thereof and in accordance with
applicable law.

               2.6                Directors
and Officers. The director and officer of the Surviving Corporation after
the Effective Time will be William Charles Tao. Centrus, as the sole shareholder
of Centrus Sub, by approving the Merger has approved this individual as the
director of the Surviving Corporation and will take any further action in order
to ensure the proper appointment of such director to the board of directors of
the Surviving Corporation.

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               2.7                Taking
of Necessary Action. If after the Effective Time any further action is
necessary to carry out the purposes of this Agreement or to vest the Surviving
Corporation with full title to all assets, rights, approvals, immunities and
franchises of either Centrus Sub or Royal Mines, the officers and directors, or
the former officers and directors, as the case may be, of Centrus, Centrus Sub
and Royal Mines and the Surviving Corporation will take all such necessary
action.

               2.8                Merger
Consideration. Each share of Royal Mines common stock, par value $0.001 per
share (“Royal Mines Common Stock”) issued and outstanding immediately prior to
the Effective Time (other than Dissenting Shares, as defined in Section 2.10)
will, by virtue of the Merger and without any action on the part of the holder
thereof, be converted into one share of Centrus Common Stock (as defined in
Section 5.3) . All certificates representing the shares of Centrus Common Stock
issued on effectiveness of the Merger will be endorsed with the following legend
pursuant to the Securities Act in order to reflect that the fact that the shares
of Centrus Common Stock will be issued to the shareholders of Royal Mines
pursuant to exemptions or safe harbours from the registration requirements of
the Securities Act:

For holders of Royal Mines Common Stock
resident in the United States:

“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”

For holders of Royal Mines Common Stock
resident outside the United States:

“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"),
AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH
SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

               2.9                Stock
Certificate Conversion Procedure. After the Effective Time, each holder of
Royal Mines Common Stock will be entitled to exchange his, her, or its
certificate representing the Royal Mines Common Stock (“Royal Mines Stock
Certificate”) for a certificate representing the number of shares of Centrus
Common Stock into which the number of shares of Royal Mines Common Stock
previously represented by such certificate surrendered have been converted
pursuant to Section 2.8 of this Agreement. Each holder of Royal Mines Common
Stock may exchange his, her or its Royal Mines Stock Certificate by delivering
such Royal Mines Stock Certificate to Centrus duly endorsed in blank (or
accompanied by duly executed stock powers duly endorsed in blank), in each case
in proper form for transfer, with signatures guaranteed, and, if applicable,
with all stock transfer and any other required documentary stamps affixed
thereto and with appropriate instructions to allow the transfer agent to issue
certificates for the Centrus Common Stock to the holder thereof together with:
(i) a Regulation S Investment Letter (if such holder is resident outside of the
United States), a copy of which is attached hereto in Schedule 2.9A, or
(ii) a Regulation D Investment Letter (if such holder is resident in the United
States), a copy of which is attached hereto in Schedule 2.9B. Until
surrendered as contemplated by this

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Section 2.9, each Royal Mines Stock Certificate will be deemed
at any time after the Effective Time to represent only the right to receive
Centrus Common Stock certificates representing the number of whole shares of
Centrus Common Stock into which the shares of Royal Mines Common Stock formerly
represented by such certificate have been converted. Upon receipt of such duly
endorsed Royal Mines Stock Certificates, Centrus will cause the issuance of the
number of shares of Centrus Common Stock as converted pursuant to Section 2.8 of
this Agreement.

               2.10                Appraisal
Rights. Notwithstanding any provision of this Agreement to the contrary,
shares of Royal Mines Common Stock (the “Dissenting Shares”) that are issued and
outstanding immediately prior to the Effective Time and held by stockholders who
did not vote in favor of the Merger and who comply with all of the relevant
provisions of Sections 92A.300 to 92A.500 of Nevada Law (the “Dissenting
Stockholders”) will not be converted into or be exchangeable for the right to
receive Centrus Common Stock, unless and until such holders have failed to
perfect or have effectively withdrawn or lost their rights to appraisal under
Nevada Law. Royal Mines will give Centrus (i) immediate oral notice followed by
prompt written notice of any written demands for appraisal of any shares of
Royal Mines Common Stock, attempted withdrawals of any such demands and any
other instruments served pursuant to Nevada Law and received by Royal Mines
relating to stockholders' rights of appraisal, and (ii) will keep Centrus
informed of the status of all negotiations and proceedings with respect to
demands for appraisal under Nevada Law. If any Dissenting Stockholder fails to
perfect or will have effectively withdrawn or lost the right to appraisal, the
shares of Royal Mines Common Stock held by such Dissenting Stockholder will
thereupon be treated as though such shares had been converted into the right to
receive Centrus Common Stock pursuant to Section 2.8 of this Agreement.

               2.11                No
Further Ownership Rights in Royal Mines Common Stock. The promise to
exchange the Royal Mines Common Stock for shares of Centrus Common Stock in
accordance with the terms of this Agreement will be deemed to have been given in
full satisfaction of all rights pertaining to the Royal Mines Common Stock, and
there will be no further registration of transfers on the stock transfer books
of Royal Mines of the shares of Royal Mines Common Stock that were outstanding
immediately prior to the Effective Time. From and after the Effective Time, the
holders of Royal Mines Common Stock outstanding immediately prior to the
Effective Time will cease to have any rights with respect to such Royal Mines
Common Stock, except as otherwise provided in this Agreement or by law.

               2.12                Distributions
with Respect to Unsurrendered Royal Mines Common Stock. No dividends or
other distributions by Centrus with a record date after the Effective Time will
be paid to the holder of any unsurrendered Royal Mines Stock Certificate until
the surrender of such Royal Mines Stock Certificate in accordance with Section
2.9 of this Agreement. Following surrender of any such Royal Mines Stock
Certificate, Centrus will pay to the holder of the Centrus Common Stock
certificate issued in exchange the Royal Mines Stock Certificate, without
interest, (i) at the time of such surrender, the amount of any dividends or
other distributions with a record date after the Effective Time and paid before
the time of such surrender with respect to such Centrus Common Stock which such
holder is entitled pursuant to Section 2.8 of this Agreement, and (ii) at the
appropriate payment date, the amount of any dividends or other distributions
with a record date after the Effective Time but prior to such surrender and with
a payment date subsequent to such surrender payable with respect to such Centrus
Common Stock.

               2.13                No
Liability. Neither Centrus, Centrus Sub, nor the Surviving Corporation will
be liable to any person in respect of shares of Royal Mines Common Stock, or
dividends or distributions with respect thereto, pursuant to any applicable
abandoned property, escheat or similar law. If any Royal Mines Stock Certificate
has not have been surrendered prior to seven years after the Effective Time (or
immediately prior to such earlier date on which any Royal Mines Stock
Certificate, or any dividends or distributions payable to the holder of such
Royal Mines Stock Certificate would otherwise escheat to or become the property
of any governmental body or authority), any such Centrus Common Stock, dividends
or distributions in respect of such Royal Mines Stock Certificate will, to the
extent permitted by applicable law, become the property of the Surviving
Corporation, free and clear of all claims or interest of any person previously
entitled to such certificate

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               2.14                Lost,
Stolen or Destroyed Certificates. If any certificate representing Royal
Mines Common Stock has been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming such certificate or agreement to
be lost, stolen or destroyed and, if required by Centrus, the posting by such
person of a bond in such reasonable amount as Centrus may direct as indemnity
against any claim that may be made against it with respect to such certificate,
Centrus will cause to be issued in exchange for such lost, stolen or destroyed
certificate, the applicable Centrus Common Stock deliverable in respect thereof,
pursuant to Section 2.8 of this Agreement.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
OF
ROYAL MINES

               Royal
Mines represents and warrants to Centrus and Centrus Sub, and acknowledges that
Centrus and Centrus Sub are relying upon such representations and warranties, in
connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of Centrus or Centrus
Sub, as follows:

               3.1               
Organization and Good Standing. Royal Mines is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has all requisite corporate power and authority to own, lease and to
carry on its business as now being conducted. Royal Mines is duly qualified to
do business and is in good standing as a foreign corporation in each of the
jurisdictions in which it owns property, leases property, does business, or is
otherwise required to do so, where the failure to be so qualified would have a
material adverse effect on the business of Royal Mines taken as a whole.

               3.2                Authority.
Royal Mines has all requisite corporate power and authority to execute and
deliver this Agreement and any other document contemplated by this Agreement
(collectively, the “Royal Mines Merger Documents”) to be signed by Royal Mines
and to perform its obligations thereunder and to consummate the Merger
contemplated thereby. The execution and delivery of each of the Royal Mines
Merger Documents by Royal Mines and the consummation of the Merger contemplated
thereby have been duly authorized by its Board of Directors. No other corporate
or shareholder proceedings on the part of Royal Mines are necessary to authorize
such documents or to consummate the Merger contemplated thereby other than the
approval of the shareholders of Royal Mines of the Merger. This Agreement has
been, and the other Royal Mines Merger Documents when executed and delivered by
Royal Mines as contemplated by this Agreement will be, duly executed and
delivered by Royal Mines and this Agreement is, and the other Royal Mines Merger
Documents when executed and delivered by Royal Mines as contemplated hereby will
be, the valid and binding obligation of Royal Mines enforceable in accordance
with their respective terms, except (1) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application
affecting enforcement of creditors' rights generally, (2) as limited by laws
relating to the availability of specific performance, injunctive relief, or
other equitable remedies, and (3) as limited by public policy.

               3.3                Capitalization
of Royal Mines. The entire authorized capital stock and other equity
securities of Royal Mines consists of an aggregate of 200,000,000 shares
comprised of 100,000,000 shares of common stock, par value $0.001 per share
(“Royal Mines Common Stock”) and 100,000,000 shares of preferred stock, par
value $0.001 per share. There are 32,183,326 shares of Royal Mines Common Stock
and no shares of preferred stock issued and outstanding as of the date of this
Agreement. All of the issued and outstanding shares of Royal Mines Common Stock
have been duly authorized, are validly issued, were not issued in violation of
any pre-emptive rights and are fully paid and non-assessable, are not subject to
pre-emptive rights and were issued in full compliance with all federal, state,
and local laws, rules and regulations. Except as set out in Schedule 3.3,
there are no outstanding options, warrants, subscriptions, conversion rights, or
other rights, agreements, or commitments obligating Royal Mines to issue any
additional shares of Royal Mines Common Stock, or any other securities
convertible into,

6




exchangeable for, or evidencing the right to subscribe for or
acquire from Royal Mines any shares of Royal Mines Common Stock. There are no
agreements purporting to restrict the transfer of the Royal Mines Common Stock,
no voting agreements, voting trusts, or other arrangements restricting or
affecting the voting of the Royal Mines Common Stock.

               3.4                No
Subsidiaries. Royal Mines does not have any subsidiaries other than Royal
Reclamation And Mining LLC, or agreements of any nature to acquire any
subsidiary or, except as disclosed in Schedule 3.4, to acquire or lease
any other business operations and will not prior to the Closing Date acquire, or
agree to acquire, any subsidiary or business without the prior written consent
of Centrus.

               3.5                Non-contravention.
Neither the execution, delivery and performance of this Agreement, nor the
consummation of the Merger, will:

                                    (1)
conflict with, result in a violation of, cause a default under (with or without
notice, lapse of time or both) or give rise to a right of termination,
amendment, cancellation or acceleration of any obligation contained in or the
loss of any material benefit under, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the material properties or
assets of Royal Mines under any term, condition or provision of any loan or
credit agreement, note, debenture, bond, mortgage, indenture, lease or other
agreement, instrument, permit, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Royal Mines, or any of its
respective property or assets;

                                     (2)
violate any provision of the articles of incorporation or bylaws of Royal Mines;
or

                                     (3)
violate any order, writ, injunction, decree, statute, rule, or regulation of any
court or governmental or regulatory authority applicable to Royal Mines or any
of its respective property or assets.

               3.6                Actions
and Proceedings. There is no claim, charge, arbitration, grievance, action,
suit, investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending or, to the
best knowledge of Royal Mines or the Principal Shareholder, threatened against
Royal Mines or which involves any of the business, or the properties or assets
of Royal Mines that, if adversely resolved or determined, would have a material
adverse effect on the business, operations, assets, properties, prospects, or
conditions of Royal Mines taken as a whole (a “Royal Mines Material Adverse
Effect”). There is no reasonable basis for any claim or action that, based upon
the likelihood of its being asserted and its success if asserted, would have
such a Royal Mines Material Adverse Effect.

               3.7                Compliance.

                                   (a)                Royal
Mines is in compliance with, is not in default or violation in any material
respect under, and has not been charged with or received any notice at any time
of any material violation by it of, any statute, law, ordinance, regulation,
rule, decree or other applicable regulation to the business or operations of
Royal Mines;

                                   (b)                Royal
Mines is not subject to any judgment, order or decree entered in any lawsuit or
proceeding applicable to its business and operations that would constitute a
Royal Mines Material Adverse Effect;

                                   (c)                Royal
Mines has duly filed all reports and returns required to be filed by it with
governmental authorities and has obtained all governmental permits and other
governmental consents, except as may be required after the execution of this
Agreement. All of such permits and consents are in full force and effect, and no
proceedings for the suspension or cancellation of any of them, and no
investigation relating to any of them, is pending or to the best knowledge of
Royal Mines, threatened,

7




and none of them will be adversely affected by the consummation
of the Merger contemplated hereby; and

                                   (d)                Royal
Mines has operated in material compliance with all laws, rules, statutes,
ordinances, orders and regulations applicable to its business. Royal Mines has
not received any notice of any violation thereof, nor is Royal Mines aware of
any valid basis therefore.

               3.8                Filings,
Consents and Approvals. Other than the approval of holders owning a majority
of the Royal Mines Common Stock, no filing or registration with, no notice to
and no permit, authorization, consent, or approval of any public or governmental
body or authority or other person or entity is necessary for the consummation by
Royal Mines of the Merger contemplated by this Agreement or to enable Centrus to
continue to conduct Royal Mines’s business after the Closing Date in a manner
which is consistent with that in which it is presently conducted.

               3.9                Financial
Representations. Attached to this Agreement as Schedule 3.9 are true,
correct, and complete copies of unaudited balance sheets for Royal Mines dated
as of April 30, 2007, together with related statements of operations and
deficit, statements of shareholders’ deficiency (equity), for the periods then
ended (collectively, the “Financial Statements”). The Financial Statements (a)
are in accordance with the books and records of Royal Mines, (b) present fairly
the financial condition of Royal Mines as of the respective dates indicated and
the results of operations for such periods, and (c) have been prepared in
accordance with GAAP. Royal Mines has not received any advice or notification
from its independent certified public accountants that Royal Mines has used any
improper accounting practice that would have the effect of not reflecting or
incorrectly reflecting in the Financial Statements or the books and records of
Royal Mines, any properties, assets, liabilities, revenues, or expenses. The
books, records, and accounts of Royal Mines accurately and fairly reflect, in
reasonable detail, the Merger, assets, and liabilities of Royal Mines. Royal
Mines has not engaged in any transaction, maintained any bank account, or used
any funds of Royal Mines, except for transactions, bank accounts, and funds
which have been and are reflected in the normally maintained books and records
of Royal Mines.

               3.10                Undisclosed
Liabilities. Except as set forth in Schedule 3.10, Royal Mines has no
liabilities or obligations either direct or indirect, matured or unmatured,
absolute, contingent or otherwise, which:

                                   (a)                are
not set forth in the Financial Statements or have not heretofore been paid or
discharged;

                                   (b)                did
not arise in the regular and ordinary course of business under any agreement,
contract, commitment, lease or plan specifically disclosed (or are not required
to be disclosed in accordance with GAAP); or

                                   (c)                have
not been incurred in amounts and pursuant to practices consistent with past
business practice, in or as a result of the regular and ordinary course of its
business since the date of the last Financial Statements.

               For
purposes of this Agreement, the term “liabilities” includes, any direct or
indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency,
cost, expense, obligation or responsibility, fixed or unfixed, known or unknown,
asserted choate or inchoate, liquidated or unliquidated, secured or
unsecured.

               3.11                Tax
Matters.

                                   (a)                As
of the date hereof, (i) Royal Mines has timely filed all tax returns in
connection with any Taxes which are required to be filed on or prior to the date
hereof, taking into

8




account any extensions of the filing deadlines which have been
validly granted to them; and (ii) all such returns are true and correct in all
material respects.

                                   (b)                Royal
Mines has paid all Taxes that have become or are due with respect to any period
ended on or prior to the date hereof, and has established an adequate reserve
therefore on its balance sheet for those Taxes not yet due and payable, except
for any Taxes the nonpayment of which will not have a Royal Mines Material
Adverse Effect.

                                   (c)                Royal
Mines is not presently under and has not received notice of, any contemplated
investigation or audit by the Internal Revenue Service or any foreign or state
taxing authority concerning any fiscal year or period ended prior to the date
hereof.

                                   (d)                All
Taxes required to be withheld on or prior to the date hereof from employees for
income Taxes, social security Taxes, unemployment Taxes and other similar
withholding Taxes have been properly withheld and, if required on or prior to
the date hereof, have been deposited with the appropriate governmental
agency.

3.12 Changes. Since April 30, 2007, Royal Mines has
not:

                                   (a)                incurred
any liabilities, other than liabilities incurred in the ordinary course of
business consistent with past practice, or discharged or satisfied any lien or
encumbrance, or paid any liabilities, other than in the ordinary course of
business consistent with past practice, or failed to pay or discharge when due
any liabilities of which the failure to pay or discharge has caused or will
cause any material damage or risk of material loss to it or any of its assets or
properties;

                                   (b)                sold,
encumbered, assigned or transferred any fixed assets or properties which would
have been included in the assets of Royal Mines if the closing had been held on
April 30, 2007 or on any date since then, except for ordinary course of business
transactions consistent with past practice;

                                   (c)                created,
incurred, assumed or guaranteed any indebtedness for money borrowed, or
mortgaged, pledged or subjected any of the assets or properties of Royal Mines
to any mortgage, lien, pledge, security interest, conditional sales contract or
other encumbrance of any nature whatsoever;

                                   (d)                made
or suffered any amendment or termination of any material agreement, contract,
commitment, lease or plan to which it is a party or by which it is bound, or
cancelled, modified or waived any substantial debts or claims held by it or
waived any rights of substantial value, whether or not in the ordinary course of
business;

                                   (e)                declared,
set aside or paid any dividend or made or agreed to make any other distribution
or payment in respect of its capital shares or redeemed, purchased or otherwise
acquired or agreed to redeem, purchase or acquire any of its capital shares or
equity securities;

                                   (f)                suffered
any damage, destruction or loss, whether or not covered by insurance, materially
and adversely its business, operations, assets, properties or prospects;

                                   (g)                suffered
any material adverse change in its business, operations, assets, properties,
prospects or condition (financial or otherwise);

                                   (h)                received
notice or had knowledge of any actual or threatened labor trouble, termination,
resignation, strike or other occurrence, event or condition of any similar
character which has had or might have an adverse effect on its business,
operations, assets, properties or prospects;

9




                                   (i)                made
commitments or agreements for capital expenditures or capital additions or
betterments exceeding in the aggregate $50,000, except such as may be involved
in ordinary repair, maintenance or replacement of its assets;

                                   (j)                other
than in the ordinary course of business, increase the salaries or other
compensation of, or made any advance (excluding advances for ordinary and
necessary business expenses) or loan to, any of its employees or made any
increase in, or any addition to, other benefits to which any of its employees
may be entitled;

                                   (k)               changed
  any of the accounting principles followed or the methods of applying such principles;

                                   (l)               entered into
  any transaction other than in the ordinary course of business consistent with
  past practice; or

                                   (m)               agreed,
  whether in writing or orally, to do any of the foregoing.

               3.13                Personal
Property. Royal Mines does not own or lease any furniture, fixtures or other
tangible personal property.

               3.14                Employees
and Consultants. All employees and consultants of Royal Mines have been paid
all salaries, wages, income and any other sum due and owing to them by Royal
Mines as at the end of the most recent completed pay period. Royal Mines is not
aware of any labor conflict with any of Royal Mines employees that might
reasonably be expected to have a Royal Mines Material Adverse Effect. Except as
disclosed in Schedule 3.14, Royal Mines has not entered into any written
contracts of employment or material consulting agreements. All amounts required
to be withheld by Royal Mines from employees’ salaries or wages and paid to any
governmental or taxing authority have been so withheld and paid. No employee of
Royal Mines is in violation of any term of any employment contract,
non-disclosure agreement, non-competition agreement or any other contract or
agreement relating to the relationship of such employee with Royal Mines or any
other nature of the business conducted or to be conducted by Royal Mines or the
Surviving Corporation.

               3.15                Intellectual
Property. Royal Mines owns the intellectual property described in Schedule
3.15.

               3.16                Real
Property. Except as described in Schedule 3.16, Royal Mines does not lease
or own any real property.

               3.17                Material
Contracts and Transactions. Schedule 3.17 contains a list of all
material contracts, agreements, licenses, permits, arrangements, commitments,
instruments, understandings or contracts, whether written or oral, express or
implied, contingent, fixed or otherwise, to which Royal Mines is a party
(collectively, the “Contracts”).

	 	(a) 	
      Except as listed on Schedule 3.17, Royal Mines is
      not a party to any written or oral:

	 	 	 	 
	 		(1) 	
      agreement for the purchase, sale or lease of any capital
      assets, or continuing contracts for the purchase or lease of any
      materials, supplies, equipment, real property or services;

	 	 	 	 
	 		(2) 	
      agreement regarding, sales agency, distributorship, or
      the payment of commissions;

	 	 	 	 
	 		(3) 	
      except as listed on Schedule 3.14, agreement for the
      employment or consultancy of any person or entity;



10





	 	(4) 	
      note, debenture, bond, trust agreement, letter of credit
      agreement loan agreement, or other contract or commitment for the
      borrowing or lending of money, or agreement or arrangement for a line of
      credit or guarantee, pledge, or undertaking of the indebtedness of any
      other person;

	 	 	 
	 	(5) 	
      agreement, contract, or commitment for any charitable or
      political contribution;

	 	 	 
	 	(6) 	
      agreement, contract, or commitment limiting or
      restraining Royal Mines, their business or any successor thereto from
      engaging or competing in any manner or in any business or from hiring any
      employees, nor is any employee of Royal Mines subject to any such
      agreement, contract, or commitment;

	 	 	 
	 	(7) 	
      material agreement, contract, or commitment not made in
      the ordinary course of business;

	 	 	 
	 	(8) 	
      except as disclosed in Schedule 3.4, agreement
      establishing or providing for any joint venture, partnership, or similar
      arrangement with any other person or entity;

	 	 	 
	 	(9) 	
      agreement, contract or understanding containing a “change
      in control,” or similar provision; or

	 	 	 
	 	(10) 	
      power of attorney or similar authority to
  act.



               (b)                Each
Contract is in full force and effect, and there exists no material breach or
violation of or default by Royal Mines under any Contract, or any event that
with notice or the lapse of time, or both, will create a material breach or
violation thereof or default under any Contract by Royal Mines. The
continuation, validity, and effectiveness of each Contract will in no way be
affected by the consummation of the Merger contemplated by this Agreement.
Except as listed on Schedule 3.17, there exists no actual or threatened
termination, cancellation, or limitation of, or any amendment, modification, or
change to any Contract. A true, correct and complete copy (and if oral, a
description of material terms) of each Contract, as amended to date, has been
furnished to Centrus.

               3.18                Certain
Transactions. Royal Mines is not indebted, directly or indirectly, to any of
its officers, directors or shareholders or to their respective spouses or
children, in any amount whatsoever and Royal Mines is not a guarantor or
indemnitor of any indebtedness of any other person, firm or corporation.

               3.19                No
Brokers. Royal Mines has not incurred any obligation or liability to any
party for any brokerage fees, agent's commissions, or finder's fees in
connection with the Merger contemplated by this Agreement for which Centrus
would be responsible.

               3.20                Minute
Books. The minute books of Royal Mines provided to Centrus contain a
complete summary of all meetings of directors and shareholders since the time of
incorporation of such entity and reflect all transactions referred to in such
minutes accurately in all material respects.

               3.21                Completeness
of Disclosure. No representation or warranty by Royal Mines in this
Agreement nor any certificate, schedule, statement, document or instrument
furnished or to be furnished to Centrus pursuant hereto contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact required to be stated herein or therein or necessary to make any
statement herein or therein not materially misleading.

11




ARTICLE 4.
COVENANTS, REPRESENTATIONS AND
WARRANTIES
OF THE PRINCIPAL SHAREHOLDER

The Principal Shareholder covenants with and represents and
warrants to Royal Mines as follows, and acknowledges that Royal Mines is relying
upon such covenants, representations and warranties in connection with the
merger of Royal Mines with Centrus Sub, as follows:

               4.1                The
Principal Shareholder is the legal and beneficial owner of 25,500,000 shares of
common stock of Centrus.

               4.2                No
person, firm or corporation has any agreement or option or any right or
privilege (whether by law, pre-emptive or contractual) capable of becoming an
agreement or option for the purchase from the Principal Shareholder of any of
the shares of Centrus held by the Principal Shareholder.

               4.3                This
Agreement has been duly authorized, validly executed and delivered by the
Principal Shareholder.

ARTICLE 5.
REPRESENTATIONS AND
WARRANTIES
OF CENTRUS

               Centrus
and Centrus Sub jointly and severally represent and warrant to Royal Mines and
acknowledge that Royal Mines is relying upon such representations and warranties
in connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of Royal Mines, as
follows:

               5.1                Organization
and Good Standing. Centrus and Centrus Sub are each duly organized, validly
existing and in good standing under the laws of Nevada and have all requisite
corporate power and authority to own, lease and to carry on its respective
businesses as now being conducted. Centrus is duly qualified to do business and
is in good standing as foreign corporations in each of the jurisdictions in
which it owns property, leases property, does business, or is otherwise required
to do so, where the failure to be so qualified would have a material adverse
effect on the businesses, operations, or financial condition of Centrus. Centrus
Sub has not carried on any business or acquired any assets or incurred any
liabilities since its incorporation, other than by reason of execution of this
Agreement.

               5.2                Authority.
Centrus and Centrus Sub have all requisite corporate power and authority to
execute and deliver this Agreement and any other document contemplated by this
Agreement (collectively, the “Centrus Merger Documents”) to be signed by Centrus
and Centrus Sub and to perform their obligations thereunder and to consummate
the Merger contemplated thereby. The execution and delivery of each of the
Centrus Merger Documents by Centrus and Centrus Sub and the consummation by
Centrus and Centrus Sub of the Merger contemplated thereby have been duly
authorized by their respective Board of Directors and no other corporate or
shareholder proceedings on the part of Centrus or Centrus Sub are necessary to
authorize such documents or to consummate the Merger contemplated thereby. This
Agreement has been, and the other Centrus Merger Documents when executed and
delivered by Centrus and Centrus Sub as contemplated by this Agreement will be,
duly executed and delivered by Centrus and Centrus Sub and this Agreement is,
and the other Centrus Merger Documents when executed and delivered by Centrus
and Centrus Sub, as contemplated hereby will be, the valid and binding
obligations of Centrus and Centrus Sub enforceable in accordance with their
respective terms, except (1) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, (2) as limited by laws relating to
the availability of specific performance, injunctive relief, or other equitable
remedies, and (3) as limited by public policy.

12




               5.3                Capitalization
of Centrus. The entire authorized capital stock of Centrus consists of an
aggregate of 400,000,000 shares comprised of 300,000,000 shares of common stock,
par value $0.001 (the “Centrus Common Stock”) and 100,000,000 shares of
preferred stock, par value $0.001 per share. There are 37,468,926 shares of
Centrus Common Stock and no shares of preferred stock issued and outstanding as
of the date of this Agreement. All of the issued and outstanding shares of
Centrus Common Stock have been duly authorized, are validly issued, were not
issued in violation of any pre-emptive rights and are fully paid and
non-assessable, are not subject to pre-emptive rights and were issued in full
compliance with all federal, state, and local laws, rules and regulations. There
are no outstanding options, warrants, subscriptions, phantom shares, conversion
rights, or other rights, agreements, or commitments obligating Centrus to issue
any additional shares of Centrus Common Stock, or any other securities
convertible into, exchangeable for, or evidencing the right to subscribe for or
acquire from Centrus any shares of Centrus Common Stock. There are no agreements
purporting to restrict the transfer of the Centrus Common Stock, no voting
agreements, voting trusts, or other arrangements restricting or affecting the
voting of the Centrus Common Stock.

               5.4                Capitalization
of Centrus Sub. The entire authorized capital stock and other equity
securities of Centrus Sub (“Centrus Sub Stock”) consists of 75,000,000 shares of
common stock, par value $0.001 per share. There are 1,000 shares of Centrus Sub
Stock issued and outstanding as of the date of this Agreement. All of the issued
and outstanding shares of Centrus Sub Stock have been duly authorized, are
validly issued, were not issued in violation of any pre-emptive rights and are
fully paid and non-assessable, are not subject to pre-emptive rights and were
issued in full compliance with all federal, state, and local laws, rules and
regulations. There are no outstanding options, warrants, subscriptions, phantom
shares, conversion rights, or other rights, agreements, or commitments
obligating Centrus Sub to issue any additional shares of Centrus Sub Stock, or
any other securities convertible into, exchangeable for, or evidencing the right
to subscribe for or acquire from Centrus any shares of Centrus Sub Stock. There
are no agreements purporting to restrict the transfer of the Centrus Common
Stock, no voting agreements, voting trusts, or other arrangements restricting or
affecting the voting of the Centrus Common Stock.

               5.5                Validity
of Centrus Common Stock Issuable upon the Merger. The shares of Centrus
Common Stock to be issued upon consummation of the Merger in accordance with
this Agreement will, upon issuance, have been duly and validly authorized and,
when so issued in accordance with the terms of this Agreement, will be duly and
validly issued, fully paid and non-assessable.

               5.6                Actions
and Proceedings. There is no claim, charge, arbitration, grievance, action,
suit, investigation or proceeding by or before any court, arbiter,
administrative agency or other governmental authority now pending or, to the
best knowledge of Centrus or Centrus Sub, threatened against Centrus or Centrus
Sub which involves any of the business, or the properties or assets of Centrus
or Centrus Sub that, if adversely resolved or determined, would have a material
adverse effect on the business, operations, assets, properties, prospects or
conditions of Centrus or Centrus Sub taken as a whole. There is no reasonable
basis for any claim or action that, based upon the likelihood of its being
asserted and its success if asserted, would have such a material adverse
effect.

               5.7                SEC
Filings. Centrus has furnished or made available to Royal Mines a true and
complete copy of each report, schedule, registration statement and proxy
statement filed by Centrus with the SEC since the inception of Centrus (as such
documents have since the time of their filing been amended, the "Centrus SEC
Documents"). Centrus has timely filed with the SEC all documents required to
have been filed pursuant to the Securities Act and the Exchange Act. As of their
respective dates, Centrus SEC Documents complied in all material respects with
the requirements of the Securities Act, or the Exchange Act, as the case may be,
and the rules and regulations of the SEC thereunder applicable to such Centrus
SEC Documents, and none of Centrus SEC Documents contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. 

13



              
  5.8               
  Financial Representations. Included with the Centrus SEC Documents are
  true, correct, and complete copies of audited balance sheets for Centrus dated
  as of April 30, 2007 and 2006, together with related statements of income, cash
  flows, and changes in shareholder's equity for the periods then ended (collectively,
  the “Centrus Financial Statements”). The Centrus Financial Statements
  (a) are in accordance with the books and records of Centrus, (b) present fairly
  the financial condition of Centrus as of the respective dates indicated and
  the results of operations for such periods, and (c) have been prepared in accordance
  with GAAP. Centrus has not received any advice or notification from its independent
  certified public accountants that Centrus has used any improper accounting practice
  that would have the effect of not reflecting or incorrectly reflecting in the
  Centrus Financial Statements or the books and records of Centrus, any properties,
  assets, liabilities, revenues, or expenses. The books, records, and accounts
  of Centrus accurately and fairly reflect, in reasonable detail, the Merger,
  assets, and liabilities of Centrus. Centrus has not engaged in any transaction,
  maintained any bank account, or used any funds of Centrus, except for transactions,
  bank accounts, and funds which have been and are reflected in the normally maintained
  books and records of Centrus. Centrus Sub has not carried on any business, entered
  into any agreements or incurred any liabilities since its incorporation, other
  than as expressly contemplated by this Agreement.

              
  5.9               
  Undisclosed Liabilities. Centrus has no liabilities or obligations either
  direct or indirect, matured or unmatured, absolute, contingent or otherwise,
  which:

                             
  (a)               
  are not set forth in the Centrus Financial Statements or have not heretofore
  been paid or discharged;

                             
  (b)               
  did not arise in the regular and ordinary course of business under any agreement,
  contract, commitment, lease or plan specifically disclosed (or are not required
  to be disclosed in accordance with GAAP); or

                             
  (c)               
  have not been incurred in amounts and pursuant to practices consistent with
  past business practice, in or as a result of the regular and ordinary course
  of its business since the date of the last Centrus Financial Statements.

              
  For purposes of this Agreement, the term “liabilities” includes, any
  direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
  deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known
  or unknown, asserted choate or inchoate, liquidated or unliquidated, secured
  or unsecured.

              
  5.10               
  Certain Changes or Events. Except as and to the extent disclosed in the
  Centrus SEC Documents, there has not been (a) a material adverse effect to the
  business, operations or financial conditions of Centrus, or (b) any significant
  change by Centrus in its accounting methods, principles or practices.

              
  5.11               
  Filings, Consents and Approvals. No filing or registration with, no notice
  to and no permit, authorization, consent, or approval of any public or governmental
  body or authority or other person or entity is necessary for the consummation
  by Centrus and Centrus Sub of the Merger contemplated by this Agreement to continue
  to conduct its business after the Closing Date in a manner which is consistent
  with that in which it is presently conducted.

              
  5.12               
  Personal Property. There are no material equipment, furniture, fixtures
  and other tangible personal property and assets owned or leased by Centrus or
  Centrus Sub, except as disclosed in the Centrus SEC Documents.

              
  5.13               
  Employees and Consultants. Neither Centrus nor Centrus Sub have any employees
  or consultants, except as disclosed in the Centrus SEC Documents.

14




              
  5.14               
  Material Contracts and Transactions. Other than as expressly contemplated
  by this Agreement, there are no material contracts, agreements, licenses, permits,
  arrangements, commitments, instruments, understandings or contracts, whether
  written or oral, express or implied, contingent, fixed or otherwise, to which
  Centrus or Centrus Sub is a party except as disclosed in the Centrus SEC Documents.

              
  5.15               
  No Brokers. Neither Centrus nor Centrus Sub has incurred any obligation
  or liability to any party for any brokerage fees, agent's commissions, or finder's
  fees in connection with the Merger contemplated by this Agreement for which
  Royal Mines would be responsible.

              
  5.16               
  Minute Books. The minute books of Centrus provided to Royal Mines contain
  a complete summary of all meetings of directors and shareholders since the time
  of incorporation of such entity and reflect all transactions referred to in
  such minutes accurately in all material respects.

              
  5.17               
  Completeness of Disclosure. No representation or warranty by Centrus
  or Centrus Sub in this Agreement nor any certificate, schedule, statement, document
  or instrument furnished or to be furnished to Royal Mines pursuant hereto contains
  or will contain any untrue statement of a material fact or omits or will omit
  to state a material fact required to be stated herein or therein or necessary
  to make any statement herein or therein not materially misleading.

ARTICLE 6.

  CLOSING CONDITIONS

              
  6.1               
  Conditions Precedent to Closing by Centrus and Centrus Sub. The obligations
  of Centrus and Centrus Sub to consummate the Merger is subject to the satisfaction
  of the conditions set forth below, unless any such condition is waived Centrus
  and Centrus Sub at the Closing. The Closing of the Merger contemplated by this
  Agreement will be deemed to mean a waiver of all conditions to Closing. These
  conditions of closing are for the benefit of Centrus and Centrus Sub and may
  be waived by Centrus and Centrus Sub in their discretion.

                             
  (a)               
  Representations and Warranties. The representations and warranties of
  Royal Mines set forth in this Agreement will be true, correct and complete in
  all respects as of the Closing Date, as though made on and as of the Closing
  Date and Royal Mines will have delivered to Centrus a certificate dated as of
  the Closing Date, to the effect that the representations and warranties made
  by Royal Mines in this Agreement are true and correct.

                             
  (b)               
  Performance. All of the covenants and obligations that Royal Mines is
  required to perform or to comply with pursuant to this Agreement at or prior
  to the Closing must have been performed and complied with in all material respects.

                             
  (c)               
  Merger Documents. This Agreement and all other Royal Mines Merger Documents
  necessary or reasonably required to consummate the Merger, all in form and substance
  reasonably satisfactory to Centrus or Centrus Sub, will have been executed and
  delivered to Centrus and Centrus Sub.

                             
  (d)               
  Secretary's Certificate – Royal Mines. Centrus will have received
  a certificate of the Secretary of Royal Mines attaching (i) a copy of Royal
  Mines's articles of incorporation and bylaws, as amended through the Closing
  Date certified by the Nevada Secretary of State; (ii) certified copies of resolutions
  duly adopted by the Board of Directors of Royal Mines and the Royal Mines Stockholders
  approving the execution and delivery of this Agreement and the other Merger
  Documents and the consummation of the Merger and the other transactions contemplated
  hereby and thereby; and (iii) a certificate as to the incumbency and signatures
  of the officers of Royal Mines executing this Agreement and the Merger Documents
  executed on the Closing Date as contemplated by this Agreement.

15




                             
  (e)               
  Supplement to Schedules. Any additional disclosures of Royal Mines made
  pursuant to Section 7.4 of this Agreement will be acceptable to Centrus and
  Centrus Sub in their sole discretion.

                             
  (f)               
  Third Party Consents. Royal Mines will have received duly executed copies
  of all third-party consents and approvals contemplated by the Merger Documents,
  in form and substance reasonably satisfactory to Centrus.

                             
  (g)               
  No Material Adverse Change. No Royal Mines Material Adverse Effect will
  have occurred since the date of this Agreement.

                             
  (h)               
  No Action. No suit, action, or proceeding will be pending or threatened
  before any governmental or regulatory authority wherein an unfavorable judgment,
  order, decree, stipulation, injunction or charge would (i) prevent the consummation
  of any of the Merger contemplated by this Agreement, or (ii) cause the Merger
  to be rescinded following consummation.

                             
  (i)               
  Due Diligence Review. Centrus and Centrus Sub will be reasonably satisfied
  in all respects with their due diligence investigation and review of Royal Mines.

                             
  (j)               
  Compliance with Securities Laws. Centrus will have received evidence
  satisfactory to Centrus that all shares of Centrus Common Stock issuable in
  the Merger will be issuable without registration pursuant to the Securities
  Act in reliance on the exemptions from the registration requirements of the
  Securities Act provided by Rule 506 of Regulation D or in reliance on the safe
  harbour from the registration requirements of the Securities Act provided by
  Regulation S. In order to establish the availability of an exemption or safe
  harbour from the registration requirements of the Securities Act for each issuance
  of Centrus Common Stock to each shareholder of Royal Mines, Royal Mines will
  deliver to Centrus on Closing investment representation letters executed by
  each shareholder of Royal Mines, other than Dissenting Shareholders as contemplated
  below:

                                            
  (i)               
  each shareholder of Royal Mines who is not a U.S. Person and who otherwise satisfies
  the eligibility requirements for issuance of Centrus Common Stock in accordance
  with Rule 903 of Regulation S of the Securities Act will deliver the Regulation
  S Investment Letter in a form reasonably acceptable to legal counsel for Centrus
  and for Royal Mines; and

                                            
  (ii)               
  each shareholder of Royal Mines resident in the United States will deliver the
  Regulation D Investment Letter in a form reasonably acceptable to legal counsel
  for Centrus and for Royal Mines.

                             
  (k) Delivery of Financial Statements. Royal Mines will have delivered
  to Centrus such financial statements as, in the opinion of the auditors for
  Centrus, are required to permit Centrus to make the necessary filings under
  the Exchange Act in connection with the Merger.

                             
  (l) Exercise of Appraisal Rights. The holders of no more than two (2%)
  percent of the issued and outstanding shares of Royal Mines Common Stock will
  have exercised appraisal rights under Nevada Law as Dissenting Shareholders.
  Royal Mines and Centrus will have resolved all matters of appraisal and payment
  under Nevada Law for each Dissenting Shareholder to Centrus Sub's satisfaction.

              
  6.2               
  Conditions Precedent to Closing by Royal Mines. The obligation of Royal
  Mines to consummate the Merger is subject to the satisfaction of the conditions
  set forth below, unless such condition is waived by Royal Mines at the Closing.
  The Closing of the Merger will be deemed to mean a waiver of all conditions
  to Closing. These conditions precedent are for the benefit of Royal Mines and
  may be waived by Royal Mines in its discretion.

16




                             
  (a)               
  Representations and Warranties. The representations and warranties of
  Centrus and Centrus Sub and the Principal Shareholder set forth in this Agreement
  will be true, correct and complete in all respects as of the Closing Date, as
  though made on and as of the Closing Date and Centrus and Centrus Sub will have
  delivered to Royal Mines a certificate dated the Closing Date, to the effect
  that the representations and warranties made by Centrus and Centrus Sub in this
  Agreement are true and correct.

                             
  (b)               
  Performance. All of the covenants and obligations that Centrus and Centrus
  Sub are required to perform or to comply with pursuant to this Agreement at
  or prior to the Closing must have been performed and complied with in all material
  respects. Centrus and Centrus Sub must have delivered each of the documents
  required to be delivered by them pursuant to this Agreement.

                             
  (c)               
  Merger Documents. This Agreement and all Centrus Merger Documents, all
  in form and substance reasonably satisfactory to Royal Mines, will have been
  executed and delivered by Centrus and Centrus Sub, as applicable.

                             
  (d)               
  Secretary's Certificate - Centrus. Royal Mines will have received a certificate
  of the Secretary of Centrus attaching (a) a copy of Centrus’s certificate
  of incorporation, as amended through the Closing Date certified by the Secretary
  of State of the State of Nevada; (b) a true and correct copy of Centrus’s
  bylaws, as amended; (c) certified copies of resolutions duly adopted by the
  Board of Directors of Centrus and the sole stockholder of Centrus Sub, approving
  the execution and delivery of this Agreement and the other Merger Documents
  and the consummation of the Merger and the other transactions contemplated hereby
  and thereby; and (d) a certificate as to the incumbency and signatures of the
  officers of Centrus executing this Agreement and the Merger Documents executed
  by Centrus on the Closing Date as contemplated by this Agreement.

                             
  (e)               
  Exercise of Appraisal Rights. The holders of no more than two (2%) percent
  of the issued and outstanding shares of Royal Mines Common Stock will have exercised
  appraisal rights under Nevada Law as Dissenting Shareholders. Royal Mines and
  Centrus will have resolved all matters of appraisal and payment under Nevada
  Law for each Dissenting Shareholder to Royal Mines's satisfaction.

                             
  (f)               
  Supplement to Schedules. Any additional disclosures of Centrus made pursuant
  to Section 7.4 of this Agreement will be acceptable to Royal Mines in its sole
  discretion.

                             
  (g)               
  Third Party Consents. Centrus and Centrus Sub will have obtained duly
  executed copies of all third-party consents and approvals contemplated by the
  Merger documents, in form and substance reasonably satisfactory to Royal Mines.

                             
  (h)               
  No Material Adverse. No event will have occurred since the date of this
  Agreement that has had a material adverse effect on the business, operations,
  assets, properties, prospects or conditions of Centrus and Centrus Sub taken
  as a whole.

                             
  (i)               
  No Action. No suit, action, or proceeding will be pending or threatened
  before any governmental or regulatory authority wherein an unfavorable judgment,
  order, decree, stipulation, injunction or charge would (i) prevent consummation
  of any of the Merger contemplated by this Agreement; or (ii) cause the Merger
  to be rescinded following consummation.

                             
  (j)               
  Schedule 14F Filing. Centrus will have made the filing required
  by Paragraph 7.10.              


                             
  (k)               
  Cancellation of Control Shares. The Principal Shareholder will have surrendered
  23,500,000 shares of Centrus Common Stock owned by him to Centrus for cancellation
  in consideration of payment by Centrus of $0.001 per share for an aggregate
  consideration of $23,500.00.

17




ARTICLE 7.

  ADDITIONAL COVENANTS OF THE PARTIES

              
  7.1               
  Access and Investigation. Between the date of this Agreement and the
  Closing Date, Royal Mines, on the one hand, and Centrus, on the other hand,
  will, and will cause each of their respective representatives to, (a) afford
  the other and its representatives full and free access to its personnel, properties,
  contracts, books and records, and other documents and data, (b) furnish the
  other and its representatives with copies of all such contracts, books and records,
  and other existing documents and data as required by this Agreement and as the
  other may otherwise reasonably request, and (c) furnish the other and its representatives
  with such additional financial, operating, and other data and information as
  the other may reasonably request. All of such access, investigation and communication
  by a party and its representatives will be conducted during normal business
  hours and in a manner designed not to interfere unduly with the normal business
  operations of the other party. Each party will instruct its auditors to cooperate
  with the other party and its representatives in connection with such investigations.

              
  7.2               
  Confidentiality. All information regarding the business of Royal Mines
  including, without limitation, financial information that Royal Mines provides
  to Centrus during Centrus’s due diligence investigation of Royal Mines
  will be kept in strict confidence by Centrus and will not be used (except in
  connection with due diligence), dealt with, exploited or commercialized by Centrus
  or disclosed to any third party (other than Centrus’s professional accounting
  and legal advisors) without the prior written consent of Royal Mines. If the
  Merger contemplated by this Agreement does not proceed for any reason, then
  upon receipt of a written request from the Royal Mines, Centrus will immediately
  return to Royal Mines any information received regarding Royal Mines’s
  business. Likewise, all information regarding the business of Centrus including,
  without limitation, financial information that Centrus provides to Royal Mines
  during its due diligence investigation of Centrus will be kept in strict confidence
  by Royal Mines and will not be used (except in connection with due diligence),
  dealt with, exploited or commercialized by Royal Mines or disclosed to any third
  party (other than Royal Mines’s professional accounting and legal advisors)
  without Centrus’s prior written consent. If the Merger contemplated by
  this Agreement do not proceed for any reason, then upon receipt of a written
  request from Centrus, Royal Mines will immediately return to Centrus (or as
  directed by Centrus) any information received regarding Centrus’s business.

              
  7.3               
  Notification. Between the date of this Agreement and the Closing Date,
  each of the parties to this Agreement will promptly notify the other parties
  in writing if it becomes aware of any fact or condition that causes or constitutes
  a material breach of any of its representations and warranties as of the date
  of this Agreement, if it becomes aware of the occurrence after the date of this
  Agreement of any fact or condition that would cause or constitute a material
  breach of any such representation or warranty had such representation or warranty
  been made as of the time of occurrence or discovery of such fact or condition.
  Should any such fact or condition require any change in the Schedules relating
  to such party, such party will promptly deliver to the other parties a supplement
  to the Schedules specifying such change. During the same period, each party
  will promptly notify the other parties of the occurrence of any material breach
  of any of its covenant in this Agreement or of the occurrence of any event that
  may make the satisfaction of such conditions impossible or unlikely.

              
  7.4               
  Exclusivity. Until such time, if any, as this Agreement is terminated
  pursuant to this Agreement, Royal Mines will not, directly or indirectly solicit,
  initiate, entertain or accept any inquiries or proposals from, discuss or negotiate
  with, provide any non-public information to, or consider the merits of any unsolicited
  inquiries or proposals from, any person or entity (other than Centrus) relating
  to any transaction involving the sale of the business or assets (other than
  in the ordinary course of business), or any of the capital stock of Royal Mines,
  or any merger, consolidation, business combination, or similar transaction.

18




              
  7.5               
  Conduct of Royal Mines Business Prior to Closing. From the date of this
  Agreement to the Closing Date, and except to the extent that Centrus otherwise
  consents in writing, Royal Mines will operate its business substantially as
  presently operated and only in the ordinary course and in compliance with all
  applicable laws, and use its best efforts to preserve intact its good reputation
  and present business organization and to preserve its relationships with persons
  having business dealings with it.

              
  7.6               
  Certain Acts Prohibited - Royal Mines. Except as expressly contemplated
  by this Agreement, between the date of this Agreement and the Closing Date,
  Royal Mines will not, without the prior written consent of Centrus:

                             
  (a)               
  amend its articles of incorporation, bylaws or other organizational documents;

                             
  (b)               
  incur any liability or obligation other than in the ordinary course of business
  or encumber or permit the encumbrance of any properties or assets of Royal Mines,
  except as disclosed in a Schedule to this Agreement;

                             
  (c)               
  dispose of or contract to dispose of any Royal Mines property or assets except
  in the ordinary course of business consistent with past practice;

                             
  (d)               
  issue, deliver, sell, pledge or otherwise encumber or subject to any lien any
  shares of the Royal Mines Common Stock, or any rights, warrants or options to
  acquire, any such shares, voting securities or convertible securities;

                             
  (e)               
  (i) declare, set aside or pay any dividends on, or make any other distributions
  in respect of the Royal Mines Common Stock, or (ii) split, combine or reclassify
  any Royal Mines Common Stock or issue or authorize the issuance of any other
  securities in respect of, in lieu of or in substitution for shares of Royal
  Mines Common Stock; or

                             
  (f)               
  materially increase benefits or compensation expenses of Royal Mines, other
  than as contemplated by the terms of any employment agreement in existence on
  the date of this Agreement, increase the cash compensation of any director,
  executive officer or other key employee or pay any benefit or amount not required
  by a Plan or arrangement as in effect on the date of this Agreement to any such
  person.

              
  7.7               
  Certain Acts Prohibited - Centrus. Except as expressly contemplated by
  this Agreement, between the date of this Agreement and the Closing Date, Centrus
  will not, without the prior written consent of Royal Mines:

                             
  (a) amend its articles of incorporation, bylaws or other organizational documents;

                             
  (b) incur any liability or obligation other than in the ordinary course of business
  or encumber or permit the encumbrance of any properties or assets of Centrus,
  except as disclosed in a Schedule to this Agreement;

                             
  (c) dispose of or contract to dispose of any Centrus property or assets except
  in the ordinary course of business consistent with past practice; 

                             
  (d) issue or sell shares of Centrus Common Stock, or any rights, warrants or
  options to acquire, any such shares, voting securities or convertible securities,
  other than in the Centrus Private Placement; 

                             
  (e) (i) declare, set aside or pay any dividends on, or make any other distributions
  in respect of the Centrus Common Stock, or (ii) split, combine or reclassify
  any Centrus Common Stock or

19




issue or authorize the issuance of any other securities in respect
  of, in lieu of or in substitution for shares of Centrus Common Stock; or

                             
  (f)               
  materially increase benefits or compensation expenses of Centrus, other than
  as contemplated by the terms of any employment agreement in existence on the
  date of this Agreement, increase the cash compensation of any director, executive
  officer or other key employee or pay any benefit or amount not required by a
  Plan or arrangement as in effect on the date of this Agreement to any such person.

              
  7.8               
  Shareholders Meeting. As soon as is practical after execution of this
  Agreement, Royal Mines will prepare and deliver a Notice of Meeting in connection
  with the approval of the shareholders of Royal Mines of the Merger (the “Notice
  of Meeting”). Centrus will provide to Royal Mines all information relating
  to Centrus and Centrus Sub as reasonably required to prepare the Notice of Meeting
  in compliance with applicable corporate laws. Royal Mines will provide a copy
  of the Notice of Meeting to Centrus and its legal counsel for their review and
  comment prior to delivery to the shareholders of Royal Mines. Royal Mines will
  use its commercially reasonable efforts to finalize the Notice of Meeting and
  obtain the approval of the shareholders of Royal Mines to the Merger. Royal
  Mines will ensure the meeting is conducted in accordance with applicable laws.

              
  7.9               
  Public Announcements. Centrus and Royal Mines each agree that they will
  not release or issue any reports or statements or make any public announcements
  relating to this Agreement or the Merger contemplated herein without the prior
  written consent of the other party, except as may be required upon written advice
  of counsel to comply with applicable laws or regulatory requirements after consulting
  with the other party hereto and seeking their consent to such announcement.

              
  7.10               
  Centrus Board of Directors. Immediately upon the Closing, the current
  director of Centrus will adopt resolutions appointing a new board of directors
  for Centrus consisting of William Charles Tao. Centrus will prepare and file
  a Schedule 14F information statement with the SEC as required under the Exchange
  Act in connection with the change of directors arising in connection with the
  completion of the Merger.

              
  7.11               
  Centrus Name Change. Centrus agrees that it will change its corporate
  name to “Royal Mines And Minerals Corp.”, which name change will be
  effected by merging the Centrus Sub into Centrus. If the Merger is not consummated
  for any reason, Centrus will not proceed with the change of its corporate name
  to “Royal Mines And Minerals Corp.” Royal Mines acknowledges that
  completion of the name change is not a condition precedent to completion of
  the Merger.

ARTICLE 8.

  CLOSING

              
  8.1               
  Closing. The Closing shall take place on the Closing Date at the offices
  of the lawyers for Royal Mines or at such other location as agreed to by the
  parties. Notwithstanding the location of the Closing, each party agrees that
  the Closing may be completed by the exchange of undertakings between the respective
  legal counsel for Royal Mines and Centrus, provided such undertakings are satisfactory
  to each party’s respective legal counsel.

              
  8.2               
  Closing Deliveries of Royal Mines. At Closing, Royal Mines will deliver
  or cause to be delivered the following, fully executed and in form and substance
  reasonably satisfactory to Centrus:

	 	(a) 	 copies of all resolutions and/or consent actions adopted
        by or on behalf of the boards of directors of Royal Mines evidencing approval
        of this Agreement and the Merger;

	 	 	 
	 	(b) 	 the certificate and attached documents required by Section
        6.1(d) of this Agreement;



20





	 	(c) 	 a certificate of an officer of Royal Mines, dated as
        of Closing, certifying that (a) each covenant and obligation of Royal
        Mines has been complied with, and (b) each representation, warranty and
        covenant of Royal Mines is true and correct at the Closing as if made
        on and as of the Closing;

	 	 	 
	 	(d) 	 the Articles of Merger duly executed by Royal Mines
        and any other Royal Mines Merger Documents, each duly executed by Royal
        Mines, as required to give effect to the Merger;

	 	 	 
	 	(e) 	 a copy of the Minutes of the Shareholders Meeting agreeing
        to the Merger; and

	 	 	 
	 	(f) 	 the consent required by Section 6.2(n) of this Agreement.



              
  8.3            Closing
  Deliveries of Centrus. At Closing, Centrus will deliver or cause to be delivered
  the following, fully executed and in form and substance reasonably satisfactory
  to Royal Mines:

	 	(a) 	 copies of all resolutions and/or consent actions adopted
        by or on behalf of the boards of directors of Centrus and the shareholder
        and directors of Centrus Sub evidencing approval of this Agreement and
        the Merger;

	 	 	 
	 	(b) 	 a certificate of an officer of Centrus, dated as of
        Closing, certifying that (i) each covenant and obligation of Centrus has
        been complied with, and (ii) each representation, warranty and covenant
        of Centrus is true and correct at the Closing as if made on and as of
        the Closing;

	 	 	 
	 	(c) 	 a certificate of an officer of Centrus Sub, dated as
        of Closing, certifying that (i) each covenant and obligation of Centrus
        Sub has been complied with, and (ii) each representation, warranty and
        covenant of Centrus Sub is true and correct at the Closing as if made
        on and as of the Closing;

	 	 	 
	 	(d) 	 the certificate and attached documents required by Section
        6.2(d) of this Agreement;

	 	 	 
	 	(e) 	 the Articles of Merger duly executed by Centrus Sub
        and any other Centrus Merger Documents, each duly executed by Centrus
        and Centrus Sub, as required to give effect to the Merger;

	 	 	 
	 	(f) 	 the resolution required by Section 6.2(n) of this Agreement;

	 	 	 
	 	(g) 	 evidence of payment for and the surrender of stock as
        required by Section 6.2(k) of this Agreement;

	 	 	 
	 	(h) 	 the minute books and all corporate records of Centrus;
        and

	 	 	 
	 	(i) 	 a list of all bank, trust, savings, checking or other
        accounts of Centrus.



ARTICLE 9.

  TERMINATION

              
  9.1          Termination.
  This Agreement may be terminated at any time prior to the Closing Date contemplated
  hereby by:

                             
  (a) mutual agreement of Centrus, Centrus Sub and Royal Mines;

21




                             
  (b)               
  Centrus, if there has been a breach by Royal Mines of any material representation,
  warranty, covenant or agreement set forth in this Agreement on the part of Royal
  Mines that is not cured, to the reasonable satisfaction of Centrus, within ten
  business days after notice of such breach is given by Centrus (except that no
  cure period will be provided for a breach by Royal Mines that by its nature
  cannot be cured);

                             
  (c)               
  Royal Mines, if there has been a breach by Centrus or the Principal Shareholder
  of any material representation, warranty, covenant or agreement set forth in
  this Agreement on the part of Centrus or the Principal Shareholder that is not
  cured by the breaching party, to the reasonable satisfaction of Royal Mines,
  within ten business days after notice of such breach is given by Royal Mines
  (except that no cure period will be provided for a breach by Centrus or the
  Principal Shareholder that by its nature cannot be cured);

                             
  (d)               
  Centrus or Royal Mines, if the Merger contemplated by this Agreement has not
  been consummated prior to December 31, 2007, unless the parties agree to extend
  such date; or

                             
  (e)               
  Centrus or Royal Mines if any permanent injunction or other order of a governmental
  entity of competent authority preventing the consummation of the Merger contemplated
  by this Agreement has become final and nonappealable.

              
  9.2               
  Effect of Termination. In the event of the termination of this Agreement
  as provided in Section 9.1, this Agreement will be of no further force or effect,
  provided, however, that no termination of this Agreement will relieve any party
  of liability for any breaches of this Agreement that are based on a wrongful
  refusal or failure to perform any obligations.

ARTICLE 10.

  INDEMNIFICATION; REMEDIES; SURVIVAL

              
  10.1               
  Certain Definitions. For the purposes of this Article 10, the terms “Loss”
  and “Losses” means any and all demands, claims, actions or causes
  of action, assessments, losses, damages. liabilities, costs, and expenses, including
  without limitation, interest, penalties, fines and reasonable attorneys, accountants
  and other professional fees and expenses, but excluding any indirect, consequential
  or punitive damages suffered by Centrus or Royal Mines including damages for
  lost profits or lost business opportunities.

              
  10.2               
  Agreement of Royal Mines to Indemnify. Royal Mines will indemnify, defend,
  and hold harmless Centrus and Centrus Sub, its respective officers, directors,
  shareholders, employees and affiliates from, against, and in respect of any
  and all Losses asserted against, relating to, imposed upon, or incurred by Centrus
  and Centrus Sub by reason of, resulting from, based upon or arising out of:

                             
  (a)               
  the breach by Royal Mines of any representation or warranty of Royal Mines contained
  in or made pursuant to this Agreement, or certificate or instrument delivered
  pursuant to this Agreement;

                             
  (b)               
  the breach or partial breach by Royal Mines of any covenant or agreement of
  Royal Mines made in or pursuant to this Agreement, or other certificate or instrument
  delivered pursuant to this Agreement.

              
  10.3               
  Agreement of Centrus to Indemnify. Centrus and Centrus Sub will indemnify,
  defend, and hold harmless Royal Mines from, against, for, and in respect of
  any and all Losses asserted against, relating to, imposed upon, or incurred
  by Royal Mines by reason of, resulting from, based upon or arising out of:

22




                             
  (a)               
  the breach by Centrus or Centrus Sub of any representation or warranty of Centrus
  or Centrus Sub contained in or made pursuant to this Agreement, any Centrus
  Merger Document or certificate or instrument delivered pursuant to this Agreement;

                             
  (b)               
  the breach or partial breach by Centrus or Centrus Sub of any covenant or agreement
  of Centrus or Centrus Sub made in or pursuant to this Agreement, or any Centrus
  Merger Document or other certificate or instrument delivered pursuant to this
  Agreement.

ARTICLE 11.

  MISCELLANEOUS PROVISIONS

              
  11.1               
  Effectiveness of Representations; Survival. Each party is entitled to
  rely on the representations, warranties and agreements of each of the other
  parties and all such representation, warranties and agreement will be effective
  regardless of any investigation that any party has undertaken or failed to undertake.
  The representation, warranties and agreements will survive the Closing Date
  and continue in full force and effect until six (6) months after the Closing
  Date.

              
  11.2               
  Further Assurances. Each of the parties hereto will cooperate with the
  others and execute and deliver to the other parties hereto such other instruments
  and documents and take such other actions as may be reasonably requested from
  time to time by any other party hereto as necessary to carry out, evidence,
  and confirm the intended purposes of this Agreement.

              
  11.3               
  Amendment. This Agreement may not be amended except by an instrument
  in writing signed by each of the parties.

              
  11.4               
  Expenses. Each party to this Agreement will bear its respective expenses
  incurred in connection with the preparation, execution, and performance of this
  Agreement and the Merger contemplated hereby, including all fees and expenses
  of agents, representatives, counsel, and accountants. 

              
  11.5               
  Entire Agreement. This Agreement, the exhibits, schedules attached hereto
  and the other Merger Documents contain the entire agreement between the parties
  with respect to the subject matter hereof and supersede all prior arrangements
  and understandings, both written and oral, expressed or implied, with respect
  thereto. Any preceding correspondence or offers are expressly superseded and
  terminated by this Agreement.

              
  11.6               
  Notices. All notices and other communications required or permitted under
  to this Agreement must be in writing and will be deemed given if sent by personal
  delivery, faxed with electronic confirmation of delivery, internationally-recognized
  express courier or registered or certified mail (return receipt requested),
  postage prepaid, to the parties at the following addresses (or at such other
  address for a party as will be specified by like notice):

If to Royal Mines:

ROYAL MINES INC.

  2215 Lucerne Circle

  Henderson, NV 89014

  Attention: K. Ian Matheson, President

	 	Telephone: 	(702) 451-4981 
	 	Facsimile: 	(702) 451-4939 


23




If to Centrus:

CENTRUS VENTURES INC.

  810 Peace Portal Drive, Suite 200

  Blaine, WA 98230

  Attention: Kevin B. Epp, President

	 	Telephone: 	(360) 318-3788 
	 	Facsimile: 	(360) 392-6012 
	 	E-Mail: 	kevin_epp@hotmail.com 


All such notices and other communications will be deemed to have
  been received (a) in the case of personal delivery, on the date of such delivery,
  (b) in the case of a fax, when the party sending such fax has received electronic
  confirmation of its delivery, (c) in the case of delivery by internationally-recognized
  express courier, on the business day following dispatch and (d) in the case
  of mailing, on the fifth business day following mailing.

              
  11.7               
  Headings. The headings contained in this Agreement are for convenience
  purposes only and will not affect in any way the meaning or interpretation of
  this Agreement.

              
  11.8               
  Benefits. This Agreement is and will only be construed as for the benefit
  of or enforceable by those persons party to this Agreement.

              
  11.9               
  Assignment. This Agreement may not be assigned (except by operation of
  law) by any party without the consent of the other parties.

              
  11.10               
  Governing Law. This Agreement will be governed by and construed in accordance
  with the laws of the State of Nevada applicable to contracts made and to be
  performed therein. 

              
  11.11               
  Construction. The language used in this Agreement will be deemed to be
  the language chosen by the parties to express their mutual intent, and no rule
  of strict construction will be applied against any party.

              
  11.12               
  Counterparts. This Agreement may be executed in one or more counterparts,
  all of which will be considered one and the same agreement and will become effective
  when one or more counterparts have been signed by each of the parties and delivered
  to the other parties, it being understood that all parties need not sign the
  same counterpart.

              
  11.13               
  Fax Execution. This Agreement may be executed by delivery of executed
  signature pages by fax and such fax execution will be effective for all purposes.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

24




              
  11.14               
  Schedules and Exhibits. The schedules and exhibits are attached to this
  Agreement and incorporated herein.

IN WITNESS WHEREOF the parties hereto have executed this
  Agreement as of the day and year first above written.

CENTRUS VENTURES INC.

  a Nevada corporation by its authorized signatory:

/s/ Kevin B. Epp

  _____________________________

  Signature of Authorized Signatory

Kevin B. Epp

  _____________________________

  Name of Authorized Signatory

President and Chief Executive Officer

  ____________________________

  Position of Authorized Signatory

ROYAL MINES INC.

  a Nevada corporation by its authorized signatory:

/s/ K. Ian Matheson

  _____________________________

  Signature of Authorized Signatory

K. Ian Matheson

  _____________________________

  Name of Authorized Signatory

President, Secretary and Treasurer

  ____________________________

  Position of Authorized Signatory

25





	SIGNED, SEALED AND DELIVERED 	 	  
	BY KEVIN B. EPP in the presence of: 	 	  
	 	 	 
	 	 	 
	Signature of Witness 	 	  
	  	 	/s/ Kevin B. Epp 
	 	 	 
	Name of Witness 	 	             
           KEVIN B. EPP 
	 	 	 
	Address of Witness 	 	  
	  	 	  
	 	 	 
	 	 	 
	ROYAL MINES ACQUISITION CORP. 	 	  
	a Nevada corporation by its authorized signatory: 	 	  
	 	 	 
	/s/ Kevin B. Epp 	 	  
	 	 	 
	Signature of Authorized Signatory 	 	  
	 	 	 
	Kevin B. Epp 	 	  
	 	 	 
	Name of Authorized Signatory 	 	  
	 	 	 
	President, Secretary, Treasurer and Director 	 	  
	 	 	 
	Position of Authorized Signatory 	 	  


26



SCHEDULE 2.1 

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



ARTICLES OF MERGER



		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 1 	 






	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY 


(Pursuant to Nevada Revised Statutes Chapter 92A)

  (excluding 92A.200(4b))

1) Name and jurisdiction of organization of each constituent
  entity (NRS 92A.200). If there are more than four merging entities, check box
  [   ]and attach an 81/2" x 11'' blank sheet containing
  the required information for each additional entity.


	 	ROYAL MINES INC. 





Name of merging entity
	NEVADA  	 	CORPORATION 
	Jurisdiction 	 	Entity type * 





Name of merging entity
		 	
	Jurisdiction 	 	Entity type * 





Name of merging entity
		 	
	Jurisdiction 	 	Entity type * 





Name of merging entity
		 	
	Jurisdiction 	 	Entity type * 





and,
	ROYAL MINES ACQUISITION CORP. 





Name of surviving entity
	NEVADA	 	CORPORATION
	Jurisdiction 	 	Entity type * 





* Corporation, non-profit corporation, limited partnership, limited-liability
  company or business trust.

	Filing Fee: $350.00 	  
	  	  
	This form must be accompanied
      by appropriate fees. 	Nevada Secretary of State
      AM Merger Page 1 2007 
	  	             
                           
                         Revised
      on: 01/01/07 







		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 2 	 




 
	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY 





2) Forwarding address where copies of process may be sent
  by the Secretary of State of Nevada (if a foreign entity is the survivor in
  the merger - NRS 92A.1 90):


	Attn: 	 
	 	 
	 c/o: 	  
		  
	 	  
	 	  





	3) 	 (Choose one)

	 	 	 
		 [ X ] 
	The undersigned declares that a plan of merger has been adopted by
      each constituent entity (NRS 92A.200).
	 	 	 
		[     ]	 The undersigned declares that a plan of merger has
        been adopted by the parent domestic entity (NRS 92A.180)

	 	 	 
	4) 	 Owner's approval (NRS 92A.200)(options
        a, b, or c must be used, as applicable, for each entity) (if there
        are more than four merging entities, check box [    ] and
        attach an 8 1/2" x 11'' blank sheet containing the required information
        for each additional entity):

	 	 	 
		(a) 	 Owner's approval was not required from




	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 
	 	 and, or; 
	 	 
	 	 
	 	 Name of surviving entity, if applicable






	This form must be accompanied
      by appropriate fees. 	Nevada Secretary of State
      AM Merger Page 2 2007
	  	             
                           
                         Revised
      on: 01/01/07 








		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 3 	 





	 	ABOVE SPACE IS FOR OFFICE USE ONLY 





	  	(b) 	 The plan was approved by the required consent of the
        owners of *:




	 	ROYAL MINES INC. 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 
	 	and, or; 
	 	 
	 	ROYAL MINES ACQUISITION CORP. 
	 	 Name of surviving entity, if applicable







   * Unless otherwise provided in the certificate of trust or governing instrument
  of a business trust, a merger must be approved by all the trustees and beneficial
  owners of each business trust that is a constituent entity in the merger.


	This form must be accompanied
      by appropriate fees.  	Nevada Secretary of State
      AM Merger Page 3 2007
	  	             
                           
                         Revised
      on: 01/01/07 








		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 4 	 


  



	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY 




	  	(c) 	 Approval of plan of merger for Nevada non-profit corporation
        (NRS 92A.160):

	  	 	 
	  		 The plan of merger has been approved by the directors
        of the corporation and by each public officer or other person whose approval
        of the plan of merger is required by the articles of incorporation of
        the domestic corporation.





	 	
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 Name of merging entity, if applicable
    
	 	 
	 	 
	 	and, or; 
	 	 
	 	
	 	 Name of surviving entity, if applicable




	This form must be accompanied
      by appropriate fees. 	Nevada Secretary of State
      AM Merger Page 4 2007
	  	       
                           
                           
         Revised on: 01/01/07 







		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 5 	 





	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY 






	 	5) 	  Amendments, if any, to the articles or
        certificate of the surviving entity. Provide article
        numbers, if available. (NRS 92A.200)*: 





	 	 

       

       

       

       

       





	 	6) 	 Location of Plan of Merger (check a or
        b):

	 	 	 
	 		 [     ]
      
	(a) The entire plan of merger is attached; 



or,

		[ X ] 	(b) The entire plan of merger is on file at the
      registered office of the surviving corporation, limited-liability company
      or business trust, or at the records office address if a limited partnership,
      or other place of business of the surviving entity (NRS 92A.200). 




	 	7) 	 Effective. date (optional)**:  
	 	 


* Amended and restated articles may be attached as an exhibit
  or integrated into the articles of merger. Please entitle them ''Restated''
  or ''Amended and Restated,'' accordingly. The form to accompany restated articles
  prescribed by the secretary of state must accompany the amended and/or restated
  articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada
  parent owning 90% or more of subsidiary), the articles of merger may not contain
  amendments to the constituent documents of the surviving entity except that
  the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or
  upon a later date as specified in the articles, which must not be more than
  90 days after the articles are filed (NRS 92A.240).

	This form must be accompanied
      by appropriate fees. 	Nevada Secretary of State
      AM Merger Page 5 2007 
	  	             
                           
                         Revised
      on: 01/01/07 







		ROSS MILLER 
	Secretary of State 
	204 North Carson Street, Ste 1 
	Carson City, Nevada 89701-4299 
	(775) 684 5708 
	Website: secretaryofstate.biz 





  	Articles of Merger 	 
	(PURSUANT TO NRS 92A.200) 	 
	Page 6 	 





	USE BLACK INK ONLY - DO NOT HIGHLIGHT 	ABOVE SPACE IS FOR OFFICE USE ONLY 






	 	8)	 Signatures - Must be signed by: An officer of each
        Nevada corporation; All general partners of each Nevada limited partnership;
        All general partners of each Nevada limited partnership; A manager of
        each Nevada limited-liability company with managers or all the members
        if there are no managers; A trustee of each Nevada business trust (NRS
        92A.230)* 

	 	 	 
	 	 	(if there are more than four merging entities, check box and attach
      an 8 %'' x 1 1 '' blank sheet containing the required information for each
      additional entity.):





	  	ROYAL MINES INC. 
	  	Name of merging entity 




	 	X 	 	PRESIDENT 	 	  
	 	Signature 	 	Title 	 	Date 
	 	Name of merging entity 	 	  	 	  
	 	 	 	 	 	 
	 	X 	 	  	 	  
	 	Signature 	 	Title 	 	Date 
	 	  	 	  	 	  
	 	Name of merging entity 	 	  	 	  
	 	X 	 	  	 	  
	 	Signature 	 	Title 	 	Date 
	 	 	 	 	 	 
	 	Name of merging entity 	 	  	 	  
	 	X 	 	  	 	  
	 	Signature 	 	Title 	 	Date 
	 	 	 	 	 	 
	 	ROYAL MINES ACQUISITION CORP. 
	 	Name of surviving entity 
	 	 	 	 	 	 
	 	X 	 	PRESIDENT 	 	  
	 	Signature 	 	Title 	 	Date 


* The articles of merger must be signed by each foreign constituent
  entity in the manner provided by the law governing it (NRS 92A.230). Additional
  signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information
  and submit the proper fees may cause this filing to be rejected.

	This form must be accompanied
      by appropriate fees. 	Nevada Secretary of State
      AM Merger Page 6 2007 
	  	             
                           
                         Revised
      on: 01/01/07 







SCHEDULE 2.9A

  TO THE AGREEMENT AND PLAN OF MERGER

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



CERTIFICATE OF NON-U.S. SHAREHOLDER OF CENTRUS VENTURES INC.

In connection with the issuance of common stock ("Centrus Common
  Stock") of CENTRUS VENTURES INC., a Nevada corporation ("Centrus"), to the undersigned,
  pursuant to that certain Agreement and Plan of Merger dated September 24, 2007
  among Centrus, Royal Mines Acquisition Corp. (“Centrus Sub”), a Nevada
  corporation, Royal Mines Inc. (“Royal Mines”), a Nevada corporation
  (the “Target”) and Kevin B. Epp, the undersigned hereby covenants,
  agrees, represents and warrants with and to Centrus, Centrus Sub and Royal Mines
  as follows, and acknowledges that Centrus, Centrus Sub and Royal Mines are relying
  on such covenants, representations and warranties in connection with the issuance
  of Centrus Common Stock to the undersigned as contemplated in the Agreement
  and Plan of Merger:

1.               
  is not a "U.S. Person" as such term is defined by Rule 902 of Regulation S under
  the United States Securities Act of 1933, as amended ("U.S. Securities Act")
  (the definition of which includes, but is not limited to, an individual resident
  in the U.S. and an estate or trust of which any executor or administrator or
  trust, respectively is a U.S. Person and any partnership or corporation organized
  or incorporated under the laws of the U.S.);

2.               
  the Centrus Common Stock is not being acquired, directly or indirectly, for
  the account or benefit of a U.S. Person or a person in the United States;

3.               
  acknowledges and agrees not to engage in hedging transactions with regard to
  the Centrus Common Stock prior to the expiration of the one (1) year distribution
  compliance period set forth in Rule 903(b)(3) of Regulation S under the U.S.
  Securities Act;

4.               
  acknowledges and agrees that Centrus shall refuse to register any transfer of
  the Centrus Common Stock not made in accordance with the provisions of Regulation
  S, pursuant to registration under the U.S. Securities Act, or pursuant to an
  available exemption from registration under the U.S. Securities Act;

5.               
  understands and agrees that the Centrus Common Stock will bear the following
  legends:

"THE SECURITIES REPRESENTED HEREBY
  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
  BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
  OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES
  MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE
  WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER
  THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.
  HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN
  COMPLIANCE WITH THE ACT."

IN WITNESS WHEREOF, I have executed this Certificate of Non-U.S.
  Shareholder.

	 	 	 
	Signature 	 	Date 
	 	 	 
	Print Name 	 	Title (if Applicable) 
	 	 	 
	Address 	 	Number of Shares 







SCHEDULE 2.9B

  TO THE AGREEMENT AND PLAN OF MERGER

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



CERTIFICATE OF U.S. SHAREHOLDER OF CENTRUS VENTURES INC.

In connection with the issuance of common stock ("Centrus Common
  Stock") of CENTRUS VENTURES INC., a Nevada corporation ("Centrus"), to the undersigned,
  pursuant to that certain Agreement and Plan of Merger dated September 24, 2007
  among Centrus, Royal Mines Acquisition Corp. (“Centrus Sub”), a Nevada
  corporation, Royal Mines Inc. (“Royal Mines”), a Nevada corporation
  (the “Target”) and Kevin B. Epp, the undersigned hereby covenants,
  agrees, represents and warrants with and to Centrus, Centrus Sub and Royal Mines
  as follows, and acknowledges that Centrus, Centrus Sub and Royal Mines are relying
  on such covenants, representations and warranties in connection with the issuance
  of Centrus Common Stock to the undersigned as contemplated in the Agreement
  and Plan of Merger:

1.             Acquired
  Entirely for Own Account.

              
  The undersigned represents and warrants that he, she or it is acquiring the
  Centrus Common Stock solely for the undersigned’s own account for investment
  and not with a view to or for sale or distribution of the Centrus Common Stock
  or any portion thereof and without any present intention of selling, offering
  to sell or otherwise disposing of or distributing the Centrus Common Stock or
  any portion thereof in any transaction other than a transaction complying with
  the registration requirements of the U.S. Securities Act of 1933, as amended
  (the "Securities Act"), and applicable state and provincial securities laws,
  or pursuant to an exemption therefrom. The undersigned also represents that
  the entire legal and beneficial interest of the Centrus Common Stock that he,
  she or it is acquiring is being acquired for, and will be held for, the undersigned’s
  account only, and neither in whole nor in part for any other person or entity.

2.            
  Information Concerning Centrus.

              
  The undersigned acknowledges that he, she or it has received all such information
  as the undersigned deems necessary and appropriate to enable him, her or it
  to evaluate the financial risk inherent in making an investment in the Centrus
  Common Stock, including but not limited to Centrus’s Form 10-KSB filed
  with the U.S. Securities and Exchange Commission, and the documents and materials
  included therewith, which includes a description of the risks inherent in an
  investment in Centrus and an Information Statement in connection with the Merger
  (as such term is defined in the Amended and Restated Agreement and Plan of Merger)
  (the "Disclosure Documents"). The undersigned further acknowledges that he,
  she or it has received satisfactory and complete information concerning the
  business and financial condition of Centrus in response to all inquiries in
  respect thereof. 

3.             Economic
  Risk and Suitability.

              
  The undersigned represents and warrants as follows:

              
  (a) the undersigned realizes that the Centrus Common Stock involves a high degree
  of risk and are a speculative investment, and that he, she or it is able, without
  impairing the undersigned’s financial condition, to hold the Centrus Common
  Stock for an indefinite period of time;

              
  (b) the undersigned recognizes that there is no assurance of future profitable
  operations and that investment in Centrus involves substantial risks, and that
  the undersigned has taken full cognizance of and understands all of the risk
  factors related to the Centrus Common Stock;

              
  (c) the undersigned has carefully considered and has, to the extent the undersigned
  believes such discussion necessary, discussed with the undersigned’s professional
  legal, tax and financial advisors the suitability of an investment in Centrus
  for the particular tax and financial situation of the undersigned and that the
  undersigned and/or the undersigned’s advisors have determined that the
  Centrus Common Stock is a suitable investment for the undersigned;




    

              
  (d) the financial condition and investment of the undersigned are such that
  he, she or it is in a financial position to hold the Centrus Common Stock for
  an indefinite period of time and to bear the economic risk of, and withstand
  a complete loss of, the value of the Centrus Common Stock;

              
  (e) the undersigned alone, or with the assistance of professional advisors,
  has such knowledge and experience in financial and business matters that the
  undersigned is capable of evaluating the merits and risks of acquiring the Centrus
  Common Stock, or has a pre-existing personal or business relationship with Centrus
  or any of its officers, directors, or controlling persons of a duration and
  nature that enables the undersigned to be aware of the character, business acumen
  and general business and financial circumstances of Centrus or such other person;

              
  (f) the undersigned has carefully read the Disclosure Documents and Centrus
  has made available to the undersigned or the undersigned’s advisors all
  information and documents requested by the undersigned relating to investment
  in the Centrus Common Stock, and has provided answers to the undersigned’s
  satisfaction to all of the undersigned’s questions concerning Centrus;

              
  (g) if the undersigned is a partnership, trust, corporation or other entity:
  (1) it was not organized for the purpose of acquiring the Centrus Common Stock
  (or all of its equity owners are "accredited investors" as defined in Rule 501
  of Regulation D); (2) it has the power and authority to execute this Certificate
  and the person executing said document on its behalf has the necessary power
  to do so; (3) its principal place of business and principal office are located
  within the state set forth in its address below; and (4) all of its trustees,
  partners and/or shareholders, whichever the case may be, are bona fide residents
  of said state;

              
  (h) the undersigned understands that neither Centrus nor any of its officers
  or directors has any obligation to register the Centrus Common Stock under any
  federal or other applicable securities act or law;

              
  (i) the undersigned has relied solely upon the Disclosure Documents, advice
  of his or her representatives, if any, and independent investigations made by
  the undersigned and/or his or her the undersigned representatives, if any, in
  making the decision to acquire the Centrus Common Stock and acknowledges that
  no representations or agreements other than those set forth in the Disclosure
  Documents have been made to the undersigned in respect thereto;

              
  (j) all information which the undersigned has provided concerning the undersigned
  himself, herself or itself is correct and complete as of the date set forth
  below, and if there should be any material change in such information prior
  to the issuance of the Centrus Common Stock, he, she or it will immediately
  provide such information to Centrus;

              
  (k) the undersigned confirms that the undersigned has received no general solicitation
  or general advertisement and has attended no seminar or meeting (whose attendees
  have been invited by any general solicitation or general advertisement) and
  has received no advertisement in any newspaper, magazine, or similar media,
  broadcast on television or radio regarding acquiring the Centrus Common Stock;
  and

              
  (l) the undersigned is at least 21 years of age and is a citizen of the United
  States residing at the address indicated below.

4.            Restricted
  Securities.

              
  The undersigned acknowledges that Centrus has hereby disclosed to the undersigned
  in writing that:

	 	(a) 	 the shares of Centrus Common Stock that the undersigned
        is acquiring have not been registered under the Securities Act or the
        securities laws of any state of the United States, and such securities
        must be held indefinitely unless a transfer of them is subsequently registered
        under the Securities Act or an exemption from such registration is available;
        and

	 	 	 
	 	(b) 	 Centrus will make a notation in its records of the above
        described restrictions on transfer and of the legend described below.









	5. 	 Legends.



              
  The undersigned agrees that the share certificates representing the shares of
  Centrus Common Stock to be issued to him, her or it pursuant to the Amended
  and Restated Agreement and Plan of Merger will bear the following legend:

“THE SECURITIES REPRESENTED BY
  THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
  "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
  REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT.
  SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED
  EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN
  AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”

	6. 	 Suitable Investor.



              
  The undersigned is an "accredited investor," as defined in Securities and Exchange
  Commission (the "SEC") Rule 501 of Regulation D. 

	7. 	 Understandings.



              
  The undersigned understands, acknowledges and agrees that:

              
  (a) no federal or state agency has made any finding or determination as to the
  accuracy or adequacy of the Disclosure Documents or as to the fairness of the
  terms of this offering for investment nor any recommendation or endorsement
  of the Centrus Common Stock;

              
  (b) this offering is intended to be exempt from registration under the Securities
  Act by virtue of Section 4(2) of the Securities Act, which is in part dependent
  upon the truth, completeness and accuracy of the statements made by the undersigned
  herein;

              
  (c) the shares of Centrus Common Stock to be issued to the undersigned pursuant
  to the Amended and Restated Agreement and Plan of Merger will be "restricted
  securities" in the U.S. under the Securities Act. There can be no assurance
  that the undersigned will be able to sell or dispose of the Centrus Common Stock.
  It is understood that in order not to jeopardize this offering’s exempt
  status under Section 4(2) of the Act, any transferee may, at a minimum, be required
  to fulfill the investor suitability requirements thereunder;

              
  (d) the representations, warranties and agreements of the undersigned contained
  herein and in any other writing delivered in connection with the transactions
  contemplated hereby shall be true and correct in all respects on and as of the
  date the Centrus Common Stock is acquired as if made on and as of such date;
  and

              
  (e) THE CENTRUS COMMON STOCK MAY NOT BE TRANSFERRED, RESOLD OR OTHERWISE
  DISPOSED OF EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE
  SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE UNDERSIGNED
  SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
  INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

IN WITNESS WHEREOF, I have executed this Certificate of U.S.
  Shareholder.

	 	 	 
	Signature 	 	Date 
	 	 	 
	Print Name 	 	Title (if Applicable) 
	 	 	 
	Address 	 	Number of Shares 







SCHEDULE 3.3

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



ROYAL MINES OBLIGATIONS TO ISSUE SHARES

	1. 	 Under the terms of option agreements dated January 10,
        2007, Royal Mines is obligated to issue a total of 630,000 common shares
        to twelve individuals on January 10, 2012 as to 420,000 shares and on
        January 2017 as to 210,000 shares.

	 	 
	2. 	 Subject to conclusion of a formal agreement, Royal Mines
        will be required to issue 2,000,000 common shares in connection with the
        proposed acquisition described in Schedule 3.4.








SCHEDULE 3.4

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



PROPOSED ACQUISITION

Royal Mines has reached a verbal agreement in principle with
  Iron King Reclamation LLC (“IKR”) and its principal, Tom Lowe, for
  the processing of tailings on the Iron King Property located in Dewey-Humboldt,
  Arizona. Under the terms of the proposed agreement with IKR, the parties agreed
  to form a limited liability company for the purposes of processing the tailings.
  Royal Mines has caused Royal Reclamation And Mining LLC (“RRM”) to
  be formed for that purpose. IKR will contribute to RRM its rights to process
  the tailings located on the Iron King Property and its right to use buildings
  and other facilities on the Property and will expend up to $250,000 to upgrade
  those facilities. Royal Mines will grant a limited license to RRMI for the use
  of its regenerative thiourea stabilization technology to process the tailings
  for recovery of metals, including gold and silver. In addition, Royal Mines
  will issue 2,000,000 shares of its common stock to IKR or its nominee. RRMI
  will be owned 51% by Royal Mines and 49% by IKR and will be managed by Royal
  Mines.

The above is subject to conclusion of formal agreements currently
  being prepared by legal counsel. There is no assurance that formal agreements
  will be concluded or that the terms will not change from those described above.




SCHEDULE 3.9 

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



ROYAL MINES FINANCIAL STATEMENTS



ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  BALANCE SHEET

	  	 	As of 	 
	  	 	April 30, 2007 	 
	  	 	  	 
	ASSETS 	 	  	 
	  	 	  	 
	Current assets 	 	  	 
	   Cash and cash equivalents 	$	 338,646 	 
	   Loans receivable - related party (Note 2) 	 	4,500 	 
	   Prepaid expense 	 	16,500 	 
	         Total current assets 	 	359,646 	 
	  	 	  	 
	Property and equipment, net (Note 3) 	 	291,667 	 
	Mineral properties (Note 4) 	 	15,500 	 
	Intellectual property (Note 5) 	 	200,000 	 
	Other assets 	 	1,551 	 
	         Total non-current assets
    	 	508,718 	 
	  	 	  	 
	         Total assets 	$	 868,364 	 
	  	 	  	 
	  	 	  	 
	LIABILITIES AND STOCKHOLDERS' DEFICIT
    	 
	  	 	  	 
	Current liabilities 	 	  	 
	   Accounts payable 	$	 40,711 	 
	   Accounts payable - related party
      (Note 6) 	 	20,000 	 
	   NVRM payable (Note 7) 	 	277,683 	 
	   Loans payable - related party
      (Note 8) 	 	100,806 	 
	   Share subscriptions received (Note 9) 	 	505,114 	 
	   Current portion of long-term debt
      (Note 10) 	 	5,509 	 
	         Total current liabilities
    	 	949,823 	 
	  	 	  	 
	   Long-term debt (Note 10) 	 	4,808
    	 
	  	 	  	 
	         Total liabilities 	 	954,631 	 
	  	 	  	 
	Commitments and contingencies (Note 11) 	 	  	 
	  	 	  	 
	Stockholders' deficit (Note 12) 	 	  	 
	   Common stock, $0.001 par value;
      100,000,000 shares 	 	  	 
	         authorized, 26,401,000 shares
      issued and outstanding 	 	26,401 	 
	   Preferred stock, $0.001 par value;
      100,000,000 shares 	 	  	 
	         authorized, zero shares issued
      and outstanding 	 	- 	 
	   Additional paid-in capital 	 	579,600 	 
	   Accumulated deficit during development stage 	 	(692,268	) 
	         Total stockholders'
      deficit 	 	(86,267	) 
	  	 	  	 
	Total liabilities and stockholders' deficit
    	$	 868,364 	 


See Accompanying Notes to Financial Statements

  2




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  STATEMENTS OF OPERATIONS

	  	 	  	 	 	For the Period 	 	 	For the Period 	 
	  	 	  	 	 	July 13, 2005 	 	 	July 13, 2005 	 
	  	 	For the Twelve 	 	 	(Date of Inception) 	 	 	(Date of Inception) 	 
	  	 	Months Ended 	 	 	Through 	 	 	Through 	 
	  	 	April 30, 2007 	 	 	April 30, 2006 	 	 	April 30, 2007 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Revenue 	$	 - 	 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 	 	  	 
	Operating expenses 	 	  	 	 	  	 	 	  	 
	   Mineral exploration and evaluation
      expenses 	 	438,371 	 	 	121,558 	 	 	559,929 	 
	   General and administrative 	 	164,765 	 	 	52,760 	 	 	217,525 	 
	   Depreciation and amortization
      (Note 3) 	 	8,333 	 	 	- 	 	 	8,333 	 
	  	 	  	 	 	  	 	 	  	 
	       Total operating
      expenses 	 	611,469 	 	 	174,318 	 	 	785,787 	 
	  	 	  	 	 	  	 	 	  	 
	Loss from operations 	 	(611,469	) 	 	(174,318	) 	 	(785,787	) 
	  	 	  	 	 	  	 	 	  	 
	Other income (expense): 	 	  	 	 	  	 	 	  	 
	   Other income 	 	94,115 	 	 	- 	 	 	94,115 	 
	   Interest expense, net 	 	(414	) 	 	(182	) 	 	(596	) 
	  	 	  	 	 	  	 	 	  	 
	       Total other income
      (expense) 	 	93,701 	 	 	(182	) 	 	93,519 	 
	  	 	  	 	 	  	 	 	  	 
	Net loss 	$	 (517,768	) 	$	 (174,500	) 	$	 (692,268	) 
	  	 	  	 	 	  	 	 	  	 
	Loss per common share - basic and diluted:
    	 	  	 	 	  	 	 	  	 
	   Net loss 	$	 (0.06	) 	$	 (1,125.81	) 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	Weighted average common shares outstanding - 	 	  	 	 	  	 	 	  	 
	   Basic and diluted 	 	8,586,852 	 	 	155 	 	 	  	 


See Accompanying Notes to Financial Statements

  3




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  STATEMENT OF STOCKHOLDERS' DEFICIT

	  	 	  	 	 	  	 	 	  	 	 	Accumulated 	 	 	  	 
	  	 	  	 	 	  	 	 	  	 	 	Deficit During 	 	 	Total 	 
	  	 	Common Stock 	 	 	Additional 	 	 	Development 	 	 	Stockholders' 	 
	  	 	Shares 	 	 	Amount 	 	 	Paid-in Capital 	 	 	Stage 	 	 	Deficit 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, July 13, 2005 	 	- 	 	$	 - 	 	$	 - 	 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for cash, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.001 per share 	 	1,000 	 	 	1 	 	 	- 	 	 	- 	 	 	1 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss 	 	- 	 	 	- 	 	 	- 	 	 	(174,500	) 	 	(174,500	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, April 30, 2006 	 	1,000 	 	 	1 	 	 	- 	 	 	(174,500	) 	 	(174,499	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for cash, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.001 per share 	 	12,500,000 	 	 	12,500 	 	 	- 	 	 	- 	 	 	12,500 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for cash, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.01 per share 	 	7,800,000 	 	 	7,800 	 	 	70,200 	 	 	- 	 	 	78,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   mineral property options 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.01 per share 	 	1,050,000 	 	 	1,050 	 	 	9,450 	 	 	- 	 	 	10,500 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for cash, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.10 per share 	 	1,250,000 	 	 	1,250 	 	 	123,750 	 	 	- 	 	 	125,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock for cash, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   Reg. S - Private Placement, 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.10 per share 	 	1,800,000 	 	 	1,800 	 	 	178,200 	 	 	- 	 	 	180,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Issuance of common stock in acquisition 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   of intellectual property and equipment
    	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	   $0.10 per share 	 	2,000,000 	 	 	2,000 	 	 	198,000 	 	 	- 	 	 	200,000 	 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Net loss 	 	- 	 	 	- 	 	 	- 	 	 	(517,768	) 	 	(517,768	) 
	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 
	Balance, April 30, 2007 	 	26,401,000 	 	$	 26,401 	 	$	 579,600 	 	$	 (692,268	) 	$	 (86,267	) 


See Accompanying Notes to Financial Statements

  4




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  STATEMENTS OF CASH FLOWS

	  	 	  	 	 	For the Period 	 	 	For the Period 	 
	  	 	  	 	 	July 13, 2005 	 	 	July 13, 2005 	 
	  	 	For the Twelve 	 	 	(Date of Inception) 	 	 	(Date of Inception) 	 
	  	 	Months Ended 	 	 	Through 	 	 	Through 	 
	  	 	April 30, 2007 	 	 	April 30, 2006 	 	 	April 30, 2007 	 
	CASH FLOWS FROM OPERATING ACTIVITIES 	 	  	 	 	  	 	 	  	 
	   Net loss 	$	 (517,768	) 	$	 (174,500	) 	$	 (692,268	) 
	   Adjustments to reconcile loss from operating 	 	  	 	 	  	 	 	  	 
	     to net cash used in operating
      activities: 	 	  	 	 	  	 	 	  	 
	           Depreciation and amortization
    	 	8,333 	 	 	- 	 	 	8,333 	 
	   Changes in operating assets and
      liabilities: 	 	  	 	 	  	 	 	  	 
	           Prepaid expenses 	 	(16,500	) 	 	- 	 	 	(16,500	) 
	           Loans
      receivable - related party 	 	(4,105	) 	 	(395	) 	 	(4,500	) 
	           Accounts payable 	 	40,711 	 	 	- 	 	 	40,711 	 
	           Accounts
      payable - related party 	 	20,000 	 	 	- 	 	 	20,000 	 
	  	 	  	 	 	  	 	 	  	 
	 Net cash used in operating activities
    	 	(469,329	) 	 	(174,895	) 	 	(644,224	) 
	  	 	  	 	 	  	 	 	  	 
	CASH FLOW FROM INVESTING ACTIVITIES 	 	  	 	 	  	 	 	  	 
	   Cash paid on mineral property claims 	 	(5,000	) 	 	- 	 	 	(5,000	) 
	   Cash paid for other assets 	 	- 	 	 	(1,551	) 	 	(1,551	) 
	  	 	  	 	 	  	 	 	  	 
	   Net cash used in investing activities
    	 	(5,000	) 	 	(1,551	) 	 	(6,551	) 
	  	 	  	 	 	  	 	 	  	 
	CASH FLOW FROM FINANCING ACTIVITIES 	 	  	 	 	  	 	 	  	 
	   Proceeds from stock issuance 	 	383,499 	 	 	1 	 	 	383,500 	 
	   Proceeds form subscriptions received
    	 	505,114 	 	 	- 	 	 	505,114 	 
	   Proceeds from borrowings from related party 	 	8,951 	 	 	197,101 	 	 	206,052 	 
	   Payments on borrowings from related
      party 	 	(105,246	) 	 	  	 	 	(105,246	) 
	  	 	  	 	 	  	 	 	  	 
	   Net cash provided by financing
      activities 	 	792,318 	 	 	197,102 	 	 	989,420 	 
	  	 	  	 	 	  	 	 	  	 
	NET CHANGE IN CASH 	 	317,989 	 	 	20,656 	 	 	338,645 	 
	  	 	  	 	 	  	 	 	  	 
	CASH AT BEGINNING OF YEAR 	 	20,656 	 	 	- 	 	 	- 	 
	  	 	  	 	 	  	 	 	  	 
	CASH AT END OF PERIOD 	$	 338,645 	 	$	 20,656 	 	$	 338,645 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	SUPPLEMENTAL INFORMATION 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	   Interest Paid 	$	 414 	 	$	 182 	 	$	 596 	 
	   Income Taxes Paid 	$	 - 	 	$	 - 	 	$	 - 	 
	  	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	SUPPLEMENTARY DISCLOSURE FOR NON-CASH 	 	  	 	 	  	 	 	  	 
	INVESTING AND FINANCING ACTIVITIES 	 	  	 	 	  	 	 	  	 
	  	 	  	 	 	  	 	 	  	 
	   Acquisition of intellectual property
      for stock 	$	 200,000 	 	$	 - 	 	$	 200,000 	 
	   Acquisition of mineral property for stock 	$	 10,500 	 	$	 - 	 	$	 10,500 	 
	   Acquisition of equipment for debt
    	$	 300,000 	 	$	 - 	 	$	 300,000 	 
	   Long-term debt assumed in acquisition 	$	 10,317 	 	$	 - 	 	$	 10,317 	 


See Accompanying Notes to Financial Statements

  5



ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	1. 	 DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES



Description of Business – Royal Mines Inc., referred
  to as the “Company”, is considered an exploration stage company. The
  Company's primary objective is to bring into commercial production the Company’s
  mining assets by refining the extracted precious and base metals, and then generate
  revenues from sales of these refined metals to established commodity brokers.
  The Company has not yet realized any revenues from its primary objective.

History – The Company was incorporated on July 13,
  2005 in the State of Nevada as Pass Technologies Inc. On April 14, 2006 Pass
  Technologies Inc changed its name to Liquid Commodaties Inc. On November 9,
  2006 Liquid Commodaties changed its name to Royal Mines Inc. On January 28,
  2007, the Company entered into mineral option agreements to acquire a 87.5%
  interest in twenty-four (24) mining claims, totaling 3,840 acres, located south
  of Searchlight, Nevada in the Piute Valley.

Going Concern - As of April 30, 2007, the Company incurred
  cumulative net losses of approximately $692,268 from operations and has negative
  working capital of ($590,177). The Company is still in the exploration stage,
  has not commenced its mining and metals extraction processing operations, raising
  substantial doubt about its ability to continue as a going concern. 

The ability of the Company to continue as a going concern is
  dependent on the Company raising additional sources of capital and the successful
  execution of the Company’s strategic plan. The Company will seek additional
  sources of capital through the issuance of debt or equity financing, but there
  can be no assurance the Company will be successful in accomplishing its objectives.

The financial statements do not include any adjustments that
  might be necessary if the Company is unable to continue as a going concern.

Basis of Presentation – These financial statements
  and related notes are presented in accordance with accounting principles generally
  accepted in the United States. The Company’s fiscal year-end is April 30.

Use of Estimates - The preparation of financial statements
  in conformity with accounting principles generally accepted in the United States
  requires management to make estimates and assumptions that affect the reported
  amounts of assets and liabilities and disclosure of contingent assets and liabilities
  at the date of the financial statements and the reported amounts of revenue
  and expenses during the reporting period. Actual results could differ from those
  estimates.

Cash and Cash Equivalents - The Company considers all
  investments with an original maturity of three months or less to be a cash equivalent.


Mineral Rights – The Company capitalizes acquisition
  and option costs of mineral property rights. The amount capitalized represents
  the fair value at the time the mineral rights are acquired. The accumulated
  costs of acquisition for properties that are developed to the stage of commercial
  production will be amortized using the unit-of-production method.

Exploration Costs – Mineral exploration costs are
  expensed as incurred.

Property and Equipment - Property and equipment are stated
  at cost less accumulated depreciation. Depreciation is provided principally
  on the straight-line method over the estimated useful lives of the assets, which
  are generally 3 to 10 years. The cost of repairs and maintenance is charged
  to expense as incurred. Expenditures for property betterments and renewals are
  capitalized. Upon sale or other disposition of a 

6




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	1. 	 DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES (continued)



depreciable asset, cost and accumulated
  depreciation are removed from the accounts and any gain or loss is reflected
  in other income (expense).

The Company periodically evaluates whether
  events and circumstances have occurred that may warrant revision of the estimated
  useful life of fixed assets or whether the remaining balance of fixed assets
  should be evaluated for possible impairment. The Company uses an estimate of
  the related undiscounted cash flows over the remaining life of the fixed assets
  in measuring their recoverability.

Impairment of Long-Lived Assets –
  We review and evaluate our long-lived assets for impairment at least annually
  and also when events or changes in circumstances indicate the related carrying
  amounts may not be recoverable. Asset impairment is considered to exist if the
  total estimated future cash flows, on an undiscounted basis, are less than the
  carrying amount of the long-lived asset. An impairment loss is measured and
  recorded based on the discounted estimated future cash flows. Future cash flows
  are based on estimated quantities of recoverable minerals, expected gold and
  other commodity prices (considering current and historical prices, price trends
  and related factors), production levels and cash costs of production, capital
  and reclamation costs, all based on detailed engineering life-of-mine plans.

In estimating future cash flows, assets
  are grouped at the lowest levels for which there are identifiable cash flows
  that are largely independent of future cash flows from other asset groups. With
  the exception of other mine-related exploration potential and exploration potential
  in areas outside of the immediate mine-site, all assets at a particular operation
  are considered together for purposes of estimating future cash flows. In the
  case of mineral interests associated with other mine-related exploration potential
  and exploration potential in areas outside of the immediate mine-site, cash
  flows and fair values are individually evaluated based primarily on recent exploration
  results.

Various factors could impact our ability
  to achieve forecasted production schedules from proven and probably reserves.
  Additionally, commodity prices, capital expenditure requirements and reclamation
  costs could differ from the assumptions used in the cash flow models used to
  assess impairment. The ability to achieve the estimated quantities of recoverable
  minerals from exploration stage mineral interests involves further risks in
  addition to those factors applicable to mineral interests where proven and probable
  reserves have been identified, due to the lower level of confidence that the
  identified mineralized material can ultimately be mined economically. Material
  changes to any of these factors or assumptions discussed above could result
  in future impairment charges to operations.

Fair Value of Financial Instruments
  – Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosure
  About Fair Value of Financial Instruments,” requires the Company to disclose,
  when reasonably attainable, the fair market value of its assets and liabilities
  which are deemed to be financial instruments. The carrying amounts and estimated
  fair value of the Company’s financial instruments approximate their fair
  value due to the short-term nature.

Revenue Recognition – Revenues
  are recognized during the period in which they are received. Costs and expenses
  are recognized during the period in which they are incurred.

Research and Development - All
  research and development expenditures during the period have been charged to
  operations.

Earnings (Loss) Per Share - The
  Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150,
  “Accounting for Certain Financial Instruments with Characteristics of Both
  Liabilities and Equity,” which 

7




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	1. 	 DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES (continued)



establish standards for the computation,
  presentation and disclosure requirements for basic and diluted earnings per
  share for entities with publicly-held common shares and potential common stock
  issuances. Basic earnings (loss) per share are computed by dividing net income
  by the weighted average number of common shares outstanding. In computing diluted
  earnings per share, the weighted average number of shares outstanding is adjusted
  to reflect the effect of potentially dilutive securities, such as stock options
  and warrants. Common stock equivalent shares are excluded from the computation
  if their effect is antidilutive.

Income Taxes - The Company accounts
  for its income taxes in accordance with SFAS No. 109, “Accounting for Income
  Taxes,” which requires recognition of deferred tax assets and liabilities
  for future tax consequences attributable to differences between the financial
  statement carrying amounts of existing assets and liabilities and their respective
  tax bases and tax credit carry-forwards. Deferred tax assets and liabilities
  are measured using enacted tax rates expected to apply to taxable income in
  the years in which those temporary differences are expected to be recovered
  or settled. The effect on deferred tax assets and liabilities of a change in
  tax rates is recognized in income in the period that includes the enactment
  date.

Segment Information - The Company
  discloses segment information in accordance with SFAS No. 131, “Disclosures
  about Segments of an Enterprise and Related Information,” which uses a
  management approach to determine reportable segments. The Company operates under
  one segment.

Reclassification - Certain reclassifications
  have been made to the prior year’s financial statements to conform to the
  current year’s presentation, with no effect on previously reported net
  loss.

Expenses of Offering - The Company
  accounts for specific incremental costs directly to a proposed or actual offering
  of securities as a direct charge against the gross proceeds of the offering.

Stock-Based Compensation –The
  Company accounts for stock based employee and director compensation arrangements
  in accordance with provisions of SFAS No. 123R, “Share Based Payment”.
  SFAS No. 123R requires companies to measure all employee stock based compensation
  awards using a fair value method and record such expense in their financial
  statements. The Company adopted SFAS No. 123R on a prospective basis on July
  13, 2005.

Stock-based compensation arrangements
  for non-employees are recorded at fair value as the services are provided and
  the compensation earned.

New Accounting Pronouncements –
  In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
  for Financial Assets and Financial Liabilities — Including an amendment
  of FASB SFAS No. 115,” which permits entities to choose to measure many
  financial instruments and certain other items at fair value that are not currently
  required to be measured at fair value. The objective is to improve financial
  reporting by providing entities with the opportunity to mitigate volatility
  in reported earnings caused by measuring related assets and liabilities differently
  without having to apply complex hedge accounting provisions. SFAS No. 159 also
  establishes presentation and disclosure requirements designed to facilitate
  comparisons between entities that choose different measurement attributes for
  similar types of assets and liabilities. SFAS No. 159 does not affect any existing
  accounting literature that requires certain assets and liabilities to be carried
  at fair value, nor eliminate disclosure requirements included in other accounting
  standards, including requirements for disclosures about fair value measurements
  included in SFAS No. 157, “Fair Value Measurements,” and SFAS No.
  107, “Disclosures about Fair Value of Financial Instruments.” SFAS
  No. 159 is effective for our fiscal year beginning after November 15, 2007.
  We are currently assessing the impact that the adoption of SFAS No. 159 will
  have on our financial statements.

8




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	1. 	 DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT
        POLICIES (continued)



In September 2006, the FASB issued SFAS
  No. 158 “Employers’ Accounting for Defined Benefit Pension and Other
  Postretirement Plans.” SFAS No. 158 requires companies to recognize the
  over funded or under funded status of a defined benefit postretirement plan
  as an asset or liability in its statement of financial position and to recognize
  changes in that funded status in the year in which the changes occur through
  comprehensive income. SFAS No. 158 requires companies to measure the funded
  status of a plan as of the date of its year-end statement of financial position,
  with limited exceptions. The Company adopted SFAS No. 158 effective for the
  fiscal year ending December 31, 2006. Adoption of this statement had no impact
  on the Company’s financial position or results of operations.

In September 2006, the FASB issued statement
  SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair
  value, establishes a framework for measuring fair value in accordance with accounting
  principles generally accepted in the United States, and expands disclosures
  about fair value measurements. SFAS No. 157 is effective for fiscal years beginning
  after November 15, 2007, with earlier application encouraged. Any amounts recognized
  upon adoption as a cumulative effect adjustment will be recorded to the opening
  balance of retained earnings in the year of adoption. We have not yet determined
  the impact of this Statement on our financial position and results of operations.

In July 2006, the FASB issued FASB Interpretation
  No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation
  of FASB SFAS No. 109” (“FIN 48”), which clarifies the accounting
  and disclosure for uncertainty in tax positions. FIN 48 seeks to reduce the
  diversity in practice associated with certain aspects of the recognition and
  measurement related to accounting for income taxes. This interpretation is effective
  for fiscal years beginning after December 15, 2006. The Company is currently
  in the process of evaluating the financial impact of this statement.

In March 2006, the FASB issued SFAS No.
  156, “Accounting for Servicing of Financial Assets,” which amends
  SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets
  and Extinguishments of Liabilities.” SFAS No. 156 may be adopted as early
  as January 1, 2006, for calendar year-end entities, provided that no interim
  financial statements have been issued. Those not choosing to early adopt are
  required to apply the provisions as of the beginning of the first fiscal year
  that begins after September 15, 2006 (e.g., January 1, 2007, for calendar year-end
  entities). The intention of this statement is to simplify accounting for separately
  recognized servicing assets and liabilities, such as those common with mortgage
  securitization activities, as well as to simplify efforts to obtain hedge-like
  accounting. Specifically, the FASB said SFAS No. 156 permits a service using
  derivative financial instruments to report both the derivative financial instrument
  and related servicing asset or liability by using a consistent measurement attribute,
  or fair value. The Company does not expect the adoption of SFAS No. 156 to have
  a material impact on its financial position, results of operations or cash flows.

In February 2006, the FASB issued SFAS
  No. 155, “Accounting for Certain Hybrid Financial Instruments,” which
  amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging
  Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing
  of Financial Assets and Extinguishments of Liabilities.” SFAS No. 155 permits
  fair value measurement for any hybrid financial instrument that contains an
  embedded derivative that otherwise would require bifurcation, establishes a
  requirement to evaluate interests in securitized financial assets to identify
  interests that are freestanding derivatives or hybrid financial instruments
  containing embedded derivatives. The Company does not expect the adoption
  of SFAS No. 155 to have a material impact on its financial position, results
  of operations or cash flows.

9




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	2. 	 LOANS RECEIVABLE-RELATED PARTY

	 	 
		 Loan receivable – related party consists of the
        following:





	 	  	 	As of 	 
	 	  	 	April 30, 2007 	 
	 	Loan receivable due from an officer of 	 	  	 
	 	the Company, bearing no interest, 	 	  	 
	 	unsecured and due on demand 	$	 4,500 	 




	3. 	 PROPERTY AND EQUIPMENT

	 	 
		 On April 2, 2007, the Company acquired certain processing,
        laboratory and office equipment in the Technology and Asset Purchase Agreement
        with Robert H. Gunnison and New Verde River Mining Co Inc. (See Note 5
        for additional disclosure). Property and equipment consists of the following:





	 	  	 	As of 	 
	 	  	 	April
      30, 2007 	 
	 	Process, Lab and Office Equipment 	$	 300,000 	 
	 	Less: Accumulated depreciation 	 	8,333
    	 
	 	  	$	 291,667 	 




	4. 	 MINERAL PROPERTIES

	 	 
		 As of April 30, 2007, mineral properties totaling $15,500
        consist of twenty-five (25) mining claims located south of Searchlight,
        Nevada in the Piute Valley. On January 28, 2007, the Company entered into
        mineral option agreements to acquire a 87.5% interest in twenty-four (24)
        mining claims with the issuance of 1,050,000 shares of the Company’s
        common stock on the date of signing of the option agreement and the provision
        that the Company issue an additional 420,000 and 210,000 shares on the
        fifth anniversary and tenth anniversary, respectively, of the signing
        of the option agreement. Each of the twenty-four mining claims is comprised
        of 160 acres. The transaction was valued at an agreed upon price of $10,500.
        Renewal fees of $3,000 on the twenty- four (24) mining claims will be
        capitalized annually.

	 	 
		 On March 16, 2007 the Company entered into a lease agreement
        of property with one (1) mining claim, for a term of twenty years, for
        exploration and potential mining production on 20 acres in Searchlight,
        Nevada. The Company paid $5,000 upon execution of the agreement and will
        pay $4,000 annually thereafter. The Company will also pay an annual royalty
        equal to five (5) percent of the net profit from the mining production.

	 	 
		 Mining claims are capitalized as tangible assets in
        accordance with Emerging Issues Task Force abstract 04-02. Upon completion
        of a bankable feasibility study, the claims will be amortized using the
        unit-of-production method over the life of the claim. If the Company does
        not continue with exploration after the completion of the feasibility
        study, the claims will be expensed at that time.

	 	 
	5. 	 INTELLECTUAL PROPERTY

	 	 
		 On April 2, 2007 the Company entered into a Technology
        and Asset Purchase Agreement (“NVRM Agreement”) with Robert
        H. Gunnison and New Verde River Mining Co. Inc. (“NVRM”), whereby
        the Company acquired equipment and the technology for lixivation of metals
        from ore utilizing thiourea stabilization (“Intellectual Property”).
        The equipment and intellectual property were acquired with the issuance



10




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

of 2,000,000 shares of the Company’s
  $0.10 per share common stock and a future cash payment of $300,000, for a purchase
  price of $500,000. The cash payment will be paid as follows: (i) $175,000 on
  or before May 31, 2007; and (ii) the balance of $125,000, less any debt assumed
  and payables due to the Company, on or before January 31, 2008. The purchase
  price was allocated to the assets acquired and liabilities assumed based on
  their respective fair values at the date of acquisition. The intellectual property
  was valued at $200,000.

	6. 	 ACCOUNTS PAYABLE - RELATED PARTY

	 	 
		 As of April 30, 2007, accounts payable – related
        party consists of $20,000 due to two officers of the Company for consulting
        and administration fees.

	 	 
	7. 	 NVRM PAYABLE

	 	 
		 As of April 30, 2007, NVRM payable consists of a $277,683
        ($300,000 less $10,317 of debt assumed and $12,000 receivable due to the
        Company) payable to New Verde River Mining and Robert H. Gunnison pursuant
        to the NVRM Agreement noted above.

	 	 
	8. 	 LOANS PAYABLE – RELATED PARTY

	 	 
		 As of April 30, 2007, loans payable to related parties
        totaling $100,806 consists of borrowings from officers and directors of
        the Company. The balances bear no interest, are unsecured and are due
        on demand.

	 	 
	9. 	 SHARE SUBSCRIPTIONS RECEIVED

	 	 
		 As of April 30, 2007, the Company had received subscriptions
        for 2,020,456 shares of common stock for cash at $0.25 per share, aggregating
        $505,114.

	 	 
	10. 	 LONG-TERM DEBT

	 	 
		 As of April 30, 2007, long-term debt consists of $10,317
        in debt assumed in the NVRM Agreement for the financing of a John Deere
        loader. The balance bears interest at 4.9% and is secured by the loader.
        The current portion of long-term debt at April 30, 2007 is $5,509.

	 	 
	11. 	 COMMITMENTS AND CONTINGENCIES



Lease obligations – The Company has operating leases
  for its offices and plant facility. Future minimum lease payments under the
  operating leases for the facilities as of April 30, 2007 are as follows:


  	Fiscal year ending April 30, 2008 	$ 82,800 
	Fiscal year ending April 30, 2009 	$ 64,530 
	Fiscal year ending April 30, 2010 	$ 64,616 
	Thereafter 	$ 10,822 






	12. 	 STOCKHOLDERS’ DEFICIT

	 	 	 
		 Common and Preferred Stock:

	 	 	 
		 As of April 30, 2007, there were 26,401,000
        shares of common stock outstanding and zero shares of preferred stock
        outstanding. Outstanding shares of common stock consist of the following:

	 	 	 
		a) 	 On March 16, 2006, the Company issued 1,000 shares of
        common stock to one individual for cash at $0.001 per share.



11




ROYAL MINES INC.

  (AN EXPLORATION STAGE COMPANY)

  NOTES TO FINANCIAL STATEMENTS

April 30, 2007

	 	b) 	 On November 30, 2006, the Company issued 12,500,000
        shares of common stock to three individuals for cash at $0.001 per share.

	 	 	 
	 	c) 	 On December 29, 2006, the Company issued 7,800,000 shares
        of common stock for cash at $0.01 per share.

	 	 	 
	 	d) 	 On January 10, 2007, the Company issued 1,050,000 shares
        of common stock for the purchase of 7/8ths interest in 24 minerals claims
        at $0.01 per share.

	 	 	 
	 	e) 	 On February 28, 2007, the Company issued 1,250,000 shares
        of common stock to three individuals for cash at $0.10 per share.

	 	 	 
	 	f) 	 On March 31, 2007, the Company issued 1,800,000 shares
        of common stock to four individuals for cash at $0.10 per share.

	 	 	 
	 	g) 	 On April 2, 2007, the Company issued 2,000,000 shares
        of common stock to one individual, in connection with the NVRM Agreement,
        for the purchase of intellectual property and equipment.





	13. 	 SUBSEQUENT EVENTS – FINANCING (UNAUDITED)

	 	 
		 On May 31, 2007, the Company closed a private placement
        offering for proceeds of $620,582, of which $505,114 was received and
        recorded as share subscriptions received as of April 30, 2007. The Company
        issued 2,482,326 shares of common stock, at $0.25 per share, to non-U.S.
        investors pursuant to Regulation S of the Securities Act of 1933.

	 	 
		 On June 4, 2007, the Company closed a private placement
        offering for proceeds of $825,000 and issued 3,300,000 shares of common
        stock, at $0.25 per share, to accredited U.S. investors pursuant to Regulation
        D of the Securities Act of 1933.



12




SCHEDULE 3.10 

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



LIABILITIES AND OBLIGATIONS OF ROYAL MINE

None.




SCHEDULE 3.14

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



EMPLOYMENT AND CONSULTING AGREEMENTS OF ROYAL MINES             


	1.  	 Employment Agreement dated April 2, 2007 with Robert H. Gunnison.
	 	 
	In addition, the Royal Mines has the following verbal
      employment/consulting agreements: 
	 
	2. 	 WCT & Associates (for services of William Charles
        Tao) - $15,000 per month; start date 01/01/07.

	 	 
	3. 	 Pass Minerals Inc. (for services of K. Ian Matheson)
        - $8,000 per month from 10/1/05 until 4/30/06; then $5,000 per month.
        and

	 	 
	4. 	 Jason S. Mitchell - $12,000 per month from 3/1/07.








SCHEDULE 3.15

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



INTELLECTUAL PROPERTY OF ROYAL MINES

	1. 	 Proprietary technology for lixivation of metals from
        ore utilizing thiourea stabilization acquired under agreement dated April
        2, 2007 with New Verde River Mining Co., Inc. and Robert H. Gunnison.








SCHEDULE 3.16

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



REAL PROPERTY OF ROYAL MINES

	1. 	 Lease Agreement dated June 6, 2007 with McKendry
        Enterprises, Inc., Profit Sharing Plan & Retirement Trust for lease
        of 2344 North 33rd Avenue, Maricopa, Arizona

	 	 	 
	2. 	 Lease of property agreement from Erline Y.
        Smith, Erline Y. Smith Trust and Lawana Hooper (the “Lessors”)
        for one patented mining claim in Searchlight, Nevada, for a term of twenty
        years. The claim is described as follows:

	 	 	 
		 	

	 Parcel APN# 250-02-401-002 designated “Jupitor
        Lode”, US Patent Survey #2166.

	 	 	 
		 	

	 “Enterprise Millsite” US Patent #2518, Searchlight
        Mining District.

	 	 	 
		 	

	 Clark County Assessor Description PT SW4 SEC 02 29 63,
        designated 20.61 total acres.

	 	 	 
	3. 	 Lease of Office space/laboratory/storage -
        8005 La Cienega, Las Vegas, NV 89123 - Monthly rent $1,800 - Lease Expires
        5/30/08.

	 	 	 
	4. 	 Lease of Executive Suite - Corporate Headquarters
        - 2580 Anthem Village Dr., #112, Henderson, NV 89052 - Monthly payment:
        $630 plus $55 covered parking; Lease expires 4/30/08.

	 	 	 
	5. 	 Royal Mines hold options to acquire a 7/8th
        undivided interest in 24 mineral claims located in Clark County,
        Nevada as follows:






  	MINERAL CLAIM NAME 	LOCATION 	SECTION 	TOWNSHIP / RANGE 	SERIAL NUMBER 
	             P.V. RED
        21 	   NW 1/4 	         2 	29S / 63E 	924322 
	             P.V. RED
        22 	         NE 	         2 	29S / 63E 	924323 
	             P.V. RED
        23 	       SW 	         2 	29S / 63E 	924324 
	             P.V. RED
        24 	         SE 	         2 	29S / 63E 	924325 
	             P.V. RED
        31 	       NW 	         3 	29S / 63E 	925393 
	             P.V. RED
        32 	         NE 	         3 	29S / 63E 	925394 
	             P.V. RED
        33 	       SW 	         3 	29S / 63E 	925395 
	             P.V. RED
        34 	         SE 	         3 	29S / 63E 	925396 
	           P.V. RED 111 	       NW 	       11 	29S / 63E 	924334 
	           P.V. RED 112 	         NE 	       11 	29S / 63E 	924335 
	           P.V. RED 113 	       SW 	       11 	29S / 63E 	924336 
	           P.V. RED 114 	         SE 	       11 	29S / 63E 	924337 
	           P.V. RED 141 	       NW 	       14 	29S / 63E 	924338 
	           P.V. RED 142 	         NE 	       14 	29S / 63E 	924339 
	           P.V. RED 143 	       SW 	       14 	29S / 63E 	924340 
	           P.V. RED 144 	         SE 	       14 	29S / 63E 	924341 
	           P.V. BRWN 71 	       NW 	         7 	29S / 64E 	924326 
	           P.V. BRWN 73 	       SW 	         7 	29S / 64E 	924327 
	         P.V. BRWN 181 	       NW 	       18 	29S / 64E 	924328 
	         P.V. BRWN 182 	         NE 	       18 	29S / 64E 	924329 
	         P.V. BRWN 183 	       SW 	       18 	29S / 64E 	924330 
	         P.V. BRWN 184 	         SE 	       18 	29S / 64E 	924331 
	         P.V. BRWN 191 	       NW 	       19 	29S / 64E 	924332 
	         P.V. BRWN 192 	         NE 	       19 	29S / 64E 	924333 









SCHEDULE 3.17

  TO THE AGREEMENT AND PLAN OF MERGER 

  AMONG CENTRUS VENTURES INC., ROYAL MINES INC.,

  ROYAL MINES ACQUISITION CORP. AND KEVIN B. EPP



MATERIAL CONTRACTS OF ROYAL MINES

	1. 	 Technology And Asset Purchase Agreement with Robert
        H. Gunnison and New Verde River Mining Co., Inc. dated April 2, 2007;

	 	 
	2. 	 Mineral Option Agreements dated January, 2007 with 12
        claimholders to acquire a 87.5% interest in twenty-four (24) mining claims.
        Each of the twenty-four mining claims is comprised of 160 acres, aggregating
        3,840 acres.

	 	 
	3. 	 The leases described in Schedule 3.16.

	 	 
	4. 	 The employment/consultant agreements described in Schedule
        3.14.