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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to ________

COMMISSION FILE NUMBER 000-52391

ROYAL MINES AND MINERALS CORP.
(Exact name of registrant as specified in its charter)

NEVADA	20-4178322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 112, 2580 Anthem Village Dr.
Henderson, NV	89052
(Address of principal executive offices)	(Zip code)

(702) 588-5973
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of March 9, 2010, the Registrant had 111,785,352 shares of common stock outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended January 31, 2010 are not necessarily indicative of the results that can be expected for the year ending April 30, 2010.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Royal Mines,” and the “Company” mean Royal Mines And Minerals Corp. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

2

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

BALANCE SHEET

(Unaudited)

		As of			As of
		January 31, 2010			April 30, 2009
ASSETS
Current assets
Cash and cash equivalents	$	23,461		$	1,819
Loan Receivable		470,000			-
Total current assets		493,461			1,819
Property and equipment, net		258,666			277,797
Intellectual property, net		160,000			190,000
Mineral properties		35,800			29,000
Other assets		5,500			5,500
Total non-current assets		459,966			502,297
Total assets	$	953,427		$	504,116
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	31,496		$	177,239
Accounts payable - related party		45,000			24,418
NVRM payable		90,000			102,683
Loans payable - related party		45,277			382,569
Loans payable		-			-
Accrued interest - related party		116,223			64,626
Deferred revenue		834			4,583
Current portion of long-term debt		-			-
Total current liabilities		328,830			756,118
Long-term debt		-			-
Total liabilities		328,830			756,118
Commitments and contingencies
Stockholders' equity (deficit)
Common stock, $0.001 par value; 300,000,000 shares       authorized, 111,580,352 and 72,679,852 shares,       respectively, issued and outstanding		111,580			72,680
Preferred stock, $0.001 par value; 100,000,000 shares        authorized, zero shares issued and outstanding		-			-
Additional paid-in capital		9,754,883			7,341,030
Accumulated deficit during exploration stage		(9,241,866	)		(7,665,712	)
Total stockholders' equity (deficit)		624,597			(252,002	)
Total liabilities and stockholders' equity (deficit)	$	953,427		$	504,116

See Accompanying Notes to Financial Statements
F-2

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

														For the Period
														July 13, 2005
														(Date of Inception)
		For the Three Months Ended						For the Nine Months Ended						Through
		January 31, 2010			January 31, 2009			January 31, 2010			January 31, 2009			January 31, 2010
Revenue	$	1,938		$	-		$	45,248		$	-		$	47,448
Operating expenses
Mineral exploration and evaluation expenses		166,097			97,376			614,419			357,935			2,605,929
General and administrative		515,060			407,503			808,441			677,005			6,285,455
Depreciation and amortization		50,065			25,000			146,734			75,000			372,337
Total operating expenses		731,222			529,879			1,569,594			1,109,940			9,263,721
Loss from operations		(729,284	)		(529,879	)		(1,524,346	)		(1,109,940	)		(9,216,273	)
Other income (expense):
Other income		-			-			-			-			94,115
Interest income		-			-			-			-			4,551
Interest expense		(22,492	)		(19,475	)		(51,808	)		(48,547	)		(124,259	)
Total other income (expense)		(22,492	)		(19,475	)		(51,808	)		(48,547	)		(25,593	)
Loss from operations before provision for income taxes		(751,776	)		(549,354	)		(1,576,154	)		(1,158,487	)		(9,241,866	)
Income tax benefit		-			-			-			-			-
Net loss	$	(751,776	)	$	(549,354	)	$	(1,576,154	)	$	(1,158,487	)	$	(9,241,866	)
Loss per common share - basic and diluted: Net loss	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.02	)
Weighted average common shares outstanding - Basic and diluted		81,684,635			46,729,519			78,366,761			46,386,703

See Accompanying Notes to Financial Statements
F-3

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

											Accumulated
											Deficit During			Total
		Common Stock						Additional			Exploration			Stockholders'
		Shares			Amount			Paid-in Capital			Stage			Equity (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	)
Issuance of common stock for cash and subscriptions received,     Reg. S - Private Placement, $0.25 per share		2,482,326			2,482			618,100			-			620,582
Issuance of common stock for cash,    Reg. D - Private Placement, $0.25 per share		3,300,000			3,300			821,700			-			825,000
Issuance of common stock in reverse    acquisition of Centrus Ventures Inc.		13,968,926			13,969			(77,164	)		-			(63,195	)
Issuance of stock options for 4,340,000 shares of common    stock to three officers and five consultants.		-			-			3,583,702			-			3,583,702
Net loss		-			-			-			(5,256,444	)		(5,256,444	)
Balance, April 30, 2008		46,152,252		$	46,152		$	5,525,938		$	(5,948,712	)	$	(376,622	)
Issuace of common stock for cash, Reg. S - Private Placement,    $0.50 per share; with attached warrants exercisable at $0.75 per share		200,000			200			99,800			-			100,000
Issuance of common stock in satisfaction of debt, $0.30 per share,    with attached warrants exercisable at $0.50 per share.		450,760			451			134,777			-			135,228
Issuance of stock options for 5,000,000 shares of common    stock to two officers and nine consultants.		-			-			342,550			-			342,550
Issuace of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		9,140,000			9,140			447,860			-			457,000

See Accompanying Notes to Financial Statements
F-5

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

											Accumulated
											Deficit During			Total
		Common Stock						Additional			Exploration			Stockholders'
		Shares			Amount			Paid-in Capital			Stage			Equity (Deficit)
Issuance of common stock in satisfaction of loans made to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		12,400,000			12,400			607,600			-			620,000
Issuance of common stock in satisfaction of debt, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		1,336,840			1,337			65,505			-			66,842
Issuance of common stock to one officer as compensation    pursuant to the management consulting agreement.		3,000,000			3,000			117,000			-			120,000
Net loss		-			-			-			(1,717,000	)		(1,717,000	)
Balance, April 30, 2009		72,679,852		$	72,680		$	7,341,030		$	(7,665,712	)	$	(252,002	)
Issuance of common stock in satisfaction of loans made to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		2,000,000			2,000			98,000			-			100,000
Issuance of common stock in satisfaction of debt, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		500,000			500			24,500			-			25,000
Issuance of common stock for warrants excercised, $0.10 per share,    in satisfaction of debt for legal services.		295,000			295			29,205			-			29,500
Issuance of common stock for options excercised, $0.05 per share,    in satisfaction of debt for legal services.		750,000			750			36,750			-			37,500
Issuance of common stock to investor relations services firm    pursuant to terms of consulting agreement.		1,500,000			1,500			-			-			1,500
Issuance of common stock in satisfaction of loans to the Company,    $0.10 per share, with attached warrants excercisable at $0.20 per share.		3,500,000			3,500			346,500			-			350,000
Issuance of stock options for 7,000,000 shares of common    stock to two directors and nine consultants.		-			-			391,478			-			391,478
Issuance of common stock for options excercised, $0.05 per share,     in satisfaction of debt for legal services.		900,000			900			44,100			-			45,000
Issuance of common stock in satisfaction of loans to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		19,400,000			19,400			950,600			-			970,000
Issuace of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		8,280,000			8,280			405,720			-			414,000
Issuance of common stock in satisfaction of debt, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		1,775,500			1,775			87,000			-			88,775
Net loss		-			-			-			(1,576,154	)		(1,576,154	)
Balance, January 31, 2010		111,580,352		$	111,580		$	9,754,883		$	(9,241,866	)	$	624,597

See Accompanying Notes to Financial Statements
F-5

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

								For the Period
								July 13, 2005
								(Date of Inception)
		For the Nine Months Ended						Through
		January 31, 2010			January 31, 2009			January 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,576,154	)	$	(1,158,487	)	$	(9,241,866	)
Adjustments to reconcile loss from operating       to net cash used in operating activities:
Depreciation and amortization		146,733			75,000			372,336
Stock based expenses		223,702			178,126			1,095,448
Stock based expenses - related party		167,776			164,424			3,342,282
Changes in operating assets and liabilities:								-
Other current assets and liabilities		(16,433	)		(46,552	)		(11,850	)
Other assets		-			-			(5,500	)
Loan receivable		(470,000	)		-			(470,000	)
Accounts payable and accrued interest		(28,742	)		128,195			508,862
Accounts payable and accrued interest- related party		127,179			247,282			203,113
Net cash used in operating activities		(1,425,939	)		(412,012	)		(4,207,175	)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid on mineral property claims		(6,800	)		(6,500	)		(25,300	)
Cash acquired on reverse merger		-			-			2,306
Purchase of fixed assets		(97,603	)		-			(591,003	)
Net cash used in investing activities		(104,403	)		(6,500	)		(613,997	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		415,500			100,000			2,813,581
Share subscriptions		-			271,000			-
Proceeds / (Payments) on long-term debt		-			(3,841	)		-
Proceeds / (Payments) on borrowings		1,136,484			142,020			2,031,052
Net cash provided by financing activities		1,551,984			509,179			4,844,633
NET CHANGE IN CASH		21,642			90,667			23,461
CASH AT BEGINNING OF PERIOD		1,819			9,794			-
CASH AT END OF PERIOD	$	23,461		$	100,461		$	23,461
SUPPLEMENTAL INFORMATION
Interest Paid	$	1,093		$	428		$	3,833
Income Taxes Paid	$	-		$	-		$	-
SUPPLEMENTARY DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of intellectual property for stock	$	-		$	-		$	200,000
Acquisition of mineral property for stock	$	-		$	-		$	10,500
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	-		$	(63,195	)
Stock issued in satisfaction of debt	$	225,775		$	135,228		$	427,845
Stock issued in satisfaction of loans made to the Company	$	1,420,000					$	2,040,000
Stock issued as compensation	$	-		$	-		$	120,000

See Accompanying Notes to Financial Statements
F-6

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

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.

Description of Business – The Company is considered an exploration stage company. The Company's primary objectives are to 1) commercially extract and refine precious and base metals from others and its own mining assets, 2) joint venture, acquire and develop projects in North America, and 3) generate ongoing revenues from the licensing of its proprietary, environmentally-friendly lixiviation process. The Company has not yet realized significant revenues from its primary objectives.

History – The Company was incorporated on December 14, 2005 under the laws of the State of Nevada. On June 13, 2007, the Company incorporated a wholly-owned subsidiary, Royal Mines Acquisition Corp., in the state of Nevada.

On October 5, 2007, Centrus Ventures Inc. (Centrus) completed the acquisition of Royal Mines Inc. (“Royal Mines”). The acquisition of Royal Mines was completed by way of a “triangular merger” pursuant to the provisions of the Agreement and Plan of Merger dated September 24, 2007 (the “First Merger Agreement”) among Centrus, Royal Mines Acquisition Corp. (“Centrus Sub”), a wholly owned subsidiary of Centrus, Royal Mines and Kevin B. Epp, the former sole executive officer and director of Centrus. On October 5, 2007, under the terms of the First Merger Agreement, Royal Mines was merged with and into Centrus Sub, with Centrus Sub continuing as the surviving corporation (the “First Merger”).

On October 6, 2007, a second merger was completed pursuant to an Agreement and Plan of Merger dated October 6, 2007 (the “Second Merger Agreement”) between Centrus and its wholly owned subsidiary, Centrus Sub, whereby Centrus Sub was merged with and into Centrus, with Centrus continuing as the surviving corporation (the “Second Merger”). As part of the Second Merger, Centrus changed its name from “Centrus Ventures Inc.” to “Royal Mines And Minerals Corp.”(“the Company”). Other than the name change, no amendments were made to the Articles of Incorporation.

Under the terms and conditions of the First Merger Agreement, each share of Royal Mines’ common stock issued and outstanding immediately prior to the completion of the First Merger was converted into one share of Centrus’ common stock. As a result, a total of 32,183,326 shares of Centrus common stock were issued to former stockholders of Royal Mines. In addition, Mr. Epp surrendered 23,500,000 shares of Centrus common stock for cancellation in consideration of payment by Centrus of $0.001 per share for an aggregate consideration of $23,500. As a result, upon completion of the First Merger, the former stockholders of Royal Mines owned approximately 69.7% of the issued and outstanding common stock.

As such, Royal Mines is deemed to be the acquiring enterprise for financial reporting purposes. All acquired assets and liabilities of Centrus were recorded at fair value on the date of the acquisition, as required by the purchase method of accounting, and the tangible net liabilities were debited against equity of the Company. There are no continuing operations of Centrus from the date of acquisition.

Going Concern - As of January 31, 2010, the Company incurred cumulative net losses of approximately $9,241,866 from operations and has working capital of $164,631. The Company is still in the exploration stage and has not fully commenced its mining and metals extraction processing operations, raising substantial doubt about its ability to continue as a going concern.

F-7

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

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 objectives. 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.

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.

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 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.

Mineral Property Rights – The Company capitalizes acquisition and option costs of mineral property rights in accordance with Emerging Issues Task Force (EITF) abstract 04-02. 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.

Impairment of Long-Lived Assets – The Company evaluates the carrying value of acquired mineral property rights in accordance with EITF 04-03, “Mining Assets: Impairment and Business Combinations,” using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

The Company reviews and evaluates long-lived assets for impairment 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.

F-8

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

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 the Company’s ability to achieve forecasted production schedules from proven and probable 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. The Company is not exposed to significant interest or credit risk arising from these financial instruments.

Revenue Recognition – Revenues from processing ore are recognized when services are completed and billed. Revenue from licensing our technology is recognized over the term of the license agreement. 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 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. Common stock equivalents, which include stock options and warrants to purchase common stock, that were not included in the computations of diluted earnings per share because the effect would be antidilutive were 68,938,100 and 9,890,760 on January 31, 2010 and January 31, 2009, respectively

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

F-9

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

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.

On July 13, 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provision of FIN 48 on April 30, 2007, which did not have any impact on the financial statements.

For acquired properties that do not constitute a business as defined in Emerging Issues Task Force Issue No. 98-03 (“EITF 98-03”), “Determining Whether a Nonmonetary Transaction Involves Receipt of Productive Assets or of a Business”, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with EITF 98-11 “Accounting for Acquired Temporary Differences in Certain Purchase Transactions That Are Not Accounted for as Business Combinations” and SFAS 109, and is reflected as an increase to the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.

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 – On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted

F-10

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after April 30, 2006.

New Accounting Pronouncements – The Financial Accounting Standards Board (FASB) has issued FASB Statement No. 168, The “FASB Accounting Standards Codification ^TM ” and the Hierarchy of Generally Accepted Accounting Principles. Statement 168 establishes the FASB Accounting Standards Codification ^TM (Codification) as the single source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. Statement 168 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009.

The FASB has issued FASB Statement No. 167, “Amendment to FASB Interpretation No. 46(R)”. Statement 167 is a revision to FASB Interpretation No. 46 (Revised December 2003), ‘Consolidation of Variable Interest Entities”, and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. Statement 167 will require a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. Statement 167 will be effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity. Adoption of this statement is not expected to have a material impact on the Company’s financial statements.

The FASB has issued FASB Statement No. 166, “Accounting for Transfers of Financial Assets”. Statement 166 is a revision to FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities”, and will require more information about transfers of financial assets, including securitization transactions, and where entities have continuing exposure to the risk related to the transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity”, changes the requirements for derecognizing financial assets, and requires additional disclosures. Statement 166 enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets and an entity’s continuing involvement in transferred financial assets. Statement 166 will be effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or January 1, 2010, for a calendar year-end entity. Adoption of this statement is not expected to have a material impact on the Company’s financial statements.

The FASB has issued FASB Statement No. 165, “Subsequent Events”. Statement 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet but before financial statements are issued or are available to be issued. Specifically, Statements 165 provides: (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Statement 165 is effective for interim or annual financial periods ending after June 15,

F-11

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

2009, and shall be applied prospectively. The required disclosures of this statement have been incorporated into the Company’s financial statements.

In April 2009, FASB Staff Position (FSP) No. FAS 107-1 and APB 28-1 was issued to amend SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting period as well as in annual financial statements. This FSP also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FSP No. 107-1 and APB 28-1 is effective for interim reporting period ending after June 15, 2009. Adoption of this guidance did not have a material impact on the Company’s financial statements.

In April 2009, FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly”, was issued to provide additional guidance for estimating the fair value in accordance with SFAS No. 157, “Fair Value Measurements”, when the volume and level of activity for the asset or liability have significantly decreased. This FSP also provides guidance on identifying circumstances that indicate a transaction is not orderly. FSP No. FAS 157-4 is effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively. Adoption of this guidance did not have a material impact on the Company’s financial statements.

In April 2009, FSP No. FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies”. This FSP amends the guidance in FASB Statement No. 141 to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value of such asset or liability cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with FASB Statement No. 5, “Accounting for Contingencies”, and FASB Interpretation (FIN) No. 14, “Reasonable Estimation of the Amount of a Loss”. This FSP eliminates the requirements to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date. This FSP also requires that contingent consideration arrangements of an acquiree assumed by the acquirer in a business combination be treated as contingent consideration of the acquirer and should be initially and subsequently measured at fair value in accordance with Statement 141R. This FSP is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement had little or no effect on the Company’s financial position, results of operations, and disclosures.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Post-Retirement Benefit Plan Assets” (“FSP FAS 132(R)-1”), which amends FASB Statement No. 132 “Employers’ Disclosures about Pensions and Other Post-Retirement Benefits” (“FAS 132”), to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other post-retirement plan. The objective of FSP FAS 132(R)-1 is to require more detailed disclosures about employers’ plan assets, including employers’ investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair value of plan assets. FSP FAS 132(R)-1 is effective for the Company’s fiscal year beginning May 1, 2009. Upon initial application, the provisions of this FSP are not required for earlier periods that are presented for comparative purposes. The Company does not currently have a benefit pension or any post-retirement benefit plans and the Company has determined that the adoption of this statement will have little or no effect on the Company’s financial position, results of operations, and disclosures.

F-12

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

In November 2008, the EITF reached consensus on Issue No. 08-6, “Equity Method Investment Accounting Considerations” (“EITF 08-6”), which clarifies the accounting for certain transactions and impairment considerations involving equity method investments. The intent of EITF 08-6 is to provide guidance on (i) determining the initial carrying value of an equity method investment, (ii) performing an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment, (iii) accounting for an equity method investee’s issuance of shares, and (iv) accounting for a change in an investment from the equity method to the cost method. EITF 08-6 is effective for the Company’s fiscal year beginning May 1, 2009 and is to be applied prospectively. The Company determined that the adoption of EITF 08-6 will have little or no effect on the Company’s financial position, results of operations, and disclosures..

In June 2008, the EITF reached consensus on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”). EITF 07-5 is effective for the Company’s fiscal years beginning May 1, 2009. Early adoption for an existing instrument is not permitted. The Company determined the adoption of EITF 07-5 will have little or no effect on the Company’s financial position or results of operations.

The FASB issued FASB Staff Position (FSP) FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for that Asset Is Not Active”. The FSP clarifies the application of SFAS No. 157, “Fair Value Measurements”, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The FSP is effective October 10, 2008, and for prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application should be accounted for as a change in accounting estimate following the guidance in SFAS No. 154, “Accounting Changes and Error Corrections”. However, the disclosure provisions in SFAS No. 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation techniques or its application. The Company has determined that the adoption of this statement will have little or no effect on the Company’s financial position, results of operations, and disclosures.

In May 2008, the FASB issued SFAS No. 162, “Hierarchy of Generally Accepted Accounting Principles”. This statement is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement will be effective 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendment to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company has determined that the adoption of this statement will have little or no effect on the Company’s financial position, results of operations, and disclosures.

In May 2008, the FASB issued FSP No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 applies to convertible debt instruments that, by their stated terms, may be settled in cash (or other assets) upon conversion, including partial cash settlement, unless the embedded conversion option is required to be separately accounted for as a derivative under FAS 133. Convertible debt instruments within the scope of FSP APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that the liability and equity components of convertible debt instruments within the scope of FSP APB 14-1 be separately accounted for in a manner that reflects the entity’s nonconvertible debt borrowing rate. This requires an allocation of the convertible debt proceeds between the liability component and the embedded conversion option (i.e., the equity component).

F-13

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

The difference between the principal amount of the debt and the amount of the proceeds allocated to the liability component will be reported as a debt discount and subsequently amortized to earnings over the instrument’s expected life using the effective interest method. FSP APB 14-1 is effective for the Company’s fiscal year beginning May 1, 2009 and will be applied retrospectively to all periods presented. The Company does not currently have convertible debt instruments and the Company has determined that the adoption of this statement will have little or no effect on the Company’s financial position, results of operations, and disclosures.

In April 2008, the FASB issued FSP No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”) which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets” (“FAS 142”). The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141, “Business Combinations” (“FAS 141”). FSP 142-3 is effective for the Company’s fiscal year beginning May 1, 2009 and will be applied prospectively to intangible assets acquired after the effective date. The Company does not expect the adoption of FSP 142-3 to have an impact on the Company’s financial position, results of operations or cash flows.

On March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has determined that the adoption of this statement will have little or no effect on the Company’s financial position, results of operations, and disclosures.

In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”). FSP FAS 157-2 delayed the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The provisions of FSP FAS 157-2 are effective for the Company’s fiscal year beginning May 1, 2009. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for the Company’s fiscal year beginning May 1, 2009 and is to be applied prospectively. This statement will impact how the Company accounts for future business combinations and the Company’s future financial position, results of operations and cash flows.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” which establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS No. 160 is effective for the Company’s fiscal year beginning May 1, 2009.

F-14

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

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

The Company is evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations and cash flows.

2.	LOAN RECEIVABLE
	Between October 8, 2009 and January 31, 2010, the Company advanced $470,000 to Golden Anvil, in accordance with the toll processing agreement dated December 3, 2009, bearing no interest and secured by Golden Anvil’s interest in shipments of concentrate, their land and their facilities.
3.	PROPERTY AND EQUIPMENT
	Property and equipment consists of the following:

			As of			As of
			January 31, 2010			April 30, 2009
	Process, lab and office equipment	$	411,734		$	348,000
	Site Equipment		179,269			145,400
	Less: accumulated depreciation		332,337			215,603
		$	258,666		$	277,797

4.	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 lixiviation of metals from ore utilizing thiourea stabilization (“Intellectual Property”). The equipment and intellectual property were acquired with the issuance 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 remaining cash payment balance of $90,000 (NVRM Payable) will be fully paid on or before June 30, 2010. 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 and will be amortized quarterly on a straight-line basis over a 5 year period starting with the recognition of revenue from the licensing of the Company’s technology. The Company recorded $30,000 and zero of amortization expense for the nine months ended January 31, 2010 and 2009, respectively.
5.	MINERAL PROPERTIES
	As of January 31, 2010 and April 30, 2009, mineral properties totaling $35,800 and $29,000, respectively, consist of twenty-one (21) mining claims located south of Searchlight, Nevada in the Piute Valley. On January 28, 2007, the Company entered into mineral option agreements to acquire an 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, with 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 if the Company wishes to acquire legal interest to the mining claims. The transaction was valued at an agreed upon price of $10,500. Annual renewal fees are capitalized. Each mining claim is comprised of 160 acres. In August 2008 the Company did not pay the renewal fee on four (4) of the mining claims after confirming title to the claims were void due to not being properly located and being subject to prior segregation.

F-15

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

5.	MINERAL PROPERTIES (continued)
	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 a one-time signing bonus of $5,000 upon execution of the agreement and pays a $4,000 rental fee each August. The Company will also pay an annual royalty equal to five (5) percent of the net profit from any mining production on the property.
	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.
6.	ACCOUNTS PAYABLE - RELATED PARTY
	As of January 31, 2010 and April 30, 2009, accounts payable – related party consisted of $45,000 and $24,418, respectively, due to directors and officers of the Company for consulting fees and reimbursable expenses.
7.	NVRM PAYABLE
	As of January 31, 2010 and April 30, 2009, NVRM payable consists of $90,000 and $102,683, respectively, payable to New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above (see Note 3). Mr. Gunnison signed an extension agreement extending the payment deadline to June 30, 2010. As a condition of the extension, the payable will bear 6% interest annually.
8.	LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTY
	As of January 31, 2010 and April 30, 2009, loans payable of $45,277 and $382,569, respectively, consists of borrowings, directly and indirectly, from two directors and one affiliate (5% or greater beneficial owner) of the Company. The balances bear 10% interest, are unsecured and are due on demand. As of January 31, 2010 and April 30, 2009, accrued interest – related party was $116,223 and $64,626, respectively.
9.	COMMITMENTS AND CONTINGENCIES
	Lease obligations – The Company has operating leases for its corporate office and plant facility. Future minimum lease payments under the operating leases as of January 31, 2010 are as follows:

Legal proceedings – The Company is not a party to any legal proceeding and, to our knowledge, no other legal proceedings are pending, threatened or contemplated.

F-16

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

10.	STOCKHOLDERS’ EQUITY
	Common and Preferred Stock:
	As of January 31, 2009 and April 30, 2009, there were 111,850,352 and 72,679,852 shares of common stock outstanding and zero and zero shares of preferred stock outstanding, respectively. 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.
	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.
	h)	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.
	i)	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.
	j)	On October 5, 2007, the Company issued 13,968,926 shares of common stock in the reverse acquisition of Centrus Ventures Inc.
	k)	On September 3, 2008, the Company completed a private placement of 200,000 units at a price of $0.50 per unit for total proceeds of $100,000. Each unit is comprised of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional share of common stock at a price of $0.75 per share for a period ending September 2, 2010.
	l)	On November 15, 2008, under the terms of a settlement agreement, the Company issued 450,760 units at a price of $0.30 per unit, with each unit consisting of one common share and one share purchase warrant of the Company. Each warrant is exercisable to purchase an additional common share at a price of $0.50 per share for a period of two (2) years from the date of issuance. The units were issued pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933.

F-17

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

10.	STOCKHOLDERS’ EQUITY (continued)
	m)	On February 24, 2009, the Company issued 9,140,000 units for $457,000 in cash, 12,400,000 units for $620,000 ($400,000 from one director) in loans made to the Company and 1,336,840 units to retire $65,505 in corporate indebtedness under three separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share. The Company also entered into a management consulting agreement with an officer of the Company, and pursuant to the terms of the agreement issued an aggregate of 3,000,000 restricted shares of its common stock.
	n)	On July 16, 2009, the Company issued 2,000,000 units for $100,000 in loans made to the Company and 500,000 units to retire $25,000 in corporate indebtedness for consulting services under two separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share.
	o)	On August 4, 2009, the Company issued 295,000 shares of common stock for warrants exercised at $0.10 per share in satisfaction of debt for legal services.
	p)	On August 4, 2009, the Company issued 750,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
	q)	On August 14, 2009, the Company issued 1,500,000 shares of common stock to an investor relations services firm pursuant to the terms of the consulting agreement.
	r)	On August 18, 2009, the Company issued 3,500,000 units, for $350,000 in loans made to the Company by one director, at a price of $0.10 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.20 per share for a period of two years from the date of issue.
	s)	On December 15, 2009, the Company issued 900,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
	t)	On January 31, 2010, the Company issued 19,400,000 units for $970,000 ($900,000 from one director) in loans made to the Company, 8,280,000 units for $414,000 in cash and 1,775,500 units to retire $88,775 in corporate indebtedness, at a price of $0.10 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.20 per share for a period of two years from the date of issue.
11.	STOCK INCENTIVE PLANS
	2010 Stock Incentive Plan - Effective December 7, 2009, the Company adopted the 2010 Stock Incentive Plan (the “2010 Plan"). The 2010 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 10,000,000 shares of the Company’s common stock are available for issuance under the 2010 Plan. However, the Company may increase the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2010 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2010 Plan shall at no time be greater than 12.5% of the total number of shares of common stock outstanding.

F-18

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

11.	STOCK INCENTIVE PLANS (continued)

On December 8, 2009, the Company granted non-qualified stock options under the 2010 Plan for the purchase of 7,000,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire December 7, 2011. As of January 31, 2010, 900,000 options under the 2010 Plan have been exercised.

From the date of inception through January 31, 2010, compensation expense related to the granting of stock options under the 2010 Plan was $391,478 and is included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 1.00%, volatility of 252%, estimated life of 2 years and closing stock price of $0.06 per share on the date of grant.

2009 Stock Incentive Plan - Effective January 12, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan"). The 2009 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 5,000,000 shares of the Company’s common stock are available for issuance under the 2009 Plan.

On January 16, 2009, the Company granted non-qualified stock options under the 2009 Plan for the purchase of 5,000,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire January 15, 2011. As of January 31, 2010, 750,000 options under the 2009 Plan have been exercised.

From the date of inception through January 31, 2010, compensation expense related to the granting of stock options under the 2009 Plan was $342,550 and is included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 1.00%, volatility of 316%, estimated life of 2 years and closing stock price of $0.07 per share on the date of grant.

Effective December 7, 2009, the Company suspended the 2009 Plan. No new options may be granted under the 2009 Plan and the 2009 Plan will be terminated once all outstanding options granted under the 2009 Plan have been exercised, expired or otherwise terminated.

2008 Stock Incentive Plan - Effective February 1, 2008, the Company adopted the 2008 Stock Incentive Plan (the “2008 Plan"). The 2008 Plan allowed the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 4,600,000 shares of the Company’s common stock are available for issuance under the 2008 Plan.

On February 1, 2008, the Company granted non-qualified stock options under the 2008 Plan for the purchase of 4,340,000 shares of common stock at $0.74 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire January 31, 2010. As of January 31, 2010 all 4,340,000 stock options expired without exercise.

From the date of inception through January 31, 2010, compensation expense related to the granting of stock options under the 2008 Plan was $3,583,702 and is included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 4.50%, volatility of 107%, estimated life of 2 years and closing stock price of $1.22 per share on the date of grant.

F-19

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2010

12.	RELATED PARTY TRANSACTIONS

For the three months ended January 31, 2010 and 2009, the Company incurred $81,000 and $51,000, respectively, in consulting fees expense from companies with a common director or officer. For the nine months ended January 31, 2010 and 2009, the Company incurred $243,000 and $228,000, respectively, in consulting fees expense from companies with a common director or officer.

F-20

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II –Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, Quarterly Reports and Current Reports, that we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

OVERVIEW

We were incorporated on December 14, 2005 under the laws of the State of Nevada. We are an exploration stage company and our primary objectives are to: (i) commercially extract and refine precious metals from mined ore at our Phoenix Facility; (ii) joint venture, acquire and develop mining projects in North America; and (iii) generate ongoing revenues from the licensing of our proprietary, environmentally-friendly lixiviation.

We are focusing our business on toll processing mined ore for third party mining companies at our processing and refining plant located in Phoenix, Arizona (the “Phoenix Facility”). Our Phoenix Facility is a compact, modular, cost efficient, turn-key operation, with a capacity to process up to 10 tons per day. In processing ore at our Phoenix Facility, we utilize our environmentally friendly proprietary technology for the lixiviation of minerals using thiourea stabilization (the “Lixiviation Technology”). The use of thiourea stabilization is more environmentally friendly than cyanide or sulfuric acid, which have traditionally been used for this purpose.

We continued to earn revenues, although minimal, from the processing of ore at our Phoenix Facility during the nine months ended January 31, 2010. On December 3, 2009, we entered into a Toll Process Agreement with Golden Anvil, SA de CV (“Golden Anvil”), a company which we previously entered into a Letter of Intent with respect to a proposed 50/50 joint venture. We are continuing our due diligence of the Golden Anvil project in order to form a proposed 50/50 joint venture with Golden Anvil. The details of the Letter of Intent and Toll Processing Agreement are set out under the heading “Golden Anvil” below.

We also plan to engage in the exploration and development of our Piute Valley Property located in Clark County, Nevada. Our Piute Valley Property is a potential gold project that consists of a mineral lease covering 20.61 acres of patented claims (the “Smith Lease”) and an option to acquire a 7/8^th interest in 20 unpatented claims (the “BLM Claims”) located near the Smith Lease. Each BLM Claim is comprised of 160 acres.

We are actively seeking to enter into agreements to license our Lixiviation Technology to third parties and we are also seeking to enter into joint ventures with third parties to explore and develop additional mining projects. There are no assurances that we will be able to license our Lixiviation Technology or enter into joint ventures for the exploration and development of additional mining projects.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred since our fiscal quarter ended October 31, 2009:

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1.	Golden Anvil Toll Processing Agreement. On December 4, 2009, we entered into a toll processing agreement dated for reference December 3, 2009 (the “Toll Processing Agreement”) with Golden Anvil. The details of the Toll Processing Agreement are set out under the heading “Golden Anvil” below.
2.	Adoption of 2010 Stock Incentive Plan. On December 7, 2009, our Board of Directors adopted our 2010 Stock Incentive Plan (the “2010 Plan”). The 2010 Plan allows us to grant options to our officers, directors and employees. In addition, we may grant options to individuals who act as consultants for us, so long as those consultants do not provide services connected to the offer or sale of our securities in capital raising transactions and do not directly or indirectly promote or maintain a market for our securities.
	A total of 10,000,000 shares of our common stock are available for issuance under the 2010 Plan. However, our Board of Directors may increase the maximum aggregate number of shares of our common stock that may be optioned or sold under the 2010 Plan provided that the maximum aggregate number of shares of common stock that may be optioned and sold under the plan shall at no time be greater than 12.5% of the total number of shares of common stock outstanding.
	The 2010 Plan provides for the grant of incentive stock and non-qualified stock options. Incentive stock options granted under the 2010 Plan are those intended to qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code. However, in order to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, the 2010 Plan must be approved by our stockholders within 12 months of its adoption. The 2010 has not been approved by our stockholders. Non-qualified stock options granted under the 2010 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.
3.	Grant of Stock Options. On December 8, 2009, we granted non-qualified stock options to acquire an aggregate of 7,000,000 shares of our stock under our 2010 Plan to our various officers, directors and consultants. Each grant of options is for a two year term with an exercise price of $0.05 per share. Of the 7,000,000 granted, 3,000,000 were issued to our executive officers and directors and the remaining 4,000,000 were issued to various employees, consultants and advisors.
4.	On January 31, 2010, we issued an aggregate of 29,455,500 Units (the "Units") at a price of $0.05 per Unit in separate concurrent private placement offerings for aggregate proceeds of $1,472,775. Each Unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of our common stock at an exercise price of $0.10 for a two year period from the date of issuance.
	US Private Placement
	We issued an aggregate of 1,600,000 Units for cash proceeds of $50,000 and to settle outstanding indebtedness of $30,000. The issuances were completed pursuant to the provisions of Rule 506 of Regulation D of the United States Securities Act of 1933, as amended (the “Act”). Each subscriber represented that they were an accredited investor as defined under Regulation D of the Act.
	This issuance represents a portion of a $300,000 US Private Placement offering approved by our Board of Directors. There are no assurances that the remainder of the US Private Placement offering will be completed.
	Foreign Private Placement
	We issued an aggregate of 3,855,500 Units for cash proceeds of $114,000 and to settle outstanding indebtedness of $78,775, of which $70,000 was a loan payable and $8,775 were accounts payable. The issuances were completed pursuant to the provisions of Regulation S of the Act. We did not engage in a distribution of this offering in the United States. Each of the subscribers represented that they were not “US persons” as defined in Regulation S of the Act and that they were not acquiring the shares for the account or benefit of a US person.

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	This issuance represents a portion of a $200,000 Foreign Private Placement offering approved by our Board of Directors. There are no assurances that the remainder of the Foreign Private Placement offering will be completed.
	Section 4(2) Private Placement
	We issued an aggregate of 24,000,000 Units for cash proceeds of $350,000 and to settle outstanding indebtedness of $850,000, of which $845,000 were loans payable and $5,000 were accounts payable. The issuances were completed pursuant to the provisions of Section 4(2) of the Act.
	This issuance represents a portion of a $1,500,000 Section 4(2) Private Placement offering approved by our Board of Directors. There are no assurances that the remainder of the Section 4(2) private placement offering will be completed.
	The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.
5.	On March 12, 2010, we entered into an extension agreement dated for reference February 15, 2010 with Golden Anvil pursuant to which we have further extended the date of due diligence period (the “Due Diligence Period”) under the Letter of Intent until April 30, 2010. This Due Diligence Period was previously extended to February 15, 2010 under the Toll Processing Agreement dated for reference December 3, 2009.

PHOENIX FACILITY AND LIXIVIATION TECHNOLOGY

We acquired our interest in the Lixiviation Technology and our Phoenix Facility on April 2, 2007 under the terms of a Technology and Asset Purchase Agreement (the “Technology Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison. In consideration of the Lixiviation Technology and the Phoenix Facility, we paid and issued the following:

	(a)	$300,000 to New Verde for the purchase of the equipment within the Phoenix Facility as follows:
		(i)	$175,000 upon execution of the Technology Agreement (which amount has been paid); and
		(ii)	$125,000 of which $90,000 is outstanding.
	(b)	issued 2,000,000 shares to Mr. Gunnison for the Lixiviation Technology.

Concurrent with the acquisition of the Lixiviation Technology and the Phoenix Facility, we entered into an Employment Agreement dated April 2, 2007 (the “Employment Agreement”) with Robert H. Gunnison whereby Mr. Gunnison agreed to act as our Production Manager commencing on April 2, 2008. In consideration of Mr. Gunnison’s services, we pay Mr. Gunnison a salary of $120,000 per annum.

On March 13, 2009, we entered into the Payment Extension and License Agreement with New Verde and Mr. Gunnison whereby New Verde and Mr. Gunnison agreed to extend the deadline for the balance owed to New Verde to June 30, 2010. In consideration of the extension, we agreed to pay interest at 6% per annum on the balance owing to New Verde. We also agreed to grant New Verde and Mr. Gunnison a non-exclusive worldwide license on the Technology (the “License”). The License will only take effect in the event of the termination of the employment agreement between Mr. Gunnison and the Company. New Verde and Mr. Gunnison will not be permitted to assign or sub-license without our prior written approval.

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Our Phoenix Facility is an industrial building of approximately 9,809 square feet located in Phoenix, Arizona. The Phoenix Facility is designed as a compact, modular, cost efficient, turn-key operation, with a capacity of processing 10 tons of ore per day. In processing ore at our Phoenix Facility, we utilize our Lixiviation Technology, being a closed loop, zero liquid discharge, leach extraction process. Below is a basic diagram on the processing of ore at our Phoenix Facility.

THE PIUTE VALLEY PROPERTY

The Piute Valley Property is a potential gold project consisting of the Smith Lease and the BLM Claims. We intend to focus our operations on the Smith Lease based on its development and status.

The Smith Lease is a leased patented mineral claim covering approximately 20.61 acres located in Clark County, Nevada. We acquired our interest in the Smith Lease upon entering into a Restatement and Amendment to Lease Agreement dated April 12, 2007 (the “Lease Agreement”) with Erline Y. Smith, Trustee, Erline Y. Smith Trust and Lawana Hooper (collectively referred to as the “Lessors”). Under the terms of the Lease Agreement, we were granted the right to explore, and if proved feasible, develop the Smith Lease. These rights were granted as a lease for a term of 20 years. As consideration for the Smith Lease, we agreed to do the following:

	(a)	pay $5,000 to the Lessors upon execution of the Lease Agreement (which amount has been paid);
	(b)	pay an annual rental fee of $1,000 to the Lessors per each five acre parcel of the Smith Lease (we have paid the annual rental fee through August 9, 2010); and
	(c)	pay an annual royalty equal to five percent of “net smelting profit” from production. Net smelting profit is defined as the net profit derived from the sale of metals and minerals produced from the Smith Lease.

In addition to the Smith Lease, our BLM Claims consist of an option to acquire a 7/8^th undivided interest in 20 mineral claims, covering approximately 3,200 acres located in Clark County, Nevada. Readers are cautioned that eight of the BLM Claims appear to be invalid due to conflicts with patented claims or more senior claims. We are investigating this further in order to determine the exact extent of the conflict with these claims.

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Under the terms of various option agreements entered into in January 2007 (the “Option Agreements”) with certain optionors (the “Optionors”), we are required to issue to the Optionors the following consideration in order to maintain and exercise our option on the BLM Claims:

	(a)	1,050,000 shares of common stock on execution of the Option Agreements (which shares have been issued);
	(b)	an additional 420,000 shares of common stock on the fifth anniversary of the Option Agreements; and
	(c)	an additional 210,000 shares of common stock on the tenth anniversary of the Option Agreements.

GOLDEN ANVIL

Letter of Intent with Golden Anvil

On October 21, 2009, we entered into a letter of intent with Golden Anvil with respect to the formation and funding of a proposed joint venture for the exploration, development and production of gold and silver from mineral concessions (the "Mineral Concessions") owned by Golden Anvil located in the State of Nayarit, Mexico. The Mineral Concessions are currently being mined sporadically at a rate of 50 tons per day. A concentration plant on the Mineral Concessions is currently producing approximately 24 tons of concentrate per month. Concentrates from Golden Anvil are currently being processed at our Phoenix Facility.

Subject to each party satisfactorily completing its due diligence review, the parties intend to enter into a joint venture agreement. The proposed principal terms of the joint venture agreement are as follows:

	(a)	We will acquire a 50% undivided interest in the joint venture by providing funding of $3,000,000 (the "Funding") as follows:
		(i)	$1,500,000 to purchase additional equipment and to refurbish and relocate the concentration plant currently located on the Mineral Concessions to an area with better power and access;
		(ii)	$500,000 for Golden Anvil to pay its current liabilities, late taxes and mining duties; and
		(iii)	$1,000,000 (the "Repurchase Loan") loaned to Golden Anvil, with no interest, to fund the costs of a repurchase of the outstanding shares of Golden Anvil (the "Share Repurchase").
	(b)	Revenue from the joint venture shall be split proportionate to ownership. However, 25% of the share of revenue accruing to Golden Anvil will go towards the payment of the Repurchase Loan until paid in full, and in any event, the Repurchase Loan shall be repaid within 12 months from the date of funding.

Under the terms of the Letter of Intent, we had until December 20, 2009 to complete our due diligence to determine if we wished to proceed with the proposed joint venture. Under the terms of the Toll Processing Agreement dated for reference December 3, 2009, the Due Diligence Period was extended to February 15, 2010. On March 12, 2010, we entered into an extension agreement dated for reference February 15, 2010 with Golden Anvil whereby the Due Diligence Period was further extended to April 30, 2010.

There is no assurance that the proposed transaction will be completed as planned or at all. If we elect to proceed after completion of due diligence, there is no assurance we will be able to obtain the necessary financing.

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Toll processing Agreement with Golden Anvil

On December 4, 2009, we entered into a Toll Processing Agreement dated for reference December 3, 2009 with Golden Anvil. Under the terms of the Toll Processing Agreement, we have agreed to process concentrates delivered by Golden Anvil to our Phoenix Facility for a per ton fee of $500 plus 8% of the value of the precious metals recovered and to loan $400,000 to Golden Anvil, (which amount has been advanced) to pay Golden Anvil’s costs to acquire additional land for relocation of its concentrating facilities, and to fund the relocation and upgrading of Golden Anvil’s ore concentrating facilities (the “Land Purchase and Facilities Relocation Loan”). Our loans will be secured by Golden Anvil’s land and ore concentrating facilities. In addition, concentrates shipped to the Phoenix Facility to date secure an advance of $70,000 previously made to Golden Anvil.

In the event that we are able to consummate our proposed joint venture under the Letter of Intent:

	(a)	the Land Purchase and Facilities Relocation Loan will be considered a portion of our contribution requirement under the proposed joint venture and Golden Anvil will not be required to repay such loans; and
	(b)	all concentrates produced by the joint venture will be shipped to the Phoenix Facility and processed by us on the same terms as the initial shipment and prior shipment until such time as the proposed joint venture may establish its own refining facility in Mexico.

In the event that we are not able to consummate our proposed joint venture under the Letter of Intent:

	(a)	The Land Purchase and Facilities Relocation Loan shall be repaid to us out of 15% of the amounts payable to Golden Anvil in respect of concentrates shipped to the Phoenix Facility; and
	(b)	Golden Anvil will continue to ship to us all concentrates produced by Golden Anvil until one year following the repayment of the Land Purchase and Facilities Relocation Loan.

As of the date of this Quarterly Report, Golden Anvil has delivered 23 tons of concentrates to us.

PLAN OF OPERATION

Our plan of operation over the next twelve months is to focus our financial resources on the continued development of our ore processing business at our Phoenix Facility. We will continue to seek out to enter into ore processing agreements with third party mining companies to process ore at our Phoenix Facility. However, there are no assurances that we will be able to enter into any additional ore processing agreements with third party mining companies on terms acceptable to us or at all.

We anticipate that over the next twelve months our plan of operation for our Phoenix Facility and the Piute Valley Property will consist of:

1.	Upgrading our Phoenix Facility by installing another vibratory drum mill and filter press to increase the process rate at the Phoenix Facility to 2,000 lbs per. We anticipate that we will require $400,000 in order to implement these upgrades at our Phoenix Facility.
2.	Implementing our drilling program of prime targets on the Smith Lease. The implementation of this drilling program may require the filing of a Notice with the Federal Bureau of Land Management. We anticipate that this drilling program will cost approximately $500,000. The completion of this drilling program will depend on obtaining sufficient funds for the drilling and mineral analysis.
3.	Proceeding with the purchase of a larger concentrator to be installed on the Smith Lease, subject to raising substantial financing and having a third party concentration technology evaluate the material

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	from our pilot product test. If we are able to raise financing and purchase a concentrator, of which there is no assurance, we plan to commence the processing of mined material on the property.
4.	Exploring strategic partnerships for the exploration of the additional Piute Valley Property.

As of January 31, 2010, we had cash in the amount of $23,461. Accordingly, we do not have sufficient resources to meet the ongoing costs of our Phoenix Facility, the anticipated costs of completing our plan of operation for our Phoenix Facility, the Smith Lease or meeting the administrative costs of operating our business for the next twelve months. In order to complete our plan of operation, we will be required to obtain substantial financing from the sale of our common stock, of which there is no assurance.

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

		Three Months Ended						Percentage			Nine Months Ended						Percentage
		January 31,			January 31,			Increase /			January 31,			January 31,			Increase /
		2010			2009			(Decrease)			2010			2009			(Decrease)
Revenue	$	1,938		$	-			100%		$	45,248		$	-			100%
Expenses		(731,222	)		(529,879	)		38.0%			(1,569,594	)		(1,109,940	)		41.4%
Other Items		(22,492	)		(19,475	)		15.5%			(51,808	)		(48,547	)		6.7%
Net Loss	$	(751,776	)	$	(549,354	)		36.8%		$	(1,576,154	)	$	(1,158,487	)		36.1%

Revenues

During the nine months ended January 31, 2010, we earned revenues of $45,248. These revenues consisted of $41,498 from the processing of ore at our Phoenix Facility and $3,750 from a licensing fee. We are currently in the exploration stage of our business. We have begun to process ore at our Phoenix Facility; however, our initial income from the use of our Phoenix Facility has been minimal. We can provide no assurances that we will earn significant revenue from the processing of ore at our Phoenix Facility or that we will discover commercially exploitable levels of mineral resources on our Piute Valley Property, or if such resources are discovered, that we will be able to enter into commercial production of our Piute Valley Property.

Expenses

The major components of our operating expenses for the three and nine months ended January 31, 2010 and 2009 are outlined in the table below:

		Three Months Ended						Percentage			Nine Months Ended						Percentage
		January 31,			January			Increase /			January			January 31,			Increase /
		2010			31, 2009			(Decrease)			31, 2010			2009			(Decrease)
Mineral exploration and evaluation expenses	$	166,097		$	97,376			70.6%		$	614,419		$	357,935			71.7%
General and administrative		515,060			407,503			26.4%			808,441			677,005			19.4%
Depreciation and amortization		50,065			25,000			100.3%			146,734			75,000			95.6%
Total Operating Expenses	$	731,222		$	529,879			38.0%		$	1,569,594		$	1,109,940			41.4%

Our operating expenses for the three and nine months ended January 31, 2010 increased as compared to the three and nine months ended January 31, 2009. The increase in our operating expenses primarily relates

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to an increase in mineral exploration and evaluation expenses due to additional consulting and labor expenses incurred at our Phoenix Facility, as well as expenses incurred in connection with our exploration program on the Smith Lease.

Mineral exploration and evaluation expenses primarily consisted of rent, processing extraction costs, consulting fees and labor expenses in connection with our Phoenix Facility, as well as subcontractor costs with our exploration program on the Smith Lease.

Our general and administrative expenses primarily consisted of: (i) stock based expenses of $391,478 and $342,550 recognized for stock options issued in December 2009 and January 2009, respectively; (ii) monthly consulting fees paid to our Chief Executive Officer, Mr. Matheson, to our Chief Financial Officer, Mr. Mitchell and to a member of our Board of Directors, Mr. Boyko; and (iii) legal and accounting fees in connection with meeting our reporting requirements under the Exchange Act.

We anticipate that our operating expenses will increase significantly as we implement our plan of operation for our Phoenix Facility and our Piute Valley Property.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
								Percentage
		At January 31, 2010			At April 30, 2009			Increase / (Decrease)
Current Assets	$	493,461		$	1,819			27028.1%
Current Liabilities		(328,830	)		(756,118	)		(56.5)%
Working Capital Surplus (Deficit)	$	164,631		$	(754,299	)		(121.8)%

Cash Flows
		Nine Months Ended
		January 31, 2010			January 31, 2009
Net Cash Used in Operating Activities	$	(1,425,939	)	$	(412,012	)
Net Cash Used In Investing Activities		(104,403	)		(6,500	)
Net Cash Provided By Financing Activities		1,551,984			509,179
Net Increase (Decrease) in Cash During Period	$	21,642		$	90,667

As at January 31, 2010, we had a working capital surplus of $164,631 as compared to a working capital deficit of $754,299 as at our year ended April 30, 2009. The change from a working capital deficit to a working capital surplus is primarily due to: (i) the recording of loans receivable of $470,000 in connection with amounts advanced to Golden Anvil under the Toll Processing Agreement; and (ii) a decrease in loans payable and accounts payable through a debt settlement offering.

During the nine months ended January 31, 2009, we completed the following equity financings:

1.	We issued an aggregate of 2,500,000 Units to settle outstanding indebtedness of $125,000. Each Unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock at an exercise price of $0.10 US per share until July 15, 2011. Of the 2,500,000 Units issued, we issued 500,000 Units to a director in reliance of Section 4(2) of the Securities Act to settle outstanding indebtedness in the amount of $25,000 owed by us to the director, and we issued 2,000,000 Units to an existing shareholder in reliance of Regulation S of the Securities act to settle outstanding indebtedness in the amount of $100,000 owed by us to the existing shareholder.
2.	We issued 295,000 shares of common stock for warrants exercised at $0.10 per share in satisfaction of debt for legal services. We also issued 750,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.

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3.	We issued 3,500,000 units to settle outstanding indebtedness of $350,000. Each Unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock at an exercise price of $0.20 US per share until August 17, 2011. The units were issued pursuant to Section 4(2) of the Securities Act. The investor is a limited liability company and Mr. Matheson, our Chief Executive Officer, and Mr. Mitchell, our Chief Financial Officer, are each 1/8th managing members of the investor.
4.	On December 15, 2009, we issued 900,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
5.	On January 31, 2010, we issued a total of 29,455,550 units for cash proceeds of $514,000 and to settle outstanding indebtedness of $958,775 as follows:
	(a)	1,600,000 Units for cash proceeds of $50,000 and to settle outstanding indebtedness of $30,000 under the U.S. Private Placement;
	(b)	3,855,500 Units for cash proceeds of $114,000 and to settle outstanding indebtedness of $78,775 of which $70,000 was a loan payable and $8,775 were accounts payable, under the Foreign Private Placement; and
	(c)	24,000,000 Units for cash proceeds of $350,000 and to settle outstanding indebtedness of $850,000, of which $845,000 were loans payable and $5,000 were accounts payable, under the Section 4(2) Private Placement.
	Each unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of our common stock at the exercise price of $0.10 per share until January 30, 2012.

FINANCING REQUIREMENTS

Currently, we do not have sufficient financial resources to complete our plan of operation for the next twelve months. As such, our ability to complete our plan of operation is dependent upon our ability to obtain additional financing in the near term.

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. Our Board of Directors have approved the U.S. Private Placement, Foreign Private Placement and Section 4(2) Private Placement offerings. To date, we have raised cash proceeds and settled indebtedness of $80,000 under the U.S. Private Placement, $192,775 under the Foreign Private Placement and $1,200,000 under the Section 4(2) Private Placement. However, there is no assurance that we will be able to complete the sale of any additional securities under these offerings. Even if we complete the sale of all the securities offered under these private placement offerings, there is no assurance that we will satisfy all of our working capital requirements for the next twelve months or that theses funds will be sufficient to complete our planned exploration or development programs.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

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CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to our interim financial statements included in this Quarterly Report.

Mineral Property Rights – We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents the fair value at the time the mineral rights were 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the Evaluation Date.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

We are not a party to any other legal proceedings and, to our knowledge, no other legal proceedings are pending, threatened or contemplated.

ITEM 1A.

RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

If we do not obtain additional financing, we may not be able to continue our operations at our Phoenix Facility or complete our exploration and development programs on the Piute Valley Property.

As at January 31, 2010, we had cash on hand of $23,461 and accumulated net loss of $9,241,866 since inception. Our plan of operation calls for significant expenses in connection with the operation of our Phoenix Facility and the exploration and development of our Piute Valley Property. If we are unable to raise sufficient financing, there is a substantial risk that we will be unable to meet payments of principal and interest to our creditors and pay our employees. In addition, we will require substantial financing in order to implement our plan of operation over the next twelve months.

Our Board of Directors have approved the U.S. Private Placement, the Foreign Private Placement and the Section 4(2) Private Placement offerings. To date, we have raised cash proceeds and settled indebtedness of $80,000 under the U.S. Private Placement, $192,775 under the Foreign Private Placement and $1,200,000 under the Section 4(2) Private Placement. However, there is no assurance that we will be able to complete the sale of any additional securities under these private placement offerings. Even if we complete the sale of all of the securities offered under these private placement offerings, there is no assurance that this will satisfy all of our working capital requirements for the next twelve months or that these funds will be sufficient to complete our planned exploration and development programs.

Because we are an exploration stage company, we face a high risk of business failure.

We have commenced earning revenues, although minimal, from the processing of ore at our Phoenix Facility. Our primary business activities have involved the acquisition of the Piute Valley Property, the exploration and development on the Piute Valley Property and the commencement of operations at our Phoenix Facility. Potential investors should be aware of the difficulties normally encountered by exploration stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Because we anticipate our operating expenses will increase prior to our earning significant revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses prior to realizing any significant revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the operation of our Phoenix Facility or the exploration and development of our mineral property and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to ever generate any

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operating revenues or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of precious metals on our mineral claims. Exploration for minerals is a speculative venture, necessarily involving substantial risk. The expenditures to be made by us in the upcoming exploration of the mineral claims may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages if and when we conduct mineral exploration activities.

The search for valuable minerals involves numerous hazards. As a result, if and when we conduct exploration activities we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

There is no assurance that our due diligence requirements will be satisfied or that we will be able to reach a joint venture agreement with Golden Anvil under the terms of the Letter of Intent.

There is no assurance that the proposed transaction with Golden Anvil will be completed as planned or at all. We may decide to neither conduct due diligence of Golden Anvil nor proceed with the joint venture agreement with Golden Anvil. Even if we decide to proceed with the joint venture, there is no assurance that we will be able to reach an agreement or that we will have sufficient financing to proceed in a joint venture agreement.

Even if we discover commercial reserves of precious metals on our Piute Valley Property, we may not be able to successfully obtain commercial production.

Our Piute Valley Property does not contain any known bodies of ore. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place those mineral claims into commercial production. At this time, there is a risk that we will not be able to obtain such financing as and when needed.

In order to maintain our rights to the Piute Valley Property, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work on those properties.

In order to maintain our rights to the Piute Valley Property, we will be required to make annual filings with federal and state regulatory authorities. Currently the amount of these fees is minimal; however, these maintenance fees are subject to adjustment. In addition, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on the Piute Valley Property. A failure by us to meet the annual maintenance requirements under federal and state laws could result in the loss of our rights to the Piute Valley Property.

As we undertake exploration of our Piute Valley Property, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several government regulations that materially restrict the exploration of minerals. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

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Certain work to be performed on our mineral projects may require us to apply for permits from federal, state or local regulatory bodies.

If our applications for permits from the relevant regulatory bodies are denied, we may not be able to proceed with our exploration and development programs as disclosed above, which could have a negative effect on our business.

If we receive positive results from our exploration program and we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.

If the results of our geological exploration program indicate commercially exploitable reserves, and we decide to pursue commercial production of our mineral property, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities did not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan and our business will fail.

Our success will largely depend on our ability to hire highly qualified personnel with experience in geological exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Our failure to hire key personnel when needed could have a significant negative effect on our business.

If we complete additional financings through the sale of shares of our common stock, our existing stockholders will experience dilution.

The most likely source of future financing presently available to us is through the issuance of our common stock. The only other anticipated alternative for the financing of further exploration would be the offering by us of an interest in our properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated. Issuing shares of our common stock, for financing purposes or otherwise, will dilute the interests of our existing stockholders.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

Our common stock is considered to be a “penny stock” since it does not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information

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concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Other than as previously disclosed in our Current Reports on Form 8-K, we have not completed any unregistered sales of equity securities during the fiscal quarter ended January 31, 2010.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5.

OTHER INFORMATION.

On March 12, 2010, we entered into an extension agreement dated for reference February 15, 2010 with Golden Anvil pursuant to which we have further extended the date of due diligence period (the “Due Diligence Period”) under the Letter of Intent until April 30, 2010. This Due Diligence Period was previously extended to February 15, 2010 under the Toll Processing Agreement dated for reference December 3, 2009.

ITEM 6.

EXHIBITS.

Exhibit
Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated September 24, 2007 among the Company, Royal Mines Acquisition Corp., Royal Mines Inc. and Kevin B. Epp.(4)
2.2	Agreement and Plan of Merger dated October 6, 2007 between the Company and Royal Mines Acquisition Corp.(5)
3.1	Articles of Incorporation.(1)
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share.(2)
3.3	Bylaws.(1)
3.4	Articles of Merger between the Company and Royal Mines Acquisition Corp.(5)
4.1	Form of Share Certificate.(1)
10.1	Mineral Property Option Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines Inc.(5)
10.2	Mineral Property Option Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines Inc.(5)
10.3	Mineral Property Option Agreement dated January 10, 2007 between James E. Sharp and Royal Mines Inc.(5)
10.4	Mineral Property Option Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc.(5)
10.5	Mineral Property Option Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines Inc.(5)

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Exhibit
Number	Description of Exhibits
10.6	Mineral Property Option Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc.(5)
10.7	Mineral Property Option Agreement dated January 28, 2007 between William Tao and Royal Mines Inc.(5)
10.8	Mineral Property Option Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc.(5)
10.9	Mineral Property Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal Mines Inc.(5)
10.10	Mineral Property Option Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc.(5)
10.11	Mineral Property Option Agreement dated January 28, 2007 between Ron Manarey and Royal Mines Inc.(5)
10.12	Mineral Property Option Agreement dated January 28, 2007 between William Lintz and Royal Mines Inc.(5)
10.13	Technology and Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal Mines Inc.(5)
10.14	Restatement and Amendment to Lease Agreement dated April 12, 2007 among Erline Y. Smith, Trustee, Erline Y. Smith Trust, Lawana Hooper and Royal Mines Inc.(5)
10.15	AV Executive Suites Service Agreement dated September 13, 2007 between Royal Mines Inc. and Anthem Village Executive Suites, LLC.(5)
10.16	Residential Lease Agreement of La Cienega Office.(5)
10.17	Lease Agreement dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc.(5)
10.18	2008 Stock Incentive Plan.(6)
10.19	Non-Qualified Stock Option Agreement between the Company and William C. Tao.(6)
10.20	Non-Qualified Stock Option Agreement between the Company and Jason Mitchell.(6)
10.21	Extension Agreement between the Company and Robert H. Gunnison.(7)
10.22	Settlement Agreement and Mutual Release dated effective November 15, 2008 between the Company and William C. Tao.(8)
10.23	Extension Agreement dated November 18, 2008 between the Company and Robert H. Gunnison.(9)
10.24	2009 Stock Incentive Plan.(10)
10.25	Form of Non-Qualified Stock Option Agreement for Directors and Executive Officers.(10)
10.26	Management Consulting Agreement dated February 24, 2009 between the Company and Jason S. Mitchell.(11)
10.27	Payment Extension and License Agreement dated March 13, 2009 between New Verde River Mining Co., Inc., Robert H. Gunnison and the Company.(12)
10.28	Proprietary Intellectual Property License Agreement dated March 24, 2009 between the Company and Greene Lyon Group, LLC.(13)
10.29	Consulting Agreement dated August 14, 2009 between the Company and Mirador Consulting, Inc.(14)
10.30	Brecheisen License Agreement dated August 12, 2009 between Brecheisen Company, Inc., Keith D. Brecheisen, Lorna J. Brecheisen and the Company.(15)
10.31	Letter of Intent dated October 21, 2009 between the Company and Golden Anvil, SA de CV.(16)
10.32	Toll Processing Agreement dated December 3, 2009 between the Company and Golden Anvil, SA de CV.(17)
10.33	2010 Stock Incentive Plan.(17)

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Exhibit
Number	Description of Exhibits
10.34	Form of Non-Qualified Stock Option Agreement for Directors and Executive Officers.(17)
10.35	Extension Agreement dated for reference February 15, 2009 between the Company and Golden Anvil, SA de CV.
14.1	Code of Ethics.(3)
31.1	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
31.2	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.1	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Notes:
(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on August 17, 2006, as amended.
(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 12, 2007.
(3)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed July 30, 2007.
(4)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 28, 2007
(5)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed October 12, 2007.
(6)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed February 5, 2008.
(7)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 15, 2008.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 18, 2008.
(9)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed December 15, 2008.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed January 16, 2009.
(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed February 26, 2009.
(12)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed March 17, 2009.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed March 26, 2009.
(14)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed August 17, 2009.
(15)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 14, 2009.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 3, 2009.
(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed December 10, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				ROYAL MINES AND MINERALS CORP.
Date:	March 17, 2010		By:	/s/ K. Ian Matheson
				K. IAN MATHESON
				Chief Executive Officer
				(Principal Executive Officer)
Date:	March 17, 2010		By:	/s/ Jason S. Mitchell
				JASON S. MITCHELL
				Chief Financial Officer
				(Principal Accounting Officer)

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