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

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended April 30, 2014

or

[ ] 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.)
2580 Anthem Village Dr.
Henderson, NV	89052
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(702) 588-5973
Securities registered pursuant to Section 12(b) of the Act:	NONE.
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
[   ] Yes     [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[   ] Yes     [X] No

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.
[X] Yes     [   ] 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).
[X] Yes     [   ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]

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 Act).
[   ] Yes     [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $673,710 as of October 31, 2013, based on the price at which the common equity was last sold on the OTC Bulletin Board.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of August 12, 2014, the Registrant had 212,813,141 shares of common stock outstanding.

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ROYAL MINES AND MINERALS CORP.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED APRIL 30, 2014

TABLE OF CONTENTS

	PAGE
PART I		3
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS.	8
ITEM 2.	PROPERTIES	10
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 4.	MINE SAFETY DISCLOSURES	10
PART II		11
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	11
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
ITEM 9A.	CONTROLS AND PROCEDURES	16
ITEM 9B.	OTHER INFORMATION	17
PART III		18
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	18
ITEM 11.	EXECUTIVE COMPENSATION.	20
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	21
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	24
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	26
PART IV		27
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	27
SIGNATURES		29

Page 2 of 29

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PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

As used in this Annual Report, the terms “we,” “us,” “our,” “Royal Mines,” and the “Company” mean Royal Mines And Minerals Corp., unless otherwise indicated.

All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1.

BUSINESS.

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 our own and others mineralized materials; (ii) use our leaching process (Cholla) to recover precious metals from specific ore bearing materials; and (iii) joint venture, acquire and develop mining projects in North America.

We are focusing our business on commercially processing specific fly ash and other mineable materials, using a leach process that exposes extractable gold (the “Cholla Process”) at our processing and refining plant located in Scottsdale, Arizona (the “Scottsdale Facility”). In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation.

In August 2012, we did not pay the renewal fee on our interest a gold project that consisted of a mineral lease covering 20.61 acres of patented claims and an option to acquire a 100% interest in 20 unpatented claims located near the mineral lease.

In September 2013, we released Golden Anvil S.A. de C.V. (“Golden Anvil”) from loan agreements pursuant to which, Golden Anvil owed us USD$983,055 in secured indebtedness. In exchange for the release, Golden Anvil had 2,000,000 common shares of Gainey Capital Corp. (“Gainey”) issued to us as part of an asset purchase agreement between Golden Anvil and Gainey.

We are actively seeking to enter into joint ventures with third parties who have legal rights to fly ash resources, including landfills/monofills. There is no assurance that we will be able to commercially extract precious metals from fly ash or other mineable ores using our Cholla process or that we will be able to enter into joint ventures for the exploration and development of additional mining projects.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred since the filing of our Form 10-Q for the fiscal quarter ended January 31, 2014:

Letter of Intent

On July 10, 2014, we entered into a letter of intent with Lafarge North America Inc. (“Lafarge”) dated for reference July 7, 2014 (the “Letter of Intent"). As outlined in the Letter of Intent, we wish to enter into a joint venture (the “Venture”) with Lafarge, with respect to the commercialization of our process for the recovery of precious metals from coal ash and other materials (the “Technology”). The Venture is subject to completion of

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satisfactory due diligence by both parties and the entry into a definitive agreement. The Letter of Intent shall terminate on December 31, 2015.

During the term of the Letter of Intent, We and Lafarge have agreed to do the following:

(a)	Lafarge has agreed to provide the time and expertise of Steve Butler, a Lafarge technician, to assist us in the commercialization of the Technology, for up to 50 hours per month, for a period expiring December 31, 2014. In addition, Lafarge has agreed to provide sufficient lab facilities and equipment to Mr. Butler and cover all of the expenses related to Mr. Butler’s services, including, but not limited to, salary, benefits and reasonable travel costs.
(b)	In exchange for Mr. Butler’s services, we have agreed to grant an exclusive right to Lafarge to exploit the Technology, subject to certain royalties, at 28 coal fired power generation stations under contract with Lafarge, up to 7 additional stations to be identified by Lafarge, and at facilities where Lafarge stores its coal by-products.
(c)	We have agreed to develop a business plan for the commercialization of the Technology and present it to Lafarge no later than January 31, 2015.

Loan Agreement

On April 16, 2014, we entered into a convertible loan agreement (the “Loan Agreement") with Bruce Matheson. Under the terms of the Convertible Loan Agreement, Mr. Matheson has agreed to loan us up to $250,000 (the “Principal”), of which $100,000 has already been advanced. The loan bears interest at a rate of 6% per annum, compounded annually and has a maturity date of April 1, 2015 (the “Maturity Date").

At any time prior to the Maturity Date, Mr. Matheson may elect to receive units (each a “Unit") in exchange for any portion of the Principal outstanding on the basis of one Unit for each $0.05 of indebtedness converted (the “Unit Conversion Option"). Each Unit consists of one share of our common stock and one warrant to purchase an additional share of our common stock at a price of $0.10 per share for a period of two years from the date of issuance. If Mr. Matheson exercises the Unit Conversion Option, any interest that accrued on the portion of the Principal that was converted shall be forgiven.

At any time prior to the Maturity Date, if the amount advanced under the Convertible Loan Agreement equals $250,000 and Mr. Matheson has not exercised the Unit Conversion Option, Mr. Matheson may elect to forgive the Principal, including any interest accrued on the Principal, in exchange for the option to form a joint venture with us (the “Joint Venture Option”) for the purpose of constructing and operating a processing plant at a new facility that will utilize our process for the recovery of precious metals from coal ash and other materials (the “Joint Venture"). The Joint Venture Option, if exercised, would involve Mr. Matheson and us forming a limited liability company (“Newco”) to operate the Joint Venture and ownership of Newco would be split equally between Mr. Matheson and us. In addition, Mr. Matheson would advance $250,000 to Newco to fund the initial construction and operation costs of the Joint Venture.

Mr. Matheson represented that he was not a "US Person" as that term is defined by Regulation S of the Securities Act of 1933, as amended.

Loan and Joint Venture Agreement

On April 16, 2014, we entered into a loan and joint venture agreement (the “Loan and Joint Venture Agreement") with GJS Capital Corp. (the "Creditor"). Under the terms of the Loan and Joint Venture Agreement, the Creditor has agreed to loan us $150,000 (the “Principal”), which has already been advanced. The loan bears interest at a rate of 6% per annum, compounded annually and has a maturity date of August 31, 2014 (the “Maturity Date").

At any time prior to the Maturity Date, the Creditor may elect to receive units (each a “Unit") in exchange for any portion of the Principal outstanding on the basis of one Unit for each $0.05 of indebtedness converted (the “Unit Conversion Option"). Each Unit consists of one share of our common stock and one warrant to purchase an additional share of our common stock at a price of $0.10 per share for a period of two years from the date of issuance. If the Creditor exercises the Unit Conversion Option, any interest that accrued on the portion of the Principal that was converted shall be forgiven.

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If the Creditor exercises the Unit Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) an any future profits received by Company that are derived from our process for the recovery of precious metals from coal ash and other materials (the “Technology”) at a basis of 1% of our net profits for every $10,000 of converted Principal. The Net Profits Interest will terminate when the Creditor receives eight times the amount of converted Principal.

In addition, if the Creditor exercises the Unit Conversion Option, we will use our best efforts to ensure that a director nominated by the Creditor is appointed to our Board of Directors. If the Creditor does nominate such director, we will by allowed to nominate and appoint an additional director to our Board of Directors.

The Creditor has agreed to form a joint venture with us for the purpose of constructing and operating a processing plant at our Scottsdale Facility, an existing facility, utilizing our licensed technology. Under the agreement, the Creditor and we agreed to form a limited liability company (“Newco”) to operate the Joint Venture, and ownership of Newco would be split equally between the Creditor and us. In addition, the Creditor would advance $250,000 plus up to 15% for contingencies, a total of $287,500, to Newco to fund the initial construction and operation costs of Newco. These advances are not expected to be paid back to the Creditor.

We have been operating in the Scottsdale Facility in prior years using the same licensed technology. As of April 30, 2014 and through the filing date of the Form 10-K, the Creditor and we have not established a limited liability corporation in accordance with the agreement. The equipment used in the Scottsdale facility, lease agreements for the Scottsdale facility, and other supplies purchased and costs incurred by the Scottsdale facility were incurred by us and are our legal obligation. As of April 30, 2014, no bank account has been established for the joint venture and as a result we have been paying all expenses related to the Scottsdale facility directly via our bank accounts. Funding under the joint venture been deposited by the Company into bank accounts owned by the Company. As of April 30, 2014, the Creditor funded a total of $163,654..

The Creditor represented that it was not a "US Person" as that term is defined by Regulation S of the Securities Act of 1933, as amended.

Extension of Warrants

On July 10, 2014, we extended the expiration dates of 23,020,000 warrants previously issued on July 13, 2011, from an expiration date of July 12, 2014 to July 12, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

Facilities and Technologies

Our Scottsdale Facility is an industrial building of approximately 4,550 square feet located in Scottsdale, Arizona. The Scottsdale Facility is designed specifically for processing coal ash using our licensed technology. We have yet to realize significant revenue using our licensed technology.

Our Phoenix Facility is an industrial building of approximately 9,800 square feet located in Phoenix, Arizona. The Phoenix Facility was designed as a compact, modular, cost efficient, turn-key operation, with a capacity of processing 4 tons of fly ash per day. In our Phoenix Facility we utilized our Cholla Process and our Lixiviation Technology, being a closed loop, zero liquid discharge, leach extraction process. Below is a diagram of a 2 ton per hour processing circuit. The circuit at our Phoenix Facility is smaller in size. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. Our lease on the Phoenix Facility expired in August 2013 and we did not renew the lease. We have yet to realize significant revenues from our Cholla Process and Lixiviation Technology.

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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 $50,000 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 paid Mr. Gunnison a salary of $120,000 per annum. Mr. Gunnison left as Production Manager in January 2012, but assists us on a consulting basis.

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. On July 22, 2010 and July 7, 2011, we entered into a payment extension 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, 2011 and June 30, 2012, respectively. In consideration of the extension, we agreed to extend the accrual of interest at 6% per annum on the balance owing to New Verde. As of the date of this filing the deadline has been extended to June 30, 2015.

Compliance with Government Regulation

Our activities are subject to extensive federal, state, and local regulations in the United States. These statutes regulate the mining of and exploration for mineral properties, and also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of the Piute Valley Property, the extent of which cannot be predicted. Our Piute Valley Property is comprised of patented and unpatented mining claims located on federal land

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managed by the U.S. Bureau of Land Management. Mining activities on the Piute Valley Property must be carried out in accordance with a permit issued by the Bureau of Land Management.

Other regulatory requirements monitor the following:

	(a)	Explosives and explosives handling.
	(b)	Use and occupancy of site structures associated with mining.
	(c)	Hazardous materials and waste disposal.
	(d)	State Historic site preservation.
	(e)	Archaeological and paleontological finds associated with mining.
	(f)	Wildlife preservation.

The State of Nevada adopted the Mined Land Reclamation Act (the “Nevada Act”) in 1989 that established design, operation, monitoring and closure requirements for all mining facilities. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. The State of Nevada has also adopted reclamation regulations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.

In the context of environmental permitting, we must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraints affecting our property that would preclude the economic development or operation of any specific property.

If our property merits additional exploration or extraction work, it is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on our mineral property.

Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

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Research and Development Expenditures

During our fiscal year ended April 30, 2014, we spent approximately $466,930 on mineral exploration and evaluation costs. During our fiscal year ended April 30, 2013, we spent approximately $584,970 on mineral exploration and evaluation costs.

Employees

Other than our executive officers, we do not have any employees at the time of this Annual Report.

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 Scottsdale Facility or enter into any potential joint venture or licensing agreements.

As of April 30, 2014, we had cash on hand of $67,991 and accumulated net loss of $15,794,055 and accumulated other comprehensive loss of $500,000 since inception. Our plan of operation calls for significant expenses in connection with the operation of our Scottsdale Facility and the entry of any potential joint ventures. 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 consultants and employees. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. In addition, we will require substantial financing in order to implement our plan of operation over the next twelve months. 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.

We are currently, party to a lawsuit that may be expensive and time consuming, and, if resolved adversely, could have a significant impact on our business and financial condition.

We received a verified complaint (the “Complaint”), dated September 12, 2013, that was filed in Arizona Superior Court, Maricopa County, by McKendry Enterprises, Inc. Profit Sharing Plan and Retirement Trust (the “Landlord”), alleging breach of contract and breach of covenant of good faith and fair dealing in relation to the lease agreement dated June 6, 2007, between the Landlord and us, as amended (the “Lease Agreement”). The Complaint seeks to recover damages of at least $108,581, including, but not limited to: (1) $56,358 in rent; (ii) $52,223 for maintenance, clean up costs and construction; and (3) undetermined damages for additional repair, clean up and legal fees. We intend to vigorously defend this lawsuit. There is no assurance that we will be able to successfully defend the lawsuit. If the lawsuit is resolved unfavorably it will have a significant impact on our business operations and will limit our ability to continue our operations.

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

We have earned minimal revenues from the processing of ore at our Phoenix and Scottsdale Facilities. Our primary business activities have involved the exploration and development on the Piute Valley Property and the commencement of operations at our Phoenix Facility and Scottsdale Facility. In August 2012, we did not pay the renewal fee on the Piute Valley Property and the BLM Claims, allowing those claims to lapse. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. 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.

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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 Scottsdale 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 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.

Certain work to be performed at our facilities 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 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 Exchange Act. Our common stock is a “penny stock”

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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 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.

PROPERTIES.

Our principal office is at 2580 Anthem Village Dr., Henderson, NV 89052, consisting of approximately 150 square feet, which we rent at a cost of $850 per month. We entered into a lease agreement through December 31, 2013, and thereafter the lease continues on a month-to-month basis.

We also rent premises located at 7815 E. Thunderbird Rd., Scottsdale, AZ 85260, for use as corporate housing, at a cost of $2,600 per month. We entered into a lease with respect to this premises which expires May 31, 2015.

We also lease our Scottsdale Facility located at 14325 N. 79th St., Scottsdale, AZ 85260. The Scottsdale Facility is leased pursuant to a Lease Agreement dated June 6, 2011 with Cimarron Industrial Partners, LLC at a cost of $3,486 per month. The Scottsdale Facility consists of office and warehouse space of approximately 4,550 square feet. This lease agreement is month-to-month.

ITEM 3.

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 4.

MINE SAFETY DISCLOSURES.

None.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common shares are currently quoted on the OTC Bulletin Board under the symbol “RYMM." The following table indicates the high and low prices of the common shares obtained during the periods indicated:

		2014						2013
		High			Low			High			Low
First Quarter ended July 31	$	0.035		$	0.007		$	0.04		$	0.02
Second Quarter ended October 31	$	0.049		$	0.01		$	0.04		$	0.00
Third Quarter ended January 31	$	0.05		$	0.03		$	0.02		$	0.00
Fourth Quarter ended April 30	$	0.05		$	0.018		$	0.01		$	0.00

REGISTERED HOLDERS OF OUR COMMON STOCK

As of August •, 2014, there were 137 registered holders of record of our common stock. We believe that a number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our capital stock since our inception and do not contemplate paying cash dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of our business. Our board of directors will determine future dividend declarations and payments, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

There are no restrictions in our articles of incorporation or in our bylaws which prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of a dividend:

	(a)	We would not be able to pay our debts as they become due in the usual course of business; or
	(b)	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving distributions.

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the year ended April 30, 2014 have been reported by us in our Quarterly Reports and our Current Reports filed with the SEC during the year.

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RESULTS OF OPERATIONS

Summary of Year End Results

Revenues

During the years ended April 30, 2014 and 2013, we earned no revenues. We are currently in the exploration stage of our business. We can provide no assurances that we will be able to develop a commercially viable process or earn significant revenue from the processing of coal ash.

Operating Expenses

The major components of our operating expenses for the years ended April 30, 2014 and 2013 are outlined in the table below:

								Percentage
		Year Ended			Year Ended			Increase /
		April 30, 2014			April 30, 2013			(Decrease)
Mineral exploration and evaluation expenses	$	466,930		$	584,970			(20.2)%
Mineral exploration and evaluation expenses – related party		60,000			5,000			1100.0%
General and administrative		238,633			127,161			87.7%
General and administrative – related party		497,666			204,000			144.0%
Depreciation and amortization		99,895			103,995			(3.9)%
Impairment of mineral properties		-			63,400			(100.0)%
Impairment of intellectual property		-			150,000			(100.0)%
Bad debt expense		-			14,041			(100.0)%
Gain on settlement of accounts payable		-			(1,613	)		(100.0)%
Gain on sale of fixed asset		-			(11,500	)		(100.0)%
Total Expenses	$	1,363,124		$	1,239,454			10.0%

Our operating expenses for the year ended April 30, 2014 increased as compared to the year ended April 30, 2013. The increase in our operating expenses primarily relates to an increase in mineral exploration and evaluation – related party expenses, and general and administrative expenses in fiscal 2014. The increase was partially offset by decreases in mineral exploration and evaluation expenses and the fact that we did not record any impairment of mineral or intellection properties or have any bad debt expense in fiscal 2014.

Mineral exploration and evaluation expenses primarily consisted of rent, leased equipment, extraction-processing costs, consulting fees and labor expenses in connection with our Scottsdale Facility and Phoenix Facility. The decrease in mineral exploration and evaluation expenses in fiscal 2014 was primarily due to the closure of our Phoenix Facility in November 2012 and a decrease in equipment rental and extraction processing costs due to reduced activities at our Scottsdale Facility in October 2012. The decrease was offset by $119,400 in compensation expense for stock options issued to consultants and contract labor in November 2013.

---

Our general and administrative expenses primarily consisted of: (i) monthly consulting fees paid to our Chief Financial Officer, Mr. Mitchell and accrued for our Chief Executive Officer, Mr. Matheson (in fiscal 2013 only); (ii) legal and audit fees in connection with meeting our reporting requirements under the Exchange Act; and (iii) $452,572 in compensation expense for stock options issued to our executives, directors and consultants in November 2013.

Impairment of mineral properties relates to our decision not to renew the Smith Lease and BLM Claims. Impairment of intellectual property relates to the impairment of our thiourea lixiviation technology.

We anticipate that our operating expenses will increase significantly as we implement our plan of operation for our Scottsdale Facility.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

		Years Ended April 30
		2014			2013
Net Cash Used In Operating Activities	$	(584,014	)	$	(751,499	)
Net Cash Provided By (Used In) Investing Activities		(120,478	)		11,810
Net Cash Provided By Financing Activities		758,777			682,717
Net Increase (Decrease) in Cash During Period	$	54,285		$	(56,972	)

Working Capital

								Percentage
		At April 30, 2014			At April 30, 2013			Increase / (Decrease)
Current Assets	$	76,250		$	25,243			202.1%
Current Liabilities		(1,166,591)			(1,731,745)			(32.6)%
Working Capital Deficit	$	(1,090,341)		$	(1,706,502)			(36.1)%

As at April 30, 2014, we had a working capital deficit of $1,090,341 as compared to a working capital deficit of $1,706,502 as at our year ended April 30, 2013. The decrease in our working capital deficit is primarily due to a decrease in accounts payable – related parties, and loans payable – related parties related to the issuance of stock and warrants in November 2013. The decrease was partially offset by increases in accounts payable, accrued interest – related parties and loans payable.

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. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned mining, development, and exploration activities.

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 audited financial statements included in this Annual Report.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Mineral Property Rights – Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized costs and any related property and equipment costs would be based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Exploration Costs – Mineral exploration costs are expensed as incurred.

Revenue Recognition – The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. 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 are expensed as incurred.

Stock-Based Compensation – The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which 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. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

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ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm (De Joya Griffith, LLC);
2.	Audited Financial Statements for the Years Ended April 30, 2014 and 2013, including:
3.	Balance Sheets at April 30, 2014 and 2013;
4.	Statements of Operations for the years ended April 30, 2014 and 2013 and for the period from Inception (December 14, 2005) to April 30, 2014;
5.	Statement of Stockholders’ Equity (Deficit) for the period from Inception (December 14, 2005) to April 30, 2014;
6.	Statements of Cash Flows for the years ended April 30, 2014 and 2013 and for the period from Inception (December 14, 2005) to April 30, 2014; and
7.	Notes to Financial Statements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Royal Mines and Minerals Corp.

We have audited the accompanying balance sheets of Royal Mines and Minerals Corp. (An Exploration Stage Company) (the “Company”) as of April 30, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended April 30, 2014 and d 2013, and for the period from inception (December 14, 2005) through April 30, 2014. Royal Mines and Minerals Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over fina ancial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Royal Mines and Minerals Corp. (An Exploration Stage Company) as of April 30, 2014 and 2013 and the results of its operations and its cash flows for the years ended April 30, 20114 and 2013, and for the period from inception (December 14, 2005) through April 30, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC
Henderson, Nevada
August 8, 2014

 

Corporate Headquarters:
De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

F-1

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Audited)

		April 30, 2014			April 30, 2013
ASSETS
Current assets
Cash and cash equivalents	$	67,991		$	13,706
Prepaid expenses		7,500			10,500
Other current assets		759			1,037
Total current assets		76,250			25,243
Non-current assets
Loan receivable		-			983,055
Investment in marketable securities		500,000			-
Property and equipment, net		241,439			237,801
Other assets		16,240			10,985
Total non-current assets		757,679			1,231,841
Total assets	$	833,929		$	1,257,084
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	200,857		$	140,669
Accounts payable - related parties		196,083			447,516
Accrued interest		47,218			34,259
Accrued interest - related parties		113,863			63,394
Loans payable		348,030			248,030
Loans payable - related parties		258,000			797,877
Other current liabilities		2,540			-
Total current liabilities		1,166,591			1,731,745
Notes payable		50,000			50,000
Deferred rent		25,399			35,804
Total non-current liabilities		75,399			85,804
Total liabilities		1,241,990			1,817,549
Commitments and contingencies
Stockholders' deficit
Preferred stock, $0.001 par value; 100,000,000 shares         authorized, zero shares issued and outstanding		-			-
Common stock, $0.001 par value; 900,000,000 shares         authorized, 212,813,141 and 185,593,141 shares issued         and outstanding, respectively		212,813			185,593
Additional paid-in capital		15,673,181			13,603,775
Accumulated deficit during exploration stage		(15,794,055	)		(14,349,833	)
Accumulated other comprehensive loss		(500,000	)		-
Total stockholders' deficit		(408,061	)		(560,465	)
Total liabilities and stockholders' deficit	$	833,929		$	1,257,084

The accompanying notes are an integral part of these financial statements.
F-2

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Audited)

The accompanying notes are an integral part of these financial statements.
F-3

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Audited)

											Accumulated			Accumulated
											Deficit During			Other			Total
		Common Stock						Additional			Exploration			Comprehensive			Stockholders'
		Shares			Amount			Paid-in Capital			Stage			Loss			Equity (Deficit)
Balance, December 14, 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
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

The accompanying notes are an integral part of these financials statements.
F-4

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Audited)

											Accumulated			Accumulated
											Deficit During			Other			Total
		Common Stock						Additional			Exploration			Comprehensive			Stockholders'
		Shares			Amount			Paid-in Capital			Stage			Loss			Equity (Deficit)
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
Issuance of common stock for options excercised, $0.05 per share,    in satisfaction of debt for legal services.		100,000			100			4,900			-			-			5,000
Issuance of common stock for warrants excercised, $0.10 per share,    in satisfaction of debt for legal services.		105,000			105			10,395			-			-			10,500
Net loss		-			-			-			(1,929,128	)		-			(1,929,128	)
Balance, April 30, 2010		111,785,352			111,785			9,770,178			(9,594,840	)		-			287,123
Issuance of stock options for 6,000,000 shares of common stock    to three directors and eight consultants.		-			-			178,159			-			-			178,159
Issuance of common stock for options excercised, $0.05 per share,    in satisfaction of debt.		1,700,000			1,700			83,300			-			-			85,000
Issuance of common stock for options excercised, $0.05 per share,    in satisfaction of debt.		1,950,000			1,950			95,550			-			-			97,500
Issuance of common stock in satisfaction of loans to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		17,020,000			17,020			833,980			-			-			851,000
Issuance of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		13,100,000			13,100			641,900			-			-			655,000
Issuance of common stock to investor relations services firm    pursuant to terms of consulting agreement.		315,000			315			15,435			-			-			15,750
Issuance of common stock to two officers and three consultants as    as compensation for services previously provided.		2,550,000			2,550			124,950			-			-			127,500
Net loss		-			-			-			(1,692,134	)		-			(1,692,134	)
Balance, April 30, 2011		148,420,352			148,420			11,743,452			(11,286,974	)		-			604,898
Issuance of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		10,000,000			10,000			490,000			-			-			500,000
Issuance of common stock in satisfaction of loans to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		10,340,000			10,340			506,660			-			-			517,000
Issuance of common stock in satisfaction of debt, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		2,680,000			2,680			131,320			-			-			134,000
Issuance of warrants for 1,030,000 shares of common stock    to one consultant pursuant to terms of consulting agreement.		-			-			42,073			-			-			42,073
Issuance of common stock to one consultant as compensation    pursuant to terms of consulting agreement.		320,000			320			15,680			-			-			16,000
Issuance of common stock in satisfaction of debt,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		1,000,000			1,000			49,000			-			-			50,000
Issuance of common stock for mineral property options, $0.04 per share.		350,000			350			13,650			-			-			14,000
Issuance of common stock in satisfaction of loans to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		9,000,000			9,000			441,000			-			-			450,000
Issuance of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		2,742,789			2,743			134,397			-			-			137,140
Issuance of common stock to one consultant as    compensation pursuant to terms of consulting agreement.		640,000			640			21,760			-			-			22,400

The accompanying notes are an integral part of these financials statements.
F-5

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(Audited)

											Accumulated			Accumulated
											Deficit During			Other			Total
		Common Stock						Additional			Exploration			Comprehensive			Stockholders'
		Shares			Amount			Paid-in Capital			Stage			Loss			Equity (Deficit)
Issuance of warrants for 300,000 shares of common stock   to one vendor for services provided.		-			-			11,496			-			-			11,496
Net loss		-			-			-			(1,743,848	)		-			(1,743,848	)
Balance, April 30, 2012		185,493,141			185,493			13,600,488			(13,030,822	)		-			755,159
Issuance of common stock in satisfaction of debt,   $0.02 per share, with attached warrants exercisable at $0.10 per share.		100,000			100			1,900			-			-			2,000
Issuance of warrants exercisable at $0.10 per share for 100,000 shares of    common stock in satisfaction of debt.		-			-			1,387			-			-			1,387
Net loss		-			-			-			(1,319,011	)		-			(1,319,011	)
Balance, April 30, 2013		185,593,141		$	185,593		$	13,603,775		$	(14,349,833	)	$	-		$	(560,465	)
Issuance of stock options for 18,100,000 shares of common stock    to three directors and four consultants.		-			-			542,487			-			-			542,487
Issuance of common stock for cash, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		6,900,000			6,900			338,100			-			-			345,000
Issuance of common stock in satisfaction of loans to the Company,    $0.05 per share, with attached warrants exercisable at $0.10 per share.		13,800,000			13,800			676,200			-			-			690,000
Issuance of common stock in satisfaction of debt, $0.05 per share,    with attached warrants exercisable at $0.10 per share.		6,520,000			6,520			319,480			-			-			326,000
Issuance of stock options for 1,500,000 shares of    common stock to one consultant.		-			-			29,485			-			-			29,485
Contribution on 50% of future profits from Scottsdale facility		-			-			163,654			-			-			163,654
Net loss		-			-			-			(1,444,222	)		-			(1,444,222	)
Comprehensive loss		-			-			-			-			(500,000	)		(500,000	)
Balance, April 30, 2014		212,813,141		$	212,813		$	15,673,181		$	(15,794,055	)	$	(500,000	)	$	(408,061	)

The accompanying notes are an integral part of these financials statements.
F-6

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Audited)

								For the Period
								From Inception
								(December 14, 2005)
		For the Years Ended						Through
		April 30, 2014			April 30, 2013			April 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,444,222	)	$	(1,319,011	)	$	(15,794,055	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization		99,895			103,995			721,405
Impairment of mineral properties		-			63,400			63,400
Impairment of intellectual property		-			150,000			200,000
Stock-based expenses		218,306			-			1,517,675
Stock-based expenses - related parties		353,666			-			3,892,844
Allowance for bad debt		-			14,041			14,041
Gain on sale of fixed asset		-			(11,500	)		(11,500	)
Gain on settlement of accounts payable		-			(1,613	)		(1,613	)
Changes in operating assets and liabilities:
Prepaid expenses		3,000			1,216			5,061
Other assets		(4,977	)		4,489			(31,040	)
Accounts payable		60,188			75,663			711,221
Accounts payable - related parties		58,567			60,000			440,457
Other current liabilities		2,540			(5,000	)		(6,587	)
Accrued interest		23,959			20,401			58,218
Accrued interest - related parties		55,469			56,616			288,107
Deferred rent		(10,405	)		35,804			25,399
Net cash used in operating activities		(584,014	)		(751,499	)		(7,906,967	)
CASH FLOW FROM INVESTING ACTIVITIES
Reimbursement of Golden Anvil expenses		(16,945	)		-			(16,945	)
Loan receivable		-			-			(983,055	)
Cash paid on mineral property claims		-			310			(38,900	)
Cash acquired on reverse merger		-			-			2,306
Proceeds from sale of fixed assets		-			11,500			11,500
Purchase of fixed assets		(103,533	)		-			(725,328	)
Net cash provided by (used in) investing activities		(120,478	)		11,810			(1,750,422	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from contribution on Scottsdale facility		163,654			-			163,654
Proceeds from stock issuance		345,000			-			4,450,721
Payments on borrowing - related party		(127	)		-			(127	)
Proceeds from borrowings		250,000			148,030			498,030
Proceeds from borrowings - related parties		250			534,687			4,613,102
Net cash provided by financing activities		758,777			682,717			9,725,380
NET CHANGE IN CASH		54,285			(56,972	)		67,991
CASH AT BEGINNING OF PERIOD		13,706			70,678			-
CASH AT END OF PERIOD	$	67,991		$	13,706		$	67,991
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	681		$	2,540		$	9,632
Income taxes paid	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of intellectual property for stock	$	-		$	-		$	200,000
Acquisition of mineral property for stock	$	-		$	-		$	24,500
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	-		$	(63,195	)
Stock and warrants issued in satisfaction of accounts payable	$	-		$	(3,387	)	$	(224,004	)
Stock issued in satisfaction of accounts payable - related parties	$	(310,000	)	$	-		$	(675,228	)
Stock issued in safisfaction of accrued interest - related parties	$	(5,000	)	$	-		$	(139,000	)
Stock issued in safisfaction of accrued interest	$	(11,000	)	$	-		$	(11,000	)
Stock issued in satisfaction of accrued liabilities	$	-		$	-		$	(50,000	)
Stock issued in satisfaction of notes payable	$	-		$	-		$	(40,000	)
Stock issued in satisfaction of loans payable, including related party	$	(690,000	)	$	-		$	(4,548,000	)
Unrealized loss on marketable securities	$	(500,000	)	$	-		$	(500,000	)
Marketable securities received as payment on loans receivable	$	983,055		$	-		$	983,055

The accompanying notes are an integral part of these financial statements.
F-7

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

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

Basis of Presentation – The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Royal Mines and Minerals Corp’s (the “Company”) 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 metals from its own and other’s leachable assets, 2) use its lixiviation processes to convert specific ore bodies and fly ash landfills/monofills into valuable assets, and 3) joint venture, acquire and develop mining projects in North America. 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 April 30, 2014, the Company has incurred cumulative net losses of $15,794,055 from operations since inception, accumulated other comprehensive loss of $500,000, and has negative working capital of $1,090,341. The Company is still in the exploration stage and has not fully commenced its mining and minerals processing operations, raising substantial doubt about its ability to continue as a going concern.

F-8

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

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 relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be 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 of America 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.

Fair Value - ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data of the fair value of the assets or liabilities.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company's financial instruments consist of cash, prepaid expenses, other assets, accounts payable, accrued liabilities, and loans payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

F-9

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2014 as follows:

Fair Value Measurements at April 30, 2014 Using:

	Assets:		Total Carrying Value			Quoted Marked			Significant			Significant
			as of 4/30/2014			Prices in Active			Other			Unobservable
						Markets (Level 1)			Observable			Inputs (Level 3)
									Inputs (Level 2)
	Investments in
	marketable securities	$	500,000		$	-		$	500,000		$	-
	Total	$	500,000		$	-		$	500,000		$	-

The Company did not have any investments in marketable securities at April 30, 2013.

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 the statement of operations.

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.

Exploration Costs – Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.

Impairment of Long-Lived Assets – 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. The assets are subject to impairment consideration under ASC 360-10-35-17, Measurement of an Impairment Loss, if events or circumstances indicate that their carrying amount might not be recoverable.

Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in 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. The Company did not pay the renewal fee on the 20 acre claim and the BLM claims due in August 2012 and allowed those claims to lapse. The Company recognized an impairment of mineral properties expense of $63,400 for the year ended April 30, 2013.

F-10

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

Revenue Recognition – The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. 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.

Other Current Assets - Other current assets are comprised of other receivables, which do not bear interest and are recorded at cost. The Company extends credit to its consultants, which receivables can be offset against commissions payable to the respective consultants.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing other receivables. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of April 30, 2014 and 2013, the Company has recorded an allowance for doubtful account of $14,041and $14,041, respectively.

Research and Development - All research and development expenditures are expensed as incurred.

Earnings (Loss) Per Share - The Company follows ASC 260, Earnings Per Share, and ASC 480, Distinguishing Liabilities from 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, on April 30, 2014 and 2013 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were 154,985,129 and 109,195,129, respectively.

Income Taxes - The Company accounts for its income taxes in accordance with ASC 740, Income Taxes , which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

For acquired properties that do not constitute a business as defined in ASC 805-10-55-4, Definition 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 ASC 740-10-25-51, Acquired Temporary Differences in Certain Purchase Transactions that are Not Accounted for as Business Combinations , 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.

F-11

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

Stock-Based Compensation – The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation, which 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. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Recent Accounting Standards – From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014. The Company does not expect ASU 2014-05 to have a material effect on its financial condition, results of operation, or cash flows.

In July 2013, the FASB issued ASU 2013-11–Income Taxes (Topic 740), Presentation of an Unrecognized Tax Benefit When a Net Operating loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The standard provides updated guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. It becomes effective for fiscal years beginning after December 15, 2013, and the impact to the financial statements will not be material.

2.	SCOTTSDALE FACILITY AGREEMENT

On April 16, 2014, the Company entered into an agreement with GJS Capital Corp. (the "Creditor"). Under the terms of the Agreement, the Creditor has agreed to loan the Company $150,000 (the “Principal”), which has already been advanced. The loan bears interest at a rate of 6% per annum, compounded annually and has a maturity date of August 31, 2014 (the “Maturity Date").

At any time prior to the Maturity Date, the Creditor may elect to receive units (each a “Unit") in exchange for any portion of the Principal outstanding on the basis of one Unit for each $0.05 of indebtedness converted (the “Unit Conversion Option"). Each Unit consists of one share of our common stock and one warrant to purchase an additional share of our common stock at a price of $0.10 per share for a period of two years from the date of issuance. If the Creditor exercises the Unit Conversion Option, any interest that accrued on the portion of the Principal that was converted shall be forgiven.

If the Creditor exercises the Unit Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) an any future profits received by Company that are derived from our process for the recovery of precious metals from coal ash and other materials (the “Technology”) at a basis of 1% of our net profits for every $10,000 of converted Principal. The Net Profits Interest will terminate when the Creditor receives eight times the amount of converted Principal.

F-12

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

In addition, if the Creditor exercises the Unit Conversion Option, the Company will use best efforts to ensure that a director nominated by the Creditor is appointed to the Company’s Board of Directors. If the Creditor does nominate such director, the Company will be allowed to nominate and appoint an additional director to the Company’s Board of Directors.

The Creditor has agreed to form a joint venture with the Company for the purpose of constructing and operating a processing plant at the Scottsdale facility, an existing facility, utilizing the Company’s licensed Technology. Under the agreement, the Creditor and the Company shall form a limited liability company (“Newco”) to operate the Joint Venture, and ownership of Newco would be split equally between the Creditor and the Company. In addition, the Creditor would advance $250,000 plus up to 15% for contingencies, a total of $287,500, to Newco to fund the initial construction and operation costs of the Newco. These advances are not expected to be paid back to the Creditor.

The Company has been operating in the Scottsdale facility in the prior years using the same technology licensed by the Company. As of April 30, 2014 and through the filing date of the Form 10-K, the Company and the Creditor have not established a limited liability corporation in accordance with the agreement. The equipment used in the Scottsdale facility, lease agreements for the Scottsdale facility, and other supplies purchased and costs incurred by the Scottsdale facility were incurred by the Company and are legal obligation of the Company. As of April 30, 2014, no bank account has been established for the joint venture and as a result the Company has paid all expenses related to the Scottsdale facility directly via the Company’s bank accounts. Funding under the joint venture been deposited by the Company into bank accounts owned by the Company. As of April 30, 2014, the Creditor funded a total of $163,654. As of April 30, 2014 and through the date of the filing date of the Form 10-K, the Company has not agreed to contribute any of the assets related to the Scottsdale facility to the joint venture. Based upon the aforementioned, the Company has accounted for the funds received totaling $163,654 as contributed capital since in substance, the Creditor has secured future revenue of the Scottsdale facility operations with such funds.

3.	LOAN RECEIVABLE

As of April 30, 2014 and April 30, 2013, loan receivable consisted of zero and $983,055, respectively.

On September 27, 2013, the Company entered into a settlement and security release agreement with Golden Anvil. Under the terms of the Release Agreement, the Company agreed to release Golden Anvil from loan agreements pursuant to which, Golden Anvil owed the Company $983,055 in secured indebtedness. In exchange for the release, Golden Anvil had 2,000,000 common shares of Gainey Capital Corp. (“Gainey”) issued to the Company as part of an asset purchase agreement between Golden Anvil and Gainey.

The now-settled loan receivable originated when the Company had advanced $970,000 to Golden Anvil to permit Golden Anvil to complete its refurbishment and relocation of its mineral processing plant in Nayarit, Mexico, and had paid $13,055 in expenses on behalf of Golden Anvil, which is included in the total loan amount of $983,055.

4.	INVESTMENT IN MARKETABLE SECURITIES

As of April 30, 2014 and April 30, 2013, investment in marketable securities consisted of $500,000 and zero, respectively. The market value was $0.25 per Gainey share on April 30, 2014, traded on the Vancouver exchange, under the stock symbol GNC.V.

F-13

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

On September 27, 2013, the Company entered into a settlement and security release agreement with Golden Anvil. Under the terms of the Release Agreement, the Company agreed to release Golden Anvil from loan agreements pursuant to which, Golden Anvil owed the Company $983,055 in secured indebtedness. In exchange for the release, Golden Anvil had 2,000,000 common shares of Gainey issued to the Company as part of an asset purchase agreement between Golden Anvil and Gainey.

The Asset Purchase was completed on September 30, 2013 and will serve as Gainey’s qualifying transaction under TSX Venture Exchange rules for capital pool companies. As such, the Gainey Shares will be released pursuant to the terms of a surplus escrow agreement as follows:

In addition, the Gainey Shares are subject to a voluntary pooling agreement, which provides that none of the Gainey Shares may be traded before October 2, 2014.

Marketable securities are held for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available-for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income. Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

As of April 30, 2014, the Company has recorded an accumulated other comprehensive loss of $500,000 regarding its investment in marketable securities. Based on management’s evaluation of the circumstances, management believes that the decline in fair value below the cost of certain of the Company’s marketable securities is temporary.

The following is a summary of available-for-sale marketable securities as of April 30, 2014:

			Cost			Unrealized			Unrealized			Market or
						Gain			(Losses)			Fair Value
	Equity securities	$	1,000,000		$	--		$	(500,000	)	$	500,000
	Total	$	1,000,000		$	--		$	(500,000	)	$	500,000

The Company had no investments in marketable securities at April 30, 2013.

5.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

F-14

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

 

			As of			As of
			April 30, 2014			April 30, 2013
	Process, lab and office equipment	$	456,335		$	680,042
	Site equipment		22,369			167,769
	Total property and equipment		478,704			847,811
	Less: accumulated depreciation		(237,265	)		(610,010	)
		$	241,439		$	237,801

Depreciation expense was $99,895 and $103,995 for the years ended April 30, 2014 and 2013, respectively. At January 31, 2014, the Company removed $327,240 in process, lab and office equipment and $145,400 in site equipment that was fully depreciated and disposed of through retirement.

6.	ACCOUNTS PAYABLE - RELATED PARTIES

As of April 30, 2014 and April 30, 2013, accounts payable – related parties consisted of $196,083 and $210,000 respectively, due to directors and officers of the Company for consulting fees, and $237,516 for the acquisition of an extraction processing system in January 2012. On November 18, 2013, $310,000 of accounts payable – related parties was converted into common stock and warrants of the Company (see Note 11 - Stockholders Equity).

7.	LOANS PAYABLE

As of April 30, 2014 and April 30, 2013, loans payable of $348,030 and $248,030, respectively, consists of borrowings payable to three unrelated third parties. The loans bear 6% to 12% interest, are unsecured and are due on demand.

8.	LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTIES

As of April 30, 2014 and April 30, 2013, loans payable – related parties of $258,000 and $797,877, respectively, mainly consists of borrowings, directly and indirectly, from one director of the Company. The balances bear 10% interest, are unsecured and are due on demand. On November 18, 2013, $540,000 of loans payable – related parties was converted into common stock and warrants of the Company (see Note 11 - Stockholders Equity).

As of April 30, 2014 and April 30, 2013, accrued interest – related party was $113,863 and $63,394 respectively.

9.	NOTES PAYABLE

As of April 30, 2014 and April 30, 2013, notes payable consists of an unsecured $50,000 payable to New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above (see Note 4). Mr. Gunnison signed an extension agreement extending the payment deadline to June 30, 2015. The note payable bears 6% interest annually.

10.	COMMITMENTS AND CONTINGENCIES

Lease obligations – The Company has operating leases for its corporate office, corporate housing and plant facilities. Future minimum lease payments under the operating leases as of April 30, 2014 are as follows:

	Fiscal year ending April 30, 2015	$	94,700
	Fiscal year ending April 30, 2016	$	56,608
	Fiscal year ending April 30, 2017	$	42,016
	Fiscal year ending April 30, 2018	$	21,008

F-15

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED)

Lease expense was $145,054 and $247,701 for the years ended April 30, 2014 and 2013, respectively.

Legal proceedings – The Company received a verified complaint (the “Complaint”), dated September 12, 2013, that was filed in Arizona Superior Court, Maricopa County, by McKendry Enterprises, Inc. Profit Sharing Plan and Retirement Trust (the “Landlord”), alleging breach of contract and breach of covenant of good faith and fair dealing in relation to the lease agreement dated June 6, 2007, between the Landlord and the Company, as amended (the “Lease Agreement”). The Complaint seeks to recover damages of at least $108,581, including, but not limited to: (1) $56,358 rent; (ii) $52,223 for maintenance, clean-up costs and construction; and (3) undetermined damages for additional repair, clean up and legal fees. The Company is vigorously defending this lawsuit. There is no assurance that the Company will be able to successfully defend the lawsuit. The Company is currently evaluating the merits of the lawsuit and the probability of a favorable outcome. Rent expense of $50,858 is recorded as an account payable as of April 30, 2014. In the event of an unfavorable outcome, the Company will be required to record additional liability.

No other legal proceedings are pending, threatened or contemplated.

11.	STOCKHOLDERS’ EQUITY

Common and Preferred Stock:

As of April 30, 2014 and April 30, 2013, there were 212,813,141 and 185,593,141 shares of common stock outstanding, respectively and zero shares of preferred stock outstanding. Outstanding shares of common stock consist of the following:

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

F-16

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

	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.
	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 $66,842 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 and 750,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
	p)	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.
	q)	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.
	r)	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.
	s)	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 $0.05 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 $0.10 per share for a period of two years from the date of issue.

F-17

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

	t)	On February 26, 2010, the Company issued 105,000 shares of common stock for warrants exercised at $0.10 per share and 100,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.
	u)	On November 9, 2010, the Company issued 1,700,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt.
	v)	On January 18, 2011, the Company issued 17,020,000 units for $851,000 in satisfaction of loans made to the Company from one director, 13,100,000 units for $655,000 in cash and 1,950,000 units to retire $97,500 in corporate indebtedness, at a price of $0.05 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 $0.10 per share for a period of two years from the date of issue.
	w)	On March 10, 2011, the Company issued 315,000 units valued at $0.05 per unit to an investor relations services firm pursuant to the terms of the consulting agreement, 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 $0.10 per share for a period of one year from the date of issue. The agreement is to last for a period of three months from March 10, 2011; accordingly, a prepaid expense of $7,000 was recorded as of April 30, 2010 in relation to this issuance.
	x)	On March 28, 2011, the Company issued 2,550,000 shares of common stock at $0.05 per share as compensatory stock awards to two directors (1,800,000 shares) and three consultants (750,000 shares).
	y)	On July 13, 2011, the Company issued 10,000,000 units for $500,000 in cash, 10,340,000 units in satisfaction of $517,000 in loans made to the Company from one director, and 2,680,000 units to retire $134,000 in corporate indebtedness, at a price of $0.05 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 $0.10 per share for a period of two years from the date of issue.
	z)	On September 8, 2011, the Company issued 1,030,000 warrants in accordance with the terms of a consultant agreement. 1,000,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue and 30,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share for a period of two years from the date of issue.
		The fair value of these warrants was estimated at the date of the agreement, September 8, 2011, using the Black- Scholes Option Pricing Model with the current value of the stock on the agreement date at $0.05; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 213%; and expiration date of two years. The value of the 1,000,000 and 30,000 warrants was determined to be $40,971 and $1,102, respectively. The total value of the warrants granted was recorded as a prepaid expense and amortized evenly over nine months.
	aa)	On September 19, 2011, the Company issued 320,000 shares of common stock valued at $16,000 to a consultant pursuant to the terms of the consulting agreement. $8,000 of the $16,000 was recorded as a prepaid expense and amortized evenly over nine months.

F-18

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

	bb)	On September 26, 2011, the Company issued 1,000,000 units to retire $50,000 in corporate indebtedness, at a price of $0.05 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 $0.10 per share for a period of two years from the date of issue.
	cc)	On January 26, 2012, the Company cancelled warrants to purchase 18,000,000 shares of our common stock exercisable at $0.10 per share by agreement with the warrant holder, E-Ore Holdings, LLC.
	dd)	On January 27, 2012, the Company extended the expiration dates of 22,876,840 and 11,455,500 warrants previously extended on February 24, 2011 and issued on January 31, 2010, respectively. The extended warrants were exercisable for one share of the Company’s common stock for a term of 1 or 2 years at an exercise price of $0.10 per warrant. Currently, 22,476,840 warrants are exercisable until February 23, 2013 and 11,455,500 warrants are exercisable until January 30, 2013 at an exercise price of $0.10 per warrant. Since the extension was not considered a modification under ASC 718, no additional expenses were incurred with this transaction.
	ee)	On January 27, 2012, the Company issued 350,000 shares of common stock, in accordance with the mineral option agreements (see Note 5), to the optionors to maintain the option to acquire 100% legal interest in the remaining twenty (20) mining claims. The shares are valued at $14,000.
	ff)	On January 30, 2012, the Company issued 9,000,000 units in satisfaction of $450,000 in loans made to the Company from two directors and their related companies, at a price of $0.05 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 $0.10 per share for a period of two years from the date of issue.
	gg)	On January 30, 2012, the Company issued 2,742,789 shares of common stock in satisfaction of $137,139 subscriptions payable from cash received in September 2011.
	hh)	On January 30, 2012, the Company issued 640,000 shares of common stock to a consultant pursuant to the terms of the consulting agreement. The shares are valued at $22,400.
	ii)	On February 24, 2012, the Company issued 300,000 warrants to a consultant for arranging an agreement to lease equipment on November 1, 2011. The 300,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share. The warrants expire October 31, 2014.
		The fair value of these warrants was estimated at the date of issuance, February 24, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.04; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 273%; and expiration date of October 31, 2014. The value of the 300,000 warrants was determined to be $11,496.
	jj)	On November 20, 2012, the Company issued 100,000 warrants and 100,000 units (each a “Unit”) to a consultant at a fair market value of $0.02 per Unit in satisfaction of $5,000 debt. Each Unit consists of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase one additional share of our common stock at a price of $0.10 per share for a period of two years from the date of issuance.
		The fair value of the 100,000 warrants was estimated at the date of issuance, November 20, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.02; dividend yield of 0%; risk-free interest rate of 0.27%; volatility rate of 208%; and expiration date of November 20, 2014. The value of the 100,000 warrants was determined to be $1,387. The Company recognized a gain on settlement of accounts payable of $1,613.

F-19

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

	kk)	On August 26, 2013, Royal Mines and Minerals Corp. (the “Company”) filed a certificate of amendment with the Nevada Secretary of State, amending the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 300,000,000 shares to 900,000,000 shares. The Amendment to the Articles of Incorporation was approved at the Company’s Annual General Meeting and Special Meeting on August 22, 2013.
	ll)	On November 18, 2013 and November 19, 2013, the Company issued 6,900,000 units for $345,000 in cash, 13,800,000 units for $690,000 in loans made to the Company, of which $540,000 were loans from related parties, and 6,520,000 units to retire $326,000 in corporate indebtedness, of which $315,000 were to related parties, an aggregate of 27,220,000 units, at a price of $0.05 per unit in two separate concurrent private placement offerings. Each Unit is 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 the Company's common stock at an exercise price of $0.10 for a two year period from the date of issuance.
		Additionally, each cash subscriber executed a subscription agreement which included a good faith representation by the Company to enter into definitive agreements to grant a net profits interest on the basis of 1% for each $10,000 invested. The profit payout will be net of operating and financing costs and an agreed upon management fee, from the Company's interest in its first joint venture, license or its own production facility using its coal ash process. The maximum payout will be 8 times original cash investment by each subscriber.
	mm)	On April 16, 2014, the Company entered into an agreement with GJS Capital Corp (the “Creditor”) that the Creditor agrees to fund up to $287, 500 to the Scottsdale facility. As of the year ended April 30, 2014, the Company received a total of $163,654 contribution to the Company’s Scottsdale facility under this agreement. (See Note 2)

12.	STOCK OPTIONS AND WARRANTS

2013 Stock Incentive Plan - Effective June 20, 2013, the Company adopted the 2013 Stock Incentive Plan (the “2013 Plan"). The 2013 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 27,800,000 shares of the Company’s common stock are available for issuance under the 2013 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 2013 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2013 Plan shall at no time be greater than 15.0% of the total number of shares of common stock outstanding.

On October 29, 2013, the Company granted non-qualified stock options under the 2013 Plan for the purchase of 18,100,000 shares of common stock at $0.03 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire October 29, 2018. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a bond equivalent yield of 1.29%, volatility of 298%, estimated life of 5 years and closing stock price of $0.03 per share on the date of grant.

On April 16, 2014, the Company granted non-qualified stock options under the 2013 Plan for the purchase of 1,500,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to one consultant, are fully vested and expire April 16, 2019. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a bond equivalent yield of 1.67%, volatility of 290%, estimated life of 5 years and closing stock price of $0.05 per share on the date of grant.

F-20

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

From the date of inception through April 30, 2014, compensation expense related to the granting of stock options under the 2013 Plan was $571,972, of which $89,915 was recorded in minerals exploration and evaluation expenses, $128,391 was recorded in general and administrative and $353,666 was recorded in general and administrative – related parties. The Company calculated the value of the options using the Black-Scholes option pricing model. As of April 30, 2014, zero options under the 2013 Plan have been exercised.

2011 Stock Incentive Plan - On September 7, 2010, the Company adopted the 2011 Stock Incentive Plan (the “2011 Plan"). The 2011 Plan allowed the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 16,700,000 shares of the Company’s common stock were available for issuance under the 2011 Plan. However, the Company could increase the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2011 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2011 Plan shall at no time be greater than 15.0% of the total number of shares of common stock outstanding.

On September 7, 2010, the Company granted non-qualified stock options under the 2011 Plan for the purchase of 6,000,000 shares of common stock at $0.02 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire September 6, 2014. As of April 30, 2014, zero options under the 2011 Plan have been exercised.

On June 20, 2013, the Company suspended the 2011 Plan. No new options may be granted under the 2011 Plan and the 2011 Plan will be terminated once all outstanding options granted under the 2011 Plan have been exercised, expired or otherwise terminated. There are presently 6,000,000 options outstanding under the 2011 Plan.

From the date of inception through April 30, 2014, compensation expense related to the granting of stock options under the 2011 Plan was $178,159 and was 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 bond equivalent yield of 0.77%, volatility of 240%, estimated life of 4 years and closing stock price of $0.03 per share on the date of grant.

2010 Stock Incentive Plan - On December 7, 2009, the Company adopted the 2010 Stock Incentive Plan (the “2010 Plan"). The 2010 Plan allowed 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 were available for issuance under the 2010 Plan. However, the Company could 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.

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, were fully vested and expired December 7, 2011. As of the expiration date, 1,000,000 options had been exercised and 6,000,000 options expired under the 2010 Plan.

On September 7, 2010, the Company suspended the 2010 Plan. On December 7, 2011, the 2010 Plan was terminated.

Compensation expense related to the granting of stock options under the 2010 Plan was $391,478 and was 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 - On January 12, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan"). The 2009 Plan allowed 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 were available for issuance under the 2009 Plan.

F-21

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

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, were fully vested and expired January 15, 2011. As of the expiration date, 2,450,000 options had been exercised and 2,550,000 options expired under the 2009 Plan.

On December 7, 2009, the Company suspended the 2009 Plan. On January 15, 2011, the 2009 Plan was terminated.

Compensation expense related to the granting of stock options under the 2009 Plan was $342,550 and was 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.

2008 Stock Incentive Plan - On 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 were 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, were fully vested and expired January 31, 2010. All 4,340,000 stock options expired without exercise.

On January 12, 2009, the Company suspended the 2008 Plan. On January 31, 2010, the 2008 Plan was terminated.

Compensation expense related to the granting of stock options under the 2008 Plan was $3,583,702 and was 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.

The following is a summary of option activity during the years ended April 30, 2014 and 2013:

						Weighted
						Average Exercise
			Number of Shares			Price
	Balance, April 30, 2012		6,000,000		$	0.02
	Options granted and assumed		-			0.00
	Options expired		-			0.00
	Options exercised		-			0.00
	Balance, April 30, 2013		6,000,000			0.02
	Options granted and assumed		19,600,000			0.03
	Options expired		-			0.00
	Options exercised		-			0.00
	Balance, April 30, 2014		25,600,000		$	0.03

F-22

---

ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

As of April 30, 2014, all stock options outstanding are exercisable.

Stock Warrants –

On July 2, 2013, the Company extended the expiration dates of the following warrants:

	a)	23,020,000 warrants previously issued on July 13, 2011 from an expiration date of July 12, 2013 to July 12, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share; and
	b)	1,000,000 warrants previously issued on September 26, 2011, from an expiration date of September 25, 2013 to September 25, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

On January 16, 2014, the Company extended the expiration dates of the following warrants:

	a)	22,476,840 warrants previously issued on February 24 2009, from an expiration date of February 23, 2014 to February 23, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share;
	b)	11,455,500 warrants previously issued on January 31, 2010, from an expiration date of January 30, 2014 to January 30, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share;
	c)	32,070,000 warrants previously issued on January 18, 2011, from an expiration date of January 17, 2014 to January 17, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share; and
	d)	11,742,789 warrants previously issued on January 30, 2012, from an expiration date of January 29, 2014 to January 29, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

The following is a summary of warrants activity during the years ended April 30, 2014 and 2013:

						Weighted
						Average Exercise
			Number of Shares			Price
	Balance, April 30, 2012		103,095,129		$	0.10
	Warrants granted and assumed		100,000			0.10
	Warrants canceled		-			0.00
	Warrants expired		-			0.00
	Balance, April 30, 2013		103,195,129			0.10
	Warrants granted and assumed		27,220,000			0.10
	Warrants canceled		-			0.00
	Warrants expired		(1,030,000	)		0.10
	Balance, April 30, 2014		129,385,129		$	0.10

All warrants outstanding as of April 30, 2014 are exercisable.

F-23

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ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2014 AND 2013
(AUDITED) 

13.	RELATED PARTY TRANSACTIONS

For the year ended April 30, 2014, the Company incurred $204,000, in consulting fees expense from companies with a common director or officer, zero in compensation expense for the issuance of common stock to directors and officers of the Company, and $353,666 in compensation expense for the issuance of stock options to directors and officers of the Company.

For the year ended April 30, 2013, the Company incurred $204,000, in consulting fees expense from companies with a common director or officer, zero in compensation expense for the issuance of common stock to directors and officers of the Company, and zero in compensation expense for the issuance of stock options to directors and officers of the Company.

14.	INCOME TAXES

FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $3,550,240 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

	For the period ended April 30,		2014			2013
	Book loss for the year	$	(1,444,222	)	$	(1,319,011	)
	Adjustments:
	Impairment expenses		-			213,400
	Allowance for doubtful accounts		-			14,041
	Non-deductible stock compensation		571,972			-
	Tax loss for the year	$	(872,250	)	$	(1,091,570	)
	Estimated effective tax rate		35%			35%
	Deferred tax asset	$	305,288		$	382,050

The total valuation allowance is $3,550,240. Details for the last two periods are as follows:

	For the period ended April 30,		2014			2013
	Deferred tax asset	$	3,550,240		$	3,244,953
	Valuation allowance		(3,550,240	)		(3,244,953	)
	Current taxes payable		-			-
	Income tax expense	$	-		$	-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

	Year		Amount			Expiration
	2014	$	872,250			2034
	2013	$	1,091,570			2033

F-24

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15.	SUBSEQUENT EVENTS

Joint Venture Agreement

On April 16, 2014, the Company entered into an agreement with GJS Capital Corp (the “Creditor”) that the Creditor agrees to fund up to $287, 500 to the Scottsdale facility. As of the year ended April 30, 2014, the Company received a total of $163,654 contribution to the Company’s Scottsdale facility under this agreement.  From May 1, 2014 to August 13, 2014, the Creditor funded an additional $113,346, for a total contribution of $277,000. (See Note 2)

Letter of Intent

On July 10, 2014, the Company entered into a letter of intent with Lafarge North America Inc. (“Lafarge”) dated for reference July 7, 2014 (the “Letter of Intent"). As outlined in the Letter of Intent, the Company and Lafarge wish to enter into a joint venture (the “Venture”) with respect to the commercialization of the Company’s process for the recovery of precious metals from coal ash and other materials (the “Technology”). The Venture is subject to completion of satisfactory due diligence by both parties and the entry into a definitive agreement. The Letter of Intent shall terminate on December 31, 2015.

During the term of the Letter of Intent, the Company and Lafarge have agreed to do the following:

	a)	Lafarge has agreed to provide the time and expertise of Steve Butler, a Lafarge technician, to assist the Company in the commercialization of the Technology, for up to 50 hours per month, for a period expiring December 31, 2014. In addition, Lafarge has agreed to provide sufficient lab facilities and equipment to Mr. Butler and cover all of the expenses related to Mr. Butler’s services, including, but not limited to, salary, benefits and reasonable travel costs.
	b)	In exchange for Mr. Butler’s services, the Company has agreed to grant an exclusive right to Lafarge to exploit the Technology, subject to certain royalties, at 28 coal fired power generation stations under contract with Lafarge, up to 7 additional stations to be identified by Lafarge, and at facilities where Lafarge stores its coal by-products.
	c)	The Company has agreed to develop a business plan for the commercialization of the Technology and present it to Lafarge no later than January 31, 2015.

Extension of Warrants

On July 10, 2014, the Company extended the expiration dates of 23,020,000 warrants previously issued on July 13, 2011, from an expiration date of July 12, 2014 to July 12, 2015. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

F-25

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an assessment of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2014 (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.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that its internal control over financial reporting was effective as of the Evaluation Date.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

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 April 30, 2014 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that its disclosure controls and procedures, nor its internal control over financial reporting, will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives and our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective at a reasonable, but not absolute, assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to the costs.

Because of the inherent limitations in all control systems, no assessment of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. Inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time the degree of compliance with the policies or procedures may deteriorate or the controls may become inadequate due to changes in conditions.

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ITEM 9B.

OTHER INFORMATION.

None.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of our officers and directors:

Name	Age	Positions
K. Ian Matheson	73	Chief Executive Officer, President and Director
Jason S. Mitchell	44	Chief Financial Officer, Treasurer, Secretary and Director
Michael C. Boyko	42	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

K. Ian Matheson was appointed a member of our Board of Directors on June 25, 2008 and our Chief Executive Officer and President on November 19, 2008. Mr. Matheson earned a Bachelor of Commerce degree from the University of British Columbia in 1963. In 1964 and 1965 he attended McGill University in Montreal, Quebec where he earned a degree as a Chartered Accountant at the Quebec Institute of Chartered Accountants. He was admitted into the British Columbia Institute of Chartered Accountants in 1965. From 1965 to 1967 he worked as a Chartered Accountant with Coopers and Lybrand in Vancouver, BC. He is presently a member of the British Columbia Institute of Chartered Accountants and the Canadian Institute of Chartered Accountants. Mr. Matheson was a member of the board of directors of Searchlight Minerals Corp. (OTCBB) from February 10, 2005 to February 16, 2007. Mr. Matheson has also been a director and officer of numerous private companies that have been involved in the research and development of precious metals in the southern Nevada area.

Jason S. Mitchell was appointed our Chief Financial Officer and Treasurer on February 1, 2008, our Secretary on November 19, 2008, and a member of our Board of Directors on May 28, 2008. Mr. Mitchell earned a Masters of Accountancy degree from Southern Utah University in 1994. He is a Certified Public Accountant, who has, since April, 2005, been a self-employed financial consultant, providing consulting services and preparing financial statements for numerous companies. From October 1998 to October 2004, Mr. Mitchell was a corporate controller, principal accounting officer, vice president and manager of merger and acquisitions for USI Holdings Corporation, a Nasdaq listed insurance brokerage firm where Mr. Mitchell oversaw financial reporting responsibilities, prepared SEC annual and quarterly filings, generated financial models and assisted in its October 2002 $90 million initial public offering. From October 1994 to September 1998, Mr. Mitchell worked as an auditor for Arthur Andersen LLP and KPMG Peat Marwick.

Michael C. Boyko was appointed a member of our Board of Directors on April 2, 2009. Mr. Boyko obtained his Bachelor of Science in Finance from Arizona State University and is a member of the AMIGOS – Arizona Mining Association and the Arizona Society for Mining Engineers. Since March 2014, Mr. Boyko has been the president, CEO and director of America Greener Technologies, Inc. (OTCBB: AGRN). Since 2003, Mr. Boyko has been the president and owner of Advanced Integrated Resource, LLC, a private company that markets process equipment to the mining and power industry. From 2001 to 2003, Mr. Boyko was employed at T.A. Caid Industries, a private company, where he developed a new business segment focused on equipment representation and sales to mines and power plants. From 1998 to 2001, Mr. Boyko was the managing partner and vice president of business development of BME Engineering, a private company that focused on industrial process equipment for mines and power plants, where he managed sales, marketing and manufacturing. Mr. Boyko is also Mine Safety and Health Administration (MSHA) certified.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors does not maintain a separately-designated standing audit committee. As a result, all of our directors act as our audit committee. K. Ian Matheson, our Chief Executive Officer and President, and Jason S. Mitchell, our Chief Financial Officer, each meet the definition of an “audit committee financial expert.” Mr. Matheson and Mr. Mitchell are not independent as they act as executive officers.

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We presently do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors, or until their successors are appointed.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our executive officers and directors, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended April 30, 2007, filed on July 30, 2007. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based solely on our review of such reports received by the Company, the Company has determined that the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act:

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ITEM 11.

EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, during the fiscal years ended April 30, 2014 and 2013.

Notes:
(1)	Under the terms of a verbal agreement, we agreed to pay Mr. Matheson $5,000 per month for consulting services provided by Mr. Matheson.
(2)	Effective February 24, 2009, we entered into a management consulting agreement with Mr. Mitchell whereby Mr. Mitchell receives a consulting fee of $12,000 per month and we agreed to issue to Mr. Mitchell an aggregate of 3,000,000 restricted shares of our common stock to be distributed to Mr. Mitchell on the following basis (i) 750,000 shares on February 24, 2009; (ii) 750,000 Shares on March 1, 2009; (iii) 750,000 Shares on March 1, 2010; and (iv) 750,000 Shares on March 1, 2011. The amounts paid to Mr. Mitchell during the fiscal years ended April 30, 2014 and 2013 were paid to Cedar Financial Inc., a company controlled by Mr. Mitchell.
(3)	Under the terms of a verbal agreement, we agreed to pay Mr. Boyko $10,000 a month for management consulting services. Mr. Boyko’s consulting services ended May 2012. The amounts paid to Mr. Boyko during the fiscal years ended April 30, 2013 were paid to Advanced Integrated Resource, a company controlled by Mr. Boyko.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised options for each our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, as of our fiscal year ended April 30, 2014:

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DIRECTOR COMPENSATION TABLE

During the year ended April 30, 2014, we did not pay or accrue any compensation to our Board of Directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

Equity Compensation Plan Information

2011 Stock Option Plan

Effective September 7, 2010, we adopted the 2011 Stock Incentive Plan (the “2011 Plan"). The 2011 Plan allows us to grant certain options to our directors, officers, employees, and eligible consultants. The purpose of the 2011 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees, and eligible consultants to acquire and maintain stock ownership in us in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2011 Plan allows us to grant options to our officers, directors, and employees. In addition, we may grant options to individuals who act as our consultants, 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 16,700,000 shares of our common stock are available for issuance under the 2011 Plan. We may increase the maximum aggregate number of shares that may be optioned and sold under the 2011 Plan provided the maximum aggregate number of shares that may be optioned and sold under the 2011 Plan shall at no time be greater than 15% of the total number of shares of common stock outstanding.

The 2011 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 2011 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 2011 Plan must be approved by our stockholders within 12 months of its adoption. The 2011 Plan has not been approved by our stockholders. Non-qualified stock options granted under the 2011 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2011 Plan are non-transferable, other than by will or the laws of descent and distribution.

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The 2011 Plan terminates on September 7, 2020, unless sooner terminated by action of our Board of Directors. No option is exercisable by any person after such expiration. If an award expires, terminates or is canceled, the shares of our common stock not purchased thereunder shall again be available for issuance under the 2011 Plan.

On June 20, 2013, our Board of Directors determined that: (a) no new options may be granted under the 2011 Plan; and (b) the 2011 Plan is to be terminated once all outstanding options granted under the 2011 Plan have been exercised, expired, or otherwise terminated.

2013 Stock Option Plan

Effective June 20, 2013, we adopted the 2013 Stock Incentive Plan (the “2013 Plan"). The 2013 Plan allows us to grant certain options to our directors, officers, employees, and eligible consultants. The purpose of the 2013 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees, and eligible consultants to acquire and maintain stock ownership in us in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2013 Plan allows us to grant options to our officers, directors, and employees. In addition, we may grant options to individuals who act as our consultants, 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 27,800,000 shares of our common stock are available for issuance under the 2013 Plan. We may increase the maximum aggregate number of shares that may be optioned and sold under the 2013 Plan provided the maximum aggregate number of shares that may be optioned and sold under the 2013 Plan shall at no time be greater than 15% of the total number of shares of common stock outstanding less any other outstanding options issued under previous stock option plans.

The 2013 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 2013 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 2013 Plan must be approved by our stockholders within 12 months of its adoption. The 2013 Plan has not been approved by our stockholders. Non-qualified stock options granted under the 2013 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2013 Plan are non-transferable, other than by will or the laws of descent and distribution.

The 2013 Plan terminates on June 20, 2023, unless sooner terminated by action of our Board of Directors. No option is exercisable by any person after such expiration. If an award expires, terminates, or is canceled, the shares of our common stock not purchased thereunder shall again be available for issuance under the 2013 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 26, 2014 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

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Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock(1)	Percentage of Common Stock(1)
DIRECTORS AND OFFICERS
Common Stock	K. Ian Matheson CEO, President & Director	119,421,000 Shares (direct & indirect)(2)	45.1%
Common Stock	Jason S. Mitchell CFO, Treasurer, Secretary & Director	98,140,000 Shares (direct & indirect)(3)	38.6%
Common Stock	Michael C. Boyko Director	9,600,000 Shares (direct & indirect)(4)	4.4%
Common Stock	All Officers and Directors as a Group (3 persons)	170,871,000 Shares (direct & indirect)	58.6%
5% SHAREHOLDERS
Common Stock	K. Ian Matheson CEO, President & Director 2215 Lucerne Circle Henderson, NV 89014	119,421,000 Shares (direct & indirect)(2)	45.1%
Common Stock	Jason S. Mitchell CFO, Treasurer, Secretary & Director 87 Fountainhead Circle (Street) Henderson, NV 89052	98,140,000 Shares (direct & indirect)(3)	37.3%
Common Stock	E-Ore Holdings LLC 2580 Anthem Village Dr. Henderson, NV 89052	41,610,000 Shares (direct)(5)	18.4%
Common Stock	Debra Matheson 2215 Lucerne Circle Henderson, NV 89014	27,350,000 Shares (direct)(6)	12.1%
Common Stock	PPI Holdings LLC 2580 Anthem Village Dr. Henderson, NV 89052	24,800,000 Shares (direct)(7)	11.0%
Common Stock	The Roles Living Trust P.O. Box 74767 Phoenix, AZ 85087	20,300,000 Shares (direct)(8)	9.1%
Common Stock	Gold Crown Holdings LLC 2580 Anthem Village Dr. Henderson, NV 89052	14,680,000 Shares (direct)(9)	6.7%
Common Stock	Valeurs Mobilieres Banque Laurentienne ITF: Robocheyne Consulting Ltd 1981, Rue McGill College-Bur 100 Montreal, QC H3A 3K3	14,000,000 Shares (direct)(10)	6.4%
Common Stock	Bruce Matheson 1658 Beach Grove Road Delta, BC V4L 1P3	12,000,000 Shares (direct)(11)	5.4%

Notes:
(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to

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	direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of common shares actually outstanding on July 26, 2014. As of July 26, 2014, there were 212,813,141 common shares issued and outstanding.
(2)	The number of shares listed as beneficially owned by Mr. Matheson consists of: (i) 31,051,000 shares, 180,000 shares held in trust, options to purchase 5,700,000 shares and warrants to acquire 26,200,000 shares held directly by Mr. Matheson; and (ii) 35,950,000 shares, options to acquire 4,000,000 shares and warrants to acquire 16,340,000 shares held indirectly by Mr. Matheson through E-Ore Holdings LLC and Gold Crown Holdings LLC, companies controlled by Mr. Matheson.
(3)	The number of shares listed as beneficially owned by Mr. Mitchell consists of: (i) 8,150,000 shares, options to purchase 5,700,000 shares and warrants to acquire 2,200,000 shares held directly by Mr. Mitchell; and (ii) 48,850,000 shares, options to acquire 4,000,000 shares and warrants to acquire 29,240,000 shares held indirectly by Mr. Mitchell through E-Ore Holdings LLC, PPI Holdings LLC, Gold Crown Holdings LLC and Cedar Financial Inc., companies controlled by Mr. Mitchell.
(4)	The number of shares listed as beneficially owned by Mr. Boyko consists of: (i) 2,500,00 shares, options to acquire 3,000,000 shares and warrants to acquire 1,100,000 shares held directly by Mr. Boyko; and (ii) 1,500,000 shares and warrants to acquire 1,500,000 shares held indirectly by Mr. Boyko through Advanced Integrated Resource LLC, a company controlled by Mr. Boyko.
(5)	The number of shares listed as beneficially owned by E-Ore Holdings LLC, consists of 28,110,000 shares, options to acquire 4,000,000 shares and warrants to acquire 9,500,000 shares held directly by E-Ore Holdings LLC.
(6)	The number of shares listed as beneficially owned by Mrs. Matheson consists of 14,250,000 shares, and warrants to acquire 13,100,000 shares held directly by Mrs. Matheson.
(7)	The number of shares listed as beneficially owned by PPI Holdings LLC consists of 12,400,000 shares and warrants to acquire 12,400,000 shares held directly by PPI Holdings LLC.
(8)	The number of shares listed as beneficially owned by The Roles Living Trust consists of 10,000,000 shares, and warrants to acquire 10,300,000 shares held directly by The Roles Living Trust.
(9)	The number of shares listed as beneficially owned by Gold Crown Holdings LLC consists of 7,840,000 shares and warrants to acquire 6,840,000 shares held directly by Gold Crown Holdings LLC.
(10)	The number of shares listed as beneficially owned by Robocheyne Consulting Ltd. consists of 7,000,000 shares and warrants to acquire 7,000,000 shares held directly by Robocheyne Consulting Ltd.
(11)	The number of shares listed as beneficially owned by Mr. B. Matheson consists of 4,500,000 shares and warrants to acquire 7,500,000 shares held directly by Mr. B. Matheson.

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

RELATED TRANSACTIONS

Except as described below, none of the following parties has, during the last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

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Indebtedness

We have received a number of short-term loans from our directors, officers and companies controlled by our directors and officers. The funds received from these loans have been used by us as general working capital as we pursue our plan of operation. A summary of the amounts owed to related parties is provided below:

(a)	As at April 30, 2014 and 2013, we were indebted to Mr. Matheson for principal amounts totaling $258,000 and $757,877, respectively. The amounts bear interest at a rate of 10% per annum, are unsecured and due on demand. Accrued Interest at April 30, 2014 and 2013 totaled $111,994 and $57,781, respectively. As at April 30, 2014 and 2013 we are indebted to Mr. Matheson for $195,000 and $135,000, respectively, in accrued compensation. On November 18, 2013, $500,000 of debt was converted to 10,000,000 Units (see Private Placements with Related Parties below).
(b)	As at April 30, 2013, we were indebted to PPI Holdings LLC, a company controlled by Mr. Mitchell, in the principal amount of $237,516, which was PPI Holdings LLC’s cost to build an Extraction Processing Plant for us. Additionally, we were indebted to PPI Holdings, LLC for the principal amount totaling $40,000 at April 30, 2013. The amount bears interest at a rate of 10% per annum, is unsecured and due on demand. Accrued Interest at April 30, 2014 and 2013 totaled $1,869 and $4,614, respectively. On November 18, 2013, $280,000 of debt and interest was converted to 5,600,000 Units (see Private Placements with Related Parties below).
(c)	As at April 30, 2014 and 2013, we were indebted to Gold Crown Holdings LLC, a company controlled by Mr. Matheson and Mr. Mitchell, for interest accrued in the amount of zero and $1,000, respectively.
(d)	As at April 30, 2013 we are indebted to Mr. Boyko for $75,000 in accrued compensation. On November 18, 2013, the debt was converted to 1,500,000 Units (see Private Placements with Related Parties below).

Private Placements with Related Parties

During the years ended April 30, 2014 and 2013, we completed the following private placements to our directors, officers and companies controlled by our directors and officers.

(a)

On November 18, 2013, we issued: (i) 10,000,000 units (each a “Unit”) to Mr. Matheson, to settle outstanding indebtedness of $500,000; (ii) 5,600,000 Units to PPI Holdings, LLC to settle outstanding indebtedness of 280,000; (iii) 1,500,000 Units to Advance Integrated Resource LLC to settle outstanding indebtedness of $75,000; and (iv) Units to Cedar Financial Inc. for cash proceeds of $25,000. On November 19, 2013, we issued 500,000 Units to Mr. Matheson for cash proceeds of $25,000. Each Unit is 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 the Company's common stock at an exercise price of $0.10 for a two year period from the date of issuance. The issuances were completed pursuant to the provisions of Section 4(2) of the Act.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. All of our directors are considered executive officers under Rule 3b-7 of the Exchange Act. Therefore, none of our directors are independent.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

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ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the fiscal years ended April 30, 2014 and 2013 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

		Year Ended April 30, 2014			Year Ended April 30, 2013
Audit Fees	$	25,250		$	25,250
Audit-Related Fees		-			-
Tax Fees		-			1,000
All Other Fees		-			-
Total	$	25,250		$	26,250

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PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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Exhibit
Number	Description of Exhibits
10.18	Consulting Services Agreement dated February 1, 2012 between the Company and Alvin A. Snaper.(8)
10.19	Agreement dated June 14, 2012 between the Company and Phoenix PMX LLC.(9)
10.20	2013 Stock Incentive Plan.(10)
10.21	Settlement and Security Release Agreement dated September 27, 2013 between the Company and Golden Anvil S.A. de C.V.(12)
10.22	Form of Non-Qualified Option Agreement.(13)
10.23	Convertible Loan Agreement dated April 16, 2014, between the Company and Bruce Matheson.(14)
10.24	Loan and Joint Venture Agreement dated April 16, 2014, between the Company and GJS Capital Corp.(15)
10.25	Letter of Intent dated for reference July 7, 2014, between the Company and Lafarge North America Inc.(16)
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.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

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 26, 2009.
(7)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 15, 2010.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed February 1, 2012.
(9)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 20, 2012.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 24, 2013.
(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed August 28, 2013.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed October 2, 2013.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 1, 2013.
(14)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed April 21, 2014.
(15)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed April 21, 2014.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed July 16, 2014.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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