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

FORM 10-K/A
(Amendment No. 1)

(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, 2016

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

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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:
$2,095,402.14 as of October 31, 2015, based on $0.016, the price at which the common equity was last sold.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
As of July 26, 2016, the Registrant had 228,793,634 shares of common stock outstanding.

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EXPLANATORY NOTE

Amendment No. 1

Royal Mines and Minerals Corp. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended April 30, 2016, as originally filed with the Securities and Exchange Commission (“SEC”) on July 29, 2016 (the “Original Form 10-K”).

This Amendment No. 1 amends the disclosure under Item 8 of Part II of the Original Form 10-K to include a revised report of Independent Registered Public Accounting Firm that addresses the restatement discussed in our explanatory note from the Original Form 10-K, which is set forth below.

Item 15 of Part IV of this Amendment No. 1 has been amended to contain the currently dated certifications from our principal executive officer and principal financial officer, as required by Section 302 and 906 of Sarbanes-Oxley Act of 2002 and Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

Except as described above, Amendment No. 1 does not modify, amend or update the disclosure made in the Original Form 10-K The filing of this Amendment No. 1 shall not be deemed an admission that the Original Form 10-K, when made, included any untrue statements of material fact or omitted to state a material fact necessary to make a statement not misleading.

Explanatory Note from Original Form 10-K

Our Board of Directors, in consultation with management, determined that our Balance Sheet as of April 30, 2015 contained in our annual report on Form 10-K for the year ended April 30, 2015 should be restated due to default of payment on equipment leased in our Scottsdale Facility.

With this report we are filing to restate our financial statements for the year ended April 30, 2015 because of changes in the presentation of the Financial Statements for the default of payment on equipment leased in our Scottsdale Facility. This restatement had an impact on our Balance Sheet, Statement of Operations and Comprehensive Loss, Statement of Cash Flows and Statement of Stockholders' Deficit for the applicable period. This restatement led our management to conclude that an additional material weakness was present in our disclosure controls and procedures as of April 30, 2015. For additional background on the restatement, please see Note 16 to our Financial Statements.

Effects of the Restatement Due to Default of Payment of Leased Equipment

The following table provides a summary of selected line items from our consolidated balance sheet, statement of operation and comprehensive loss and cash flows as of April 30, 2015 affected by this restatement.

			As Previously			Restatement
			Reported			Adjustments			As Restated
Balance Sheet – April 30, 2015
Accounts payable		$	254,938		$	128,032		$	382,970
Total current liabilities		$	1,405,399		$	128,032		$	1,533,431
Deferred rent		$	12,518		$	(12,518	)	$	-
Total non-current liabilities		$	12,518		$	(12,518	)	$	-
Total liabilities		$	1,417,917		$	115,514		$	1,533,431
Statement of Operations and Comprehensive Loss			–
For the Year Ended April 30, 2015
Mineral exploration and evaluation expenses		$	423,731		$	115,514		$	539,245
Total operating expenses		$	1,744,012		$	115,514		$	1,859,526
Loss from operations		$	1,744,012		$	115,514		$	1,859,526
Net loss		$	1,805,005		$	115,514		$	1,920,519
Comprehensive loss		$	1,305,005		$	115,514		$	1,420,519

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Statement of Cash Flows – For the Year Ended April 30, 2015
Net loss		$	1,805,005		$	115,514		$	1,920,519
Accounts payable		$	54,081		$	128,032		$	182,113
Deferred rent		$	(12,881	)	$	(12,518	)	$	(25,399	)

Except for certain updated information in the items listed above, there have been no changes to the financial statements filed in our annual report on Form 10-K for the year ended April 30, 2015.

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ITEM 8.             FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm (RBSM);
2.	Audited Financial Statements for the Years Ended April 30, 2016 and 2015, including:
3.	Balance Sheets at April 30, 2016 and 2015;
4.	Statements of Operations and Comprehensive Loss for the years ended April 30, 2016 and 2015;
5.	Statement of Stockholders’ Deficit for the years ended April 30, 2016 and 2015;
6.	Statements of Cash Flows for the years ended April 30, 2016 and 2015; and
7.	Notes to Financial Statements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of
Royal Mines and Minerals Corp
2580 Anthem Village Dr.
Henderson, NV 89052

 

We have audited the accompanying balance sheets of Royal Mines and Minerals Corp (the “Company”) as of April 30, 2016, and 2015, and the related statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the years in the two-year period ended April 30, 2016. 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 financial 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. as of April 30, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2016, 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.

As discussed in Note 16 to the financial statements, the Company has restated its financial statements as of April 30, 2015 and related statement of operation, comprehensive loss, stockholders’ deficit, and cash flows for the year ended April 30, 2015. We audited the adjustments described in Note 16 that were applied.

RBSM LLP

Henderson, Nevada

July 28, 2016

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ROYAL MINES AND MINERALS CORP.
BALANCE SHEETS

		April 30, 2016			April 30, 2015
					(Restated)
ASSETS
Current assets
Cash and cash equivalents	$	60		$	10,860
Other current assets		-			1,037
Total current assets		60			11,897
Non-current assets
Investment in marketable securities		216,648			272,000
Property and equipment, net		97,059			166,824
Other assets		7,655			7,655
Total non-current assets		321,362			446,479
Total assets	$	321,422		$	458,376
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	356,561		$	382,970
Accounts payable - related parties		375,465			266,734
Accrued interest		92,204			70,762
Accrued interest - related parties		206,581			141,935
Loans payable		248,030			248,030
Loans payable - related parties		878,000			373,000
Notes payable		50,000			50,000
Total current liabilities		2,206,841			1,533,431
Total liabilities		2,206,841			1,533,431
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, 228,793,634 shares issued and outstanding		228,794			228,794
Additional paid-in capital		16,430,134			16,400,725
Subscriptions payable		10,000			10,000
Accumulated deficit		(18,554,347	)		(17,714,574	)
Total stockholders' deficit		(1,885,419	)		(1,075,055	)
Total liabilities and stockholders' deficit	$	321,422		$	458,376

See accompanying notes to these financial statements.
F-1

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ROYAL MINES AND MINERALS CORP.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

		For the Years Ended
		April 30, 2016			April 30, 2015
					(Restated)
Revenue	$	-		$	-
Operating expenses:
Mineral exploration and evaluation expenses		282,968			539,245
Mineral exploration and evaluation expenses - related parties		69,803			87,974
General and administrative		115,113			129,133
General and administrative - related parties		154,254			176,967
Depreciation and amortization		69,765			74,615
Impairment of intellectual property		-			159,610
Other than temporary loss on marketable securities		55,352			528,000
Loss on sale of marketable securities		-			150,253
Loss on legal settlement		-			19,142
Bad debt expense		1,037			720
Gain on forgiveness of accrued interest		-			(6,133	)
Total operating expenses		748,292			1,859,526
Loss from operations		(748,292	)		(1,859,526	)
Other income (expense):
Interest expense		(26,835	)		(32,921	)
Interest expense - related parties		(64,646	)		(28,072	)
Total other income (expense)		(91,481	)		(60,993	)
Net loss	$	(839,773	)	$	(1,920,519	)
Other comprehensive gain (loss):
Amount reclassified from accumulated other comprehensive income		-			500,000
Comprehensive loss	$	(839,773	)	$	(1,420,519	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		228,793,634			220,363,455

See accompanying notes to these financial statements.
F-2

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ROYAL MINES AND MINERALS CORP.
STATEMENTS OF STOCKHOLDERS' DEFICIT

See accompanying notes to these financials statements.
F-3

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ROYAL MINES AND MINERALS CORP.
STATEMENTS OF CASH FLOWS

		For the Years Ended
		April 30, 2016			April 30, 2015
					(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(839,773	)	$	(1,920,519	)
Adjustments to reconcile net loss       to net cash used in operating activities:
Depreciation and amortization		69,765			74,615
Impairment of intellectual property		-			159,610
Stock-based expenses		7,352			27,974
Stock-based expenses - related parties		22,057			62,941
Allowance for bad debt		1,037			720
Loss on sale of marketable securities		-			150,253
Other than temporary loss on marketable securities		55,352			528,000
Gain on forgiveness of accrued interest		-			(6,133	)
Changes in operating assets and liabilities:
Prepaid expenses		-			7,500
Other assets		-			7,587
Accounts payable		(26,409	)		182,113
Accounts payable - related parties		108,731			70,651
Other current liabilities		-			(2,540	)
Accrued interest		21,442			23,544
Accrued interest - related parties		64,646			34,205
Deferred rent		-			(25,399	)
Net cash used in operating activities		(515,800	)		(624,878	)
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of marketable securities		-			49,747
Net cash provided by investing activities		-			49,747
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from contribution on Scottsdale facility		-			165,000
Proceeds from stock issuance		-			170,000
Proceeds from subscriptions payable		-			10,000
Proceeds from borrowings		-			10,000
Proceeds from borrowings - related parties		505,000			163,000
Net cash provided by financing activities		505,000			518,000
NET CHANGE IN CASH		(10,800	)		(57,131	)
CASH AT BEGINNING OF PERIOD		10,860			67,991
CASH AT END OF PERIOD	$	60		$	10,860
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	714		$	954
Income taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of intellectual property for stock	$	-		$	159,610
Stock issued in satisfaction of loans payable, including related party	$	-		$	158,000

See accompanying notes to these financial statements.
F-4

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(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 focused on the development of mining technologies for the proficient extraction of precious metals. The Company's primary objectives are to 1) commercially and viably extract and refine precious metals from specific coal ash (fly and bottom), ores and other leachable assets, 2) use its proprietary processes to convert specific ore bodies and coal ash landfills 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 – The accompanying financial statements were prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the Company’s inability to continue as a going concern. The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business it must raise additional equity or debt capital and continue cost cutting measures. There can be no assurance that the Company will be able to achieve sustainable profitable operations or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management.

F-5

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

If the Company continues to incur operating losses and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, 1) a reduction in the nature and scope of the Company’s operations and 2) the Company’s inability to fully implement its current business plan. There can be no assurance that the Company will successfully improve its liquidity position. The accompanying financial statements do not reflect any adjustments that might be required resulting from the adverse outcome relating to this uncertainty.

As of April 30, 2016, the Company had cumulative net losses of $18,554,347 from operations since inception and had a working capital deficit of $2,206,781. For the year ended April 30, 2016, the Company incurred a net loss of $839,773 and had net cash used in operating activities of $515,800. For the year ended April 30, 2015 the Company incurred a net loss of $1,920,519 and had net cash used in operating activities of $624,878. The Company has not fully started its minerals processing operations, raising substantial doubt about its ability to continue as a going concern.

To address liquidity constraints, the Company will seek additional sources of capital through the issuance of equity or debt financing. Additionally, the Company has reduced expenses, elected to defer payment of certain obligations, deferred payment of our CEO’s salary and reduced staffing levels to conserve cash. The Company is focused on continuing to reduce costs and obtaining additional funding. There is no assurance that such funding will be available on terms acceptable to the Company, or at all. If the Company raises additional funds by selling additional shares of capital stock, securities convertible into shares of capital stock, or by issuing debt convertible into shares of capital stock, the ownership interest of the Company’s existing common stock holders will be diluted.

Use of Estimates - The preparation of financial statements in conformity with U.S. GAAP 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. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, and the realizability of deferred tax assets. 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.

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, 2016 and 2015, the Company has recorded an allowance for doubtful account of $15,798 and $14,761, respectively.

F-6

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

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, 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.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of April 30, 2016 and 2015 as follows:

Fair Value Measurements at April 30, 2016 Using:

	Assets:		Total Carrying			Quoted Marked			Significant Other			Significant
			Value as of			Prices in Active			Observable Inputs			Unobservable
			4/30/2016			Markets (Level 1)			(Level 2)			Inputs (Level 3)
	Investments in marketable securities	$	216,648		$	-		$	216,648		$	-
	Total	$	216,648		$	-		$	216,648		$	-

Fair Value Measurements at April 30, 2015 Using:

F-7

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

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 operating expenses.

Mineral Exploration and Development Costs – Exploration expenditures incurred prior to entering the development stage are expensed and included in mineral exploration and evaluation expense.

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 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's policy is to record an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable either by impairment or by abandonment of the property. The impairment loss is calculated as the amount by which the carrying amount of the assets exceeds its fair value. Impairment expense of zero and $159,610 was recognized for the years ended April 30, 2016 and 2015, respectively.

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

Per Share Amounts - Basic earnings (loss) per share is computed by dividing net income (loss) 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. Potentially dilutive shares, such as stock options and warrants, are excluded from the calculation when their inclusion would be anti-dilutive, such as when the exercise price of the instrument exceeds the fair market value of the Company’s common stock and when a net loss is reported. The dilutive effect of convertible debt securities is reflected in the diluted earnings (loss) per share calculation using the if-converted method. Conversion of the debt securities is not assumed for purposes of calculating diluted earnings (loss) per share if the effect is anti-dilutive. As of April 30, 2016 and 2015, stock options and warrants outstanding were 165,785,129 and 159,785,129 respectively, but were not considered in the computation of diluted earnings per share as their inclusion would be anti-dilutive.

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.

F-8

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

For acquired properties that do not constitute a business a 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.

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. 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 February 2016, the FASB issued Accounting Standard (“ASU”) 2016-02, Leases. The standard requires that a lessee recognize on the balance sheet assets and liabilities for leases with lease terms of more than 12 months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease have not significantly changed from the previous GAAP. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal year, with early adoption permitted. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.

In November 2015, the FASB issued ASU 2015-17 which simplifies income tax accounting. The update requires that all deferred tax assets and liabilities be classified as noncurrent on the balance sheet instead of separating deferred taxes into current and noncurrent amounts. This update is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and early adoption is permitted. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company is currently assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.

F-9

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.

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 December 31, 2016 (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”) on 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, 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.

F-10

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

The Company has been operating in the Scottsdale facility in prior years using the same technology licensed by the Company. As of April 30, 2016 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 the legal obligation of the Company. As of April 30, 2016, 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 has been deposited by the Company into bank accounts owned by the Company. As of April 30, 2016, the Creditor funded a total of $329,000. As of April 30, 2016 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 $329,000 as contributed capital since in substance, the Creditor has secured future revenue of the Scottsdale facility operations with such funds. For the year ended April 30, 2016 and 2015, the Company received contributions totaling zero and $165,000, respectively.

3.	INVESTMENT IN MARKETABLE SECURITIES

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. The Gainey shares are held in escrow and will be released pursuant to the terms of a surplus escrow agreement as follows. The company cannot enter into any sales transaction of the Gainey shares prior to their release.

On March 30, 2015, the Company sold 400,000 Gainey shares to the Creditor (see Note 2) for $49,747 cash, net of currency exchange and other banking fees. The cost of the 400,000 Gainey shares was $200,000. The Company recorded a loss on sale of marketable securities of $150,253.

As of April 30, 2016 and 2015, investment in marketable securities consisted of $216,648 and $272,000, respectively. The Company held 1,600,000 Gainey Capital Corp. (“Gainey”) common shares, and the market value was $0.135 and $0.17 per share, on April 30, 2016 and 2015, respectively. As of April 30, 2016, 60% of the shares have been released, of which 20% were sold on March 30, 2015. Gainey shares are traded on the Vancouver exchange under the stock symbol GNC.V and on the OTC Pink marketplace under the stock symbol GNYPF. 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.

F-11

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

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 other-than-temporary.

The following is a summary of available-for-sale marketable securities as of April 30, 2016:

			Cost			Unrealized Gain			Realized (Losses)			Market or Fair Value
	Equity
	securities	$	800,000		$	--		$	(583,352	)	$	216,648
	Total	$	800,000		$	--		$	(583,352	)	$	216,648

The following is a summary of available-for-sale marketable securities as of April 30, 2015:

			Cost			Unrealized Gain			Realized (Losses)			Market or Fair Value
	Equity
	securities	$	800,000		$	--		$	(528,000	)	$	272,000
	Total	$	800,000		$	--		$	(528,000	)	$	272,000

4.	PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

			As of			As of
			April 30, 2016			April 30, 2015
	Process, lab and office equipment	$	406,316		$	406,316
	Less: accumulated depreciation		(309,257	)		(239,492	)
		$	97,059		$	166,824

Depreciation expense was $69,765 and $74,615 for the years ended April 30, 2016 and 2015, respectively.

5.	INTELLECTUAL PROPERTY

On August 20, 2014, the Company entered an Amended and Restated License Agreement with Alvin C. Johnson, Jr. (“Licensor”), whereby the Licensor has been granted 7,980,493 shares of common stock as consideration for the cancellation by the Licensor of a 3.75% gross royalty on the proceeds from any commercial use of our license on the process for the recovery of precious metals from coal ash and other materials. The intellectual property was valued at $159,610 or $0.02 per share of common stock. The Company’s market price on August 20, 2014, and has been capitalized as intellectual property. Based on the unpredictable timing of estimated future cash flows expected to be generated from the intellectual property, the Company recognized an impairment expense of $159,610 during the year ended April 30, 2015.

6.	ACCOUNTS PAYABLE - RELATED PARTIES

As of April 30, 2016 and 2015, accounts payable – related parties of $375,465 and $266,734, respectively, mainly consisted of expenses paid by and consulting fees due to the CEO of the Company.

7.	LOANS PAYABLE AND ACCRUED INTEREST

As of April 30, 2016 and 2015, loans payable of $248,030, consists of borrowings payable to unrelated third parties. A loan of $98,030 bears 12% interest, is unsecured and is due on demand. A loan of $150,000 (see Note 2) bears interest at a rate of 6% per annum, compounded annually and has a maturity date of December 31, 2016.

F-12

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

As of April 30, 2016 and 2015, accrued interest was $92,204 and $70,762, respectively.

8.	LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTIES

As of April 30, 2016 and 2015, loans payable – related parties of $878,000 and $373,000, respectively, consists of borrowings, directly and indirectly, from the CEO of the Company. The balances bear 10% interest, are unsecured and are due on demand.

As of April 30, 2016 and 2015, accrued interest – related parties was $206,581 and $141,935, respectively. Related parties – interest expense was $64,646 and $28,072 for the years ended April 30, 2016 and 2015, respectively.

9.	NOTES PAYABLE

As of April 30, 2016 and 2015, notes payable consists of an unsecured $50,000 payable to New Verde River Mining and Robert H. Gunnison. The note payable bears 6% interest annually, is unsecured and is due on demand.

10.	COMMITMENTS AND CONTINGENCIES

Lease obligations – The Company has operating leases for its corporate office, corporate housing and plant facilities. All operating leases are month-to-month. Future minimum lease payments under the operating leases as of April 30, 2016 are as follows:

Lease expense was $84,597 and $248,720 for the years ended April 30, 2016 and 2015, 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 sought to recover damages of at least $108,581, including, but not limited to: 1) $56,358 rent; 2) $52,223 for maintenance, clean-up costs and construction; and 3) undetermined damages for additional repair, clean up and legal fees.

On October 22, 2014, the Company reached a settlement with the Landlord to pay $70,000 as follows: $5,000 on or before November 24, 2014 (amount has been paid); $5,000 payable 90 days thereafter (amount has been paid); six payments of $7,000 due every 90 days thereafter (four payments of $7,000 have been paid as of April 30, 2016); and two $9,000 payments due every 90 days thereafter. Each payment has a 3 day cure/grace period. Any later payment will trigger a default and immediate recordation/enforcement of a judgment. Payment is secured by a judgment for $78,969 plus attorney fees incurred by Landlord to date, plus any further attorney fees incurred in relation to the judgment. The judgment will not be executed unless the Company defaults on its payment obligations noted above. As of April 30, 2016, the Company has a liability in the amount of $32,000 recorded in accounts payable related to this matter.

On May 1, 2015, the Company received an amended notice of civil claim (the “Claim”), dated April 1, 2015 (original filed on December 31, 2014), that was filed in the Supreme Court of British Columbia, by 1254859 Ontario Inc. (the “Plaintiff”), alleging breach of specific performance and breach of contract in relation to the Golden Anvil Asset Purchase by Gainey (see Note 3). The Plaintiff seeks to recover damages of including, but not limited to: 1) 1,000,000 shares of Gainey stock; 2) damages in lieu of specific performance; and 3) damages for breach of contract.

F-13

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

On June 1, 2015, the Company filed a response to the Claim, denying: 1) entering into any oral agreement; 2) that the Plaintiff presented a potential transaction with Gainey; 3) that there was any fee payable to Plaintiff upon completion of a transaction with Gainey; 4) any existence of an agreement with Plaintiff and as such, the Gainey transaction was not related to any agreement with Plaintiff; and 5) any obligation to pay a fee to Plaintiff, contractually or otherwise. While the Company intends to vigorously defend the lawsuit, there is no assurance that the Company will be able to successfully defend the lawsuit.

On January 29, 2016, the Plaintiff filed a Notice of Application (the “Application”) in the Supreme Court of British Columbia, seeking an injunction to prohibit the distribution of shares of Gainey Capital Corp. held by the Company. A hearing took place on March 17, 2016. On June 16, 2016, the Application was dismissed against the Company.

No other legal proceedings are pending, threatened or contemplated.

11.	STOCKHOLDERS’ EQUITY

Common and Preferred Stock:

As of April 30, 2016 and 2015, there were 228,793,634 shares of common stock issued and outstanding and zero shares of preferred stock issued and outstanding.

During the year ended April 30, 2016, there was no stock issued.

During the year ended April 30, 2015, the Company’s stockholders’ equity activity consisted of the following:

	a)	On August 20, 2014, the Company entered an Amended and Restated License Agreement with Alvin C. Johnson, Jr. (“Licensor”), whereby the Licensor was granted 7,980,493 shares of common stock as consideration, fair valued at $159,610, for the cancellation by the Licensor of a 3.75% gross royalty on the proceeds from any commercial use of our license on the process for the recovery of precious metals from coal ash and other materials.
	b)	On September 5, 2014, the Company issued 2,400,000 shares of common stock to two officers for options exercised at $0.02 per share in satisfaction of debt totaling $48,000.
	c)	On March 31, 2015, the Company issued an aggregate of 3,400,000 units at a price of $0.05 per unit in separate concurrent private placement offerings for aggregate cash proceeds of $170,000. 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 the Company's common stock at an exercise price of $0.10 for a two-year period from the date of issuance.
	d)	On March 31, 2015, the Company issued an aggregate of 2,200,000 units at a price of $0.05 per unit in separate concurrent private placement offerings to settle outstanding indebtedness of $110,000 in principle and $6,133 in accrued interest. The Company recorded a gain on the settlement of $6,133. 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 the Company's common stock at an exercise price of $0.10 for a two-year period from the date of issuance.

F-14

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

e)

During the year ended April 30, 2015, the Company received $10,000 in subscription payable in a private offering for 200,000 units.

12.	STOCK OPTIONS AND WARRANTS

At April 30, 2016, the Company had the following stock option plans available:

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. At April 30, 2016, the Company had 2,219,045 shares of the Company’s common stock 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 December 25, 2015, the Company granted non-qualified stock options under the 2013 Plan for the purchase of 6,000,000 shares of common stock at $0.005 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire December 29, 2020. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a bond equivalent yield of 1.25%, volatility of 268%, estimated life of 5 years and closing stock price of $0.005 per share on the date of grant. The value for the 6,000,000 stock options is $29,409.

On March 25, 2015, the Company granted non-qualified stock options under the 2013 Plan for the purchase of 6,500,000 shares of common stock at $0.01 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire March 25, 2020. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a bond equivalent yield of 1.41%, volatility of 291%, estimated life of 5 years and closing stock price of $0.01 per share on the date of grant. The value for the 6,500,000 stock options is $90,915.

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. The value for the 1,500,000 stock options is $29,485.

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. The value for the 18,100,000 stock options is $542,487.

From the date of inception through April 30, 2016, compensation expense related to the granting of stock options under the 2013 Plan was $665,857, of which $117,106 was recorded in minerals exploration and evaluation expenses, $29,642 was recorded in minerals exploration and evaluation expenses – related parties, $128,391 was recorded in general and administrative and $390,718 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, 2016, 32,100,000 of the options granted were outstanding.

The following is a summary of option activity during the years ended April 30, 2016 and 2015:

F-15

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

						Weighted Average
			Number of Shares			Exercise Price
	Balance, April 30, 2014		25,600,000		$	0.03
	Options granted and assumed		6,500,000			0.01
	Options expired		(3,600,000	)		0.02
	Options exercised		(2,400,000	)		0.02
	Balance, April 30, 2015		26,100,000			0.03
	Options granted and assumed		6,000,000			0.005
	Options expired		-			0.00
	Options exercised		-			0.00
	Balance, April 30, 2016		32,100,000		$	0.03

As of April 30, 2016, all stock options outstanding are exercisable.

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.

On January 15, 2015, 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, 2015 to February 23, 2016. 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, 2015 to January 30, 2016. 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, 2015 to January 17, 2016. 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, 2015 to January 29, 2016. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

On July 10, 2015, the Company extended the expiration dates of 23,020,000 warrants previously issued on July 13, 2011, from an expiration date of July 12, 2015 to July 12, 2016. Each warrant entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10 per share.

On November 2, 2015, the Company extended the expiration dates of the following warrants:

(a)

100,000 warrants previously issued on November 20, 2012, from an expiration date of November 19, 2015 to November 19, 2017;

F-16

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

	(b)	26,220,000 warrants previously issued on November 18, 2013, from an expiration date of November 18, 2015 to November 18, 2017; and
	(c)	1,000,000 warrants previously issued on November 19, 2013, from an expiration date of November 19, 2015 to November 19, 2017.

Each of the above warrants entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10 per share.

On January 14, 2016, 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, 2016 to February 23, 2018;
	(b)	11,455,500 warrants previously issued on January 31, 2010, from an expiration date of January 30, 2016 to January 30, 2018;
	(c)	32,070,000 warrants previously issued on January 18, 2011, from an expiration date of January 17, 2016 to January 17, 2018; and
	(d)	11,742,789 warrants previously issued on January 30, 2012, from an expiration date of January 29, 2016 to January 29, 2018.

Each of the above warrants entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10 per share.

The following is a summary of warrants activity during the years ended April 30, 2016 and 2015:

						Weighted Average
			Number of Shares			Exercise Price
	Balance, April 30, 2014		129,385,129		$	0.10
	Warrants granted and assumed		5,600,000			0.10
	Warrants canceled		-			0.00
	Warrants expired		(1,300,000	)		0.10
	Balance, April 30, 2015		133,685,129			0.10
	Warrants granted and assumed		-			0.00
	Warrants canceled		-			0.00
	Warrants expired		-			0.00
	Balance, April 30, 2016		133,685,129		$	0.10

All warrants outstanding as of April 30, 2016 are exercisable.

13.	RELATED PARTY TRANSACTIONS

For the year ended April 30, 2016, the Company incurred $202,000, in consulting fees expense from companies with a common director or officer, and $22,057 in compensation expense for the issuance of stock options to directors and officers of the Company.

F-17

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

For the year ended April 30, 2015, the Company incurred $200,000, in consulting fees expense from companies with a common director or officer, and $62,941 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 $4,163,135 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

The total valuation allowance is $4,163,135. Details for the last two periods are as follows:

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

15.	SUBSEQUENT EVENTS

On June 16, 2016, the Supreme Court of British Columbia ruled in favor of the Company, dismissing the Application filed by the Plaintiff on January 29, 2016, seeking an injunction to prohibit the distribution of shares of Gainey Capital Corp. held by the Company.

F-18

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ROYAL MINES AND MINERALS CORP.
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2016 AND 2015
(AUDITED)

On July 7, 2016, the Company extended the expiration dates of 23,020,000 warrants previously issued on July 13, 2011, from an expiration date of July 12, 2016 to July 12, 2018. Each warrant entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10 per share.

16.	RESTATEMENT

Due to default of payment on equipment leased in the Company’s Scottsdale Facility, the Company has restated its balance sheet, statement of operations, statement of stockholders’ deficit and statement of cash flows for the year ended April 30, 2015 to account for the following:

	1)	Increase of accounts payable by $128,032;
	2)	Reduction of deferred rent by $12,518; and
	3)	Increase in mineral exploration and evaluation expenses.
	A summary of the effect of the restatements is as follows:

				As Previously			Restatement
				Reported			Adjustments			As Restated
	Balance Sheet – April 30, 2015
	Accounts payable		$	254,938		$	128,032		$	382,970
	Total current liabilities		$	1,405,399		$	128,032		$	1,533,431
	Deferred rent		$	12,518		$	(12,518	)	$	-
	Total non-current liabilities		$	12,518		$	(12,518	)	$	-
	Total liabilities		$	1,417,917		$	115,514		$	1,533,431
	Statement of Operations and Comprehensive Loss –
	For the Year Ended April 30, 2015
	Mineral exploration and evaluation expenses		$	423,731		$	115,514		$	539,245
	Total operating expenses		$	1,744,012		$	115,514		$	1,859,526
	Loss from operations		$	1,744,012		$	115,514		$	1,859,526
	Net loss		$	1,805,005		$	115,514		$	1,920,519
	Comprehensive loss		$	1,305,005		$	115,514		$	1,420,519
	Statement of Cash Flows – For the Year Ended April
	30, 2015
	Net loss		$	1,805,005		$	115,514		$	1,920,519
	Accounts payable		$	54,081		$	128,032		$	182,113
	Deferred rent		$	(12,881	)	$	(12,518	)	$	(25,399	)

F-19

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PART IV

ITEM 15.           EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated September 24, 2007 among the Company, Royal Mines Acquisition Corp., Royal Mines Inc. and Kevin B. Epp. (4)
2.2	Agreement and Plan of Merger dated October 6, 2007 between the Company and Royal Mines Acquisition Corp. (5)
3.1	Articles of Incorporation. (1)
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share. (2)
3.3	Certificate of Amendment Pursuant increasing the authorized capital of common stock to 900,000,000 shares, par value $0.001 per share.(11)
3.4	Bylaws. (1)
3.5	Articles of Merger between the Company and Royal Mines Acquisition Corp. (5)
4.1	Form of Share Certificate. (1)
10.1	Technology and Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal Mines Inc. (5)
10.2	Lease Agreement dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc. (5)
10.3	Management Consulting Agreement dated February 24, 2009 between the Company and Jason S. Mitchell. (6)
10.4	First Amendment of Lease Agreement dated November 20, 2009 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc. (5)
10.5	2011 Stock Incentive Plan.(7)
10.6	Consulting Services Agreement dated February 1, 2012 between the Company and Alvin A. Snaper.(8)
10.7	Agreement dated June 14, 2012 between the Company and Phoenix PMX LLC.(9)
10.8	2013 Stock Incentive Plan.(10)
10.9	Settlement and Security Release Agreement dated September 27, 2013 between the Company and Golden Anvil S.A. de C.V.(12)
10.10	Form of Non-Qualified Option Agreement.(13)
10.11	Convertible Loan Agreement dated April 16, 2014, between the Company and Bruce Matheson.(14)
10.12	Loan and Joint Venture Agreement dated April 16, 2014, between the Company and GJS Capital Corp.(15)
10.13	Letter of Intent dated for reference July 7, 2014, between the Company and Lafarge North America Inc.(16)
10.14	Amended and Restated License Agreement dated August 20, 2014 between the Company and Alvin C. Johnson Jr.(17)
10.15	Settlement Agreement dated October 22, 2014, between the Company and McKendry Enterprises, Inc. Profit Sharing Plan and Retirement Trust. (18)
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.

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Exhibit
Number	Description of Exhibits
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.
(17)	Filed with the SEC as an exhibit to our Quarterly Report on form 10-Q filed on September 22, 2014.
(18)	Filed with the SEC as an exhibit to our Quarterly Report on form 10-Q filed on December 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.

				ROYAL MINES AND MINERALS CORP.
Date:	September 27, 2016		By:	/s/ K. Ian Matheson
				K. IAN MATHESON
				Chief Executive Officer, President and Secretary
				(Principal Executive Officer)
Date:	September 27, 2016		By:	/s/ Jason S. Mitchell
				JASON S. MITCHELL
				Chief Financial Officer and Treasurer
				(Principal Accounting Officer)

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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