FORM 51-102F3
MATERIAL CHANGE REPORT
| 1. | Name and Address of Company |
Royal Standard Minerals Inc. (“Royal Standard”)
36 Toronto Street
Suite 1000
Toronto, ON M5C 2C5
| 2. | Date of Material Change |
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| October 10, 2012. |
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| 3. | News Release |
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| A news release disclosing the material change was issued on October 10, 2012 through the facilities of Marketwire and filed on SEDAR. |
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| 4. | Summary of Material Change |
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| Royal Standard announced that it and its wholly-owned subsidiary Manhattan Mining Co. have entered into a definitive asset purchase and sale agreement with Scorpio Gold Corporation (SGN.V) ("Scorpio") and Scorpio's wholly-owned subsidiary Goldwedge LLC to sell its Goldwedge and Pinon property interests and the assets related thereto (the "Assets"). The Assets are being sold pursuant to a sale process led by an independent strategic committee of Royal Standard’s board of directors and organized by Royal Standard's independent financial advisors. |
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| As consideration, Royal Standard will receive from Scorpio $1.25 million in cash, 3 million common shares of Scorpio and the assumption by Scorpio of approximately US$12 million in principal and all interest, fees and other amounts due on such principal currently owing by Royal Standard to Waterton Global Value, L.P., Royal Standard's principal creditor. |
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| In addition to the entering into of the asset purchase and sale agreement, Royal Standard announced the resignation of John Fitzgerald from its board of directors effective October 4, 2012. |
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| 5. | Full Description of Material Change |
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| Please refer to the press release attached hereto. |
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| 6. | Reliance on subsection 7.1(2) of National Instrument 51-102. |
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| Not applicable. |
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| 7. | Omitted Information |
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| Not applicable. |
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| 8. | Executive Officer |
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| Philip Gross, Interim President and Chief Executive Officer Tel: (775) 487-2454 |
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| 9. | Date of Report |
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| October 18, 2012 |
