Royal Mines and Minerals (RYMM) 10-Q 2009 Q3 Quarterly report

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

FORM 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJanuary 31, 2009

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from ________to ________

COMMISSION FILE NUMBER000-52391

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:As of March 11, 2009, the Registrant had 72,679,852 shares of common stockoutstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended January 31, 2009 are not necessarily indicative of the results that can be expected for the year ending April 30, 2009.

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

2

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

BALANCE SHEET

(Unaudited)

		As of			As of
		January 31, 2009			April 30, 2008
ASSETS
Current assets
Cash and cash equivalents	$	100,461		$	9,794
Prepaid expense (Note 2)		50,400			3,848
Total current assets		150,861			13,642
Property and equipment, net (Note 3)		125,167			200,167
Intellectual property (Note 4)		200,000			200,000
Mineral properties (Note 5)		29,000			22,500
Other assets		5,500			5,500
Total non-current assets		359,667			428,167
Total assets	$	510,528		$	441,809
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	268,518		$	127,310
Accounts payable - related party (Note 6)		181,362			69,308
NVRM payable (Note 7)		102,683			102,683
Loans payable - related party (Note 8)		644,296			515,289
Share subscriptions received (Note 9)		271,000			-
Current portion of long-term debt		-			3,841
Total current liabilities		1,467,859			818,431
Long-term debt		-			-
Total liabilities		1,467,859			818,431
Commitments and contingencies (Note 10)
Stockholders' equity (deficit) (Note 11 and 12)
Common stock, $0.001 par value; 300,000,000 shares
authorized, 46,803,012 and 46,152,252 shares,
respectively, issued and outstanding		46,803			46,152
Preferred stock, $0.001 par value; 100,000,000 shares
authorized, zero shares issued and outstanding		-			-
Additional paid-in capital		6,103,065			5,525,938
Accumulated deficit during development stage		(7,107,199	)		(5,948,712	)
Total stockholders' equity (deficit)		(957,331	)		(376,622	)
Total liabilities and stockholders' equity (deficit)	$	510,528		$	441,809

See Accompanying Notes to Financial Statements
F-1

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

														For the Period
														July 13, 2005
														(Date of Inception)
		For the Three Months Ended						For the Nine Months Ended						Through
		January 31, 2009			January 31, 2008			January 31, 2009			January 31, 2008			January 31, 2009
Revenue	$	-		$	-		$	-		$	-		$	-
Operating expenses
Mineral exploration and evaluation expenses		97,376			201,991			357,935			692,489			1,732,886
General and administrative (Note 12)		407,503			197,310			677,005			543,185			5,225,347
Depreciation and amortization (Note 3)		25,000			25,000			75,000			75,000			183,333
Total operating expenses		529,879			424,301			1,109,940			1,310,674			7,141,566
Loss from operations		(529,879	)		(424,301	)		(1,109,940	)		(1,310,674	)		(7,141,566	)
Other income (expense):
Other income		-			-			-			-			94,115
Interest income		-			11			-			4,551			4,551
Interest expense		(19,475	)		(130	)		(48,547	)		(2,085	)		(64,299	)
Total other income (expense)		(19,475	)		(119	)		(48,547	)		2,466			34,367
Loss from operations before provision for income taxes		(549,354	)		(424,420	)		(1,158,487	)		(1,308,208	)		(7,107,199	)
Income tax benefit		-			-			-			-			-
Net loss	$	(549,354	)	$	(424,420	)	$	(1,158,487	)	$	(1,308,208	)	$	(7,107,199	)
Loss per common share - basic and diluted:
Net loss	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.04	)
Weighted average common shares outstanding -
Basic and diluted		46,729,519			36,131,066			46,386,703			33,111,261

See Accompanying Notes to Financial Statements
F-2

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

								Accumulated
								Deficit During			Total
	Common Stock				Additional			Exploration			Stockholders'
	Shares		Amount		Paid-in Capital			Stage			Equity (Deficit)
Balance, July 13, 2005	-	$	-	$	-		$	-		$	-
Issuance of common stock for cash, $0.001 per share	1,000		1		-			-			1
Net loss	-		-		-			(174,500	)		(174,500	)
Balance, April 30, 2006	1,000		1		-			(174,500	)		(174,499	)
Issuance of common stock for cash, $0.001 per share	12,500,000		12,500		-			-			12,500
Issuance of common stock for cash, $0.01 per share	7,800,000		7,800		70,200			-			78,000
Issuance of common stock for mineral property
options, $0.01 per share	1,050,000		1,050		9,450			-			10,500
Issuance of common stock for cash, $0.10 per share	1,250,000		1,250		123,750			-			125,000
Issuance of common stock for cash,
Reg. S - Private Placement, $0.10 per share	1,800,000		1,800		178,200			-			180,000
Issuance of common stock in acquisition of
intellectual property and equipment, $0.10 per share	2,000,000		2,000		198,000			-			200,000
Net loss	-		-		-			(517,768	)		(517,768	)
Balance, April 30, 2007	26,401,000	$	26,401	$	579,600		$	(692,268	)	$	(86,267	)
Issuance of common stock for cash and subscriptions received,
Reg. S - Private Placement, $0.25 per share	2,482,326		2,482		618,100			-			620,582
Issuance of common stock for cash,
Reg. D - Private Placement, $0.25 per share	3,300,000		3,300		821,700			-			825,000
Issuance of common stock in reverse
acquisition of Centrus Ventures Inc.	13,968,926		13,969		(77,164	)		-			(63,195	)
Issuance of stock options for 4,340,000 shares of common
stock to three officers and five consultants	-		-		3,583,702			-			3,583,702
Net loss	-		-		-			(5,256,444	)		(5,256,444	)
Balance, April 30, 2008	46,152,252	$	46,152	$	5,525,938		$	(5,948,712	)	$	(376,622	)
Issuace of common stock for cash, Reg. S - Private Placement,
$0.50 per share; with attached warrants exercisable at $0.75 per share	200,000		200		99,800			-			100,000
Issuance of common stock in satisfaction of debt, Reg. S - $0.30 per share;
with attached warrants excercisable 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
Net loss	-		-		-			(1,158,487	)		(1,158,487	)
Balance, January 31, 2009	46,803,012	$	46,803	$	6,103,065		$	(7,107,199	)	$	(957,331	)

See Accompanying Notes to Financial Statements
F-3

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

								For the Period
								July 13, 2005
								(Date of Inception)
		For the Nine Months Ended						Through
		January 31, 2009			January 31, 2008			January 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,158,487	)	$	(1,308,208	)	$	(7,107,199	)
Adjustments to reconcile loss from operating
to net cash used in operating activities:
Depreciation and amortization		75,000			75,000			183,333
Stock based expenses (Note 12)		342,550			-			3,926,252
Changes in operating assets and liabilities:
Other current assets		(46,552	)		(10,605	)		(50,400	)
Other assets		-			(5,500	)		(5,500	)
Accounts payable and accrued liabilities		128,195			(120,672	)		363,703
Accounts payable - related party		247,282			33,760			316,590
Net cash used in operating activities		(412,012	)		(1,336,225	)		(2,373,221	)
CASH FLOW FROM INVESTING ACTIVITIES
Cash paid on mineral property claims		(6,500	)		(7,000	)		(18,500	)
Cash acquired on reverse merger		-			2,306			2,306
Purchase of fixed assets		-			(4,000	)		(308,500	)
Net cash used in investing activities		(6,500	)		(8,694	)		(324,694	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		100,000			1,445,582			1,941,081
Share subscriptions (Note 9)		271,000			(505,114	)		271,000
Proceeds / (Payments) on long-term debt		(3,841	)		(5,067	)		-
Proceeds / (Payments) on borrowings - related party		142,020			133,444			586,295
Net cash provided by financing activities		509,179			1,068,845			2,798,376
NET CHANGE IN CASH		90,667			(276,074	)		100,461
CASH AT BEGINNING OF PERIOD		9,794			338,647			-
CASH AT END OF PERIOD	$	100,461		$	62,573		$	100,461
SUPPLEMENTAL INFORMATION
Interest Paid	$	428		$	2,086		$	3,168
Income Taxes Paid	$	-		$	-		$	-
SUPPLEMENTARY DISCLOSURE FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES
Acquisition of intellectual property for stock	$	-		$	-		$	200,000
Acquisition of mineral property for stock	$	-		$	-		$	10,500
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	(63,194	)	$	(63,194	)
Stock issued in satisfaction of debt	$	135,228		$	-		$	135,228

See Accompanying Notes to Financial Statements
F-4

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
	Basis of presentation– The accompanying unaudited financial statements have been prepared in accordance with Securities and Exchange Commission requirements for interim financial statements. Therefore, the financial statements may not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The financial statements should be read in conjunction with the Form 10-KSB for the year ended April 30, 2008 of Royal Mines and Minerals Corp. (the “Company”).
	These interim financial statements present the balance sheet, statements of operations and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.
	These financial statements have been prepared by the Company without audit, and include all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended April 30, 2008.
	Description of Business– The Company is considered an exploration stage company. The Company's primary objective is to bring into commercial production the Company’s mining assets by refining the extracted precious and base metals, and then generate revenues from sales of these refined metals to established commodity brokers. The Company has not yet realized any revenues from its primary objective.
	History– The Company was incorporated on 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.

F-5

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)
	As such, Royal Mines is deemed to be the acquiring enterprise for financial reporting purposes. All acquired assets and liabilities of Centrus were recorded at fair value on the date of the acquisition, as required by the purchase method of accounting, and the tangible net liabilities were debited against equity of the Company. There are no continuing operations of Centrus from the date of acquisition.
	Going Concern- As of January 31, 2009, the Company incurred cumulative net losses of approximately $7,107,199 from operations and has negative working capital of $1,316,998. The Company is still in the exploration stage and has not commenced its mining and metals extraction processing operations, raising substantial doubt about its ability to continue as a going concern.
	The ability of the Company to continue as a going concern is dependent on the Company raising additional sources of capital and the successful execution of the Company’s strategic plan. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives.
	The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
	Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
	Cash and Cash Equivalents- The Company considers all investments with an original maturity of three months or less to be a cash equivalent.
	Property and Equipment- Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).
	The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.
	Mineral Property Rights– The Company capitalizes acquisition and option costs of mineral property rights in accordance with Emerging Issues Task Force (EITF) abstract 04-02. The amount capitalized represents the fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.
	Exploration Costs– Mineral exploration costs are expensed as incurred.
	Impairment of Long-Lived Assets– The Company evaluates the carrying value of acquired mineral property rights in accordance with EITF 04-03, “Mining Assets: Impairment and Business Combinations,” using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

F-6

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)
	The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. Asset impairment is considered to exist if the total estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the discounted estimated future cash flows. Future cash flows are based on estimated quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineering life-of-mine plans.
	In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. With the exception of other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, all assets at a particular operation are considered together for purposes of estimating future cash flows. In the case of mineral interests associated with other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, cash flows and fair values are individually evaluated based primarily on recent exploration results.
	Various factors could impact the Company’s ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations.
	Fair Value of Financial Instruments– Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosure about Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair value of the Company’s financial instruments approximate their fair value.
	Revenue Recognition– Revenues are recognized during the period in which they are received. Costs and expenses are recognized during the period in which they are incurred.
	Research and Development- All research and development expenditures during the period have been charged to operations.
	Earnings (Loss) Per Share- The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly-held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Common stock equivalents, which include stock options and warrants to purchase common stock, that were not included in the computations of diluted earnings per share because the effect would be antidilutive were 9,440,000 and zero on January 31, 2009 and January 31, 2008, respectively

F-7

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)
	Income Taxes- The Company accounts for its income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes,” which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
	On July 13, 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more- likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provision of FIN 48 on April 30, 2007, which did not have any impact on the financial statements.
	Reclassification- Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation, with no effect on previously reported net loss.
	Expenses of Offering- The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering.
	Stock-Based Compensation– On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after April 30, 2006.
	New Accounting Pronouncements– The FASB issued FASB Staff Position (FSP) FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for that Asset Is Not Active”. The FSP clarifies the application of SFAS No. 157, “Fair Value Measurements”, in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active. The FSP is effective October 10, 2008, and for prior periods for which financial statements have not been issued. Revisions resulting from a change in the valuation technique or its application

F-8

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)
	should be accounted for as a change in accounting estimate following the guidance in SFAS No. 154, “Accounting Changes and Error Corrections”. However, the disclosure provisions in SFAS No. 154 for a change in accounting estimate are not required for revisions resulting from a change in valuation techniques or its application. The Company has determined that the adoption of this statement will have little or no effect on the Company’s consolidated financial position, results of operations, and disclosures.
	In May 2008, the FASB issued SFAS No. 162, “Hierarchy of Generally Accepted Accounting Principles”. This statement is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement will be effective 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendment to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company is currently evaluating the potential impact, if any, of the adoption of SFAS 162 on its consolidated financial statements.
	On March 19, 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” This statement is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has determined that the adoption of this statement will have little or no effect on the Company’s consolidated financial position, results of operations, and disclosures.
	In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for the Company’s fiscal year beginning May 1, 2009 and is to be applied prospectively. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations and cash flows.
	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” which establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for the Company’s fiscal year beginning May 1, 2009. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations and cash flows.
	In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB SFAS No. 115,” which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, nor eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157, “Fair Value Measurements,” and SFAS No. 107, “Disclosures about Fair Value of Financial

F-9

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)
	Instruments.” SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of the statement had little or no effect on the Company’s consolidated financial position, results of operations, and disclosures.
2.	PREPAID EXPENSE
	As of January 31, 2009 and April 30, 2008, prepaid expenses consisted of $50,400 and $3,848. Balance of $50,400 at January 31, 2009 relates to a prepayment to a third party vendor that is building a mobile pilot plant for scrubbing and concentrating screened ore on the Company’s mineral properties. The pilot plant will be capitalized under property and equipment upon completion.
3.	PROPERTY AND EQUIPMENT
	Property and equipment consists of the following:

		As of		As of
		January 31, 2009		April 30, 2008
Process, lab and office equipment	$	308,500	$	308,500
Less: accumulated depreciation		183,333		108,333
	$	125,167	$	200,167

4.	INTELLECTUAL PROPERTY
	On April 2, 2007 the Company entered into a Technology and Asset Purchase Agreement (“NVRM Agreement”) with Robert H. Gunnison and New Verde River Mining Co. Inc. (“NVRM”), whereby the Company acquired equipment and the technology for lixiviation of metals from ore utilizing thiourea stabilization (“Intellectual Property”). The equipment and intellectual property were acquired with the issuance of 2,000,000 shares of the Company’s $0.10 per share common stock and a future cash payment of $300,000, for a purchase price of $500,000. The cash payment was/will be paid as follows: (i) $175,000 on or before May 31, 2007; and (ii) the balance of $125,000, less any debt assumed and payables due to the Company, on or before June 30, 2010. The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The intellectual property was valued at $200,000.
5.	MINERAL PROPERTIES
	As of January 31, 2009 and April 30, 2008, mineral properties totaling $29,000 and $22,500, respectively, consist of twenty (20) and twenty-four (24) mining claims located south of Searchlight, Nevada in the Piute Valley. On January 28, 2007, the Company entered into mineral option agreements to acquire an 87.5% interest in twenty-four (24) mining claims with the issuance of 1,050,000 shares of the Company’s common stock on the date of signing of the option agreement, with the provision that the Company issue an additional 420,000 and 210,000 shares on the fifth anniversary and tenth anniversary, respectively, of the signing of the option agreement if the Company wishes to acquire legal interest to the mining claims. The transaction was valued at an agreed upon price of $10,500. Annual renewal fees are capitalized. Each mining claim is comprised of 160 acres. In August 2008 the Company did not pay the renewal fee on four (4) of the mining claims after confirming title to the claims were void due to segregation by the BLM.
	On March 16, 2007 the Company entered into a lease agreement of property with one (1) mining claim, for a term of twenty years, for exploration and potential mining production on 20 acres in Searchlight, Nevada. The Company paid a one-time signing bonus of $5,000 upon execution of the agreement, a $4,000 rental fee in August 2007 and will pay $4,000 annually thereafter. The Company will also pay an annual royalty equal of five (5) percent of the net profit from the mining production.

F-10

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

5.	MINERAL PROPERTIES(continued)
	In accordance with Emerging Issues Task Force abstract 04-02, mining claims are capitalized as tangible assets. Upon completion of a bankable feasibility study, the claims will be amortized using the unit-of-production method over the life of the claim. If the Company does not continue with exploration after the completion of the feasibility study, the claims will be expensed at that time.
6.	ACCOUNTS PAYABLE - RELATED PARTY
	As of January 31, 2009 and April 30, 2008, accounts payable – related party consisted of $181,362 and $69,308, respectively, due to directors and officers of the Company for consulting fees, administration fees and reimbursable expenses.
7.	NVRM PAYABLE
	As of January 31, 2009 and April 30, 2008, NVRM payable consists of $102,683 and $102,683 ($125,000 less $10,317 of debt assumed and a $12,000 receivable due to the Company), respectively, payable to New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above. Mr Gunnison signed an extension agreement extending the payment deadline to June 30, 2010. As a condition of the extension, the payable will bear 7% interest annually.
8.	LOANS PAYABLE – RELATED PARTY
	As of January 31, 2009 and April 30, 2008, loans payable of $644,296 and $515,289, respectively, consists of borrowings from two directors and one affiliate (5% or greater beneficial owner) of the Company. The balances bear 10% interest, are unsecured and are due on demand.
9.	SHARE SUBSCRIPTIONS RECEIVED
	As of January 31, 2009 and April 30, 2008, the Company had received subscriptions for 5,420,000 and zero units, for cash at $0.05 per unit, aggregating $271,000 and zero, respectively. Each unit will be 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.
10.	COMMITMENTS AND CONTINGENCIES
	Lease obligations– The Company has operating leases for its corporate office and plant facility. Future minimum lease payments under operating leases as of January 31, 2009 are as follows:

Fiscal year ending April 30, 2009	$	18,060
Fiscal year ending April 30, 2010	$	64,616
Thereafter	$	10,822

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

F-11

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

11.	STOCKHOLDERS’ EQUITY
	Common and Preferred Stock:
	As of January 31, 2009 and April 30, 2008, there were 46,803,012 and 46,152,252 shares of common stock outstanding and zero and zero shares of preferred stock outstanding, respectively. Outstanding shares of common stock consist of the following:
	a)	On March 16, 2006, the Company issued 1,000 shares of common stock to one individual for cash at $0.001 per share.
	b)	On November 30, 2006, the Company issued 12,500,000 shares of common stock to three individuals for cash at $0.001 per share.
	c)	On December 29, 2006, the Company issued 7,800,000 shares of common stock for cash at $0.01 per share.
	d)	On January 10, 2007, the Company issued 1,050,000 shares of common stock for the purchase of 7/8ths interest in 24 minerals claims at $0.01 per share.
	e)	On February 28, 2007, the Company issued 1,250,000 shares of common stock to three individuals for cash at $0.10 per share.
	f)	On March 31, 2007, the Company issued 1,800,000 shares of common stock to four individuals for cash at $0.10 per share.
	g)	On April 2, 2007, the Company issued 2,000,000 shares of common stock to one individual, in connection with the NVRM Agreement, for the purchase of intellectual property and equipment.
	h)	On May 31, 2007, the Company closed a private placement offering for proceeds of $620,582, of which $505,114 was received and recorded as share subscriptions received as of April 30, 2007. The Company issued 2,482,326 shares of common stock, at $0.25 per share, to non-U.S. investors pursuant to Regulation S of the Securities Act of 1933.
	i)	On June 4, 2007, the Company closed a private placement offering for proceeds of $825,000 and issued 3,300,000 shares of common stock, at $0.25 per share, to accredited U.S. investors pursuant to Regulation D of the Securities Act of 1933.
	j)	On October 5, 2007, the Company issued 13,968,926 shares of common stock in the reverse acquisition of Centrus Ventures Inc.
	k)	On September 3, 2008, the Company completed a private placement of 200,000 units at a price of $0.50 per unit for total proceeds of $100,000. Each unit is comprised of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional share of common stock at a price of $0.75 per share for a period ending September 2, 2010.
	l)	On November 15, 2008, under the terms of a settlement agreement, the Company issued 450,760 units at a price of $0.30 per unit, with each unit consisting of one common share and one share purchase warrant of the Company. Each warrant is exercisable to purchase an additional common share at a price of $0.50 per share for a period of two (2) years from the date of issuance. The units were issued pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933.

F-12

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

12.	STOCK INCENTIVE PLANS
	2008 Stock Incentive Plan- Effective February 1, 2008, the Company’s Board of Directors adopted the 2008 Stock Incentive Plan (the “2008 Plan"). The 2008 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 4,600,000 shares of the Company’s common stock are available for issuance under the 2008 Plan. However, the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2008 Plan will increase effective on the first day of each of the Company’s fiscal quarters by an amount equal to the lesser of: (a) 10% of the total increase in the number of shares of common stock outstanding during the previous fiscal quarter; or (b) such lesser number of shares of common stock as may be determined by the Company’s Board of Directors.
	The 2008 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 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 Plan must be approved by the stockholders of the Company within 12 months of its adoption. The Plan was not approved by the Company's stockholders. Non-qualified stock options granted under the Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.
	The 2008 Plan provides that the option price for non-qualified stock options be no less than 75% of the fair market value of the stock at the date of the grant. The maximum term of an option shall be established by the Board of Directors or, if not so established, shall be ten years from the grant date. Options granted under the 2008 Plan become exercisable and expire as determined by the Board of Directors.
	On February 1, 2008, the Company granted non-qualified stock options under the 2008 Plan for the purchase of 4,340,000 shares of common stock at $0.74 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire January 31, 2010.
	From the date of inception through January 31, 2009, compensation expense related to the granting of stock options under the 2008 Plan was $3,583,702 and is included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 4.50%, volatility of 107%, estimated life of 2 years and closing stock price of $1.22 per share on the date of grant. There was no expense incurred related to the granting of stock options under the 2008 Plan for the nine months ended January 31, 2009 or 2008.
	2009 Stock Incentive Plan- Effective January 12, 2009, the Company’s Board of Directors adopted the 2009 Stock Incentive Plan (the “2009 Plan"). The 2009 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 5,000,000 shares of the Company’s common stock are available for issuance under the 2009 Plan. However, the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2009 Plan will increase effective on the first day of each of the Company’s fiscal quarters by an amount equal to the lesser of: (a) 10% of the total increase in the number of shares of common stock outstanding during the previous fiscal quarter; or (b) such lesser number of shares of common stock as may be determined by the Company’s Board of Directors.
	The 2009 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 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 2009 Plan must be approved by the stockholders of the Company within 12 months of its adoption. The 2009 Plan has not been approved by the Company's stockholders. Non- qualified stock options granted under the 2009 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

F-13

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

12.	STOCK INCENTIVE PLANS(continued)
	The 2009 Plan provides that the exercise price for incentive stock options be the fair market value of the stock at the date of the grant and the option price for non-qualified stock options be no less than 75% of the fair market value of the stock at the date of the grant. The maximum term of an option shall be established by the Board of Directors or, if not so established, shall be ten years from the grant date. Options granted under the 2009 Plan become exercisable and expire as determined by the Board of Directors.
	On January 16, 2009, the Company granted non-qualified stock options under the 2009 Plan for the purchase of 5,000,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire January 15, 2011.
	From the date of inception through January 31, 2009, compensation expense related to the granting of stock options under the 2009 Plan was $342,550 and is included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 1.00%, volatility of 316%, estimated life of 2 years and closing stock price of $0.07 per share on the date of grant.
13.	RELATED PARTY TRANSACTIONS
	For the three months ended January 31, 2009 and 2008, the Company incurred $56,000 and $45,000, respectively, in consulting fees expense from companies with a common director or officer. For the nine months ended January 31, 2009 and 2008, the Company incurred $218,000 and $165,000, respectively, in consulting fees expense from companies with a common director or officer.
14.	SUBSEQUENT EVENTS
	On February 24, 2009, the Company issued 9,140,000 units for $457,000 in cash and 13,736,840 units to retire 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 cash proceeds of the private placements will be used to complete work on the Company’s mineral properties and for general corporate purposes.
	Also on February 24, 2009, the Company 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.

F-14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

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

Overview

We were incorporated on December 14, 2005 under the laws of the State of Nevada.

We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties. Currently, we have an interest in a potential gold project that we call the Piute Valley Property located in Clark County, Nevada, the details of which are described below. We also have an interest in a proprietary technology for the lixiviation of minerals using thiourea stabilization (the “Lixiviation Technology”) and facilities for the purposes of testing and utilizing the Lixiviation Technology (the “Phoenix Facility”). The lixiviation of minerals is the process of using chemicals to extract metals from mineral ore. Thiourea is a more environmentally friendly lixiviant than cyanide or sulfuric acid, which have traditionally been used for this purpose.

Recent Corporate Developments

The following corporate developments occurred since the filing of our last Quarterly Report on Form 10-Q filed with the SEC on December 15, 2008:

1.

On March 13, 2009, we entered into a payment extension and license agreement (the “Payment Extension and License Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison in order to extend the date for the payment owed to New Verde. Under the terms of Payment Extension and License Agreement, New Verde agreed to extend the date for the payment of the outstanding balance owed under the Technology and Asset Purchase Agreement, being $102,268.35, to June 30, 2010. In consideration of the extension, we agreed to pay interest of 6% per annum on the outstanding balance from the date of the Payment Extension and License Agreement. As additional consideration, we granted to New Verde and Mr. Gunnison a non- exclusive worldwide license on our proprietary technology for lixiviation of metals from ore utilizing thiourea stabilization (the “License”). The License will only take effect upon the termination of the employment agreement between Mr. Gunnison and the Company whether terminated by Mr. Gunnison or the Company. New Verde and Mr. Gunnison will not be permitted to assign or sub- license without our prior written approval.

2.

We are completing a pilot production test on our Smith Lease. We have set up equipment consisting of a screening plant, trommel, pumps, two Falcon Concentrators and earth-moving equipment. The equipment is currently undergoing start-up and calibration and is expected to be fully operational within two weeks. Once operational, the concentrating equipment should be capable of processing 4 tons per hour. We expect to process approximately 500 tons of material from the property over our initial 14 day test period. In a previous test and while using a Falcon Gravity Concentrator, we were able to achieve a

3

	concentration ratio of 25-1, which validates that most of the gold bearing portion of 25 tons of ore can be reduced to one ton of concentrate over the recover processing. The concentrates will be trucked to the Phoenix Facility to be processed using our proprietary technology for the lixiviation of precious metals. See “Plan of Operation” below.
3.	On February 24, 2009, we entered into a management consulting agreement (the “Consulting Agreement”) with Jason S. Mitchell, our Chief Financial Officer, Secretary, Treasurer and a director. Under the terms of the Consulting Agreement, Mr. Mitchell will continue to act as our Chief Financial Officer, Secretary and Treasurer, in consideration of which we will pay Mr. Mitchell a consulting fee of $12,000 per month. In addition, we have issued an aggregate of 3,000,000 restricted shares of our common stock to Mr. Mitchell (the "Shares"). The Shares will be distributed to Mr. Mitchell on the following basis: (i) 750,000 Shares on execution of the Consulting Agreement (which has been released); (ii) 750,000 Shares on March 1, 2009 (which has been released); (iii) 750,000 Shares on March 1, 2010; and (iv) 750,000 Shares on March 1, 2011.
	In the event that the Consulting Agreement is terminated by Mr. Mitchell or us prior to March 1, 2011, then any shares not distributed to Mr. Mitchell prior to the date of termination will be returned to us for cancellation. Mr. Mitchell is also entitled to be reimbursed for reasonable expenses incurred by him while performing his duties. The Consulting Agreement is for a term of three years expiring on February 23, 2012 and may be terminated by either party on 60 days notice.
4.	On February 24, 2009, issued an aggregate of 22,876,840 Units for gross proceeds of $1,143,842 under three separate private placements. Each unit consists of of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase an additional share of common stock exercisable for a period of two years at a price of $0.10 per share.
	(a)	A total of 8,700,000 Units were issued to persons who are accredited investors as defined in Regulation D (“the U.S. Private Placement”). The U.S. Private Placement offering was approved by the Board of Directors on January 16, 2009. Upon issuance of the Units, we terminated the U.S. Private Placement.
	(b)	A total of 10,776,840 Units were issued under the Foreign Private Placement to persons who represented that they were not U.S. Persons as defined by Regulation S (the “Foreign Private Placement”). Each investor provided representations indicating that they were acquiring our securities for investment purposes only and not with a view towards distribution. The total number of units sold by us under the Foreign Private Placement constituted an over allotment of 776,840 Units from the total number of Units originally approved by our Board of Directors. The Foreign Private Placement offering was approved by our board of directors on January 16, 2009.
	(c)	A total of 3,400,000 Units were issued pursuant to Section 4(2) of the Securities Act to a director and two companies affiliated with our directors. This private placement offering was approved by our Board of Directors on February 20, 2009.
5.	On January 16, 2009, we granted non-qualified stock options to acquire an aggregate of 5,000,000 shares of our common stock under the 2009 Stock Incentive Plan adopted on January 12, 2009 to various officers, directors and consultants of the Company. The options were granted for a two year term with an exercise price of $0.05 per share. Of the 5,000,000 granted, 2,100,000 were granted to our executive officers and the remaining 2,900,000 were granted to various consultants and advisors.

The Piute Valley Property

The Piute Valley Property is a potential gold project consisting of a leased patented mineral claim (the “Smith Lease”) and an option to acquire a 7/8^thundivided interest in a number of unpatented mineral claims. We intend to focus our operations on the Smith Lease based on its development and status.

4

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

(a)	pay $5,000 to the Lessors upon execution of the Lease Agreement (which amount has been paid);
(b)	pay an annual rental fee of $1,000 to the Lessors per each five acre parcel of the Smith Lease. As of the date of this Quarterly Report, we had paid the annual rental fee until August 2009; and
(c)	pay an annual royalty equal to five percent of “net smelting profit” from production. Net smelting profit is defined as the net profit derived from the sale of metals and minerals produced from the claims.

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

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

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

Lixiviation Technology

On April 2, 2007, we entered into a Technology and Asset Purchase Agreement (the “Technology Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison. Under the terms of the Technology Agreement, we acquired a proprietary technology for lixiviation of metals from ore utilizing thiourea stabilization (the “Lixiviation Technology”) and certain laboratory equipment and facilities for the purposes of testing and utilizing the Lixiviation Technology (the “Phoenix Facility”). As consideration for the Lixiviation Technology and the Phoenix Facility, we are required to do the following:

(a)	pay to New Verde the sum of $300,000 for the purchase of the Lixiviation Technology and the Phoenix Facility as follows:
	(i)	$175,000 on or before May 31, 2007 (which amount has been paid); and
	(ii)	$125,000 of which $102,268 is outstanding.

5

(b) issue 2,000,000 shares to Mr. Gunnison for the Lixiviation Technology (which shares have been issued).

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

On March 13, 2009, we entered into the Payment Extension and License Agreement with New Verde and Mr. Gunnison whereby New Verde and Mr. Gunnison agreed to extend the deadline for the $102,268 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.

Phoenix Facility

Our Phoenix Facility is an industrial building of approximately 9,809 square feet located in Phoenix, Arizona. The Phoenix Facility is designed as a compact, modular, cost efficient, turn-key operation, with a capacity of processing 50 tons of head ore per day.

PLAN OF OPERATION

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

1.	Completing a pilot production test on our Smith Lease. We have set up equipment consisting of a screening plant, trommel, pumps, two Falcon Concentrators and earth-moving equipment. The equipment is currently undergoing start-up and calibration and is expected to be fully operational within two weeks. Once operational, the concentrating equipment should be capable of processing 4 tons per hour. We expect to process approximately 500 tons of material from the property over our initial 14 day test period. In a previous test and while using a Falcon Gravity Concentrator, we were able to achieve a concentration ratio of 25-1, which validates that most of the gold bearing portion of 25 tons of ore can be reduced to one ton of concentrate over the recover processing. The concentrates will be trucked to the Phoenix Facility to be processed using our proprietary technology for the lixiviation of precious metals. The purpose of the test program is to validate our proposed production method, to confirm the existence of gold in the concentrates and confirm our ability to recover the gold using the Phoenix Facility. We anticipate that the cost of this phase will be approximately $280,000. To date we have incurred approximately $140,000 for the building of a mobile pilot plant on the property.
2.	Subject to successful completion of the pilot production test and our raising substantial financing, proceeding with the purchase of a larger concentrator to be installed on the Smith Lease. If we are able to raise financing and to purchase a concentrator, of which there is no assurance, we plan to commence the processing of mined material on the property at a rate of 1,200 tons per day.
3.	Exploring strategic partnerships for the exploration of the additional Piute Valley Property.

As of January 31, 2009, we had cash in the amount of $100,461. Accordingly, we do not have sufficient resources to meet the anticipated costs of completing our plan of operation on the Smith Lease or meeting the administrative costs of operating our business for the next twelve months. In order to complete our plan of operation of the Piute Valley Property, we will be required to obtain substantial financing from the sale of our common stock, of which there is no assurance.

6

RESULTS OF OPERATIONS

On October 5, 2007, we completed a merger with Royal Mines Inc. (“RMI”). The merger with RMI has been treated as a “reverse merger” for accounting purposes. As a result, RMI has been treated as the acquiring entity for accounting and financial reporting purposes. As such, our consolidated financial statements will be presented as a continuation of the operations of RMI and not Royal Mines And Minerals Corp. The operations of Royal Mines And Minerals Corp. are included in the consolidated statement of operations from the effective date of the merger, October 5, 2007.

Three Months and Nine Months Summary

		Three Months Ended					Percentage		Nine Months Ended					Percentage
		January 31,			January 31,		Increase /		January 31,			January 31,		Increase /
		2009			2008		(Decrease)		2009			2008		(Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Expenses		(529,879	)		(424,301	)	24.9%		(1,109,940	)		(1,310,674	)	(15.3	)%
Other Items		(19,475	)		(119	)	16,265.5%		(48,547	)		2,466		(2,068.7	)%
Net Loss	$	(549,354	)	$	(424,420	)	29.4%	$	(1,158,487	)	$	(1,308,208	)	(11.4	)%

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurances that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will be able to enter into commercial production of our Piute Valley Property.

Expenses

The major components of our operating expenses for the three and nine months ended January 31, 2009 and 2008 are outlined in the table below:

		Three Months Ended			Percentage			Nine Months Ended			Percentage
		January 31,		January 31,	Increase /			January 31,		January 31,	Increase /
		2009		2008	(Decrease)			2009		2008	(Decrease)
Mineral exploration and evaluation expenses	$	97,376	$	201,991	(51.8	)%	$	357,935	$	692,489	(48.3	)%
General and administrative		407,503		197,310	106.5%			677,005		543,185	24.6%
Depreciation and amortization		25,000		25,000	0.0%			75,000		75,000	0.0%
Total Operating Expenses	$	529,879	$	424,301	24.9%		$	1,109,940	$	1,310,674	(15.3	)%

Our operating expenses for the quarter ended January 31, 2009 increased as compared to the same quarter ended January 31, 2009.

Mineral exploration and evaluation expenses consisted of rent and processing extraction costs in connection with the Phoenix Facility. In addition, we also incurred consulting fees and labor expenses on our Piute Valley Property and the Phoenix Facility.

Our general and administrative expenses primarily consisted of consulting fees of: (i) monthly consulting fees paid to our Chief Executive Officer, Mr. Matheson, and to our Chief Financial Officer, Mr. Mitchell; (ii)

7

legal and accounting fees in connection with meeting our reporting requirements under the Exchange Act; and (iii) stock option compensation expense of $342,550.

We anticipate that our operating expenses will increase significantly as we pursue our exploration and development programs for the Piute Valley Property.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

							Percentage
		At January 31, 2009			At April 30, 2008		Increase / (Decrease)
Current Assets	$	150,861		$	13,642		1,005.9%
Current Liabilities		(1,467,859	)		(818,431	)	79.4%
Working Capital Surplus (Deficit)	$	(1,316,998	)	$	(804,789	)	63.6%

Cash Flows

		Nine Months Ended
		January 31, 2009			January 31, 2008
Net Cash Used in Operating Activities	$	(412,012	)	$	(1,336,225	)
Net Cash Used In Investing Activities		(6,500	)		(8,694	)
Net Cash Provided By Financing Activities		509,179			1,068,845
Net Increase (Decrease) in Cash During Period	$	90,667		$	(276,074	)

As at January 31, 2009, we had a working capital deficit of $1,316,998 as compared to a working capital deficit of $804,789 as at our year ended April 30, 2008. Our working capital deficit increased primarily as a result of (i) an increase in accounts payable due to the lack of capital needed to meet our ongoing expenditures; (ii) the fact that we recorded $271,000 as share subscriptions received under current liabilities as we had not yet issued the securities by the quarter ended January 31, 2009; and (iii) an increase in short term loans totaling $129,007 from two members of our Board of Directors and a shareholder holding five percent or more of our common stock. The loans bear interest at a rate of 10% per annum, are unsecured and due on demand.

During the nine months ended January 31, 2009, our sole source of equity financing was from the sale of 200,000 Units at $0.50 per Unit for total proceeds of $100,000 on September 3, 2008.

Subsequent to our nine months ended January 31, 2009, we issued an aggregate of 22,876,840 Units for gross proceeds of $1,143,842 under three separate private placements. Each unit consists of of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase an additional share of common stock exercisable for a period of two years at a price of $0.10 per share.

(a)	A total of 8,700,000 Units were issued under the U.S. Private Placement to persons who represented that they were accredited investors as defined under Regulation D.
(b)	A total of 10,776,840 Units were issued under the Foreign Private Placement to persons who represented that they were not U.S. Persons as defined by Regulation S.
(c)	A total of 3,400,000 Units were issued pursuant to Section 4(2) of the Securities Act to a director and two companies affiliated with our directors.

8

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.

Our Board of Directors is currently seeking to arrange financing to fund our operations. However, there is no assurance that we will be able to complete the sale of any additional securities under a private placement offering. Even if we complete the sale of all of the securities offered under a private placement offering, 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 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.

CRITICAL ACCOUNTING POLICIES

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

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

Exploration Costs– Mineral exploration costs are expensed as incurred.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2009 (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.

9

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

Changes in Internal Control Over Financial Reporting

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

10

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

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

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

As at January 31, 2009, we had cash on hand of $100,461 and accumulated net loss of $7,107,199 since inception. Our plan of operation calls for significant expenses in connection with the exploration and development of our Piute Valley Property. If we are unable to raise sufficient financing, there is a substantial risk that we will be unable to meet payments of principal and interest to our creditors and pay our employees. In addition, we will require substantial financing in order to implement our plan of operation over the next twelve months.

Our Board of Directors is currently seeking to arrange a private placement to fund our operations. However, there is no assurance that we will be able to complete the sale of any additional securities under a private placement offering. Even if we complete the sale of all of the securities offered under a private placement offering, 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.

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.

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

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

11

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

To date, we have not earned any revenues; our primary business activities have involved the acquisition of mineral claims and the exploration and development on these claims. Potential investors should be aware of the difficulties normally encountered by exploration stage companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

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

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any 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 exploration of our mineral claims 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.

Even if we discover commercial reserves of precious metals on our optioned mineral claims, we may not be able to successfully obtain commercial production.

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

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

As noted in our financial statements included with this Quarterly Report, we are an exploration stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to complete our exploration activities. The success of our business operations will depend upon our ability to obtain further financing to complete our planned exploration program and to attain profitable operations. If we are not able to complete a successful exploration program and attain sustainable profitable operations, then our business will fail.

12

As we undertake exploration of our optioned mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

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

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

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

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

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

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

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

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

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

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

13

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. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Other than as previously disclosed in our Current Reports on Form 8-K, we have not completed any unregistered sales of equity securities during the fiscal quarter ended January 31, 2009.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders during our fiscal quarter ended January 31, 2009.

ITEM 5. OTHER INFORMATION.

On March 13, 2009, we entered into a payment extension and license agreement (the “Payment Extension and License Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison in order to extend the date for the payment owed to New Verde. Under the terms of Payment Extension and License Agreement, New Verde agreed to extend the date for the payment of the outstanding balance owed under the Technology and Asset Purchase Agreement, being $102,268.35, to June 30, 2010. In consideration of the extension, we agreed to pay interest of 6% per annum on the outstanding balance from the date of the Payment Extension and License Agreement. As additional consideration, we granted to New Verde and Mr. Gunnison a non-exclusive worldwide license on our proprietary technology for lixiviation of metals from ore utilizing thiourea stabilization (the “License”). The License will only take effect upon the termination of the employment agreement between Mr. Gunnison and the Company whether terminated by Mr. Gunnison or the Company. New Verde and Mr. Gunnison will not be permitted to assign or sub-license without our prior written approval.

ITEM 6. EXHIBITS.

Exhibit
Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated September 24, 2007 among the Company, Royal Mines Acquisition Corp., Royal Mines Inc. and Kevin B. Epp.(4)
2.2	Agreement and Plan of Merger dated October 6, 2007 between the Company and Royal Mines Acquisition Corp.(5)
3.1	Articles of Incorporation.(1)
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share.(2)

14

Exhibit
Number	Description of Exhibits
3.3	Bylaws.(1)
3.4	Articles of Merger between the Company and Royal Mines Acquisition Corp.(5)
4.1	Form of Share Certificate.(1)
10.1	Purchase Agreement dated January 20, 2006 between Multi Metal Mining Corp and the Company.(1)
10.2	Mineral Property Option Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines Inc.(5)
10.3	Mineral Property Option Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines Inc.(5)
10.4	Mineral Property Option Agreement dated January 10, 2007 between James E. Sharp and Royal Mines Inc.(5)
10.5	Mineral Property Option Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc.(5)
10.6	Mineral Property Option Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines Inc.(5)
10.7	Mineral Property Option Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc.(5)
10.8	Mineral Property Option Agreement dated January 28, 2007 between William Tao and Royal Mines Inc.(5)
10.9	Mineral Property Option Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc.(5)
10.10	Mineral Property Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal Mines Inc.(5)
10.11	Mineral Property Option Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc.(5)
10.12	Mineral Property Option Agreement dated January 28, 2007 between Ron Manarey and Royal Mines Inc.(5)
10.13	Mineral Property Option Agreement dated January 28, 2007 between William Lintz and Royal Mines Inc.(5)
10.14	Technology and Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal Mines Inc.(5)
10.15	Restatement and Amendment to Lease Agreement dated April 12, 2007 among Erline Y.  Smith, Trustee, Erline Y. Smith Trust, Lawana Hooper and Royal Mines Inc.(5)
10.16	AV Executive Suites Service Agreement dated September 13, 2007 between Royal Mines Inc. and Anthem Village Executive Suites, LLC.(5)
10.17	Residential Lease Agreement of La Cienega Office.(5)
10.18	Lease Agreement dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc.(5)
10.19	2008 Stock Incentive Plan.(6)
10.20	Non-Qualified Stock Option Agreement between the Company and William C. Tao.(6)
10.21	Non-Qualified Stock Option Agreement between the Company and Jason Mitchell.(6)
10.22	Extension Agreement between the Company and Robert H. Gunnison.(7)
10.23	Settlement Agreement and Mutual Release dated effective November 15, 2008 between the Company and William C. Tao.(8)
10.24	Extension Agreement dated November 18, 2008 between the Company and Robert H. Gunnison.(9)

15

Exhibit
Number	Description of Exhibits
10.25	2009 Stock Incentive Plan.(10)
10.26	Form of Non-Qualified Stock Option Agreement for Directors and Executive Officers.(10)
10.27	Management Consulting Agreement dated February 24, 2009 between the Company and Jason S. Mitchell.(11)
10.28	Payment Extension and License Agreement dated March 13, 2009 between New Verde River Mining Co., Inc., Robert H. Gunnison and the Company.
14.1	Code of Ethics.(3)
31.1	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Notes:

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

16

SIGNATURES

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

			ROYAL MINES AND MINERALS CORP.
Date:	March 16, 2009	By:	/s/ K. Ian Matheson
			K. IAN MATHESON
			Chief Executive Officer
			(Principal Executive Officer)
Date:	March 16, 2009	By:	/s/ Jason S. Mitchell
			JASON S. MITCHELL
			Chief Financial Officer
			(Principal Accounting Officer)