AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT is made effective as of the 24th day of September, 2007.

AMONG:

KEVIN B. EPP, of 1049 Shavington Street, North
Vancouver, BC V7L 1K7

("Principal Shareholder")

OF THE FIRST PART

AND:

ROYAL MINES INC. ,
a Nevada corporation with its principal office at
2215 Lucerne Circle, Henderson, NV 89014

(“Royal Mines")

OF THE SECOND PART

AND:

CENTRUS VENTURES INC. ,
a Nevada corporation with its principal office at 810
Peace Portal Drive, Suite 200, Blaine, WA 98230

(“Centrus")

OF THE THIRD PART

AND:

ROYAL MINES ACQUISITION CORP. ,
a Nevada corporation with its registered office at
8275 S. Eastern Avenue, Suite 200, Las Vegas, NV
89123

(“Centrus Sub")

OF THE FOURTH PART

WHEREAS:

A.                Kevin B. Epp (the “Principal Shareholder”) is the controlling shareholder of Centrus;

B.                The Boards of Directors of each of Centrus, Centrus Sub and Royal Mines deem it desirable and in the best interests of their respective shareholders that Royal Mines be merged with and into Centrus Sub with Centrus Sub as the surviving corporation (the “Merger”) on the terms and subject to the conditions of this Agreement;

C.                The Boards of Directors of each of Centrus, Centrus Sub and Royal Mines have approved and adopted this Agreement;

D.                Centrus Sub is a wholly-owned subsidiary of Centrus and Centrus Sub joins in the execution of this Agreement in order to provide certain representations, warranties and covenants to Royal Mines;

E.                Centrus, as the sole shareholder of Centrus Sub, has approved the Merger; and

F.                The Principal Shareholder joins in the execution of this Agreement in order to provide certain covenants in respect of cancellation of his share position.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Royal Mines to the Principal Shareholder and to Centrus, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

ARTICLE 1.
DEFINITIONS

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               1.3                 Currency. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

ARTICLE 2.
THE MERGER

               2.1                 The Merger . At the Effective Time (as defined in Section 2.3 below), Royal Mines will be merged with and into Centrus Sub in accordance with this Agreement, the Articles of Merger substantially in the form of Schedule 2.1 attached to this Agreement (the “Articles of Merger”), and the applicable provisions of Chapter 92A of the Nevada Revised Statutes (the “Nevada Law”). Following the Merger, Centrus Sub will continue as the surviving corporation (the “Surviving Corporation”) and the separate existence of Royal Mines will cease, except insofar as it may be continued by Nevada Law.

               2.2                 Closing . As soon as practicable following the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, and provided that this Agreement has not been terminated pursuant to Section 9, the parties to this Agreement will hold a closing (the “Closing”) for the purpose of confirming the consummation of the Merger at a time and date mutually agreed upon by the parties. Unless otherwise agreed by the parties, the Closing will take place at the offices of the lawyers for Centrus. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Royal Mines, Centrus and Centrus Sub, provided such undertakings are satisfactory to each party’s respective legal counsel. The date on which the Closing actually occurs is referred to as the “Closing Date.” At the Closing, the parties will execute and exchange all documents, certificates and instruments contemplated by this Agreement. The parties agree to use commercially reasonable efforts and all due diligence to cause the Closing to be consummated on or before October 8, 2007 unless such date is extended by the mutual agreement of the parties.

               2.3                 Effective Time of the Merger . The Merger will be effective at the time (the “Effective Time”) of the filing of the Articles of Merger with the Secretary of State of the State of Nevada, which certificate is to be filed as soon as practicable on or after the Closing Date.

               2.4                 Effect of the Merger . The Merger will have the effect set forth in Section 92A.250 of Nevada Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, rights, privileges, powers and franchises of Centrus Sub and Royal Mines will vest in the Surviving Corporation without further act or deed, and all debts, liabilities and duties of Centrus Sub and Royal Mines will become the debts, liabilities and duties of the Surviving Corporation. As a result or the Merger, the Surviving Corporation will be the wholly-owned subsidiary of Centrus.

               2.5                 Certificate of Incorporation; Bylaws .

                                   (a)                The certificate of incorporation of Centrus Sub as in effect immediately prior to the Effective Time will continue unchanged, except to the extent amended by the Articles of Merger, and will be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof and in accordance with applicable law.

                                   (b)                At the Effective Time, the bylaws of Centrus Sub, as in effect immediately prior to the Effective Time, will be the bylaws of the Surviving Corporation until thereafter amended in accordance with the terms thereof and in accordance with applicable law.

               2.6                 Directors and Officers . The director and officer of the Surviving Corporation after the Effective Time will be William Charles Tao. Centrus, as the sole shareholder of Centrus Sub, by approving the Merger has approved this individual as the director of the Surviving Corporation and will take any further action in order to ensure the proper appointment of such director to the board of directors of the Surviving Corporation.

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               2.7                 Taking of Necessary Action . If after the Effective Time any further action is necessary to carry out the purposes of this Agreement or to vest the Surviving Corporation with full title to all assets, rights, approvals, immunities and franchises of either Centrus Sub or Royal Mines, the officers and directors, or the former officers and directors, as the case may be, of Centrus, Centrus Sub and Royal Mines and the Surviving Corporation will take all such necessary action.

               2.8                 Merger Consideration . Each share of Royal Mines common stock, par value $0.001 per share (“Royal Mines Common Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 2.10) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Centrus Common Stock (as defined in Section 5.3) . All certificates representing the shares of Centrus Common Stock issued on effectiveness of the Merger will be endorsed with the following legend pursuant to the Securities Act in order to reflect that the fact that the shares of Centrus Common Stock will be issued to the shareholders of Royal Mines pursuant to exemptions or safe harbours from the registration requirements of the Securities Act:

For holders of Royal Mines Common Stock resident in the United States:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT.”

For holders of Royal Mines Common Stock resident outside the United States:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.”

               2.9                 Stock Certificate Conversion Procedure . After the Effective Time, each holder of Royal Mines Common Stock will be entitled to exchange his, her, or its certificate representing the Royal Mines Common Stock (“Royal Mines Stock Certificate”) for a certificate representing the number of shares of Centrus Common Stock into which the number of shares of Royal Mines Common Stock previously represented by such certificate surrendered have been converted pursuant to Section 2.8 of this Agreement. Each holder of Royal Mines Common Stock may exchange his, her or its Royal Mines Stock Certificate by delivering such Royal Mines Stock Certificate to Centrus duly endorsed in blank (or accompanied by duly executed stock powers duly endorsed in blank), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Centrus Common Stock to the holder thereof together with: (i) a Regulation S Investment Letter (if such holder is resident outside of the United States), a copy of which is attached hereto in Schedule 2.9A , or (ii) a Regulation D Investment Letter (if such holder is resident in the United States), a copy of which is attached hereto in Schedule 2.9B . Until surrendered as contemplated by this

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Section 2.9, each Royal Mines Stock Certificate will be deemed at any time after the Effective Time to represent only the right to receive Centrus Common Stock certificates representing the number of whole shares of Centrus Common Stock into which the shares of Royal Mines Common Stock formerly represented by such certificate have been converted. Upon receipt of such duly endorsed Royal Mines Stock Certificates, Centrus will cause the issuance of the number of shares of Centrus Common Stock as converted pursuant to Section 2.8 of this Agreement.

               2.10                 Appraisal Rights . Notwithstanding any provision of this Agreement to the contrary, shares of Royal Mines Common Stock (the “Dissenting Shares”) that are issued and outstanding immediately prior to the Effective Time and held by stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Sections 92A.300 to 92A.500 of Nevada Law (the “Dissenting Stockholders”) will not be converted into or be exchangeable for the right to receive Centrus Common Stock, unless and until such holders have failed to perfect or have effectively withdrawn or lost their rights to appraisal under Nevada Law. Royal Mines will give Centrus (i) immediate oral notice followed by prompt written notice of any written demands for appraisal of any shares of Royal Mines Common Stock, attempted withdrawals of any such demands and any other instruments served pursuant to Nevada Law and received by Royal Mines relating to stockholders' rights of appraisal, and (ii) will keep Centrus informed of the status of all negotiations and proceedings with respect to demands for appraisal under Nevada Law. If any Dissenting Stockholder fails to perfect or will have effectively withdrawn or lost the right to appraisal, the shares of Royal Mines Common Stock held by such Dissenting Stockholder will thereupon be treated as though such shares had been converted into the right to receive Centrus Common Stock pursuant to Section 2.8 of this Agreement.

               2.11                 No Further Ownership Rights in Royal Mines Common Stock . The promise to exchange the Royal Mines Common Stock for shares of Centrus Common Stock in accordance with the terms of this Agreement will be deemed to have been given in full satisfaction of all rights pertaining to the Royal Mines Common Stock, and there will be no further registration of transfers on the stock transfer books of Royal Mines of the shares of Royal Mines Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Royal Mines Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Royal Mines Common Stock, except as otherwise provided in this Agreement or by law.

               2.12                 Distributions with Respect to Unsurrendered Royal Mines Common Stock . No dividends or other distributions by Centrus with a record date after the Effective Time will be paid to the holder of any unsurrendered Royal Mines Stock Certificate until the surrender of such Royal Mines Stock Certificate in accordance with Section 2.9 of this Agreement. Following surrender of any such Royal Mines Stock Certificate, Centrus will pay to the holder of the Centrus Common Stock certificate issued in exchange the Royal Mines Stock Certificate, without interest, (i) at the time of such surrender, the amount of any dividends or other distributions with a record date after the Effective Time and paid before the time of such surrender with respect to such Centrus Common Stock which such holder is entitled pursuant to Section 2.8 of this Agreement, and (ii) at the appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such Centrus Common Stock.

               2.13                 No Liability . Neither Centrus, Centrus Sub, nor the Surviving Corporation will be liable to any person in respect of shares of Royal Mines Common Stock, or dividends or distributions with respect thereto, pursuant to any applicable abandoned property, escheat or similar law. If any Royal Mines Stock Certificate has not have been surrendered prior to seven years after the Effective Time (or immediately prior to such earlier date on which any Royal Mines Stock Certificate, or any dividends or distributions payable to the holder of such Royal Mines Stock Certificate would otherwise escheat to or become the property of any governmental body or authority), any such Centrus Common Stock, dividends or distributions in respect of such Royal Mines Stock Certificate will, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled to such certificate

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               2.14                 Lost, Stolen or Destroyed Certificates . If any certificate representing Royal Mines Common Stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate or agreement to be lost, stolen or destroyed and, if required by Centrus, the posting by such person of a bond in such reasonable amount as Centrus may direct as indemnity against any claim that may be made against it with respect to such certificate, Centrus will cause to be issued in exchange for such lost, stolen or destroyed certificate, the applicable Centrus Common Stock deliverable in respect thereof, pursuant to Section 2.8 of this Agreement.

ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF
ROYAL MINES

               Royal Mines represents and warrants to Centrus and Centrus Sub, and acknowledges that Centrus and Centrus Sub are relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Centrus or Centrus Sub, as follows:

               3.1                Organization and Good Standing . Royal Mines is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Royal Mines is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Royal Mines taken as a whole.

               3.2                 Authority . Royal Mines has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Royal Mines Merger Documents”) to be signed by Royal Mines and to perform its obligations thereunder and to consummate the Merger contemplated thereby. The execution and delivery of each of the Royal Mines Merger Documents by Royal Mines and the consummation of the Merger contemplated thereby have been duly authorized by its Board of Directors. No other corporate or shareholder proceedings on the part of Royal Mines are necessary to authorize such documents or to consummate the Merger contemplated thereby other than the approval of the shareholders of Royal Mines of the Merger. This Agreement has been, and the other Royal Mines Merger Documents when executed and delivered by Royal Mines as contemplated by this Agreement will be, duly executed and delivered by Royal Mines and this Agreement is, and the other Royal Mines Merger Documents when executed and delivered by Royal Mines as contemplated hereby will be, the valid and binding obligation of Royal Mines enforceable in accordance with their respective terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (3) as limited by public policy.

               3.3                 Capitalization of Royal Mines . The entire authorized capital stock and other equity securities of Royal Mines consists of an aggregate of 200,000,000 shares comprised of 100,000,000 shares of common stock, par value $0.001 per share (“Royal Mines Common Stock”) and 100,000,000 shares of preferred stock, par value $0.001 per share. There are 32,183,326 shares of Royal Mines Common Stock and no shares of preferred stock issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Royal Mines Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. Except as set out in Schedule 3.3 , there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Royal Mines to issue any additional shares of Royal Mines Common Stock, or any other securities convertible into,

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exchangeable for, or evidencing the right to subscribe for or acquire from Royal Mines any shares of Royal Mines Common Stock. There are no agreements purporting to restrict the transfer of the Royal Mines Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Royal Mines Common Stock.

               3.4                 No Subsidiaries . Royal Mines does not have any subsidiaries other than Royal Reclamation And Mining LLC, or agreements of any nature to acquire any subsidiary or, except as disclosed in Schedule 3.4 , to acquire or lease any other business operations and will not prior to the Closing Date acquire, or agree to acquire, any subsidiary or business without the prior written consent of Centrus.

               3.5                 Non-contravention . Neither the execution, delivery and performance of this Agreement, nor the consummation of the Merger, will:

                                    (1) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Royal Mines under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Royal Mines, or any of its respective property or assets;

                                     (2) violate any provision of the articles of incorporation or bylaws of Royal Mines; or

                                     (3) violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Royal Mines or any of its respective property or assets.

               3.6                 Actions and Proceedings . There is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Royal Mines or the Principal Shareholder, threatened against Royal Mines or which involves any of the business, or the properties or assets of Royal Mines that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Royal Mines taken as a whole (a “Royal Mines Material Adverse Effect”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Royal Mines Material Adverse Effect.

               3.7                 Compliance .

                                   (a)                Royal Mines is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation by it of, any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Royal Mines;

                                   (b)                Royal Mines is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Royal Mines Material Adverse Effect;

                                   (c)                Royal Mines has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Royal Mines, threatened,

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and none of them will be adversely affected by the consummation of the Merger contemplated hereby; and

                                   (d)                Royal Mines has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business. Royal Mines has not received any notice of any violation thereof, nor is Royal Mines aware of any valid basis therefore.

               3.8                 Filings, Consents and Approvals . Other than the approval of holders owning a majority of the Royal Mines Common Stock, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Royal Mines of the Merger contemplated by this Agreement or to enable Centrus to continue to conduct Royal Mines’s business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

               3.9                 Financial Representations . Attached to this Agreement as Schedule 3.9 are true, correct, and complete copies of unaudited balance sheets for Royal Mines dated as of April 30, 2007, together with related statements of operations and deficit, statements of shareholders’ deficiency (equity), for the periods then ended (collectively, the “Financial Statements”). The Financial Statements (a) are in accordance with the books and records of Royal Mines, (b) present fairly the financial condition of Royal Mines as of the respective dates indicated and the results of operations for such periods, and (c) have been prepared in accordance with GAAP. Royal Mines has not received any advice or notification from its independent certified public accountants that Royal Mines has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Financial Statements or the books and records of Royal Mines, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Royal Mines accurately and fairly reflect, in reasonable detail, the Merger, assets, and liabilities of Royal Mines. Royal Mines has not engaged in any transaction, maintained any bank account, or used any funds of Royal Mines, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Royal Mines.

               3.10                 Undisclosed Liabilities . Except as set forth in Schedule 3.10 , Royal Mines has no liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

                                   (a)                are not set forth in the Financial Statements or have not heretofore been paid or discharged;

                                   (b)                did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed (or are not required to be disclosed in accordance with GAAP); or

                                   (c)                have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Financial Statements.

               For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

               3.11                 Tax Matters .

                                   (a)                As of the date hereof, (i) Royal Mines has timely filed all tax returns in connection with any Taxes which are required to be filed on or prior to the date hereof, taking into

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account any extensions of the filing deadlines which have been validly granted to them; and (ii) all such returns are true and correct in all material respects.

                                   (b)                Royal Mines has paid all Taxes that have become or are due with respect to any period ended on or prior to the date hereof, and has established an adequate reserve therefore on its balance sheet for those Taxes not yet due and payable, except for any Taxes the nonpayment of which will not have a Royal Mines Material Adverse Effect.

                                   (c)                Royal Mines is not presently under and has not received notice of, any contemplated investigation or audit by the Internal Revenue Service or any foreign or state taxing authority concerning any fiscal year or period ended prior to the date hereof.

                                   (d)                All Taxes required to be withheld on or prior to the date hereof from employees for income Taxes, social security Taxes, unemployment Taxes and other similar withholding Taxes have been properly withheld and, if required on or prior to the date hereof, have been deposited with the appropriate governmental agency.

3.12 Changes . Since April 30, 2007, Royal Mines has not:

                                   (a)                incurred any liabilities, other than liabilities incurred in the ordinary course of business consistent with past practice, or discharged or satisfied any lien or encumbrance, or paid any liabilities, other than in the ordinary course of business consistent with past practice, or failed to pay or discharge when due any liabilities of which the failure to pay or discharge has caused or will cause any material damage or risk of material loss to it or any of its assets or properties;

                                   (b)                sold, encumbered, assigned or transferred any fixed assets or properties which would have been included in the assets of Royal Mines if the closing had been held on April 30, 2007 or on any date since then, except for ordinary course of business transactions consistent with past practice;

                                   (c)                created, incurred, assumed or guaranteed any indebtedness for money borrowed, or mortgaged, pledged or subjected any of the assets or properties of Royal Mines to any mortgage, lien, pledge, security interest, conditional sales contract or other encumbrance of any nature whatsoever;

                                   (d)                made or suffered any amendment or termination of any material agreement, contract, commitment, lease or plan to which it is a party or by which it is bound, or cancelled, modified or waived any substantial debts or claims held by it or waived any rights of substantial value, whether or not in the ordinary course of business;

                                   (e)                declared, set aside or paid any dividend or made or agreed to make any other distribution or payment in respect of its capital shares or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or acquire any of its capital shares or equity securities;

                                   (f)                suffered any damage, destruction or loss, whether or not covered by insurance, materially and adversely its business, operations, assets, properties or prospects;

                                   (g)                suffered any material adverse change in its business, operations, assets, properties, prospects or condition (financial or otherwise);

                                   (h)                received notice or had knowledge of any actual or threatened labor trouble, termination, resignation, strike or other occurrence, event or condition of any similar character which has had or might have an adverse effect on its business, operations, assets, properties or prospects;

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                                   (i)                made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $50,000, except such as may be involved in ordinary repair, maintenance or replacement of its assets;

                                   (j)                other than in the ordinary course of business, increase the salaries or other compensation of, or made any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its employees or made any increase in, or any addition to, other benefits to which any of its employees may be entitled;

                                   (k)               changed any of the accounting principles followed or the methods of applying such principles;

                                   (l)               entered into any transaction other than in the ordinary course of business consistent with past practice; or

                                   (m)               agreed, whether in writing or orally, to do any of the foregoing.

               3.13                 Personal Property . Royal Mines does not own or lease any furniture, fixtures or other tangible personal property.

               3.14                 Employees and Consultants. All employees and consultants of Royal Mines have been paid all salaries, wages, income and any other sum due and owing to them by Royal Mines as at the end of the most recent completed pay period. Royal Mines is not aware of any labor conflict with any of Royal Mines employees that might reasonably be expected to have a Royal Mines Material Adverse Effect. Except as disclosed in Schedule 3.14 , Royal Mines has not entered into any written contracts of employment or material consulting agreements. All amounts required to be withheld by Royal Mines from employees’ salaries or wages and paid to any governmental or taxing authority have been so withheld and paid. No employee of Royal Mines is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or any other contract or agreement relating to the relationship of such employee with Royal Mines or any other nature of the business conducted or to be conducted by Royal Mines or the Surviving Corporation.

               3.15                 Intellectual Property . Royal Mines owns the intellectual property described in Schedule 3.15.

               3.16                 Real Property . Except as described in Schedule 3.16, Royal Mines does not lease or own any real property.

               3.17                 Material Contracts and Transactions . Schedule 3.17 contains a list of all material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Royal Mines is a party (collectively, the “Contracts”).

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               (b)                Each Contract is in full force and effect, and there exists no material breach or violation of or default by Royal Mines under any Contract, or any event that with notice or the lapse of time, or both, will create a material breach or violation thereof or default under any Contract by Royal Mines. The continuation, validity, and effectiveness of each Contract will in no way be affected by the consummation of the Merger contemplated by this Agreement. Except as listed on Schedule 3.17 , there exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract. A true, correct and complete copy (and if oral, a description of material terms) of each Contract, as amended to date, has been furnished to Centrus.

               3.18                 Certain Transactions . Royal Mines is not indebted, directly or indirectly, to any of its officers, directors or shareholders or to their respective spouses or children, in any amount whatsoever and Royal Mines is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation.

               3.19                 No Brokers . Royal Mines has not incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Merger contemplated by this Agreement for which Centrus would be responsible.

               3.20                 Minute Books . The minute books of Royal Mines provided to Centrus contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entity and reflect all transactions referred to in such minutes accurately in all material respects.

               3.21                 Completeness of Disclosure . No representation or warranty by Royal Mines in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Centrus pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

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ARTICLE 4.
COVENANTS, REPRESENTATIONS AND WARRANTIES
OF THE PRINCIPAL SHAREHOLDER

The Principal Shareholder covenants with and represents and warrants to Royal Mines as follows, and acknowledges that Royal Mines is relying upon such covenants, representations and warranties in connection with the merger of Royal Mines with Centrus Sub, as follows:

               4.1                The Principal Shareholder is the legal and beneficial owner of 25,500,000 shares of common stock of Centrus.

               4.2                No person, firm or corporation has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Principal Shareholder of any of the shares of Centrus held by the Principal Shareholder.

               4.3                This Agreement has been duly authorized, validly executed and delivered by the Principal Shareholder.

ARTICLE 5.
REPRESENTATIONS AND WARRANTIES
OF CENTRUS

               Centrus and Centrus Sub jointly and severally represent and warrant to Royal Mines and acknowledge that Royal Mines is relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Royal Mines, as follows:

               5.1                 Organization and Good Standing . Centrus and Centrus Sub are each duly organized, validly existing and in good standing under the laws of Nevada and have all requisite corporate power and authority to own, lease and to carry on its respective businesses as now being conducted. Centrus is duly qualified to do business and is in good standing as foreign corporations in each of the jurisdictions in which it owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the businesses, operations, or financial condition of Centrus. Centrus Sub has not carried on any business or acquired any assets or incurred any liabilities since its incorporation, other than by reason of execution of this Agreement.

               5.2                 Authority . Centrus and Centrus Sub have all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Centrus Merger Documents”) to be signed by Centrus and Centrus Sub and to perform their obligations thereunder and to consummate the Merger contemplated thereby. The execution and delivery of each of the Centrus Merger Documents by Centrus and Centrus Sub and the consummation by Centrus and Centrus Sub of the Merger contemplated thereby have been duly authorized by their respective Board of Directors and no other corporate or shareholder proceedings on the part of Centrus or Centrus Sub are necessary to authorize such documents or to consummate the Merger contemplated thereby. This Agreement has been, and the other Centrus Merger Documents when executed and delivered by Centrus and Centrus Sub as contemplated by this Agreement will be, duly executed and delivered by Centrus and Centrus Sub and this Agreement is, and the other Centrus Merger Documents when executed and delivered by Centrus and Centrus Sub, as contemplated hereby will be, the valid and binding obligations of Centrus and Centrus Sub enforceable in accordance with their respective terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, (2) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (3) as limited by public policy.

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               5.3                 Capitalization of Centrus . The entire authorized capital stock of Centrus consists of an aggregate of 400,000,000 shares comprised of 300,000,000 shares of common stock, par value $0.001 (the “Centrus Common Stock”) and 100,000,000 shares of preferred stock, par value $0.001 per share. There are 37,468,926 shares of Centrus Common Stock and no shares of preferred stock issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Centrus Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Centrus to issue any additional shares of Centrus Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Centrus any shares of Centrus Common Stock. There are no agreements purporting to restrict the transfer of the Centrus Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Centrus Common Stock.

               5.4                 Capitalization of Centrus Sub . The entire authorized capital stock and other equity securities of Centrus Sub (“Centrus Sub Stock”) consists of 75,000,000 shares of common stock, par value $0.001 per share. There are 1,000 shares of Centrus Sub Stock issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Centrus Sub Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Centrus Sub to issue any additional shares of Centrus Sub Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Centrus any shares of Centrus Sub Stock. There are no agreements purporting to restrict the transfer of the Centrus Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Centrus Common Stock.

               5.5                 Validity of Centrus Common Stock Issuable upon the Merger . The shares of Centrus Common Stock to be issued upon consummation of the Merger in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

               5.6                 Actions and Proceedings . There is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Centrus or Centrus Sub, threatened against Centrus or Centrus Sub which involves any of the business, or the properties or assets of Centrus or Centrus Sub that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Centrus or Centrus Sub taken as a whole. There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a material adverse effect.

               5.7                 SEC Filings . Centrus has furnished or made available to Royal Mines a true and complete copy of each report, schedule, registration statement and proxy statement filed by Centrus with the SEC since the inception of Centrus (as such documents have since the time of their filing been amended, the " Centrus SEC Documents "). Centrus has timely filed with the SEC all documents required to have been filed pursuant to the Securities Act and the Exchange Act. As of their respective dates, Centrus SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Centrus SEC Documents, and none of Centrus SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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               5.8                Financial Representations . Included with the Centrus SEC Documents are true, correct, and complete copies of audited balance sheets for Centrus dated as of April 30, 2007 and 2006, together with related statements of income, cash flows, and changes in shareholder's equity for the periods then ended (collectively, the “Centrus Financial Statements”). The Centrus Financial Statements (a) are in accordance with the books and records of Centrus, (b) present fairly the financial condition of Centrus as of the respective dates indicated and the results of operations for such periods, and (c) have been prepared in accordance with GAAP. Centrus has not received any advice or notification from its independent certified public accountants that Centrus has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Centrus Financial Statements or the books and records of Centrus, any properties, assets, liabilities, revenues, or expenses. The books, records, and accounts of Centrus accurately and fairly reflect, in reasonable detail, the Merger, assets, and liabilities of Centrus. Centrus has not engaged in any transaction, maintained any bank account, or used any funds of Centrus, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Centrus. Centrus Sub has not carried on any business, entered into any agreements or incurred any liabilities since its incorporation, other than as expressly contemplated by this Agreement.

               5.9                Undisclosed Liabilities . Centrus has no liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise, which:

                              (a)                are not set forth in the Centrus Financial Statements or have not heretofore been paid or discharged;

                              (b)                did not arise in the regular and ordinary course of business under any agreement, contract, commitment, lease or plan specifically disclosed (or are not required to be disclosed in accordance with GAAP); or

                              (c)                have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the date of the last Centrus Financial Statements.

               For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

               5.10                Certain Changes or Events . Except as and to the extent disclosed in the Centrus SEC Documents, there has not been (a) a material adverse effect to the business, operations or financial conditions of Centrus, or (b) any significant change by Centrus in its accounting methods, principles or practices.

               5.11                Filings, Consents and Approvals . No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Centrus and Centrus Sub of the Merger contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

               5.12                Personal Property . There are no material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Centrus or Centrus Sub, except as disclosed in the Centrus SEC Documents.

               5.13                Employees and Consultants. Neither Centrus nor Centrus Sub have any employees or consultants, except as disclosed in the Centrus SEC Documents.

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               5.14                Material Contracts and Transactions . Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Centrus or Centrus Sub is a party except as disclosed in the Centrus SEC Documents.

               5.15                No Brokers . Neither Centrus nor Centrus Sub has incurred any obligation or liability to any party for any brokerage fees, agent's commissions, or finder's fees in connection with the Merger contemplated by this Agreement for which Royal Mines would be responsible.

               5.16                Minute Books . The minute books of Centrus provided to Royal Mines contain a complete summary of all meetings of directors and shareholders since the time of incorporation of such entity and reflect all transactions referred to in such minutes accurately in all material respects.

               5.17                Completeness of Disclosure . No representation or warranty by Centrus or Centrus Sub in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Royal Mines pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

ARTICLE 6.
CLOSING CONDITIONS

               6.1                Conditions Precedent to Closing by Centrus and Centrus Sub . The obligations of Centrus and Centrus Sub to consummate the Merger is subject to the satisfaction of the conditions set forth below, unless any such condition is waived Centrus and Centrus Sub at the Closing. The Closing of the Merger contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions of closing are for the benefit of Centrus and Centrus Sub and may be waived by Centrus and Centrus Sub in their discretion.

                              (a)                Representations and Warranties . The representations and warranties of Royal Mines set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Royal Mines will have delivered to Centrus a certificate dated as of the Closing Date, to the effect that the representations and warranties made by Royal Mines in this Agreement are true and correct.

                              (b)                Performance . All of the covenants and obligations that Royal Mines is required to perform or to comply with pursuant to this Agreement at or prior to the Closing must have been performed and complied with in all material respects.

                              (c)                Merger Documents . This Agreement and all other Royal Mines Merger Documents necessary or reasonably required to consummate the Merger, all in form and substance reasonably satisfactory to Centrus or Centrus Sub, will have been executed and delivered to Centrus and Centrus Sub.

                              (d)                Secretary's Certificate – Royal Mines . Centrus will have received a certificate of the Secretary of Royal Mines attaching (i) a copy of Royal Mines's articles of incorporation and bylaws, as amended through the Closing Date certified by the Nevada Secretary of State; (ii) certified copies of resolutions duly adopted by the Board of Directors of Royal Mines and the Royal Mines Stockholders approving the execution and delivery of this Agreement and the other Merger Documents and the consummation of the Merger and the other transactions contemplated hereby and thereby; and (iii) a certificate as to the incumbency and signatures of the officers of Royal Mines executing this Agreement and the Merger Documents executed on the Closing Date as contemplated by this Agreement.

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                              (e)                Supplement to Schedules . Any additional disclosures of Royal Mines made pursuant to Section 7.4 of this Agreement will be acceptable to Centrus and Centrus Sub in their sole discretion.

                              (f)                Third Party Consents . Royal Mines will have received duly executed copies of all third-party consents and approvals contemplated by the Merger Documents, in form and substance reasonably satisfactory to Centrus.

                              (g)                No Material Adverse Change . No Royal Mines Material Adverse Effect will have occurred since the date of this Agreement.

                              (h)                No Action . No suit, action, or proceeding will be pending or threatened before any governmental or regulatory authority wherein an unfavorable judgment, order, decree, stipulation, injunction or charge would (i) prevent the consummation of any of the Merger contemplated by this Agreement, or (ii) cause the Merger to be rescinded following consummation.

                              (i)                Due Diligence Review. Centrus and Centrus Sub will be reasonably satisfied in all respects with their due diligence investigation and review of Royal Mines.

                              (j)                Compliance with Securities Laws . Centrus will have received evidence satisfactory to Centrus that all shares of Centrus Common Stock issuable in the Merger will be issuable without registration pursuant to the Securities Act in reliance on the exemptions from the registration requirements of the Securities Act provided by Rule 506 of Regulation D or in reliance on the safe harbour from the registration requirements of the Securities Act provided by Regulation S. In order to establish the availability of an exemption or safe harbour from the registration requirements of the Securities Act for each issuance of Centrus Common Stock to each shareholder of Royal Mines, Royal Mines will deliver to Centrus on Closing investment representation letters executed by each shareholder of Royal Mines, other than Dissenting Shareholders as contemplated below:

                                             (i)                each shareholder of Royal Mines who is not a U.S. Person and who otherwise satisfies the eligibility requirements for issuance of Centrus Common Stock in accordance with Rule 903 of Regulation S of the Securities Act will deliver the Regulation S Investment Letter in a form reasonably acceptable to legal counsel for Centrus and for Royal Mines; and

                                             (ii)                each shareholder of Royal Mines resident in the United States will deliver the Regulation D Investment Letter in a form reasonably acceptable to legal counsel for Centrus and for Royal Mines.

                              (k) Delivery of Financial Statements. Royal Mines will have delivered to Centrus such financial statements as, in the opinion of the auditors for Centrus, are required to permit Centrus to make the necessary filings under the Exchange Act in connection with the Merger.

                              (l) Exercise of Appraisal Rights . The holders of no more than two (2%) percent of the issued and outstanding shares of Royal Mines Common Stock will have exercised appraisal rights under Nevada Law as Dissenting Shareholders. Royal Mines and Centrus will have resolved all matters of appraisal and payment under Nevada Law for each Dissenting Shareholder to Centrus Sub's satisfaction.

               6.2                Conditions Precedent to Closing by Royal Mines . The obligation of Royal Mines to consummate the Merger is subject to the satisfaction of the conditions set forth below, unless such condition is waived by Royal Mines at the Closing. The Closing of the Merger will be deemed to mean a waiver of all conditions to Closing. These conditions precedent are for the benefit of Royal Mines and may be waived by Royal Mines in its discretion.

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                              (a)                Representations and Warranties . The representations and warranties of Centrus and Centrus Sub and the Principal Shareholder set forth in this Agreement will be true, correct and complete in all respects as of the Closing Date, as though made on and as of the Closing Date and Centrus and Centrus Sub will have delivered to Royal Mines a certificate dated the Closing Date, to the effect