Filed by sedaredgar.com - Royal Mines And Minerals Corp. - Exhibit 10.1







CONSULTING AGREEMENT

     THIS AGREEMENT (the
“Agreement”), is made and entered into as of this 14th day of August 2009, by
and between Mirador Consulting, Inc., a Florida corporation, with offices at
5499 N. Federal Hwy, Suite D, Boca Raton, Florida 33487 (“Mirador” or the
“Consultant”), and Royal Mines And Minerals Corp., a Nevada corporation, with
offices at Suite 112, 2580 Anthem Village Dr. Henderson, NV 89052 (the
“Company”) (together, the “Parties”).

WHEREAS, Consultant is in the business of providing
services for management consulting, business advisory, shareholder information
and public relations; 

WHEREAS, the Company deems it to be in its best interest
to retain Consultant to render to the Company such services as may be needed;
and

WHEREAS, the Parties desire to set forth the terms and
conditions under which Consultant shall provide services to the Company.

NOW, THEREFORE, in consideration of the mutual promises
and covenants herein contained, and other valid consideration, receipt of which
is hereby acknowledged, the Parties agree as follows:

Term of Agreement.

The Agreement shall remain in effect from the date hereof
through the expiration of a period of six months from the date hereof, unless
sooner terminated in accordance with this Agreement (the “Term”), and thereafter
may be renewed upon the mutual written consent of the Parties.

Nature of Services to be rendered.

During the Term and any renewal thereof, Consultant shall: (a)
provide the Company with corporate consulting services on a best efforts basis
in connection with mergers and acquisitions, corporate finance, corporate
finance relations, introductions to other financial relations companies and
other financial services; (b) use its best efforts to locate and identify to the
Company private and/or public companies for potential merger with or acquisition
by the Company; (c) contact the Company’s existing stockholders, responding in a
professional manner to their questions and following up as appropriate; and (d)
use its best efforts to introduce the Company to various securities dealers,
investment advisors, analysts, funding sources and other members of the
financial community with whom it has established relationships, and generally
assist the Company in its efforts to enhance its visibility in the financial
community (collectively, the “Services”). It is acknowledged and agreed by the
Company that Consultant carries no professional licenses, and is not rendering
legal advice or performing accounting services, nor acting as an investment
advisor or brokerage/dealer within the meaning of the applicable state and
federal securities laws. The Services of Consultant shall not be exclusive nor
shall Consultant be required to render any specific number of hours or assign
specific personnel to the Company or its projects.

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	Consulting Agreement August 2009 for RYMM
  







Disclosure of Information.

Consultant agrees as follows:

Consultant shall not distribute any materials or make any
representations about the Company, its business or prospects other than as set
out in the public filings of the Company without the prior written approval of
the Company's representative, Jason Mitchell.

Consultant shall NOT disclose to any third party any material
non-public information or data received from the Company without the written
consent and approval of the Company other than: (i) to its agents or
representatives that have a need to know in connection with the Services
hereunder; provided such agents and representatives have a similar obligation to
maintain the confidentiality of such information; (ii) as may be required by
applicable law; provided, Consultant shall provide prompt prior written notice
thereof to the Company to enable the Company to seek a protective order or
otherwise prevent such disclosure; and (iii) such information as becomes
publicly known through no action of the Consultant, or its agents or
representatives.

Activities of Consultant.

In performing its services under this Agreement, Consultant
will not make use of spam e-mails or spam faxes or any other improper
promotional methods or activities and shall not engage any subcontractor
involved in such activities.

Compensation.

The following represents the compensation to be received by the
Consultant in connection with rendering the Services hereunder:

The Company will pay the Consultant $6,700 in respect of the
first month of the Term of this Agreement and $4,000 for each month thereafter
during the Term of this Agreement.

Upon execution of the Agreement, the Consultant shall purchase
and the Company will issue to the Consultant 3,000,000 shares of the Company’s
restricted common stock (OTCBB: RYMM) for a total purchase price of three
thousand dollars ($3,000.00) (the “Restricted Stock”) as per the Investment
Representation Letter (incorporated by reference into the Agreement and attached
as Addendum A). The shares will be delivered to the Consultant as follows;
1,500,000 upon signing of the Agreement and 1,500,000 on or before November 15,
2009, provided that the Agreement is not terminated before that date. In the
event the Agreement is terminated prior to November 15, 2009, the Company will
return the purchase price of 1,500,000 shares to Consultant and Consultant
agrees that the shares will be surrendered for cancellation.

Representations and Warranties of the Consultant.

In order to induce the Company to enter into this Agreement,
the Consultant hereby makes the following unconditional representations and
warranties:

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	Consulting Agreement August 2009 for RYMM
  







In connection with its execution of and performance under this
Agreement, the Consultant has not taken and will not take any action that will
cause it to become required to make any filings with or to register in any
capacity with the Securities and Exchange Commission (the “SEC”), the FINRA, the
securities commissioner or department of any state, or any other regulatory or
governmental body or agency. Neither the Consultant nor any of its principals is
subject to any sanction or restriction imposed by the SEC, the FINRA, any state
securities commission or department, or any other regulatory or governmental
body or agency, which would prohibit, limit or curtail the Consultant’s
execution of this Agreement or the performance of its obligation hereunder.

The Consultant’s purchase of shares pursuant to this Agreement
is an investment made for its own account. The Consultant is permitted to
provide consulting services to any corporation or entity engaged in a business
identical or similar to the Company’s. 

Duties of the Company.

The Company will supply Consultant, on a regular basis and
timely basis, with all approved data and information about the Company, its
management, its products, and its operations as reasonably requested by
Consultant and which the Company can obtain with reasonable effort; and Company
shall be responsible for advising Consultant of any facts which would affect the
accuracy of any prior data and information previously supplied to Consultant so
that the Consultant may take corrective action.

The Company’s counsel must, within five (5) business days of
receiving written notice from the Consultant, provide an opinion letter to the
Consultant and the Transfer Agent for the Company’s Restricted Stock addressing
the permissible resale of the Restricted Stock (pursuant to Rule 144 of the
Securities Act of 1933, as amended (the “1933 Act”) transferred to the
Consultant under this Agreement.

Representations and Warranties of the Company.

In order to induce the Consultant to enter into this Agreement,
the Company hereby makes the following unconditional representations and
warranties:

The Company is not subject to any restriction imposed by the
SEC or by operation of the 1933 Act, the Exchange Act of 1934, as amended (the
“1934 Act”) or any of the rules and regulations promulgated under the 1933 Act
or the 1934 Act which prohibit its execution of this Agreement or the
performance of its obligations to the Consultant set forth herein. The Company
has not been sanctioned by the SEC, FINRA or any state securities commissioner
or department in connection with any issuance of its securities. All payments
required to be made on time and in accordance with the payment terms and
conditions set forth herein.

The Company acknowledges that the Consultant does not guarantee
its ability to cause the consumption of any contract or merger or acquisition
with any corporate candidate.

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	Consulting Agreement August 2009 for RYMM
  







Compliance with Securities Laws.

The Parties acknowledge and agree that the Company is subject
to the requirements of the 1934 Act, and that the 1933 Act, the 1934 Act, the
rules and regulations promulgated thereunder and the various state securities
laws (collectively, “Securities Laws”) impose significant burdens and
limitations on the dissemination of certain information about the Company by the
Company and by persons acting for or on behalf of the Company. Each of the
Parties agrees to comply with all applicable Securities Laws in carrying out its
obligations under the Agreement; and without limiting the generality of the
foregoing, the Company hereby agrees (i) all information about the Company
provided to the Consultant by the Company, which the Company expressly agrees
may be disseminated to the public by the Consultant in providing any public
relations or other services pursuant to the Agreement, shall not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made, in light of the circumstances in which they were
made, not misleading, (ii) the Company shall promptly notify the Consultant if
it becomes aware that it has publicly made any untrue statement of a material
fact regarding the Company or has omitted to state any material fact necessary
to make the public statements made by the Company, in light of the circumstances
in which they were made, not misleading, and (iii) the Company shall promptly
notify the Consultant of any “quiet period” or “blackout period” or other
similar period during which public statements by or on behalf of the Company are
restricted by any Securities Law. Each Party (an “indemnifying party”) hereby
agrees, to the full extent permitted by applicable law, to indemnify and hold
harmless the other Party (the “indemnified party”) for any damages caused to the
indemnified party by the indemnifying party’s breach or violation of any
Securities Law, except to the extent that the indemnifying party’s breach or
violation of a Securities Law is caused by the indemnified party’s breach or
violation of the Agreement, or any Securities Law.

Issuance of Restricted Stock to Consultant.

The Restricted Stock shall be issued as fully-paid and
non-assessable securities. The Company shall take all corporate action necessary
for the issuance Restricted Stock, to be legally valid and irrevocable,
including obtaining the prior approval of its Board of Directors.

Expense Reimbursement.

Consultant shall be entitled to receive cash reimbursement, and
the Company shall provide cash reimbursement, of all reasonable and necessary
cash expenses paid by the Consultant on behalf of the Company in performance of
its own duties hereunder. Such expenses shall include, without limitation,
reasonable expenses for communications, deliveries and travel. In no event,
however, will the Consultant incur on behalf of the Company any expense without
the prior written consent of the Company.

Registration Obligations.

At any time during the six month period following the signing
of the Agreement, if the Company files a registration statement with the SEC
registering an amount of securities equal to at least $500,000 (“Registration
Statement”), the Company must provide a ten (10) day prior written notice of the
Registration Statement to the Consultant and at the written request and
direction of the Consultant must provide piggy back registration rights and
include the consultant shares in the Registration Statement.

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	Consulting Agreement August 2009 for RYMM
  







Indemnification of Consultant by the Company.

The Company acknowledges that the Consultant relies on
information provided by the Company in connection with the provisions of
Services hereunder and represents that said information does not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements made, in light of the circumstances in which they were
made, not misleading, and agrees to hold harmless and indemnify the Consultant
for claims against the Consultant as a result of any breach of such
representation and for any claims relating to the purchase and/or sale of the
Company’s securities occurring out of or in connection therewith.

Indemnification of the Company by the Consultant.

The Consultant shall identify and hold harmless the Company and
its principals from and against any and all liabilities and damages arising out
of any the Consultant’s gross negligence or intentional breach of its
representations, warranties or agreements made hereunder.

Applicable Law.

It is the intention of the parties hereto that this Agreement
and the performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the State of
Florida and that in any action, special proceeding or other proceedings that may
be brought arising out of, in connection with or by reason of this Agreement,
the law of the State of Florida shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction on
which any action or special proceeding may be instituted.

Disputes.

Any conflicts, disputes and disagreements arising out of or in
connection with the Agreement, shall be subject to state court in Palm Beach
County, Florida. However, if Consultant needs to enforce any registration rights
or shareholder rights, Consultant reserves the right to file an injunctive
action in a court in Palm Beach County, Florida. In signing this Agreement, the
Company waives their right to challenge jurisdiction on this issue.

Further Acts.

The parties agree to take such acts and execute all further
documents or assurances as may be required to carry out the full intent of this
Agreement.

Entire Understanding/Incorporation of other
Documents.

The Agreement contains the entire understanding of the Parties
with regard to the subject matter hereof, superseding any and all prior
agreements or understandings whether oral or written, and no further or
additional agreements, promises, representations or covenants may be inferred or
construed to exist between the Parties.

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	Consulting Agreement August 2009 for RYMM
  







No Assignment or Delegation Without Prior Approval.

No portion of the Agreement or any of its provisions may be
assigned, nor obligations delegated, to any other person or party without the
prior written consent of the Parties except by operation of law or as otherwise
set forth herein.

Survival of Agreement.

The Agreement and all of its terms shall inure to the benefit
of any permitted assignees of or lawful successors to either Party.

Independent Contractor.

Consultant agrees to perform its consulting duties hereto as an
independent contractor. Nothing contained herein shall be considered to as
creating an employer-employee relationship between the parties to this
Agreement.

No Amendment Except in Writing.

Neither the Agreement nor any of its provisions may be altered
or amended except in a dated writing signed by the Parties.

Waiver of Breach.

No waiver of any breach of any provision hereof shall be deemed
to constitute a continuing waiver or a waiver of any other portion of the
Agreement.

Severability of the Agreement.

Except as otherwise provided herein, if any provision hereof is
deemed by arbitration or a court of competent jurisdiction to be legally
unenforceable or void, such provision shall be stricken from the Agreement and
the remainder hereof shall remain in full force and effect.

Non-Circumvention.

The parties agree that confidential Information shall not be
used for the enrichment, directly or indirectly, of the Company or its
affiliates, without the express written consent of Consultant. The parties
further agree that following receipt of Confidential Information from Consultant
including but not limited to relationships and business contacts, the Company
shall not contract or attempt to sell to, transact with or purchase from
Consultant-provided sources without the written permission from Consultant
unless (i) a business relationship between the Company and Consultant-provided
source predated this Agreement, and (ii) Company can substantiate exchanges
specific to the Consultant-disclosed information between the Company and the
Consultant-provided source prior to the date of the signing of this
Agreement.

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	Consulting Agreement August 2009 for RYMM 









Termination of the Agreement. 

The Company may terminate the Agreement, with or without cause,
by providing thirty days written notification to the Consultant. The Agreement
will terminate thirty (30) days following the date of receipt of the written
notification by the Consultant (“Date of Termination”). In the event of
termination of the Agreement by the Company, the Consultant shall be entitled to
keep any and all fees, Company stock (actually delivered to Consultant) or other
compensation it received from the Company under the Agreement prior to the Date
of Termination. 

Notices.

Each notice, demand or other communication required or
permitted to be given under this Agreement shall be in writing and shall be
e-mailed, delivered, or faxed to such party at the address for such party set
out below. The date of receipt of such notice, demand or other communication
shall be deemed to be the date that is one business day following the date of
delivery. Either party may at any time and from time to time notify the other
party in writing of a change of address and the new address to which notice
shall be given to it thereafter until further change.

CONSULTANT:

	 	Mirador Consulting, Inc. 
	 	5499 N. Federal Hwy, Suite D 
	 	Boca Raton, Florida 33487 
	 	Attention: 	Brian S. John, President 
	 	E-mail: 	bj@miradorconsulting.com 
	 	Facsimile: 	(561) 989-0069 


COMPANY:

	 	Royal Mines And Minerals Corp., 
	 	Suite 112, 2580 Anthem Village Dr. 
	 	Henderson, NV 89052 
	 	Attention: 	Jason S. Mitchell, Chief Financial Officer
  
	 	E-mail: 	jmitch692003@yahoo.com 
	 	Facsimile: 	(866) 381-2090 


Counterparts and Facsimile Signature.

This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of
this Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.

No Construction Against Drafter.

The Agreement shall be construed without regard to any
presumption or other requiring construction against the Party causing the
drafting hereof.

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	Consulting Agreement August 2009 for RYMM
  







     IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement, effective as of
the date set forth above.

	Royal Mines And Minerals Corp. 	Mirador Consulting, Inc. 
	  	  
	  	  
	/s/ Michael C. Boyko 	/s/ Brian S. John 
	By:__________________________ 	By:__________________________ 
	Michael C. Boyko, Director 	Brian S. John, President




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	Consulting Agreement August 2009 for RYMM
  






INVESTMENT REPRESENTATION LETTER 
(ADDENDUM
A)

The undersigned subscriber, Mirador Consulting, Inc., (the
“Subscriber”) is acquiring 3,000,000 shares of the common stock (the “Shares”)
of Royal Mines and Minerals Corp. OTCBB: RYMM (the “Company”) for Three Thousand
Dollars ($3,000.00) in connection with the Consulting Agreement dated August 14,
2009 between the Subscriber and the Company. The shares will be delivered to
the Subscriber as follows; 1,500,000 upon signing of the Agreement and
1,500,000 on or before November 15, 2009. In order to induce the Company to
issue the shares to the Subscriber, the Subscriber hereby makes the following
representations, gives the following warranties, and acknowledges the following
information:

1. The Subscriber represents that it has full power and
authority to execute this statement and make the representations contained
herein. The Subscriber understands that the Company is relying on this statement
in issuing it the Shares.

2. The shares are being purchased solely for investment
purposes, for the Subscriber’s own account, and not with a view to, or for sale
in conjunction with, any distribution of the shares within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”). The Subscriber
further represents that it does not have any contract, undertaking or
arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to any of the Shares. 

3. The Subscriber acknowledges that the Shares have not been
registered under the Securities Act and are to be issued to the Subscriber in
reliance upon one or more exemptions from registration contained in the
Securities Act and applicable state securities laws. The Subscriber has no right
to demand the registration of the Shares to permit them to be resold, and no
representations about subsequent registrations have been made by the Company.
The Subscriber acknowledges that the Shares cannot be transferred except
pursuant to a registration under the Securities Act or pursuant to an exemption
from the Securities Act deemed to be lawfully available. In this connection, the
Subscriber represents that it is familiar with SEC Rule 144 as presently in
effect, and understand the resale limitations imposed thereby and by the
Securities Act.

4. The Subscriber represents that it is familiar with
Regulation D, particularly Rule 501, of the Securities Act and the Subscriber
represents that the Subscriber is an accredited investor as defined in Rule 501
of Regulation D promulgated under the Securities Act. The Subscriber represents
that it is acquiring the Restricted Stock for its own account for investment
purposes only and not with a view towards resale. The Subscriber further
represents that it has access to all necessary information to make its
investment decision and has experience in investment in speculative
securities.

5. The Subscriber acknowledges that the exemption provided by
Rule 144 under the Securities Act provide for limited sale of unregistered
shares but may not be available to the Subscriber at the time he or she may
desire to sell the shares. No representations have been made to the Subscriber
that any part of the shares will be saleable Pursuant to Rule 144 at any
particular time.

6. The Subscriber has had an opportunity to ask questions of
and receive answers from the Company regarding the Company, its business and
prospects and the terms and conditions of the sale of the Shares. It 




believes it has received all the information it considers
necessary or appropriate for deciding whether to acquire the Shares.

7. The Shares represent a speculative investment involving a
high degree of risk loss of the purchase price. The Subscriber has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of an investment in the Shares and of making an
informed investment decision. The Subscriber is able to bear the economic risk
of the investment in the Share, to hold the Shares an indefinite period of time,
and to afford a complete loss of the purchase price.

8. The Shares will be represented by a certificate bearing a
prominent legend setting forth the restricted nature of the Shares as deemed
appropriate by the Company’s counsel.

9. The Subscriber will not sell, transfer, pledge or otherwise
dispose of or encumber any of the Shares it receives unless and until (i) such
shares are subsequently registered under the Securities Act and each applicable
state securities law; or (ii) (1) an exemption from such registration is
available thereunder, and (2) the undersigned has notified the Company of the
proposed transfer and have furnished the Company with an opinion of counsel,
reasonably satisfactory to the Company, that such transfer will not require
registration of such shares under the Act. The undersigned understands that the
Company is not obligated, and does not intend, to register any such shares under
the Act or any state securities laws. 

	ACCEPTED BY 	  
	MIRADOR CONSULTING, INC. 	ROYAL MINES AND MINERALS CORP. 
	 	  
	 	  
	By: _______________________________ 	By: ______________________________ 
	
                 Brian
      S. John, President DATE 
	         
       Michael C. Boyko, Director DATE