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






MANAGEMENT CONSULTING AGREEMENT

THIS AGREEMENT is dated effective as of the 24th day of
February, 2009 (the “Effective Date”).

BETWEEN:

JASON S. MITCHELL, of 87
Fountainhead Circle Henderson, NV 89052

(hereinafter called the
”Consultant”)

OF THE FIRST PART

AND:

ROYAL MINES AND MINERALS CORP.,
a company incorporated under the laws of the State of Nevada

(hereinafter called the “Company”)

OF THE SECOND PART 

WHEREAS:

A. The Company is in the business of acquiring, exploring and
developing mineral properties;

B. The Consultant has acted as the Chief Financial Officer and
Treasurer of the Company since February 1, 2008 and has acted as the Secretary
of the Company since November 19, 2008; and

C. The Consultant and the Company now wish to define their
relationship in accordance with the terms and conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

1. ENGAGEMENT AS A CONSULTANT

1.1 The Company hereby engages the Consultant as a consultant
to provide the services of the Consultant in accordance with the terms and
conditions of this Agreement and the Consultant hereby accepts such
engagement.

2. TERM OF THIS AGREEMENT

2.1 The term of this Agreement shall be three (3) years,
commencing on the Effective Date, unless this Agreement is earlier terminated in
accordance with the terms of this Agreement or extended by the Board of
Directors of the Company.




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3. CONSULTING SERVICES

3.1 The Consultant agrees to act as Chief Financial Officer,
Secretary and Treasurer of the Company and to perform the following services and
undertake the following responsibilities and duties to the Company as consulting
services (the "Consulting Services"):

	 	(a) 	
      exercising general direction and supervision over the
      business and financial affairs of the Company;

	 	 	 
	 	(b) 	
      providing overall direction to the management of the
      Company;

	 	 	 
	 	(c) 	
      reporting directly to the Board of Directors of the
      Company; and

	 	 	 
	 	(d) 	
      performing such other duties and observing such
      instructions as may be reasonably assigned from time to time by or on
      behalf of the board of directors of the Company in the Consultant’s
      capacity as Chief Financial Officer, Secretary and Treasurer, provided
      such duties are within the scope of the Company’s business and
      implementation of the Company’s business plan.



3.2 The Consultant shall devote such attention and energies to
the business affairs of the Company as may be reasonably necessary for the
discharge of his duties as Chief Financial Officer, Secretary and Treasurer,
provided, however, the Consultant may engage in reasonable investment and other
personal activities that do not interfere with the Consultant's obligations
hereunder. 

3.3 The Consultant will at all times be an independent
contractor and the Consultant will not be deemed to be an employee of the
Company.

4. CONSULTING FEE

4.1 During the term of this Agreement, the Company shall pay
the Consultant a consulting fee in consideration of the provision of the
Consulting Services equal to $12,000 US per month (the “Consultant Fee”).

4.2 The Consultant Fee shall be payable by the Company to the
Consultant on the first business day of each month during the term of this
Agreement.

4.3 The Company shall issue 3,000,000 shares of the Company’s
Common Stock (the “Shares”) to the Consultant. All 3,000,000 Shares issued will
be treated as granted on the Effective Date at a price equal to that of the fair
market value on the close of trading on the Effective Date but not to exceed
$0.05 per share USD. The Shares will be distributed to the Consultant on the
following basis:

	 	(a) 	
      750,000 shares of the Company’s common stock on execution
      of this Agreement;

	 	 	 
	 	(b) 	
      750,000 shares of the Company’s common stock on March 1,
      2009;

	 	 	 
	 	(c) 	
      750,000 shares of the Company’s common stock on March 1,
      2010; and

	 	 	 
	 	(d) 	
      750,000 shares of the Company’s common stock on March 1,
      2011.







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In the event that this Consulting Agreement shall be terminated
by the Consultant or the Company prior to March 1, 2011, then any shares not
distributed to the Consultant prior to the date of termination shall be returned
to the Company for cancellation and the Consultant shall execute such documents
as may be necessary to give effect to the cancellation.

4.4 The Consultant acknowledges and agrees that the
certificates representing the Shares will be “restricted shares”, as
contemplated under United States Securities Act of 1933, and will be
endorsed with the following legend:


  “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 EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
    OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
    TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF
    THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”



5. REIMBURSEMENT OF EXPENSES

5.1 The Company will pay to the Consultant, in addition to the
Consulting Fee, the reasonable travel and promotional expenses and other
specific expenses incurred by the Consultant in provision of the Consulting
Services, provided the Consultant has obtained the prior written approval of the
Company. 

6. TERMINATION

6.1 The Company may terminate this Agreement:

	(a) 	
      at any time on sixty days’ notice; or

	 	 
	(b) 	
      without notice upon the occurrence of any of the
      following events of default (each an “Event of
Default”):




	 	(i) 	
      the Consultant’s commission of an act of fraud, theft or
      embezzlement or other similar willful misconduct;

	 	 	 
	 	(ii) 	
      the neglect or breach by the Consultant of his material
      obligations or agreements under this Agreement; or

	 	 	 
	 	(iii) 	
      the Consultant’s refusal to follow lawful directives of
      the Board,



provided that notice of the Event of
Default has been delivered to the Consultant and provided the Consultant has
failed to remedy the default within thirty days of the date of delivery of
notice of the Event of Default.

6.2 The Consultant may terminate this Agreement at any time
upon sixty days’ notice.

6.3 On termination of this Agreement for any reason, all rights
and obligations of each party that are expressly stated to survive termination
or continue after termination will survive termination and continue in full
force and effect as contemplated in this Agreement.




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7. PROPRIETARY INFORMATION AND DEVELOPMENTS

7.1 The Consultant will not at any time, whether during or
after the termination of this Agreement for any reason, reveal to any person or
entity any of the trade secrets or confidential information concerning the
organization, business or finances of the Company or of any third party which
the Company is under an obligation to keep confidential, except as may be
required in the ordinary course of performing the Consulting Services to the
Company, and the Consultant shall keep secret such trade secrets and
confidential information and shall not use or attempt to use any such secrets or
information in any manner which is designed to injure or cause loss to the
Company. Trade secrets or confidential information shall include, but not be
limited to, the Company's financial statements and projections, expansion
proposals, property acquisition opportunities and business relationships with
banks, lenders and other parties not otherwise publicly available.

8. RELIEF

8.1 The Consultant hereby expressly acknowledges that any
breach or threatened breach by the Consultant of any of the terms set forth in
Section 7 of this Agreement may result in significant and continuing injury to
the Company, the monetary value of which would be impossible to establish, and
any such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.

9. PARTIES BENEFITED; ASSIGNMENTS

9.1 This Agreement shall be binding upon, and inure to the
benefit of, the Consultant, his heirs and his personal representative or
representatives, and upon the Company and its successors and assigns. Neither
this Agreement nor any rights or obligations hereunder may be assigned by the
Consultant.

10. NOTICES

10.1 Any notice required or permitted by this Agreement shall
be in writing, sent by registered or certified mail, return receipt requested,
or by overnight courier, addressed to the Board and the Company at its then
principal office, or to the Consultant at the address set forth in the preamble,
as the case may be, or to such other address or addresses as any party hereto
may from time to time specify in writing for the purpose in a notice given to
the other parties in compliance with this Section 10. Notices shall be deemed
given when delivered.

11. GOVERNING LAW

11.1 This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada and each party hereto adjourns
to the jurisdiction of the courts of the State of Nevada. 

12. REPRESENTATIONS AND WARRANTIES

12.1 The Consultant represents and warrants to the Company that
(a) the Consultant is under no contractual or other restriction which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder or other rights of Company hereunder, and (b) the Consultant is under
no physical or mental disability that would hinder the performance of his duties
under this Agreement.




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13. MISCELLANEOUS

13.1 This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. 

13.2 This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to the subject matter
hereof.

13.3 No modification or amendment of this Agreement shall be
valid unless in writing and signed by or on behalf of the parties hereto.

13.4 A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any subsequent breach of
the same or any other term or condition. 

13.5 This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall, for any reason and to any extent,
be held invalid or unenforceable, such invalidity and unenforceability shall not
affect the remaining provisions hereof and the application of such provisions to
other persons or circumstances, all of which shall be enforced to the greatest
extent permitted by law. 

13.6 The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.

13.7 The Consultant acknowledges and agrees that O'Neill Law
Group PLLC has acted solely as legal counsel for the Company and that the
Consultant has been advised to obtain independent legal advice prior to
execution of this Agreement.

13.8 This Agreement may be executed in one or more
counter-parts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.

/s/ Jason S. Mitchell
JASON S.
MITCHELL

ROYAL MINES AND MINERALS CORP. 
by its authorized
signatory:

/s/ K. Ian Matheson
K. IAN MATHESON,
CEO