MANAGEMENT CONSULTING AGREEMENT

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.

2

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"):

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:

3

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