SCHEDULE 14A INFORMATION
                  Proxy Statement Pursuant to Section 14(a) of
                      the Securities Exchange Act of 1934.

Filed  by  the  Registrant  [ x ]
Filed  by  Party  other  than  the  Registrant  [   ]

[   ]     Preliminary  Proxy  Statement
[   ]     Confidential,  for  Use  of  the Commission Only [as permitted by Rule
          14a-6(e)(2)]
[ x ]     Definitive  Proxy  Statement
[   ]     Definitive  Additional  Materials
[   ]     Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or Section
          240.14a-12

                            ROYAL SILVER MINES, INC.
             (Exact name of Registrant as specified in its charter.)

                         Commission File number 0-25170

Payment  of  Filing  Fee  (Check  the  appropriate  box):

[ x ]     No  fee  required.
[   ]     Fee  computed  on  table  below per Exchange Act Rules 14a-6(i)(4) and
          0-1:
          1.   Title  of  each class of securities to which transaction applies:
          2.   Aggregate  number  of  securities  to  which transaction applies:
          3.   Per  unit  price  or  other  underlying  value  of  transaction
               computed  pursuant  to  Exchange  Act
               Rule  O-11  (Set  forth  the  amount  on  which  the  filing  fee
               is  calculated  and  state  how  it  was  determined):
          4.   Proposed  maximum  aggregate  value  of  transaction:
          5.   Total  fee  paid:



[   ]     Fee  paid  previously  with  preliminary  materials.
[   ]     Check  box  if  any  part  of  the  fee  is  offset  as  provided
          by  Exchange  Act  Rule  O-11(a)(2)  and  identify  the  filing
          for  which  the  offsetting  fee  was  paid  previously.
          Identify  the  previous  filing  by  registration  statement
          number,  or  the  Form  or  Schedule  and  the  date  of  its
          filing.
          1.   Amount  Previously  Paid;
          2.   Form,  Schedule  or  Registration  Statement  No.
          3.   Filing  Party:
          4.   Date  Filed:



Dear  Shareholders:


     On  behalf  of  the Board of Directors, you are cordially invited to attend
the Annual Meeting of Shareholders of ROYAL SILVER MINES, INC. to be held at 200
Professional  Building,  Suite  200, Hilton Head Island, SC 29926, commencing at
10:30  A.M.,  local time, on April 13, 2001.  We look forward to the opportunity
of  personally  greeting  those  of  you  who  are  able  to  attend.


     The Board and Management of the Company has determined that the Company, to
remain a viable and going concern, must act now to radically change its business
focus  or  alternatively,  to take steps to wind up its affairs.  The continuing
and  long  depressed  state  of  the mining and metals industry has made it very
difficult  to  operate  a  development stage company such as Royal Silver Mines.
However,  management believes very significant opportunities exist in the energy
field  which,  if  the  Company  acts  diligently  but  swiftly, could result in
significant  business  opportunity  and  growth.

     In  the  past  two  years,  the  Company  has  attempted to develop a novel
approach  to  treatment  of waste ores and other noxious by-products of smelting
processes.  However,  due  to  the  depressed state of metal markets in general,
particularly  the  gold  market,  investor interest in this process was minimal.
The  Company also attempted to acquire Nuvotec, Inc., a technology company based
in  Richland,  WA.  This  acquisition  was  cancelled after the Board of Nuvotec
determined  that  other  means  of  raising  capital  and going public were more
attractive.

     Therefore,  the  Company  has  arrived  at  a  juncture  where  a  complete
re-thinking  and  adjustment  of  the  market  capitalization  of the Company is
necessary.  Management  has  chosen  to  focus on energy because it represents a
very  large  segment  of  the  nation's  economy, and because recently disclosed
shortages  of  electrical  generation  capacity  represent  a  long-term  growth
opportunity  for  new  and  innovative  market  participants.

     At  the  meeting  you  are  being  asked  to consider the election of three
directors,  increasing  the  authorized  shares  of Common Stock of the Company,
authorizing  a class of Preferred Stock, authorizing a 1 for 20 reverse split of
the  issued  and outstanding shares, authorizing a name change of the Company to
"Cadence  Resources  Corporation",  and the appointment of independent auditors.

     The  complete  text  of  these proposals and the reasons the directors have
proposed  their  adoption  are contained in this proxy statement.  I urge you to
carefully  study  them.

     FOR  THE REASONS STATED HEREIN, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE  "FOR"  THESE  PROPOSALS.

     During  the  course  of  the meeting, management will report on the current
activities  of  ROYAL  SILVER  MINES,  INC.  and comment on its future plans.  A
discussion  period is also planned so that Shareholders will have an opportunity
to  ask  questions  and  present  their  comments.

     Under  the  provisions  of the Bylaws, the Board of Directors has fixed the
close  of business on February 28, 2001 as the record date for the determination
of  Shareholders  entitled  to  notice  of  and  to  vote  at  the  meeting.

     Please  take  a  moment  to  sign, date and mail your proxy in the enclosed
envelope.  Should  you  later decide to join us at the meeting, you may withdraw
your  proxy  at  that  time  and  vote  in  person.

     Thank  you  for  your  past support, continuing interest and consideration.


                              Very  truly  yours,



                              HOWARD  CROSBY
                              Chairman  of  the  Board



                            ROYAL SILVER MINES, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To  Shareholders:


     The  Annual  Meeting  of  Shareholders  of  ROYAL  SILVER  MINES, INC. (the
"Company")  will  be  held  at 200 Professional Building, Suite 200, Hilton Head
Island,  SC  29926,  commencing at 10:30 A.M., local time, on April 13, 2001 for
the  following  purposes:


1.   Election  of  three  directors  to  succeed those whose terms have expired;

2.   To  consider  and  act  upon  a proposal to amend the Company's Articles of
Incorporation.  The  proposed  amendment  would  increase  the authorized Common
Stock  of  the  Company  from  40,000,000  shares, par value $0.01 per share, to
100,000,000  shares  of  Common  Stock,  $0.01  par  value  per  share.

3.   To consider and vote upon a proposal to amend the Articles of Incorporation
to  authorize  ten million shares of Preferred Stock, $0.01 par value per share,
for  possible  issuance from time-to-time and in such series and upon such terms
as  shall  be  determined  by  the  Board  of  Directors.

4. To consider and vote upon a proposal to conduct a reverse split of the issued
and  outstanding common shares of the Company on a 1 for 20 basis. This proposal
will  not  affect  the  authorized  capital  of  the  Company.

5.  To  consider and vote upon a proposal to amend the Articles of Incorporation
to  change  the  name  of  the  Company  to  "Cadence  Resources  Corporation".

6.   Ratification  of  the  appointment  of Williams & Webster, Certified Public
Accountants,  to  audit  the  financial  statements  of the Company for the year
ending  September  30,  2001;  and,

7.   To  act upon such other matters as may properly come before the meeting and
any adjournment thereof. Only Shareholders of record at the close of business on
February  28,  2001,  will  be  entitled  to notice of and to vote at the Annual
Meeting.

     By  Order  of  the  Board  of  Directors



     John  Ryan
     Executive Vice President


     Hilton Head Island, SC
     February  28,  2001


YOUR  VOTE  IS  IMPORTANT

Please  complete,  date,  sign  and  return  the  enclosed  proxy  immediately.


MAIL  TO:
ROYAL  SILVER  MINES,  INC.
1519  Main  Street,  #169
Hilton  Head  Island,  SC  29926




PROXY  STATEMENT
ANNUAL  MEETING  OF  SHAREHOLDERS
TO  BE  HELD  ON  April  13,  2001  at  200  Professional  Building,  Suite 200,
Hilton  Head  Island,  SC  at  10:30  A.M.  local  time


     INTRODUCTION

     These  Proxy materials are furnished in connection with the solicitation by
the  Board  of  Directors  of  ROYAL SILVER MINES, INC., a Utah corporation (the
"Company"),  for  use  at  its  Annual Meeting of Shareholders to be held at 200
Professional  Building,  Suite  200, Hilton Head Island, SC 29926, commencing at
10:30  A.M.,  local time, on April 13, 2001.  Only Shareholders of record, as of
the  close  of  business  on  February  28, 2001 will be entitled to vote at the
meeting  or any adjournment thereof.  This Proxy Statement and form of Proxy are
being  sent  to  Shareholders  on  or  about  March  15,  2001.


     PURPOSES  OF  ANNUAL  MEETING

     At  the  Annual  Meeting,  Shareholders  entitled  to vote will be asked to
consider  and  take  action to increase the authorized shares of Common Stock of
the  Company;  elect  three  (3)  directors  to  succeed  those whose terms have
expired;  amend  the Articles of Incorporation to increase the authorized Common
Stock  of  the Company; amend the Articles of Incorporation to create a class of
Preferred  Stock;  consider  a  one  for  twenty reverse split of the issued and
outstanding common stock; amend the Articles of Incorporation to change the name
of the Company to "Cadence Resources Corporation"; and to ratify the appointment
of  Williams & Webster, Certified Public Accountants, as independent auditors to
make  an  examination of financial statements of the Company for the fiscal year
ending  September  30,  2001;  and,  such  other business as may come before the
meeting.  See  "Voting  at  the  Annual  Meeting  of  Shareholders."


     SOLICITATION  OF  PROXIES

     These  proxy materials are furnished in connection with the solicitation of
proxies  by  the  Board of Directors and management of the Company to be used at
the  Annual  Meeting  of  Shareholders  and  at  any adjournment or adjournments
thereof.  Properly  executed proxies received prior to the meeting will be voted
at  the meeting.  If a Shareholder specifies how the proxy is to be voted on any
business  to  come  before the meeting, it will be voted in accordance with such
specifications.  If  no  specification  is  made, it will be voted in accordance
with  the recommendations of the Board of Directors and management which are FOR
the  election of the directors named in the Proxy Statement; FOR the increase in
authorized  shares  of  Common  Stock of the Company; FOR the authorization of a
class  of  Preferred  Stock;  FOR the one for twenty reverse split; FOR the name
change  to  "Cadence  Resources  Corporation";  and  FOR  ratification  of  the
appointment  of Williams & Webster as the Company's principal independent public
accountants  for 2001.  The proxy may be revoked by you at any time before it is
voted  at  the  meeting.

     This Proxy Statement and accompanying form of proxy are first being sent or
given  to  Shareholders  on  or  about  March  15,  2001.

     Shareholders  of  record  at the close of business on February 28, 2001 are
entitled  to  notice  of and to vote at the meeting.  On February 28, 2001 there
were outstanding and entitled to vote 33,759,565 shares of Common Stock (each of
which  is entitled to one vote).  A majority of the votes cast by the holders of
Common  Stock  is  required to increase the authorized shares of Common Stock of
the  Company, for the election of directors, for the reverse split, for the name
change,  and  a  majority  of  the  votes  cast  by such holders is required for
ratification of the appointment of the principal independent public accountants.

     REVOCATION  OF  PROXIES



     Any  Shareholder  has  the  power  to  revoke his or her proxy at any time,
insofar  as  it  has not been exercised, by the written notice of a subsequently
dated  proxy,  received  by  the Company prior to or at the Annual Meeting or by
oral  revocation given by the Shareholder in person at the Annual Meeting or any
adjournment  thereof.

     PROXY  COMMITTEE

     Management  of  the  Company  has appointed a Proxy Committee consisting of
Howard  Crosby  and John Ryan in whose names the proxies are solicited on behalf
of  the  Company.

     VOTING  AT  THE  ANNUAL  MEETING  OF  SHAREHOLDERS

     The  Board  of  Directors of the Company has fixed the close of business on
the  28th  day  of  February,  2001, as the record date for determination of the
Shareholders  entitled  to  notice  of,  and to vote at, the Annual Meeting (the
"Record  Date").  As  of  the  Record  Date,  there were issued and outstanding,
33,759,565  shares  of  Common  Stock  are entitled to vote.  A majority of such
shares  will  constitute a quorum for the transactions of business at the Annual
Meeting.  The  holders of record on the Record Date of the shares entitled to be
voted  at  the  Annual
Meeting are entitled to cast one vote per share on each matter submitted to vote
at  the  Annual  Meeting.


     IMPORTANT

     Whether  or  not  you  plan  to  attend the Annual Meeting of Shareholders,
please complete, sign and date the accompanying proxy and mail it at once in the
enclosed  envelope. Your proxy will be revocable, either in writing or by voting
in  person  at  the  Annual  Meeting,  at  any  time  prior  to  its  exercise.

     INFORMATION  CONCERNING  VOTING

     As of the close of business on February 28, 2001 the Company has authorized
Forty Million (40,000,000) shares of one class of Common Stock and it has issued
and outstanding 33,759,565 shares of one class of Common Stock.  Only holders of
record  of  the  Company's Common Stock at the close of business on February 28,
2001  are entitled to notice and to vote on matters which come before the Annual
Meeting  or  any  adjournment  thereof.  On  all matters requiring a shareholder
vote,  each  shareholder  is  entitled  to one vote in person or by proxy at the
Annual Meeting for each share of Common Stock of the Company recorded in his/her
name.  Proposals Nos. 1 and 6 will be decided by a majority vote of those shares
voting  and  Proposals 2, 3, 4 and 5 will decided upon by a majority vote of the
total  outstanding  shares  eligible  to  vote.


     PROPOSAL  1

     ELECTION  OF  DIRECTORS

     Three  directors  are  to  be  elected to hold office until the next Annual
Meeting  of  Shareholders  and until their successors have been duly elected and
qualified.  If the proxy is executed in such manner as not to withhold authority
for  the  election of any or all of the nominees for directors, then the persons
named  in  the  proxy  will  vote  the  shares  represented by the proxy for the
election  of  the  following  six  nominees.  If  the  proxy  indicates that the
stockholder  wishes  to withhold a vote from one or more nominees for directors,
such instructions will be followed by the persons named in the proxy.  The three
nominees  are  now  members  of  the  Board of Directors and were elected by the
Shareholders  at the last annual shareholders meeting.  Management has no reason
to  believe  that  any  of  the  nominees will not serve.  In the event that any
nominee  should  not  be available, and if the Board has designated a substitute
nominee,  the  persons  named  in the proxy will vote for the substitute nominee
designated  by  the  Board  of  Directors.

Meetings  and  Committees  of  the  Board



     During  the  year  ended  September 30, 2000, the Board unanimously adopted
resolutions  on  three  occasions,  pursuant  to applicable Utah law.  On one of
these  occasions,  action  was  taken without a meeting.  Currently, the Company
does  not  have  any  Committees  of  the  Board  of  Directors.

     NOMINEES

Set  forth  below  is  certain  biographical  information  regarding  each
Director-nominee:

HOWARD  M. CROSBY - President, Treasurer and a member of the Board of Directors.

     Since  February 1994, Mr. Crosby is the President and a member of the Board
of  Directors  and  since  January  1998,  Mr.  Crosby has been the Treasurer of
Company.  Since 1989, Mr. Crosby has been president of Crosby Enterprises, Inc.,
a family-owned business advisory and public relations firm.  From September 1992
to  May 1993, Mr. Crosby was employed by Digitran Systems, Inc., of Logan, Utah,
in  the  marketing  department.  Mr.  Crosby  currently serves as an Officer and
Director  of  several  other  development-stage  resource  companies. Mr. Crosby
received  a  B.A.  degree  from  the  University  of  Idaho  in  1974.

JOHN  RYAN  -  Executive  Vice President, Secretary and a member of the Board of
Directors.

     Mr.  Ryan  has been a member of the Board of Directors since April1997, has
been  a Vice President since September 1996 and has been Secretary since October
1998.  Mr. Ryan is a professional mining engineer.  From June 1996 until October
1999,  Mr. Ryan Vice-President and member of the Board of Directors of Metalline
Mining  Company.  From  September 1993 to August 1994, Mr. Ryan was a registered
representative  with  Shearson  Lehman Brothers, Inc.  From August 1994 to April
1995,  Mr.  Ryan  served  as  a  consultant  to  the Company in mine engineering
services.  From  April  1995  to  April  1996,  Mr.  Ryan  was  a  registered
representative  with  Pennaluna  & Co., a SEC/NASD registered broker/dealer.  In
addition  to  his  professional  degree in Mining Engineering, which he received
from  the  University  of  Idaho,  Mr.  Ryan also holds a juris doctorate (J.D.)
degree  from  Boston College Law School. Mr. Ryan currently serves as an Officer
and  Director  of  several  other  junior  development-stage resource companies.

KEVIN  STULP  -  Member  of  the  Board  of  Directors

     Mr.  Stulp  was appointed to the Board of Directors of the Company in 1996.
Mr.  Stulp  is currently a partner with Forte Group, a consulting group based in
Houston,  Texas  which  focuses  on  rendering  consulting advice to venture and
development  stage companies. Mr. Stulp also serves as an independent consultant
in  the  fields  of  volume  electronics  and  manufacturing,  general  business
consulting,  business  strategy,  business  use  of the Internet, automation and
integration  through  computers,  and financial analysis. From July 1994 to July
1995,  Mr. Stulp was Director of Manufacturing Reengineering for Compaq Computer
Corporation,  Houston,  Texas.  From  September 1992 to June 1994, Mr. Stulp was
Director  of Manufacturing for Compaq Computer Corporation.  From September 1986
to  September  1992,  Mr.  Stulp  was PCA Operations Manager for Compaq Computer
Corporation.  From  December  1983  to  September  1986,  Mr. Stulp held various
positions  with  Compaq Computer Corporation, including industrial engineer, new
products  planner  and  manufacturing manager.  From July 1980 to December 1983,
Mr.  Stulp  was a financial planner with Texas Instruments, Houston, Texas.  Mr.
Stulp  holds  the degree of Masters in Business Administration and the degree of
Bachelor  of  Science  Mechanical  Engineering,  both  from  the  University  of
Michigan,  and  the  degree  of  Bachelor  of Science from Calvin College, Grand
Rapids,  Michigan.

     EXECUTIVE  COMPENSATION

     It  is  the Board's responsibility to review and set compensation levels of
the  executive  officers  of the Company, evaluate the performance of management
and  consider  management  appointments  and related matters.  All decisions are
decisions of the full Board.  The Board considers the performance of the Company
and  how  compensation paid by the Company compares to compensation generally in
the  mining  industry  and  among  similar companies.  In establishing executive
compensation,  the  Board  bases  its  decisions,  in  part,  on achievement and
performance  regarding  broad-based  objectives  and  targets  as  well  as  the
Company's  financial  performance.  Due  to  the  depressed  state of the mining
exploration  business,  the Board has ceased evaluating its Officers on how well
mining  exploration  projects are proceeding, but instead has viewed survival of
the Company as a primary objective. The Board believes that due to the continued
resourceful actions of its Officers the Company continues to survive as a viable
entity.



     For  Fiscal  2000, the Company's executive compensation policy consisted of
two  elements: base salary and stock awards.  The policy factors which determine
the  setting  of these compensation elements are largely aimed at attracting and
retaining  executives  considered  essential to the Company's long-term success.
The  granting  of  stock  is  designed  as  an  incentive for executives to keep
management's  interests  in  close alignment with the interests of shareholders.
The  Company's  executive  compensation  policy  seeks  to  engender  committed
leadership  to favorably posture the Company for continued growth, stability and
strength  of  shareholder  equity.

     The  table  below sets forth all cash and cash equivalent remuneration paid
by  the  Company and its subsidiaries during the year ended December 31, 2000 to
each  of  the  Company's executive officers and to all executive officers of the
Company  as  a  group:

Name  and  Title                   Cash or Cash Equivalent Compensation

Howard  Crosby,  President         $48,000  yearly

John  Ryan,  Executive             $48,000  yearly
Vice President and Treasurer

     In  addition  to  the  foregoing,  each  officer received 15,000 shares per
quarter.

     The  Company  anticipates  paying  the  same  cash  and  cash  equivalent
remuneration  to  the  foregoing  executive  officers in the year 2001. No other
officers  received  any renumeration during Fiscal 2000. The Board believes that
executive  compensation  during Fiscal 2000 substantially reflects the Company's
compensation  policy.

     Compensation  of  Directors

     Directors  of  the  Company  are reimbursed for travel expenses incurred in
serving  on the Board of Directors.  Directors who are not executive officers of
the  Company  receive  15,000  shares  of  common  stock  per  quarter for their
services.  Members of the Board of Directors who are Officers also receive 5,000
shares  of  common  stock  for  serving  as  such.

     STOCK  OPTION  PLANS

     The  Company's Employee Incentive Stock Option Plan (the"Plan") was adopted
by  the  Board  of Directors on January 10, 1992.  The purpose of the Plan is to
attract  and  retain  qualified personnel.  The Plan provides that the aggregate
fair market value of the shares of Common Stock for which any participant may be
granted  incentive  stock options in any calendar year shall not exceed $100,000
plus  any  "unused limited carryover" as determined under Section 422A(c) of the
Internal  Revenue  Code  of  1954,  as  amended.

     On  January  8,  1997,  the Company filed a Form S-8 Registration Statement
with  the  Commission  registering  831,775 shares of Common Stock for resale by
certain  shareholders  of the Company. Since that time, no further registrations
have  been  undertaken.  In  fiscal year 2000, no shares were issued pursuant to
this  registration.

     The  Plan  is  administered  by  the  Board of Directors of the Company who
determine,  subject  to  the provisions of the Plan, to whom options are granted
and  the  number  of shares of the Common Stock subject to option.  The exercise
price  of  such  options  granted under the Plan must at least equal 100% of the
fair  market  value  of  the  Common  Stock  on  the date the option is granted.

     The  Plan also provides that no option shall be exercisable more than three
months  after  termination  of  an optionee's employment with the Company unless
such  termination of employment occurs by reason of death or permanent and total
disability.  In  the  event of the death or disability of a recipient of options
while  an  employee of the Company, the options which were otherwise exercisable
by  the optionee or his legal representative or beneficiary of his estate at any
time  prior  to  the  expiration  of  one  year  from  the  date of his death or
disability.  In no event, however, shall an option be exercisable after 10 years
from  the  date  it  was  granted.



     The  Board  pursuant  to the Plan had granted options to certain employees,
officers,  and  directors  in the fiscal years 1995, 1996, 1997, and 1998. It is
the  determination  of  the  Board  at  this time that all of these options have
either  expired unexercised or have such limited value that they are unlikely to
be  exercised  in  the  future. The Board has not recently granted any new stock
options pursuant to the Plan, but may consider doing so if the current proposals
are  approved  by  the  Shareholders.

     For  the  directors to be elected, Proposal No. 1, requires that a majority
of  the  votes  be  cast  in  favor of the each director. The Board of Directors
recommends  the  vote  FOR Proposal No.1, the election of Howard M. Crosby, John
Ryan  and  Kevin  Stulp.


     PROPOSAL  2

PROPOSED  AMENDMENT  TO  THE  COMPANY'S  ARTICLES  OF  INCORPORATION TO INCREASE
AUTHORIZED  COMMON  STOCK  OF THE COMPANY FROM 40,000,000 SHARES $0.01 PAR VALUE
PER  SHARE  TO  100,000,000  SHARES,  $0.01  PAR  VALUE  PER  SHARE

The  Board  of  Directors of the Company, unanimously approved and recommends to
the  shareholders that they consider and approve a proposed amendment to Article
IV of the Company's Articles of Incorporation which would increase the Company's
authorized  shares  from  40,000,000 shares of Common Stock, par value $0.01 per
share  to  100,000,000  shares  of Common Stock, par value $0.01 per share.  The
proposed  amendment  would  revise the Company's Certificate of Incorporation to
read  as  follows:

     "The  total  number  of  shares of Common Stock which the Corporation shall
have  authority  to  issue is One Hundred Million (100,000,000) shares of Common
Stock,  par  value  $0.01  per  share."

     The  Board  of  Directors  recommends  a  vote  "FOR"  this  proposal.

     The  Board  of  Directors  believes  that  the  increase  in  the number of
authorized  shares  will  benefit  the  Company  by improving its flexibility to
consider and respond to future business opportunities and needs.  The additional
authorized shares will be available for issuance from time to time in connection
with  possible  financings,  the  acquisitions of other assets, or the Company's
incentive  stock option plan.  Authorized shares may be issued from time to time
without  action  by  the  Company's  stockholders  to  such persons and for such
consideration  and  on  such  terms  as  the Board of Directors determines.  The
Company  has  no  current  plans  to  issue  shares  for  any  purpose.

     An  affirmative vote by the holders of a majority of the outstanding shares
of  Common Stock entitled to vote at the meeting is required for the adoption of
this  proposal to amend the Certificate of Incorporation. The Board of Directors
recommends  a  vote  "FOR"  the  amendment  to  the Articles of Incorporation to
increase  the  authorized  Common  Stock.


     PROPOSAL  3

PROPOSED  AMENDMENT  TO  THE  COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A
CLASS  OF  PREFERRED  STOCK

     The  Board  of Directors of the Company has voted to propose and recommends
that  shareholders  vote  to  amend Article IV of the Articles of Incorporation.
This  amendment  would  authorize  for  issuance  a  new  class of capital stock
consisting  of  20,000,000  shares  of  Preferred  Stock,  $0.01 par value, (the
"Preferred  Stock")  which  would  have  such  voting  powers,  designations,
preferences,  and  relative participating, optional, conversion or other special
rights,  and  such  qualifications,  limitations or restrictions as the Board of
Directors  may  designate  for  each  series  thereof  issued from time to time.



     There are no shares of Preferred Stock of the Company currently authorized.
The proposed amendment would authorize the Board of Directors to issue Preferred
Stock,  from  time to time, in one or more series, with such designation, voting
powers,  preferences, and relative, participating, optional, conversion or other
special  rights,  and  such qualifications, limitations and restrictions, as the
Board  of  Directors may determine.  These would include, but not be limited to,
(a)  the  distinctive  designation  of each series and the number of shares that
will  constitute  such  series;  (b)  the dividend rate for such series; (c) the
price at which, and the terms and conditions on which, the shares of such series
may be redeemed, if such shares are redeemable; (d) the purchase or sinking fund
provisions, if any, for the purchase or redemption of shares of such series; (e)
any  preferential  amount payable upon each share of such series in the event of
the  liquidation,  dissolution  or  winding  up  of  the Company; (f) the voting
rights,  if any, of shares of such series; (g) the terms and conditions, if any,
upon  which  shares of such series may be converted into shares of other classes
or  series  of  shares  of  the Company's Capital Stock, or securities issued by
other  issuers;  and,  (h)  the relative rights of priority of each series as to
dividends  and  assets.

     For  the  reasons discussed below, the Board of Directors recommends a vote
"FOR  this  proposal.  The  Board  of  Directors  believes  that  the  proposed
authorization  of  Preferred  Stock  is  desirable  to  enhance  the  Company's
flexibility  in  connection  with possible future actions, such as stock splits,
stock  dividends,  financings,  corporate mergers, acquisitions or properties or
businesses,  use  in employee benefit plans or other corporate purposes.  Having
such  authorized  shares available for issuance in the future would allow shares
of  either  Preferred  Stock  to  be  issued  without the expense and delay of a
special shareholders' meeting.  The shares of Preferred Stock would be available
for  issuance  without  further  action  by  the  shareholders.

     The  Board  of Directors also believes that the authorization of a class of
Preferred  Stock  will  benefit  the  Company  by  improving  its flexibility to
consider  and respond to future business opportunities and needs.  The Preferred
Stock  will  be  available  for  issuance  from  time-to-time in connection with
possible  financings  or  the acquisitions of other assets.  The Preferred Stock
may  be issued from time-to-time without action by the Company's stockholders to
such  persons  and  for  such  consideration  and  on such terms as the Board of
Directors  determines.  The Company has no current plans to issue shares for any
purpose.

     In  the  event  that  both  PROPOSAL  3  and PROPOSAL 4 are approved by the
shareholders,  Article  IV of the Articles of Incorporation of the Company would
be  changed  to  read  as  follows:

     "The  total  number  of  shares of Common Stock which the Corporation shall
have  authority  to  issue is One Hundred Million (100,000,000) shares of Common
Stock,  par value $0.01 per share. The total number of shares of Preferred Stock
which  the  Corporation  shall  have  authority  to  issue  is  Twenty  Million
(20,000,000) shares of Preferred Stock which may be designated from time to time
by the Board of Directors as to class, voting powers, preferences, conversion or
special rights, participating rights, or other designations as the Board may see
fit  to  impose."

     An  affirmative vote by the holders of a majority of the outstanding shares
of  Common Stock entitled to vote at the meeting is required for the adoption of
this  proposal  to  amend  the Articles of Incorporation. The Board of Directors
recommends a vote "FOR" the amendment to the Articles of Incorporation to create
a  class  of  Preferred  Stock.


     PROPOSAL  4


RATIFICATION OF A 1 FOR 20 REVERSE SPLIT OF THE ISSUED AND OUTSTANDING SHARES OF
THE  COMPANY

REASONS  FOR  THE  PROPOSED  REVERSE  STOCK  SPLIT

     On  February  21, 2001, the closing bid price of the Company's Common Stock
was  approximately  $0.02 per share as reported by the OTC Bulletin Board system
managed  by  the  NASD.  The  foregoing  quotation reflects inter-dealer prices,
without  retail  mark-up,  mark-down, or commission and may not represent actual
transactions.  Members  of the brokerage and banking industries have advised the
Company  that  brokerage  firms  might be more willing to evaluate the Company's
securities  as  a  possible  investment opportunity for their clients and may be
more  willing  to act as a market maker in the Company's securities if the price
range  for  the  Company's  Common  Stock  were higher. Management believes that
additional interest by the investment community in the Company's stock, of which
there  can  be  no  assurance,  is  desirable.



     Management  of  the Company also believes that if low trading prices of the
Company's Common Stock persist, it may have a continuing adverse impact upon the
market  for  trading  the Company's shares. In particular, brokerage firms often
charge  higher  commissions  for  trades of low-priced stocks than for trades of
higher  priced  stock  at the same dollar amount. Moreover, some brokerage firms
will  not  recommend  investments  in companies with low-priced stocks or make a
market  in  such  stock. As a result, the liquidity for current shareholders and
the  Company's  ability to obtain additional equity financing could be adversely
affected.

     Management  also  believes  that a continuing low stock price threatens the
existence  of  the Company as it makes it more difficult to raise equity or debt
financing,  and  almost impossible to utilize the trading value of the Company's
shares  to  undertake  acquisitions  of  other  companies or assets which may be
necessary  as  the  Company  seeks  new  business  opportunities  in  the energy
industry.

POTENTIAL  EFFECTS  OF  A  REVERSE  STOCK  SPLIT

     Shareholders  should  note that the effects of the reverse stock split upon
the  market price for the Company's Common Stock cannot be accurately predicted.
The  market  price  of  the  Company's  Common  Stock  immediately  prior to the
implementation  of  the  reverse  stock  split  theoretically  should  increase
immediately  following  the  reverse  stock  split  in  direct  proportion,
approximately,  to the exchange ratio of the share consolidation. However, there
can  be  no  assurance  that  post-split shares will trade at an increased price
level above the price of pre-split shares. Nor can there be an assurance that an
increased  price  level  can  be  maintained,  or  for  what  length  of  time.

     Further,  management  believes  that if a greater market price results from
the  reverse  split,  that  brokerage  and  banking  firms may develop a greater
interest  in the Company, be more willing to recommend that their clients invest
in  the  Company,  and perhaps work to restore market confidence in the Company.

     Because the reverse stock split affects all Shareholders uniformly, it will
not  cause  a  dilution  of the percentage of aggregate equity ownership, voting
rights,  earnings  or  net  book  value  of  Shareholders,  except  for  those
Shareholders  who  hold a number of Common Shares not divisible by ten, and such
Shareholders  will  have  their  pro-rata ownership rounded up to the next whole
share.  The per share earnings and net book value of the Company's Common Shares
will  be  increased  because  there will be fewer Common Shares outstanding. The
Company  believes that the increase in net book value should result in a greater
market  price  for  the  Common  Shares.

     Also,  management believes that market interest in the Common Shares should
be  stimulated  as much by an increase in market price levels as by increases in
net  book value. A reverse stock split will decrease the number of Common Shares
which  can  be  issued upon exercise of outstanding options, warrants or similar
rights  to  1/20th  of  the  pre-stock  split  amount.

     This  proposal  to  implement  a  reverse stock split does not represent an
effort  by  management  to  take  the  company  private,  nor  is it intended or
anticipated  that  this reverse split will eliminate, close out, or decrease the
number  of  shareholders  of  the Company because of holding less than one share
after  the  reverse split. As disclosed herein, the Company will round up to the
nearest  whole  share  if  the number of shares a shareholder owns is not evenly
divisible.  The  reverse  stock  split  will  not  result  in  the  ownership of
fractional  shares.

PROCEDURES  FOR  IMPLEMENTING  THE  PROPOSED  REVERSE  STOCK  SPLIT

     It  is  anticipated  that  the  reverse  split will become effective and be
implemented  within  ten business days  following shareholder approval, at which
time twenty shares of pre-split Common Stock will be given a value equivalent to
one  share  of  post-split Common Stock. The effective date on which this occurs
will become the "Record Date". The number of shares of post-split shares held by
any record holder will be determined from the total number of shares represented
by  all of the certificates issued in the name of that record holder as are held
in  each  account  set forth on the records of the Company's transfer agent, OTC
Stock  Transfer,  Inc.  (the  "Transfer Agent") on the Record Date. If the above
calculation  results in a quotient containing a fraction, the Company will round
up  to  the  nearest  whole  share  instead  of  issuing  a  fractional  share.


     Approval  of  the reverse split will require a change in the "CUSIP" number
assigned  to  the  Company's  Common Stock (used to identify, transfer and trade
publicly  registered  securities). It is important to note that Shareholders are
not  necessarily  required  to  exchange  their pre-split share certificates for
post-split  share  certificates.  However,  Shareholders who desire to do so may
request  that  new  certificate(s)  be  issued  to  them  in  the amount(s) that
represent  their post-split shareholdings, by surrendering their certificates to
OTC  Stock  Transfer  at  P.O.  Box  65665  Salt  Lake  City,  Utah  84115
(1-801-485-5555),  and  paying  the  applicable  transfer  fee.




FEDERAL  INCOME  TAX  EFFECTS  OF  THE  PLAN

     Holders  of Common Stock will not be required to recognize any gain or loss
if  the  reverse  stock  split becomes effective. The tax basis of the aggregate
shares of post-split Common Stock received by present shareholders will be equal
to  the  basis  of  the aggregate shares of the pre-split Common Stock exchanged
therefore.  However,  the  Company  does  not  warrant  or wish to undertake the
rendering  of tax advice to any Shareholder. Therefore, if a Shareholder has any
further tax-related questions related to this reverse split, they are encouraged
to  consult  with  their  own  tax  specialist.

     The  holding  period for shares of post-split Common Stock will include the
holding  period  of  the  pre-split Common Stock when calculated for purposes of
taxation  or sales under Rule 144 of the Rules and Regulations promulgated under
the  Securities  Act  of 1933, as amended (the "Securities Act").  In accordance
with  recent amendments to Rule 144, "restricted securities," as defined therein
must  be held at least one year before routine sales can be made pursuant to the
provisions of the Rule.  Rule 144 provides that shares issued in a reverse stock
split are deemed to have been held from the date of acquisition of the pre-split
shares  involved  in  the  reverse  stock  split.

INTEREST  OF  CERTAIN  PERSONS  IN  THIS  PROPOSAL

     To  the  Company's  best  knowledge  and  belief,  there  are no persons or
entities  that  have  a  substantial  interest  in  this  proposal,  since  all
shareholders  will  be  affected  equally and there are no transactions or other
corporate  action  that  is  dependent  upon  or affected by the approval of the
reverse  split.

RECOMMENDATION  AND  VOTE  REQUIRED

     The  Board  recommends  that  the  shareholders vote "FOR" this proposal to
approve  the  reverse  stock  split.  The  affirmative vote of a majority of the
shares represented at the Meeting and entitled to vote is required for approval.


     PROPOSAL  5

RATIFICATION OF A NAME CHANGE OF THE COMPANY TO "CADENCE RESOURCES CORPORATION".

     The  Board  of  Directors  proposes that the Shareholders consider and vote
upon  an amendment to the Company's Articles of Incorporation to change the name
of  the  Company.  The  Board  recommends  a  name  change to "Cadence Resources
Corporation".  Management  believes  that this change in the Company's name will
more  closely  identify the Company with its new focus on energy development and
production.  Although  the  Company  will  continue  to hold its mining property
assets,  the  new  business  focus  of  the  Company  will  be  on  energy.

     Consistent  with  this  name change, the Company proposes to change its OTC
Bulletin  Board  trading  symbol  to  "CDNC",  subject to NASD approval, for the
purpose  of  making  it  easier  for new investors to remember the symbol and to
access  the Company's share price. Management believes that this change will not
hurt  or diminish the Company's already established presence in the market under
the  symbol of "RSMI". It is believed that market makers, brokers, and investors
will  easily  transition  to  the  new  symbol.

     This  change  in name will result in a change in the "CUSIP" number even if
the  reverse  split,  described  above, is not approved. Upon this change in the
Company's  name  and  CUSIP  number,  Shareholders may, but are not required to,
exchange  their  Common  Stock certificates for new certificates bearing the new
name  and  CUSIP  number. New certificates may be obtained by following the same
procedure  described  in  Proposal  Four  above.



     RECOMMENDATION  AND  VOTE  REQUIRED

     The  Board  recommends  that  the  shareholders vote "FOR" this proposal to
approve  an  amendment  to the Company's Articles of Incorporation to change the
name  of  the  Company.  The  affirmative  vote  of  a  majority  of  the shares
represented  at  the  Meeting  and  entitled  to  vote is required for approval.

PROPOSAL  6

RATIFICATION  OF  APPOINTMENT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


     The Board of Directors is required to periodically examine the consolidated
financial  statements  of  the  Company for the current year ending December 31,
2001  and  to  perform  other  appropriate  accounting  services.  Williams  and
Webster,  P.S.  have  performed auditing and accounting services for the Company
since  1996.  A  proposal  will  be  presented  at  the  meeting  to  ratify the
appointment  of  Williams  &  Webster, P.S., as the Company's independent public
accountants.  If  stockholders do not ratify this appointment by the affirmative
vote  of  the  shares  present in person or represented by proxy at the meeting,
other  independent  public  accountants  will  be  considered  by  the  Board of
Directors.

INDEPENDENCE  OF  COMPANY  AUDITORS  AND  AUDIT  COMMITTEE  DISCLOSURE

     The Company does not have an audit committee, but intends to establish such
a  committee  in  the  near  future. The purpose of such a committee would be to
monitor  the  interaction  between  the  Company  auditor and management, and to
ensure  the  independence  of the Company auditor, and hence, further ensure the
continued  reliability  of  the  auditor's  reports.

     In  the  absence of such a committee, the Board of Directors normally would
assume  such  responsibilities.  However,  in  the past year, Mr. Crosby and Mr.
Ryan,  both  Officers of the Company, have been the sole liaison and interaction
with  the  Company auditors. In light of this, the full Board of the Company can
make  no  evaluation  of  the independence of the Company auditors at this time,
although  Mr.  Crosby  and  Mr.  Ryan,  who  are both Board members, believe the
auditors  have and will continue to complete their professional tasks accurately
and  independently  as  required.

     Shareholders  should  therefore  be  aware that over the course of the past
year  the  independence of the financial statements has not been reviewed by the
full  Board  of  the  Company,  or have other matters as required by SAS 61 been
discussed  by  the full Board with the auditors. Furthermore, although the Board
has  received  and reviewed written disclosures from its auditors as required by
ISB Standard No. 1, such disclosures have not been formally reviewed by the full
Board  with  the  independent  auditors.

     In  light  of this substantial lack of compliance with applicable governing
standards,  the  current  Board,  if  elected,  intends  to  establish  an audit
committee at the next Board meeting following this annual shareholder meeting. A
formal  charter for such a committee will be written and will be attached to the
proxy  statement  which  will  be  mailed  to all shareholders prior to the next
annual  meeting of the Company. Further, a report of the newly established audit
committee  will  be  available  and  contained  in  next  years proxy statement.

FURTHER  DISCUSSION  OF  INDEPENDENT  ACCOUNTANTS

     Williams  &  Webster,  P.S.  has  served as the Company auditor since 1996.
Unfortunately,  it  is  not expected that a representative of Williams & Webster
will  be  available  at  the  annual  meeting for a statement or for shareholder
questions.  However,  any  shareholder  having  questions  about  the  financial
statements  of the Company is encouraged to contact John Ryan at (843) 682-2023,
or  Kevin  Williams  at  Williams  &  Webster  at  (509)  838-5111.

     For  the  past  year,  the audit expenses of the Company were approximately
$30,000. It is estimated that the audit expense for the fiscal year 2001 will be
approximately  the  same amount. The audit expense consists of about $15,000 for
the  annual  audit  and about $5,000 each for the three quarterly reviews. These
payments  are  all  payments for professional accounting services The Board does
not  believe  that  these payments in any way compromise the independence of the
audit  being  conducted.

     Proposal  6,  the  ratification of the appointment of independent auditors,
requires that a majority of the votes cast must be in favor of the proposal. The
Board  of  Directors  recommends a vote "FOR" ratification of the appointment of
Williams  &  Webster,  P.S.,  as  the  Company's independent public accountants.


     PROPOSAL  7

     OTHER  MATTERS

     Management  knows  of  no  other  matters  to  be brought before the Annual
Meeting,  but  if  other matters come before the meeting, it is the intention of
the  persons  named  in  the  accompanying proxy to take such action as in their
judgment  is  in  the  best  interest  of  the  Company  and  Shareholders.

     THE  ANNUAL  REPORT  (FORM  10-K)  OF THE COMPANY FOR THE FISCAL YEAR ENDED
- --------------------------------------------------------------------------------
SEPTEMBER  30, 2000, INCLUDING FINANCIAL STATEMENTS, AND THE 10-Q REPORT FOR THE
- --------------------------------------------------------------------------------
PERIOD  ENDED  DECEMBER  31,  2000  ARE  AVAILABLE AT NO COST TO ANY SHAREHOLDER
- --------------------------------------------------------------------------------
PROVIDING  WRITTEN  REQUEST  TO  THE  COMPANY.
- ----------------------------------------------

     Regardless  of  the  number  of  shares you hold, it is important that your
stock  be  represented at the meeting in order that the presence of a quorum can
be  secured.  If you are unable to attend the meeting, you are urged to date and
sign  your proxy and return it without delay in the enclosed addressed envelope.
The  shares  represented  by  each proxy so signed and returned will be voted in
accordance  with  the  Shareholder's  directions.

     By Order of the Board of Directors



     John  P.  Ryan
     Vice  President


     Date:  3/15/01




                                    P R O X Y

                    FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
                            ROYAL SILVER MINES, INC.



     KNOW ALL MEN BY THESE PRESENTS, That the undersigned hereby constitutes and
appoints  Howard  Crosby and John Ryan with the power of substitution, attorneys
and  proxies  to  appear and vote at the Annual Meeting of Shareholders of Royal
Silver  Mines,  Inc.  to be held at 200 Professional Building, Suite 200, Hilton
Head  Island, SC 29926, commencing at 10:30 A.M., local time, on April 13, 2001,
and  at  any  adjournments  thereof,  with  all the powers the undersigned would
possess  if personally present, including authority to vote on the matters shown
below  in  the manner directed and upon any other matter which may properly come
before  the  meeting.


     This proxy is solicited on behalf of the Board of Directors of Royal Silver
Mines,  Inc.  Except  as specified to the contrary below, the shares represented
by  this  proxy  will  be  voted for Proposals 1, 2, 3, 4, 5, and 6.  Proposal 7
gives the proxy holder authority to vote at his discretion for any other matters
which are properly brought before the meeting for a vote. The undersigned hereby
revokes  any proxy previously given to vote such shares at the meeting or at any
adjournment.

                     PLEASE MARK THE FOLLOWING WITH AN "X."

1.   [ ]  ELECTION  OF  NOMINEE  DIRECTORS
     (FOR  all  nominees  listed  except  those  marked  to  the contrary below)

     [ ]  WITHHOLD  ALL  NOMINEES

     [ ]  WITHHOLD  AUTHORITY
     (STRIKE a line through those nominees listed below to withhold authority to
     vote for  that  nominee)

          Howard  M.  Crosby
          John  Ryan
          Kevin  Stulp


2.   Amend the Company's Articles of Incorporation.  The amendment will increase
the  authorized  Common  Stock  of the Company from 40,000,000 shares, $0.01 par
value  per  share,  to  100,000,000  shares,  $0.01  par  value  per  share.

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN


3.   Amend the Company's Articles of Incorporation.  The amendment will create a
class  of  Preferred  Stock  of  20,000,000  shares  of  par  value  $0.01.

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN


4.   Proposal  to  undertake  a  1  for 20 reverse split of the total issued and
outstanding  shares of the Company. This proposal will not effect the authorized
capital  of  the  Company.

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN


5.  Proposal  to  Amend  the Articles of Incorporation to change the name of the
Company  to  "Cadence  Resources  Corporation".

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN


6. Ratification of the appointment of Williams & Webster, P.S., as the Company's
independent  public  accountants for the calendar year ending December 31, 2001.

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN


7.  To  grant  authority to the proxy holders to vote on any other matters which
may  properly  come  before  the  meeting  for  action.

               [ ]  FOR       [ ]  AGAINST         [ ]  ABSTAIN



     PLEASE  VOTE,  DATE AND SIGN YOUR NAME(S) EXACTLY AS PRINTED ON THIS PROXY,
indicating,  where  applicable,  official  position  or representative capacity.



          -----------------------------------------
          Signature



          -----------------------------------------
          (Additional signature(s) if held jointly)


          DATE: ______________________


          PLEASE  RETURN  THIS  PROXY  TO  THE  FOLLOWING  ADDRESS:

          ROYAL  SILVER  MINES,  INC.
          1519  Main  Street,  #169
          Hilton  Head  Island,  SC  29926




          [LABEL]