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





ROYAL MINES AND MINERALS CORP.
Suite 112, 2580 Anthem
Village Dr.
Henderson, NV 89052
Tel: (702) 588-5973

June 14, 2012

PHOENIX PMX LLC
c/o McGuire, Craddock & Strother,
P.C.
2501 N. Harwood, Suite 1800
Dallas, Texas 75201

Dear Sirs:

Re: Loan to Fund Proof of Process and Establish Pilot
Plant

This will confirm our agreement with respect to Phoenix PMX LLC
(“PPMX”) providing us with funding of up to $600,000 for the purposes of proving
our proprietary licensed Cholla Process (the “Technology”) and to establish
pilot operations utilizing the Technology at our plants in Scottsdale and
Phoenix, AZ (the “Plants”).

We have represented to you that we own and/or hold under
license a proprietary process for the recovery of gold from fly ash and other
materials (the “Technology”). We have also represented to you that we have
developed and demonstrated the Technology in Scottsdale.

PPMX has represented to us that it has possible access to
investment capital necessary to support our operations to prove the Technology
and establish pilot production at our Plants.

	1. 	
      PPMX will loan to us up to $600,000 in tranches of
      $100,000 per month commencing on or before June 20, 2012. Each tranche
      will be secured by a promissory note bearing interest at 8% payable 180
      days from the date of advancement. At any time during the first three (3)
      months of our agreement, PPMX may elect to convert all or any portion of
      the funds advanced to that date into units on the basis of $0.05 per unit,
      with each unit consisting of one (1) share of our common stock and one (1)
      share purchase warrant exercisable to purchase another share of our common
      stock at a price of $0.10 per share for a period of one year from the date
      of issuance.

	 	 
	2. 	
      PPMX will have the option, ninety (90) days following the
      first tranche of funding to elect not to proceed with the next three
      tranches of funding. If PPMX elects not to proceed, the total advanced and
      any interest accrued thereon will be converted into units on the basis set
      out above and PPMX will not be entitled to receive any further interest in
      the proceeds of the sale of gold from the Plants. If PPMX elects to
      proceed, PPMX will be obligated to complete the next three
  tranches.

	 	 
	3. 	
      If PPMX elects to proceed, as set out in Paragraph 2,
      PPMX may, within 180 days following the sixth tranche, elect to convert
      all, but not less than all, of the principal and interest outstanding into
      units on the basis set out above and PPMX will not be entitled to receive
      any further interest in the proceeds of the sale of gold from the
      Plants.

	 	 
	4. 	
      In consideration of PPMX providing the funding, PPMX
      shall be entitled to receive eighty percent (80%) of the after royalty
      amount received from the sale of gold recovered from the operation of the
      Plants until such time as PPMX has received 100% of the amount advanced
      (the “Payback Amount”) and thereafter shall be entitled to receive 60% of
      the after royalty amount obtained from the sale of gold recovered in the
      operation of the Plants. Upon the Payback Amount being reached, any
      remaining outstanding notes will be considered paid in
  full.



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	5. 	
      Royal Mines shall license the Technology for use in the
      Plants and shall provide such of its personnel and expertise as may be
      necessary to construct and operate the Plants. The parties acknowledge
      that the use of the Technology is subject to a royalty of 3.75% of the
      gross revenues from the sale of gold produced (as noted above). Royal
      Mines shall also license the Technology to PPMX for use at the “Pemberton”
      mining site (see Exhibit A). This license will be subject to a royalty of
      5% of the gross revenues from the sale of gold produced. The parties may
      agree to commission Royal Mines for further services.

	 	 
	6. 	
      The $600,000 provided by PPMX will be expended in
      accordance with a budget to be agreed by us which will include twenty
      percent (20%) to be applied to our general overhead expenditures. All
      material decisions with respect to the development of the technology, the
      construction or modification of the plants and general business matters
      will be made by a management committee which will include a representative
      from PPMX.

	 	 
	7. 	
      In the event that the Pilot Plant shall achieve
      commercial operation, PPMX will have the right to provide $5,000,000 of
      funding on the same terms and conditions for a full-scale plant; however,
      the funds advanced for the full-scale plant will not be convertible into
      securities of Royal Mines. PPMX will also have the first right of refusal
      to participate in any future plant developments, requiring financing up to
      $10,000,000, in North America within 36 months of signing this agreement.
      .

	 	 
	8. 	
      We agree that we will not effect a reverse split of our
      common stock or issue more than 10% of the amount of shares of Royal Mines
      (other than shares issued on conversion of the convertible notes described
      above and on the exercising of already issued warrants and options) until
      six (6) months after the last tranche of funding is made under this
      Agreement.

	 	 
	9. 	
      It shall be a condition precedent to the obligations of
      PPMX under this Agreement that PPMX has obtained commitments from
      investors to fund PPMX’s obligations within one week following execution
      of this Agreement. All investors will be accredited investors, as defined
      in Rule 501 of Regulation D of the Securities Act of 1933, as amended,
      and, if in Canada, as defined in National Instrument
  45-106.



This letter Agreement will be governed by the laws of the State
of Nevada.

This Letter Agreement may be executed in one or more
counterparts, each of which so executed shall constitute an original and all of
which together shall constitute one and the same letter of intent.

If the foregoing is in accordance with your understanding of
our agreement, please sign where indicated below.

Yours truly,

ROYAL MINES AND MINERALS CORP.

	Per: 	 
       /s/ K. Ian Matheson 	 
	  	K. Ian Matheson, President 	 


Agreed and accepted as of the 14th day of June, 2012.

PHOENIX PMX LLC

	Per: 	 
       /s/ Bill Kunzweiler 	 
	  	Bill Kunzweiler, Managing Member 	 


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EXHIBIT A

Pemberton Mining Site Lease Identifiers:
228606 –
840322 - 840323 - 840324 - 840226 - 840327 - 840328 - 575814 - 837092 - 842057 -
839294 -842049 - 831522 - 831521 - 839283 - 935590

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