White Mountain Titanium Corp.: Exhibit 10.40 - Filed by newsfilecorp.com






THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE
SECURITIES LAWS. IT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE
STATE SECURITIES LAWS OR (B) AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT
REQUIRED PURSUANT TO AN EXEMPTION UNDER SUCH ACT AND SECURITIES LAWS. 

WHITE MOUNTAIN TITANIUM CORPORATION 
(A NEVADA
CORPORATION) 

7% SENIOR CONVERTIBLE PROMISSORY NOTE 
(Revised)


	USD $2,000,000.00 	March 16, 2016 


FOR VALUE RECEIVED, WHITE
MOUNTAIN TITANIUM CORPORATION, a Nevada corporation (the “Borrower”),
hereby unconditionally promises to pay to the order of NEXO WMTM HOLDINGS, LLC,
a Delaware limited liability company (the “Holder”), the principal sum of
TWO MILLION U.S. Dollars (the “Principal Amount”), together with accrued
and unpaid interest thereon (as provided below). 

This Note is made and issued by
the Borrower pursuant to the terms of a Loan Agreement between the Borrower and
the Holder dated March 16, 2016 (the “Loan Agreement”) which is expressly
incorporated herein. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Loan Agreement. 

In no event shall any interest
charged, collected or reserved under this Note exceed the maximum rate then
permitted by applicable law and if any such payment is paid by the Borrower,
then such excess sum shall be credited by the Holder as a payment of
principal.

AS AN IMPORTANT NOTICE, THIS
CONVERTIBLE PROMISSORY NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
CONSTITUTES A WAIVER OF IMPORTANT RIGHTS THE BORROWER MAY HAVE AS A DEBTOR AND
FURTHER ALLOWS THE LENDER OR ITS SUCCESSOR IN INTEREST TO OBTAIN A JUDGMENT
AGAINST THE BORROWER WITHOUT FURTHER NOTICE. 

1.    
Interest Rate and Repayment of Principal Amount. The
Principal Amount outstanding under this Note shall accrue interest at the rate
of SEVEN PERCENT (7%) per annum (“Standard Interest Rate”) beginning on
March 16, 2016 (“Issuance Date”). Interest shall be calculated on the
basis of a year of 365 days regardless of the total days the loan is
outstanding. The Principal Amount and all then-accrued and unpaid interest shall
be payable two years after the Issuance Date, on March 16, 2018 (the
“Maturity Date”). Following any Event of Default, the Principal Amount
and all then-accrued and unpaid interest shall immediately begin to accrue
interest at the increased rate of TWENTY-FIVE PERCENT (25%) per annum
(“Default Interest Rate”). 

2.    
Repayment Extension. If any payment of principal or
interest shall be due on a Saturday, Sunday or any other day on which banking
institutions in the State of Utah are required or permitted to be closed, such
payment shall be made on the next succeeding business day and such extension of
time shall be included in computing interest under this Note. 




3.    
Manner and Application of Payments. All payments due
hereunder shall be paid in lawful money of the United States of America which
shall be legal tender in payment of all debts and dues, public and private, in
immediately available funds, without offset, deduction or recoupment. Any
payment by check or draft shall be subject to the condition that any receipt
issued therefor shall be ineffective unless the amount due is actually received
by the Holder. Each payment shall be applied first to the payment of any and all
costs, fees and expenses incurred by or payable to the Holder in connection with
the collection or enforcement of this Note, second to the payment of all unpaid
late charges (if any), third, to the payment of all accrued and unpaid interest
hereunder and fourth, to the payment of the unpaid Principal Amount, or in any
other manner which the Holder may, in its sole discretion, elect from time to
time. 

4.   
 Senior Status of Note. So long as this
Note remains outstanding, neither the Borrower nor any subsidiary of the
Borrower shall, without the prior written consent of the Holder, or the Holders
holding a majority of the aggregate outstanding principal amount of this Note,
incur or otherwise become liable with respect to any indebtedness that would
rank senior or pari passu to this Note in order of payment, other than
(i) indebtedness in existence on the date hereof, (ii) secured indebtedness used
solely to finance the purchase or lease of assets (provided that such debt may
only be secured by the purchased or leased assets and not by any other assets of
the Borrower), or (iii) indebtedness to trade creditors in the ordinary course
of business. 

5.    
Conversion.

(a)    
Voluntary Conversion. Subject to and in compliance with, the provisions
contained herein, the Holder is entitled, at its option, at any time prior to
the Maturity Date, or in case this Note or some portion hereof shall have been
called for prepayment prior to such date, then, in respect of this Note or such
portion hereof, until and including, but not after, the close of business within
30 days of the date of notice of prepayment, to convert the original
principal amount of this Note (or any portion
thereof), (i) the full Principal Amount of this Note
plus all unpaid interest due under this Note from the Issuance Date to Maturity
Date under Paragraph 1 of this Note or (ii) any portion of the Principal
Amount together with accrued but unpaid interest thereon, into fully paid
and nonassessable shares (calculated as to each conversion to the nearest share)
of Series A Shares by surrender of this Note, duly endorsed (if so required by
the Borrower) or assigned to the Borrower or in blank, to “White Mountain
Titanium Corporation” at its offices, accompanied by written notice to the
Borrower, in the form set forth below, that the holder hereof selects to convert
this Note or, if less than the entire principal amount hereof is to be
converted, the portion hereof to be converted. Such conversion shall be effected
at the rate of $0.12 per Share. No fractions of Shares will be issued on
conversion. 

(b)    
Mandatory Conversion. If (i) the Borrower at any time successfully raises
US$8,000,000 through the effectors of the Holder, or otherwise, that are
specifically earmarked for the Qualified Financings Milestones (as defined
below), or (ii) the Borrower and the Holder obtain (A) a legally binding offtake
agreement with a third party for water arising from the Borrower’s desalination
plant for its Cerro Blanco Project which is (B) for an offtake volume and price
that is mutually satisfactory to the parties, then all principal and accrued
interest shall automatically convert into Series A Shares at a conversion price
equal to $0.12 per share upon the completion of the Qualified Financing or
execution of the offtake agreement, whichever first occurs. For purposes of this
Section 5(b), “Qualified Financing Milestones” means the following tasks
occurring during the designated periods: 

Year 1: Qualified Financing
Milestones: In addition to the monies represented by this Note, the Borrower
shall successfully raise an additional US$2,700,000 which are earmarked and
spent effectuating the following: 

	 	• 	Necessary drilling to update resource statement
      for issuance of NI 43-101; 


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	 	• 	Appoint reputable engineering firm to oversee
      bankable feasibility study; and 
	 	• 	Begin the needed resettlement of families
      (beginning phases). 


Year 2: Qualified Financing
Milestones: In addition to the monies raised for completion of Year 1 Qualified
Financing Milestones, the Borrower shall successfully raise an additional
US$5,300,000 which are earmarked and spent effectuating the following: 

	 	• 	Completion of bank feasibility study; 
	 	• 	Completion of land purchase for resettlement;
      and 
	 	• 	Commencement of technical training for project
      personnel. 


6.    
Prepayment. This Note is subject to prepayment, in
whole or in part, at any time upon not less than 30 days’ notice at the election
of the Borrower. Regardless of the date of Borrower’s prepayment, in whole or
in part, Pprepayment in whole shall be
effected by paying the amount equal to the outstanding principal amount of this
Note, plus all interest due under this note accrued to the date
of prepayment from the Issuance Date to Maturity
Date under Paragraph 1 of this Note and prepayment in part shall be
effected by paying the amount equal to the outstanding Principal Amount of this
Note plus all interest accrued to the date of prepayment. During the 30 days
following the date of any notice of prepayment, the
hHolder shall have the right to convert this Note on the
terms and conditions provided for in paragraph 5 above. Upon any notice of
prepayment, Holder has the reasonable right to request that Borrower place
prepayment funds in escrow with the Borrower’s legal counsel of record. 

7.    
Change of Control. In the event that the Borrower enters into
a Change in Control transaction, the Holder will be entitled to immediately
demand repayment of all amounts due and owing on this Note with a premium equal
to 25% of all amounts due and owing. For the purposes of this Note, a “Change
in Control” means the sale of all or substantially all the assets of the
Borrower; any merger, consolidation or acquisition of the Borrower with, by or
into another corporation, entity or person; or any change in the ownership of
more than fifty percent (50%) of the voting capital stock of the Borrower in one
or more related transactions.

8.    
Remedies. 

(a)    
Remedies. Upon the occurrence of an Event of Default (as defined
in the Loan Agreement), and without demand or notice of any kind: (i) at the
option of Holder exercisable by written notice to Borrower, all outstanding
amounts under this Note (including the outstanding Principal Amount plus any
accrued and unpaid interest less any principal payments previously made) shall
become immediately due and payable; and (ii) the Holder may exercise any and all
rights and remedies available to it at law, in equity or otherwise. 

(b)    
Remedies Cumulative. Each right, power and remedy of the Holder hereunder
shall be cumulative and concurrent, and the exercise or beginning of the
exercise of any one or more of them shall not preclude the simultaneous or later
exercise by the Holder of any or all such other rights, powers or remedies. No
failure or delay by the Holder to insist upon the strict performance of any one
or more provisions of this Note or to exercise any right, power or remedy
consequent upon a breach thereof or default hereunder shall constitute a waiver
thereof or preclude the Holder from exercising any such right, power or remedy.
By accepting full or partial payment after the due date of any amount of
principal of or interest on this Note, or other amounts payable on demand, the
Holder shall not be deemed to have waived the right either to require prompt
payment when due and payable of all other amounts of principal of or interest on
this Note or other amounts payable on demand, or to exercise any rights and
remedies available to it in order to collect all such other amounts due and
payable under this Note. 

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(c)    
Costs of Collection. If this Note is placed in the hands of an
attorney for collection following the occurrence of an Event of Default
hereunder for reasons not included within the Confession of Judgment below, the
Borrower agrees to pay to the Holder upon demand all reasonable costs and
expenses, including, without limitation, all reasonable attorneys’ fees and
court costs incurred by the Holder in connection with the enforcement or
collection of this Note (whether or not any action has been commenced by the
Holder to enforce or collect this Note) or in successfully defending any
counterclaim or other legal proceeding brought by the Borrower contesting the
Holder’s right to collect the outstanding Principal Amount and/or interest
thereon. All of such costs and expenses shall bear interest at the higher of the
rate of interest provided herein (i.e., Default Interest Rate) from the date of
payment by the Holder until repaid in full. 

(d)    
Confession of Judgment. For the narrow reasons of Event of Default
limited to and only arising out of Section 7(a), (d), (f), (g), (i), and (l) of
the Loan Agreement (collectively, the “Stipulated Reasons for Judgment”),
each of the Borrower and SCM Subsidiary authorizes, constitutes, and appoints
Ronald N. Vance or agrees to appoint another attorney in Utah if Ronald N. Vance
is not available, whose appointment will not be reasonably withheld by the
Borrower or SCM Subidiary, as its lawful attorney-in-fact to appear for the
Borrower and SCM Subsidiary, and to confess judgment against each of the
Borrower and SCM Subsidiary in favor of the Holder for the all of its
indebtedness which shall include: (i) the Principal Amount; (ii) all accrued
interest from the Issuance Date at the Standard Interest Rate; (iii) all accrued
interest from the Event of Default at the Default Interest Rate; (iv) plus any
and all collection costs; and (v) reasonable attorney’s fees all without prior
notice or opportunity of the Borrower or SCM Subsidiary for prior hearing,
without stay of execution or right of appeal, and expressly waiving the benefit
of all exemption laws, appeals, stay of execution or supplementary proceedings,
or other relief from the enforcement or immediate enforcement of a judgment or
related proceedings on a judgment, and any irregularity or error in entering any
such judgment. No single exercise of the power to confess judgment granted in
this Section shall exhaust the power, regardless of whether such exercise is
ruled invalid, void, or voidable by any court. The power to confess judgment
granted in this Section may be exercised from time to time by the Holder as
warranted by and arising from the Stipulated Reasons for Judgment often as the
Holder of this Note may elect. 

9.   
Subsequent Holders. This Note is not transferrable, in
whole or in part, by its holder, except with the written consent of the
Borrower, which consent shall not be unreasonably withheld. In the event that
any holder of this Note transfers this Note for value, the Borrower agrees that
except with respect to subsequent holders with actual knowledge of a claim or
defense, no subsequent holder of this Note shall be subject to any claims or
defenses which Borrower may have against a prior holder (which claims or
defenses are not waived as to prior holders), all of which are waived as to the
subsequent holder, and that all such subsequent holders shall have all of the
rights of a holder in due course with respect to the Borrower even though the
subsequent holder may not qualify, under applicable law, absent this paragraph,
as a holder in due course. 

10.    
Miscellaneous. 

(a)    
Notices. Any notice, demand, request, waiver or other communication
required or permitted to be given pursuant to this Note shall be made in
compliance with the notice provisions set forth in the Loan Agreement. 

(b)    
Governing Law and Venue. This Note shall be governed by and construed in
accordance with the laws of the State of Delaware, without reference to the
choice of law principals thereof. The Parties hereto irrevocably submit to the
jurisdiction of the Courts of the State of Utah located in Salt Lake County and
the United States District Court of Utah in any action arising out of or
relating to this Note, and hereby irrevocably agree that all claims in respect
of such action may be heard and determined in such state or federal court. The Parties
hereto irrevocably waive, to the fullest extent they may effectively do so, the
defense of an inconvenient forum to the maintenance of such action or
proceeding. The Parties further agree, to the extent permitted by law, that
final and unappealable judgment against any of them in any action or proceeding
contemplated above shall be conclusive and may be enforced in any other
jurisdiction within or outside the United States by suit on the judgment, a
certified copy of which shall be conclusive evidence of the fact and amount of
such judgment. To the extent any Party hereto has or hereafter may acquire any
immunity from jurisdiction of any court or from any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, each
of the Parties hereto hereby irrevocably waives such immunity in respect of its
obligations under this Note. 

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(c)    
Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BORROWER
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, COUNTERCLAIM, SETOFF,
DEMAND, ACTION OR CAUSE OF ACTION ARISING OUT OF OR IN ANY WAY PERTAINING OR
RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR IN ANY WAY CONNECTED
WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF THE PARTIES
HERETO WITH RESPECT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR IN
CONNECTION WITH THE TRANSACTIONS RELATED THERETO OR CONTEMPLATED THEREBY OR THE
EXERCISE OF ANY PARTY’S RIGHTS AND REMEDIES THEREUNDER, IN ALL OF THE FOREGOING
CASES WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE. BORROWER AGREES THAT LENDER MAY FILE A COPY OF THIS
PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND
BARGAINED AGREEMENT OF BORROWER IRREVOCABLY TO WAIVE ITS RIGHTS TO TRIAL BY
JURY, AND THAT ANY DISPUTE OR CONTROVERSY WHATSOEVER BETWEEN BORROWER AND LENDER
SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING
WITHOUT A JURY. BORROWER HEREBY ACKNOWLEDGES THAT THIS PROVISION MAY NOT BE
ORALLY WAIVED AND CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, INCLUDING
LENDER’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD
NOT, IN THE EVENT OF SUCH DISPUTE OR CONTROVERSY, SEEK TO ENFORCE THE PROVISIONS
OF THIS PARAGRAPH, AND BORROWER ACKNOWLEDGES THAT LENDER HAS, IN PART, BEEN
INDUCED TO MAKE THE EXTENSION OF CREDIT EVIDENCED BY THE NOTE IN RELIANCE ON THE
PROVISIONS OF THIS PARAGRAPH. 

(d)    
Severability. If a court of competent jurisdiction finds any provision of
this Note to be invalid or unenforceable as to either the Borrower or the
Holder, such finding shall not render that provision invalid or unenforceable as
to any other Persons. If feasible, any such offending provision shall be deemed
to be modified to be within the limits of enforceability or validity; however,
if the offending provision cannot be so modified, it shall be stricken and all
other provisions of this Note in all other respects shall remain valid and
enforceable.

(e)    
Waiver. Holder shall not be deemed to have waived any rights under this
Note unless such waiver is given in writing and signed by the Holder. No delay
or omission on the part of the Holder in exercising any right shall operate as a
waiver of such right or any other right. A waiver by the Holder of a provision
of this Note shall not prejudice or constitute a waiver of the Holder’s right
otherwise to demand strict compliance with that provision or any other provision
of this Note. No prior waiver by the Holder, nor any course of dealing between
the Holder and the Borrower, shall constitute a waiver of any of the Holder’s
rights or of any obligations of the Borrower as to any future transactions. 

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Whenever the consent of the Holder is required under this Note,
the granting of such consent by the Holder in any instance shall not constitute
continuing consent in subsequent instances where such consent is required, and
in all cases such consent may be granted or withheld in the sole discretion of
the Holder.

(f)    
Amendment. Neither this Note nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the
Borrower and the Holder. 

(g)    
Replacement Notes. This Note may be exchanged by Holder at any time and
from time to time for a Note or Notes with different denominations representing
an equal aggregate outstanding Principal Amount, as reasonably requested by
Holder, upon surrendering the same. No service charge will be made for such
registration or exchange. In the event that Holder notifies the Borrower that
this Note has been lost, stolen or destroyed, a replacement Note identical in
all respects to the original Note (except for registration number and Principal
Amount, if different than that shown on the original Note), shall be issued to
the Holder, provided that the Holder executes and delivers to the Borrower an
agreement reasonably satisfactory to the Borrower to indemnify the Borrower from
any loss incurred by it in connection with the Note. 

(h)   
 Cancellation. After all of the Principal Amount (including accrued
but unpaid interest and default payments at any time owed on this Note) has been
paid in full, this Note shall automatically be deemed canceled and the Holder
shall promptly surrender the Note to the Borrower at the Borrower’s principal
executive offices. 

[SIGNATURE PAGE FOLLOWS] 

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SIGNATURE PAGE TO NOTE 

IN WITNESS WHEREOF, the undersigned has
executed this Note as of the Issuance Date. 

	 	WHITE MOUNTAIN TITANIUM CORPORATION
    
	 	 	  
	 	 	  
	 	 	  
	 	By:  	/s/
      Michael P. Kurtanjek 
	 	 	Michael P. Kurtanjek, Interim CEO



The undersigned Guarantor unconditionally guarantees payment to
Holder of all amounts owing under the Note. This Guarantee remains in effect
until the Note is paid in full. Guarantor must pay all amounts due under this
Note when Lender makes written demand upon Guarantor. Lender is required to seek
payment from Borrower before demanding payment from Guarantor. 

	 	SOCIEDAD CONTRACTUAL MINERA WHITE
  
	 	MOUNTAIN TITANIUM 
	 	 	  
	 	 	  
	 	 	  
	 	By:  	/s/
      Michael P. Kurtanjek 
	 	 	Michael P. Kurtanjek, President



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NOTICE OF CONVERSION 

PSM Holdings, Inc. 

Re: Conversion of Note 

Gentlemen: 

The undersigned owner of this
Note hereby irrevocably exercises the option to convert this Note or the portion
hereof designated, into shares of common stock of PSM Holdings, Inc., in
accordance with the terms of this Note, and directs that the shares issuable and
deliverable upon the conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned
unless a different name has been indicated below. If shares are to be issued in
the name of a person other than the undersigned, the undersigned will pay any
transfer taxes payable with respect thereto. 

Date: __________, 201___ 

	 	 	 
	  	 	(Signature) 
	 	 	 
	FILL IN FOR REGISTRATION OF SHARES 	 	  
	 	 	 
	 	 	 
	 	 	 
	(Printed Name) 	 	(Social Security or other identifying number)
    
	 	 	 
	 	 	 
	(Street Address) 	 	  
	 	 	 
	 	 	 
	(City, State, and ZIP Code) 	 	Portion to be converted (if less than all)
  


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