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






 

ROYAL MINES AND MINERALS, CORP. 
COMPANY PROPRIETARY
INTELLECTUAL PROPERTY
LICENSE AGREEMENT

This agreement is entered into by and between Royal Mines and
Minerals Corp., a Nevada Corporation (herein RMMC) and Greene Lyon Group, LLC, a
Commonwealth of Massachusetts Company (herein LICENSEE), and;

Whereas, RMMC is the owner of intellectual property, which is
useful in the extraction of precious metals from ore, concentrates and various
other materials, (herein THE PROCESS) and;

Whereas, LICENSEE intends to own or control various E-Ore
processing facilities which produce products containing precious metals which
can be extracted using THE PROCESS, and;

Whereas LICENSEE intends to utilize THE PROCESS to recover
precious metals from E-Ore, and other composites (herein the FIELD OF USE), it
is now agreed as follows;

	1. 	
      RMMC hereby grants to LICENSEE an exclusive,
      non-transferable license to use THE PROCESS within the FIELD OF USE within
      the TERRITORY (as defined below).

	 	 
	2. 	
      The license period is for five (5) years from the date of
      this License Agreement. If at the end of the five (5) years LICENSEE has
      established E- Ore operations and is utilizing THE PROCESS in those
      operations, the License Agreement will be extended for another five (5)
      years with additional five (5) year extensions available under the same
      terms. If at the end of the five (5) year period, LICENSEE is not
      utilizing THE PROCESS, this agreement is terminated and LICENSEE will no
      longer have any right to use THE PROCESS.

	 	 
	3. 	
      This agreement is for the use of THE PROCESS in North
      America only (the TERRITORY). LICENSEE has the option to extend the
      TERRITORY to include the rest of the world when LICENSEE has established
      E-Ore operations and is utilizing THE PROCESS in those
  operations.



Royal Mines and Minerals Corp., 2580 Anthem Village Drive,
#112, Henderson, NV 89052



 

	4. 	
      RMMC’s fee for this License Agreement is Five Thousand
      Dollars ($5,000) annually or a royalty of two percent (2%) of the value of
      the precious metals recovered; whichever is greater.

	 	 
	5. 	
      The $5,000 annual fee is to be paid upon the signing of
      this agreement and on the anniversary of this agreement each year. Royalty
      payments are to be paid on a monthly basis.

	 	 
	6. 	
      This agreement does not transfer any ownership of THE
      PROCESS to LICENSEE.

	 	 
	7. 	
      This agreement may be cancelled in writing by either
      party if the other party is in default on any terms of this
    agreement.

	 	 
	8. 	
      THE PROCESS includes all updates and improvements, which
      RMMC will provide to LICENSEE, as developed.

	 	 
	9. 	
      LICENSEE may not disclose the nature of THE PROCESS to
      any third party. LICENSEE will not be liable for disclosure, however, to
      the extent that any aspect of THE PROCESS: (a) was a matter of public
      knowledge when disclosed by RMMC; (b) became a matter of public knowledge
      without fault by LICENSEE; or (c) is compelled to be disclosed by a
      regulatory body or court having authority to order such disclosure.
      LICENSEE and RMMC shall take all reasonable actions to maintain THE
      PROCESS as confidential and proprietary.

	 	 
	10. 	
      A complete description of THE PROCESS will be attached to
      this agreement as Exhibit “A” when LICENSEE has completed project
      financing and has an approved plan of operation from the appropriate
      government agency.

	 	 
	11. 	
      RMMC hereby represents and warrants that: (a) it is the
      owner of THE PROCESS and has not granted, and will not grant, to any third
      party any rights in THE PROCESS in the FIELD OF USE in the TERRITORY; and
      (b) no aspect of THE PROCESS infringes or conflicts with any intellectual
      property of any third party.



Royal Mines and Minerals Corp., 2580 Anthem Village Drive,
#112, Henderson, NV 89052



 

	12. 	
      Notices under this agreement shall be in writing and sent
      to the parties as set forth below:

	 	 
		
      Royal Mines and Minerals Corp. 
2580 Anthem Village
      Dr. 
Henderson, NV 89052

	 	 
		
      Greene Lyon Group, LLC 
14 Schooner Ridge
      
Marblehead, MA 01945

	 	 
	13. 	
      This agreement may not be transferred or assigned to any
      third party without a written agreement signed by both parties, provided
      that either party may assign this License Agreement, and its rights and
      obligations hereunder, in connection with the sale of all or substantially
      all its assets, its merger or consolidation, or any similar
      transaction.

	 	 
	14. 	
      This agreement is the entire agreement between the
      parties. Any changes in the agreement must be in writing and signed by
      both parties.



Agreed to this 24th day of March 2009

	Royal Mines and Minerals Corp. 	 	Greene Lyon Group, LLC. 
	 	 	  
	 	 	  
	BY: /s/ K. Ian
      Matheson 	 	BY: /s/
      Dale R. Johnson 
	Name: K. Ian Matheson 	 	Name: Dale R. Johnson 
	Title: CEO 	 	Title: Managing Director 
	Date: 3/24/09 	 	Date: 3/24/09 


Royal Mines and Minerals Corp., 2580 Anthem Village Drive,
#112, Henderson, NV 89052