Royal Mines And Minerals Corp.: Exhibit 10.2 - Filed by newsfilecorp.com






AMENDED AND RESTATED LOAN AND JOINT VENTURE AGREEMENT


This Amended and Restated Loan and Joint Venture Agreement (the
“Agreement”) is dated for reference the 23rd day of September 2016
(the “Effective Date”). 

BETWEEN: 

ROYAL MINES AND MINERALS
CORP., a Nevada 
corporation having its head office at 2580 Anthem
Village Dr., 
Henderson NV 89052

(the “Company”) 

AND: 

GJS CAPITAL CORP.,
a British Columbia company, having 
an address at Suite 1900, 570
Granville Street, Vancouver, BC 
V6C 3P1 

(the “Creditor”) 

and 

GREGG J. SEDUN, an
individual, having an address at Suite 1900, 570 Granville Street, Vancouver, BC
V6C 3P1 

(the “Consultant”) 

WHEREAS: 

A. The Company and the Creditor entered into a Loan and Joint
Venture Agreement dated April 16, 2014, (the “Original Agreement”)
whereby the Creditor loaned $150,000 (the “Initial Loan”) to the
Company to finance and operate a joint venture between the Company and the
Creditor;

B. By the terms of the Original Agreement, the Creditor loaned
an additional $329,000 to the Company (the “Second Loan”); and


C. It is the intention of the Company and the Creditor to
terminate the joint venture and replace and supersede the Original Agreement on
the terms and conditions set forth 

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows: 

1. DEFINITIONS 

1.1. Where used herein or in any amendment to this Agreement,
each of the following words and phrases shall have the meanings set forth as
follows: 

	 	(a) 	"Agreement" means this Amended and Restated
      Loan and Joint Venture Agreement including the Schedules hereto together
      with any amendments;






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	 	(b) 	
      “Canadian Jurisdiction” every jurisdiction
      of Canada;

	 	(c) 	
      “Company’s Royalty” means the 3.75% royalty
      on gross revenues from the sale of gold used by the Technology;

	 	(d) 	
      “Consulting Agreement” means the consulting
      agreement dated April 16. 2014 between the Consultant and the
    Company.

	 	(e) 	
      “Exploitation Activity” means the
      exploitation of the Company’s Technology, whether through the Company’s
      independent operations, a joint venture agreement or a license
      agreement;

	 	(f) 	
      "Initial Loan" means the sum of $150,000
      previously loaned by the Creditor to the Company by the terms of the
      Original Agreement;

	 	(g) 	
      “Indebtedness” means the amounts advanced
      by the Creditor to the Company in accordance with or in relation to the
      Original Agreement, including, but not limited to, the principal and any
      interest accrued on the Initial Loan and the Second Loan.

	 	(h) 	
      “Maturity Date” means December
      31, 2016.

	 	(i) 	
      “Original Agreement” means a Loan and Joint
      Venture Agreement dated April 16, 2014, (the “Original Agreement”) between
      the Company and the Creditor;

	 	(j) 	
      "Party" or "Parties" means
      the parties to this Agreement and their respective successors and
      permitted assigns which become parties to this Agreement;

	 	(k) 	
      “Principal Sum” means the principal amount
      of the Initial Loan.

	 	(l) 	
      “Second Loan” the $329,000 advanced by the
      Creditor to the Company by the terms of the Original Agreement.

	 	(m) 	
      “Share” means one share of the Company’s
      common stock;

	 	(n) 	
      “Technology” means the Company’s process
      for the recovery of precious metals from coal ash and other
    materials;

	 	(o) 	
      “Unit” means one Share and one Warrant;

	 	(p) 	
      “Warrant” means a warrant to purchase one
      Share at a price of $0.10 per share expiring (2) years from the date of
      issuance; and

	 	(q) 	
      “Warrant Shares” means the Shares issuable
      upon exercise of the Warrants.



2. TERMS OF LOAN 

2.1. The Company shall repay the Initial Loan, which has
already been advanced on the Maturity Date. The Loan shall be evidenced by a
promissory note executed by the Company in favor of the Creditor in the form
attached hereto as Schedule “A” (the “Promissory Note”). 

2.2. Subject to paragraph 2.4 of this Agreement, the Loan shall
accrue interest at a rate of 6% per annum, compounded annually. 

2.3. Upon providing sixty-five (65) days notice (the
“Conversion Notice”) the Creditor shall have the option (the “Conversion
Option”) to receive Units of the Company in exchange for any portion of
Principal Sum that has not been repaid at the time of delivery or the Conversion
Notice (the “Converted Amount”) on the basis of one Unit of the Company for
every $0.05 of the Converted Amount.

2.4. If the Creditor Exercises the Conversion Option, the
Company shall issue the Units no earlier than sixty-one (61) days from the date
of the Conversion Notice and no later than sixty (65) days from receipt of the
Conversion Notice.

2.5. If the Creditor Exercises the Conversion Option, the
Creditor will forgive any interest that accrued on the Converted Amount before
exercising the Conversion Option.

3. DEBT SETTLEMENT 

3.1. In Settlement of the Second Loan, the Company shall:




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	 	(a) 	
      issue a total of 15,065,570 Shares to the Creditor or
      eligible persons designated by the Creditor (the “Debt Settlement
      Shares”);

	 	 	 
	 	(b) 	
      transfer to the Creditor or eligible persons determined
      by the Creditor a total of 1,400,000 common shares of Gainey Capital Corp.
      (the “Gainey Shares”) currently owned by the Company. 600,000 of the
      Gainey Shares shall be transferred within five (5) business days of the
      Effective Date and 800,000 shall be transferred within five (5) business
      days of the date the Company receives the share certificate representing
      the 800,000 Gainey Shares; and

	 	 	 
	 	(c) 	
      in circumstances where the Consultant introduces to the
      Company sub-licensees or joint venture partners (“Partners”) for the
      purpose of using the Company’s Technology, the Company shall pay 20% of
      the net cash proceeds received by the Company from the Partners (the
      “Partnership Interest”) to the Consultant. The Consultant shall also be
      involved in the negotiation of any agreements with the Partners. The
      Company shall be under no obligation to enter into an agreement or
      terminate any agreement with any Partners.



3.2. In consideration of the Debt Settlement Shares the Gainey
Shares and the Partnership Interest the Creditor and the Consultant agree to
completely release and forever discharge the Company from any and all past,
present or future claims, demands, obligations, actions, causes of action,
rights, damages, costs, loss of services, expenses and compensation which the
Creditor or Consultant has had, now has, or which may hereafter accrue or
otherwise be acquired by the Creditor against the Company with respect to the
Second Loan and the Consulting Agreement.

3.3. The Company shall similarly completely release and forever
discharge the Creditor and Consultant from any and all past, present or future
claims, demands, obligations, actions, causes of action, rights, damages, costs,
loss of services, expenses and compensation which the Company has had, now has
or which may hereafter accrue or otherwise be acquired by the Company against
the Creditor or Consultant with respect to the Second Loan and the Consulting
Agreement. 

4. NET PROFITS INTEREST 

4.1. If the Creditor exercises the Conversion Option, the
Creditor will receive a net profits interest (the “Net Profits
Interest”) in any future profits received by the Company that are
derived from each Exploitation Activity as computed in accordance with paragraph
4.2 of this Agreement (the “Net Profits”), at a basis of 1% of the
Company’s Net Profits for every $10,000.00 of the Converted Amount; 

4.2. Net Profits shall be computed on an individual
Exploitation Activity basis, and consist of the cash income received by the
Company from an Exploitation Activity less all expenses incurred to produce the
income (“Exploitation Costs”), including, but not limited to: 

	 	(a) 	
      the Company’s Royalty;

	 	 	 
	 	(b) 	
      all direct costs, charges, and expenses incurred by the
      Company in production, development, and other operations of the
      Exploitation Activity;

	 	 	 
	 	(c) 	
      all taxes excluding income taxes;

	 	 	 
	 	(d) 	
      all operating charges directly associated with the
      Exploitation Activity;

	 	 	 
	 	(e) 	
      employment, management and professional expenses directly
  related to the Exploitation Activity;








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	 	(f) 	
      liabilities, fines or other related costs directly
      associated with the Exploitation Activity; and

	 	 	 
	 	(g) 	
      reasonable expense reimbursements owed to the
    Company.



4.3. The proceeds from the exploitation of the Technology may
be subject to different Exploitation Costs depending on the type of Exploitation
Activity. 

4.4. For each of the Company’s fiscal quarters occurring wholly
or partly during the term of this Agreement, the Company shall within sixty (60)
days after the end of each such fiscal quarter, deliver to the Creditor its
share of the proceeds from each Exploitation Activity. 

4.5. Proceeds will only be disbursed after all Exploitation
Costs are deducted. 

4.6. The Creditor’s Net Profits Interest shall terminate when
the Creditor has received eight times the Converted Amount.

5. ADDITIONAL COVENANTS OF THE COMPANY 

5.1. The Company represents and warrants to the Creditor that:


	 	(a) 	
      the Company is a corporation duly organized, existing and
      in good standing under the laws of the State of Nevada and has the
      corporate power to conduct the business which it conducts and proposes to
      conduct;

	 	 	 
	 	(b) 	
      the Shares, when issued by the terms and conditions of
      this Agreement, will be duly and validly issued, fully paid and
      non-assessable shares of common stock in the capital of the Company;
      and

	 	 	 
	 	(c) 	
      The License is duly authorized, up to date and in good
      standing.



5.2. The Company makes no warranty as to the market value or
effectiveness of the Technology. 

5.3. The Company in no way guarantees that it will be able to
commence any Exploitation Activity or that any profits will result from any
Exploitation Activity. 

5.4. The Company shall act in good faith in determining
Exploitation Costs. 

6. ADDITIONAL COVENANTS OF THE CREDITOR 

6.1. The Creditor and Consultant acknowledge that the Company
retains a royalty of 3.75% of gross revenues of any gold produced using the
Technology. 

6.2. The Creditor is a private corporation, duly organized,
existing and in good standing under its laws of its jurisdiction of
incorporation and has the corporate power to conduct the business which it
conducts and proposes to conduct. 

6.3. The Creditor and Consultant represent and warrant to the
Company that both the Creditor and Consultant are “accredited investors”
as defined in National Instrument 45-106 adopted by Canadian securities
regulators. 




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6.4. The Creditor and Consultant represent and warrants to the
Company that the both Creditor and Consultant are an "accredited investor" as
defined in Rule 501 of Regulation D of the Securities Act. 

6.5. The Creditor acknowledges that the Shares are “restricted
securities” within the meaning of the Securities Act and will be issued to the
Creditor in accordance with an exemption from the registration requirements of
the Securities Act provided by Rule 506 of Regulation D of the Securities Act
based on the representations and warranties of the Creditor in this Agreement.


6.6. The Creditor agrees to resell the Shares under
registration under the Securities Act, or under an available exemption from
registration under the Securities Act. 

6.7. The Creditor acknowledges and agrees that all certificates
representing the Shares, the Warrants and the Warrant Shares will be “restricted
securities” under the Securities Act and will be endorsed with the following
legend in accordance with Regulation D of the Securities Act or such similar
legend as deemed advisable by the lawyers for the Company to ensure compliance
with the Securities Act: 


	
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
      "ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON
      EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH
      SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE
      PROVISIONS OF THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE ACT.”





6.8. The Creditor will not exercise any rights granted under
this agreement or fulfill any obligation under this agreement in a manner that
will result in triggering reporting issuer requirements for the Company under
Canadian Multilateral Instrument 51-105 - Issuers Quoted in the U.S.
Over-The-Counter Markets, including, but not limited to: 

	 	(a) 	
      administering the business of the Company from a Canadian
      Jurisdiction; and

	 	 	 
	 	(b) 	
      conducting promotional activities in relation to the
      Company from a Canadian Jurisdiction.



7. RECORDS AND AUDIT 

7.1. The Company shall keep and maintain, such full and
accurate records (including books of account) as are necessary to determine the
amounts payable hereunder; 

7.2. The Company shall permit a member of the American
Institute of Certified Public Accountants designated by the Creditor during
normal business hours and upon reasonable notice to have full access to such
records, to audit them, and to make copies of solely for the purpose of
verifying the accuracy thereof. The Creditor shall bear all costs of such
examination unless such examination reveals material misstatement or mispayment
for the amount owing by the Company to the Creditor of 5% or more, in which
event the Company shall bear all costs of such examination, and Company agrees
to reimburse the Creditor for such costs promptly; 

7.3. If any such inspection reveals a shortfall in the proceeds
payable to the Creditor, hereunder then the Company shall forthwith pay the full
amount of such shortfall, to the Creditor;




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7.4. For each of the Company’s fiscal quarters occurring wholly
or partly during the term of this Agreement, the Company shall within
ninety-five (95) days after the end of each such fiscal year, deliver to the
Creditor an accounting of the profits under this Agreement and a copy of the
Company’s financial statements for such fiscal quarter; and 

7.5. Notwithstanding paragraphs 7.2 and 7.4 of this Agreement,
the Company will not be required to disclose any material non-public information
until such time as the information becomes immaterial, or is publicly
disclosed.

8. ASSIGNMENT 

8.1. The rights granted by this Agreement may not be sold,
assigned, sub-licensed or otherwise transferred by the Creditor without the
prior written consent of the Company, which consent shall not be unreasonably
withheld. 

9. CONFIDENTIALITY 

9.1. Where used in this Agreement, "Confidential
Information" means all knowledge, information, techniques, methods,
processes, know-how, business projections, and intellectual property (whether or
not reduced to writing; whether or not subject to proprietary protection at law;
and whether or not the information is already in the public domain) in any way
concerning or relating to the Exploitation Activities which in any way and at
any time or times has been or may be communicated to, acquired by, or learned of
by the Creditor or Consultant in the course of or as a direct or indirect result
of the Creditor’s and Consultant’s access to information concerning the
Company’s operations or any other Exploitation Activity. The Creditor and
Consultant specifically acknowledge and agree in this Agreement, "Confidential
Information" includes information, which may be in the public domain in some
form but shall be considered confidential herein due to its method of
presentation as part and parcel of a system developed by the Company; 

9.2. The Creditor and Consultant acknowledge that the success,
profitability and competitive position of the Company require that strict
confidentiality is maintained at all times on all Confidential Information and
that any breach of such confidentiality is capable of causing substantial damage
to the Company. Accordingly, the Creditor covenants and agrees with the Creditor
that: 

	 	(a) 	
      the Creditor and Consultant shall at all times hereafter
      keep all Confidential Information in the strictest confidence;

	 	 	 	 
	 	(b) 	
      the Creditor and Consultant shall hold all Confidential
      Information in trust for the Company; and

	 	 	 	 
	 	(c) 	
      the Creditor shall not at any time hereafter directly,
      indirectly or in any other manner:

	 	 	 	 
	 		
      (i) 
	
      publish or in any way participate or assist in the
      publishing of any Confidential Information;

	 	 	
       
	 
	 		
      (ii) 
	
      utilize any Confidential Information, except only as may
      be required for and in the course of any provision of consulting services
      to the Company; or

	 	 	
       
	 
	 		
      (iii) 
	
      disclose or assist in the disclosure of any Confidential
      Information to any person, firm, corporation or other entity
      whatsoever.



The provisions of this paragraph 9.2, shall not apply to any
Confidential Information which the Company expressly permits the disclosure of,
provided that the disclosure is made in compliance with any conditions imposed
in connection with the permission of such disclosure. 




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10. TERMINATION OF PRIOR AGREEMENTS 

10.1. Upon execution of this Agreement by the Creditor and the
Company the following agreements are terminated and replaced in their entirety
by this Agreement:

	 	(a) 	
      the memorandum of understanding dated January 3, 2014,
      between the Creditor and the Company;

	 	 	 
	 	(b) 	
      the loan and joint venture agreement dated April 16,
      2014, between the Creditor and the Company;

	 	 	 
	 	(c) 	
      the promissory note executed by the Company in favor of
      the Creditor on January 16, 2014;

	 	 	 
	 	(d) 	
      the promissory note executed by the Company in favor of
      the Creditor on April 16, 2014; and

	 	 	 
	 	(e) 	
      the Consulting Agreement.



11. MISCELLANEOUS PROVISIONS 

11.1. Entire Agreement. This Agreement constitutes the
entire agreement between the parties on all matters herein contained, and its
execution has not been induced by, nor do any of the parties hereto rely upon or
regard as material, any representations or writings whatsoever not incorporated
herein and made a part hereof. This Agreement shall not be amended, altered or
qualified except by an instrument in writing, signed by all parties hereto and
any amendments, alterations, or qualifications hereof shall not be binding upon
or affect the rights of any party who has not given its consent in writing.

11.2. Interpretation. The division of this Agreement
into articles and sections is for convenience and reference only and shall not
affect the interpretation of construction of the Agreement. 

11.3. Severability. If any of the covenants herein shall
be held unenforceable or declared invalid for any reason whatsoever, such
unenforceability or invalidity shall not affect the enforceability or validity
of any remaining provisions of the Agreement and such unenforceable, or invalid
portion shall be severable from the remainder of this Agreement. 

11.4. Notices. All notices, requests, demands, or
communications made under the terms hereof or required or permitted to be given
by one party to another shall be given in writing by personal delivery or by
registered mail, postage prepaid, addressed to such other party or delivered to
such other party as follows: 

	 	to the Creditor and Consultant at: 	GJS CAPITAL CORP. 
	 	  	Suite 1500, 1040 West Georgia St., 
	 	  	Vancouver, BC V6E 4H1 
	 	  	Email: sedun@global-vision.ca 
	 	  	Fax: 604-266-0081 
	 	  	  
	 	  	With a copy to: 
	 	  	  
	 	  	English Bay Law Corporation 
	 	  	302-2695 Granville Street 
	 	  	Vancouver, BC 
	 	  	V6H 3H4 
	 	  	Email: jonathan.reilly@englishbaylaw.ca    
	 	  	Fax: 1-866-218-2120 






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	 	to the Company at: 	ROYAL MINES AND MINERALS CORP. 
	 	  	2580 Anthem Village Dr., 
	 	  	Henderson, NV 89052 
	 	  	Email: jmitch692003@yahoo.com 
	 	  	Fax: 866-381-2090 


or to such other address as may be given by any of them to the
other from time to time and such notices, requests, demands or other
communications shall be deemed to have been received when delivered, or, if
mailed, ten (10) business days following the date of mailing thereof, provided
that if any such notice, request, demand or other communication shall have been
mailed in regular mail service shall be interrupted by strikes or other
irregularities, such notices, requests, demands, or other communications shall
be deemed to have been received ten (10) business days after the day following
the resumption of normal mail service. 

11.5. Time of the Essence. Time is of the essence.

11.6. Further Assurances. The parties agree to sign such
other instruments, cause such meetings to be held, resolutions passed and
by-laws enacted, exercise the vote and influence, do and perform and cause to be
done and performed, such further and other acts and things as may be necessary
or desirable in order to give full effect to this Agreement. 

11.7. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. 

11.8. Non-Waiver. No waiver by any party of any breach
by any other party of any of its covenants, obligations and agreements hereunder
shall be a waiver of any subsequent breach of any other covenant, obligation or
agreement, nor shall any forbearance to seek a remedy for any breach be a waiver
of any rights and remedies with respect to such or any subsequent breach. 

11.9. Currency. All dollar amounts in this Agreement are
in United States Dollars unless otherwise indicated. 

11.10. Governing Law. This contract will be governed by
and construed by the laws of the State of Nevada, and the laws of the United
States of America applicable therein any court of competent jurisdiction in the
United States of America shall have jurisdiction to adjudicate any matter
arising out of this Agreement. 

11.11. Executed in Counterparts. This 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
agreement. 


	REMAINDER OF
      PAGE INTENTIONALLY LEFT BLANK 







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IN WITNESS WHEREOF the parties hereto have executed this
Agreement and as of the date first above written. 

	ROYAL MINES AND MINERALS CORP. 	 
	by its authorized signatory 	 
	 	 
	/s/ K. Ian Matheson 	 
	 	 
	Signature of Authorized Signatory 	 
	 	 
	K. Ian Matheson
	 
	Name of Authorized Signatory 	 
	  	 
	GJS CAPITAL CORP. 	 
	by its authorized signatory 	 
	 	 
	/s/ Gregg J. Sedun 	 
	 	 
	Signature of Authorized Signatory 	 
	 	 
	Gregg J. Sedun 	 
	Name of Authorized Signatory 	 
	  	 
	GREGG J. SEDUN. 	 
	 	 
	/s/ Gregg J. Sedun 	 
	 	 
	Signature 	 





SCHEDULE "A" 

FORM OF PROMISSORY NOTE 

PROMISSORY NOTE 

	EXECUTED BY: 	Royal Mines and Minerals Corp. 
	  	(the "Borrower") 
	 	 
	IN FAVOR OF: 	GJS Capital Corp. 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	USD $150,000 
	 	 
	DATE OF EXECUTION: 	September 23, 2016 
	 	 
	PLACE OF EXECUTION: 	Henderson, NV 


FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on December 31, 2016 the principal sum of USD
$150,000, together with interest thereon at the rate of 6% per annum, calculated
and paid annually, both before and after maturity from the date hereof. 

The Borrower waives presentment, demand, notice, protest and
notice of dishonor and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note. 

DATED at Henderson, NV this 23rd day of September,
2016. 

ROYAL MINES AND MINERALS CORP. 

	Per: 	/s/ Jason S. Mitchell 	 
	 	 	 
	  	Jason S. Mitchell