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






July 7, 2014 

  



Mr. K. Ian Matheson 
Royal Mines & Minerals Corp.

2580 Anthem Village Drive 
Henderson, NV 89052 


Dear Mr. Matheson 

            Lafarge
North America Inc, a Maryland corporation (along with its affiliates “Lafarge”),
and Royal Mines & Minerals Corp., a Nevada corporation (“Royal Mines”) have
together spent significant time, resources and effort over the last several
years to study the viability of certain Royal Mines’ technologies designed to
extract commercially reasonable quantities of various precious metals from coal
combustion by-products (“Coal By-Products”) such as fly ash and bottom ash (the
“Technology”). Such efforts have included Lafarge (a) making available to Royal
Mines the time and expertise of Steve Butler, a Lafarge Coal By-Product
technician, (b) building a laboratory at Lafarge’s Renwick facility with
equipment appropriate to conduct relevant tests of the Technology, and (c)
assisting in the engineering and development of equipment through which tests of
the Technology have been conducted. As Lafarge is one of the largest managers of
Coal By-Products in North America, having contracts with twenty eight coal fired
power generating stations (“Stations Under Contract”) and significant amounts of
Coal By-Products stored in underground locations, Royal Mines is interested in
continuing its relationship with Lafarge toward the refinement and further
development of the Technology with the goal of commercializing the
Technology.

            This
Letter of Intent (“LOI”) sets forth the intention of Lafarge with respect to a
potential business relationship with Royal Mines relating to the
commercialization of the Technology (the “Proposed Relationship”).

            1.        
 From the date first set forth above through December 31, 2014, or such
later date as agreed to by Lafarge and Royal Mines (the “LOI Term”), Lafarge
agrees to allocate up to 50 hours per month of Steve Butler’s time to assist
Royal Mines in the commercialization of the Technology. This commitment includes
the payment by Lafarge during the LOI Term of all expenses related to Mr.
Butler, including salary, benefits and reasonable travel costs.

            2.        
 During the LOI Term, Lafarge agrees to dedicate to Steve Butler such
equipment at Lafarge’s laboratory at Lafarge’s Renwick facility as will be
reasonably necessary for Mr. Butler to provide the assistance to Royal Mines
contemplated by this LOI.

            3.        
 During the LOI Term, Royal Mines agrees to develop a business plan for the
commercialization of the Technology (the “Business Plan”), which Business Plan
Royal Mines agrees to present to Lafarge no later than January 31, 2015.

            4.         
In consideration of the commitment of Steve Butler’s time and other resources by
Lafarge described above, Royal Mines agrees to grant Lafarge the exclusive
right, subject to the royalties referred to below, to exploit the Technology for
the extraction of precious metals from the Coal By-Products (a)
produced by the Stations Under Contract, plus up to seven (7) additional coal
fired power generating stations to be identified by Lafarge (collectively, the
“Covered Locations”), for each such station through the duration of Lafarge’s
contract with such station and 3 years thereafter, and (b) now stored or in the
future deposited in underground storage sites owned or controlled by Lafarge for
as long as Coal By-Products are stored therein (“Lafarge Owned By-Products”).
Unless otherwise agreed, such exploitation by Lafarge will be at Lafarge’s sole
cost and expense, including the cost of equipment and labor necessary to process
the Coal By-Products from which metals are to be extracted. As long as Steve
Butler is employed by Lafarge, Royal Mines will not offer Steve Butler a job
without a prior agreement with Lafarge at any time during the LOI Term. If Royal
Mines proceeds with such an offer without Lafarge approval, the exclusive rights
granted to Lafarge in this paragraph shall immediately vest in Lafarge at the
time of the offer of employment to Steve Butler. 




            5.         
When the Technology is shown to Lafarge’s satisfaction to be commercially viable
for the extraction of precious metals from a broad base of Coal ByProducts,
Lafarge agrees that it will introduce and promote the Technology for use on the
Coal By-Products produced by those of the Covered Stations whose Coal ByProducts
Lafarge believes the Technology can be employed on a commercially reasonable
basis for the extraction of precious metals. Lafarge agrees to prioritize such
efforts based on a multitude of parameters affecting the commercial viability of
the application of the Technology to the Coal By-Products produced at each
Covered Station, including, but not limited to, anticipated precious metals
content, general utility interest in new beneficial use technologies, financial
strength, the ability to locate Technology process facilities on or near utility
property, environmental impacts and location of the Covered Station. 

            6.        
 Should the Technology be employed to remove precious metals from the Coal
By-Products produced by a Covered Station without Lafarge having contributed
capital to the construction of equipment required to process such Coal Products,
Lafarge shall be entitled to receive a mutually agreeable percentage of the
value of the precious metals extracted from such Coal By-Products by Royal
Mines.

            7.         
Should the Technology be employed to remove precious metals from (a) any Lafarge
Owned By-Products or (b) from Coal By-Products produced by a Covered Station
where Lafarge contributes the capital required to construct the equipment
required to process such Coal Products and assumes responsibility for the
operation thereof, Lafarge shall be entitled to the precious metals recovered
and will pay Royal Mines a royalty equal to a mutually agreeable percentage of
the value of the precious metals extracted from such Coal By-Products by
Lafarge. 

            8.        
 Should Lafarge and Royal Mines form a joint venture to finance, design,
build and operate a facility employing the Technology to extract precious metals
from Coal By-Products, Lafarge and Royal Mines shall each be entitled to a
mutually agreeable share of the profits of such venture. 




            9.        
 Consummation of the Proposed Relationship is subject to, among other
conditions precedent, the following: 

	 	(a) 	
      the satisfactory completion of due diligence by Lafarge,
      which Lafarge deems appropriate and necessary, including, but not limited
      to, that relating to ownership of the Technology;

	 	 	 
	 	(b) 	
      the approval of the senior management of Lafarge and
      Royal Mines and, if necessary, the Board of Directors of Lafarge and Royal
      Mines; and

	 	 	 
	 	(c) 	
      the preparation, negotiation, execution and delivery of a
      mutually satisfactory definitive agreement with respect to the Proposed
      Relationship (the “Definitive Agreement”).



            10.       
Each party agrees to proceed with the Proposed Relationship on a prompt basis
and to use its best efforts to (i) conduct and facilitate the due diligence
expeditiously and to cooperate in connection therewith, and (ii) prepare the
Definitive Agreement and all other agreements and documents necessary
thereto

            11.       
No public announcement or disclosure of the Proposed Relationship may occur
without the express written consent of both Lafarge and Royal Mines, except as
required by law. If Lafarge or Royal Mines determines that it is required by law
to make such an announcement or disclosure, it shall provide at least 24 hours
written notice to the other of such impending announcement or disclosure.

            12.       
Each party will pay its own fees and expenses related to the due diligence
investigation and the negotiation, preparation, execution and delivery of the
Definitive Agreement and other transaction documents, including the fees and
expense of its outside counsel and other advisors.

            13.       
Royal Mines agrees that it will not (nor will it permit any of its officers,
directors, members, affiliates or agents to) initiate, solicit or participate or
engage in any negotiations or discussions, or authorize or enter into any
agreement or agreement in principle, or announce any intention of doing any of
the foregoing, with respect to the application of the Technology at any Covered
Station or to the Coal By-Products produced by an Covered Station, except with
respect to Lafarge as contemplated by this LOI.

            14.       
This LOI constitutes a statement of present intent only and, except as set forth
in paragraphs 1 through 4 and in paragraph 13, which are binding agreements of
the parties, neither Lafarge nor Royal Mines shall have any legally enforceable
right or obligation hereunder. Any rights and obligations of Lafarge or Royal
Mines with respect to the subject matter of this LOI will be only as set forth
in any definitive agreement executed by them. Accordingly, except as set forth
in paragraphs 1 through 4 and in paragraph 13, until the execution of the
Definitive Agreement, Lafarge and Royal Mines shall not be under any legal
obligations with respect to the negotiation and consummation of the Proposed
Relationship. 

            15.       
This LOI shall terminate and be of no further force or effect if a Definitive
Agreement with respect to the Proposed Relationship is not executed and
delivered to Lafarge on or before December 31, 2015.




            16.       
This LOI shall be governed by and construed in accordance with the laws of the
state of Delaware, without regard to its conflicts of law principles.

            17.       
This LOI may be executed in two or more counterparts, each of which shall be
deemed an original and all of which together will constitute but one and the
same LOI.

      
     Please sign where indicated below and return a
copy of this LOI to me to indicate your agreement with and acceptance of the
terms hereof.

Lafarge North America Inc. 

	 	  	/s/ Mike Gordon 
	 	By:	  
	 	Name: 	Miike Gordon 
	 	Title: 	Vice President, Cement
  


Agreed and accepted this 10th day of July, 2014:


Royal Mines & Minerals Corp. 

		/s/ K. Ian
      Matheson 	 
	By:	 	 
	Name: 	K. Ian
      Matheson  	 
	Title: 	President