Royal Mines and Mineral Corp. - Exhibit 10.26 - Filed by newsfilecorp.com





AMENDED AND RESTATED LICENSE AGREEMENT 

THIS AGREEMENT made as of the 20th day of
August, 2014. 

BETWEEN: 


  
    
      
        ALVIN C. JOHNSON, JR., having an address
          at 7750 E. Evans Rd., #3, Scottsdale, AZ 85260;

        (hereinafter referred to as the "Licensor") 

      

    

  



OF THE FIRST PART 

AND: 


  
    
      
        ROYAL MINES AND MINERALS CORP., a Nevada
          corporation, having its principal place of business located at 2580 Anthem
          Village Dr., Henderson, NV 89052;

        (hereinafter referred to as the "Licensee") 

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.                  
 The Licensor and the Licensee entered into a License Agreement dated
August 20, 2010, as amended on December 9, 2010 and October 25, 2012 (the
“Original Agreement”) granting a license to the Licensee to utilize the
Licensor’s formula and process for the recovery of gold when it is bonded with
silica known as the precursor gold recovery system (hereinafter referred to as
the "Process"); and 

B.                   
It is the intention of the Licensor and the Licensee to replace and supersede
the Original Agreement and grant a license to the Licensee to utilize the
Licensor’s Process to recover gold from ore on the terms and conditions
hereinafter set forth; 

NOW THEREFORE in consideration of the sum of $1.00, the
receipt and sufficiency of which is acknowledged, and of the mutual covenants
and agreements hereinafter provided, the parties have agreed and to hereby agree
as follows: 

1.                  
 APPOINTMENT AS LICENSEE 

1.01                
Grant of License Rights. Subject to the provisions herein and for the
duration of this Agreement, the Licensor hereby grants to the Licensee the
non-exclusive right and license to utilize and apply the Process for processing
ore.

2.                  
 SHARE ISSUANCE 

2.01                
Shares. As consideration for the grant of license rights, the Licensee
shall issue 7,980,493 shares (the “Shares”) of the Licensee’s common stock to
the Licensor on execution of the Agreement.

2.02                
Restricted Shares Agreements of the Licensor. With respect to the
issuance of Shares: 

	 	(a) 	
      The Licensor acknowledges that the Shares are “restricted
      securities” within the meaning of the Securities Act and will be issued to
      the Licensor in accordance with an exemption from the registration
      requirements of the Securities Act based on the representations and
      warranties of the Licensor in this Agreement;

	 	 	 
	 	(b) 	
      The Licensor agrees to resell the Shares pursuant to
      registration under the Securities Act, or pursuant to an available
      exemption from registration pursuant to the Securities Act;
  and







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	 	(c) 	
      The Licensor acknowledges and agrees that all
      certificates representing the Shares will be “restricted securities” under
      the United States Securities Act of 1933, as amended (the “Securities
      Act”) and will be endorsed with the following legend in accordance with
      the Securities Act or such similar legend as deemed advisable by the
      lawyers for the Licensee 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.” 

3.                   
COVENANTS OF LICENSOR 

3.01                 Technical
Support. The Licensor agrees to assist the Licensee by providing such
technical support with respect to the utilization of the Process as the Licensee
may reasonably request. 

3.02                
Non-circumvention. The Licensor shall not, without seeking written
approval from the Licensee, enter into any other form of agreement or
arrangement that would allow any current or prospective clients or partners of
the Licensee to utilize the Process.

3.03                
Representations and Warranties of the Licensor. The Licensor represents
and warrants to the Licensee that: 

	 	(a) 	
      the Licensor owns the Process free and clear of any
      liens, charges or encumbrances and have the power and right to grant all
      rights granted to the Licensee under the terms of this
Agreement;

	 	 	 
	 	(b) 	
      the execution and delivery of this Agreement and the
      exercise of the rights granted herein will not result in a breach of any
      term or provision of or constitute a default under or conflict with any
      agreement, judgment, decree, court order or other instrument to which the
      Licensor is a party or by which he is bound.

	 	 	 
	 	(c) 	
      The Licensor recognizes that the purchase of Shares
      involves a high degree of risk in that the Licensee is in the development
      stage of its business;

	 	 	 
	 	(d) 	
      An investment in the Licensee is highly speculative and
      only investors who can afford the loss of their entire investment should
      consider investing in the Licensee and the Shares;

	 	 	 
	 	(e) 	
      The Licensor understands that the Shares he is acquiring
      are characterized as "restricted securities" under the federal securities
      laws inasmuch as they are being acquired from the Licensee in a
      transaction not involving a public offering and that under such laws and
      applicable regulations such securities may be resold without registration
      under the Act only in certain limited circumstances. In this connection,
      the Licensor represents that he is familiar with SEC Rule 144, as
      presently in effect, and understands the resale limitations imposed
      thereby and by the Act;

	 	 	 
	 	(f) 	
      The Licensor is an investor in securities of companies in
      the development stage and acknowledges that he is able to fend for
      himself, can bear the economic risk of the Licensor's investment, and has
      such knowledge and experience in financial or business matters such that he is capable of evaluating
  the merits and risks of the investment in the Shares;







3 

	 	(g) 	
      The Licensor believes he has received all the information
      he considers necessary or appropriate for deciding whether to purchase the
      Shares. The Licensor further represents that he is a close, personal
      friend, relative or business associate, of a director or executive officer
      of the Licensee and as such has had an opportunity to ask questions and
      receive answers from the Licensee regarding the terms and conditions of
      the Agreement and the business, properties, prospects and financial
      condition of the Licensee. The Licensor has had full opportunity to
      discuss this information with the Licensor’s legal and financial advisers
      prior to execution of this Agreement;

	 	 	 
	 	(h) 	
      The Licensor hereby acknowledges that this offering of
      Shares has not been reviewed by the United States Securities and Exchange
      Commission (the "SEC") and that the Shares are being issued by the
      Licensee pursuant to an exemption from registration provided by Section
      4(2) of the United States Securities Act of 1933;

	 	 	 
	 	(i) 	
      The Shares will be acquired by the Licensor for
      investment for the Licensor's own account, not as a nominee or agent, and
      not with a view to the resale or distribution of any part thereof, and
      that the Licensor has no present intention of selling, granting any
      participation in, or otherwise distributing the same. The Licensor does
      not have any contract, undertaking, agreement or arrangement with any
      person to sell, transfer or grant participations to such person or to any
      third person, with respect to any of the Shares;

	 	 	 
	 	(j) 	
      The Licensor is not aware of any advertisement of the
      Shares; and

	 	 	 
	 	(k) 	
      The Licensor has full power and authority to enter into
      this Agreement and this Agreement constitutes a valid and legally binding
      obligation of the Licensor, enforceable in accordance with its terms
      except (i) as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors' rights generally, and (ii) as limited
      by laws relating to the availability of specific performance, injunctive
      relief, or other equitable remedies.



4.                   
COVENANTS OF LICENSEE 

4.01                 Representations
and Warranties of the Licensee. The Licensee represents and warrants to the
Licensee that: 

	 	(a) 	
      The Licensee 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; and

	 	 	 
	 	(b) 	
      Upon issue, the Shares will be duly and validly issued,
      fully paid and non-assessable shares of common stock of the
    Licensee.



5.                  
 CONFIDENTIAL INFORMATION 

5.01                
Confidential Information. The Licensor and the Licensee acknowledge and
agree with each other that all information connected with the Process, including
without limitation, all information, data, formulae, process-flow or apparatus
design is confidential, and the Licensee and the Licensor covenant and agree
with each other to use their best efforts to ensure that such information does
not become public knowledge and undertake not to disclose such information or
any part thereof to any other person except to their respective consultants, sub-contractors and employees as may be necessary
to carry out their respective rights and obligations under this Agreement. The
Licensee hereby further covenants and agrees with the Licensor that the Licensee
shall require each and every one of its employees, consultants, or
sub-contractors who are provided with any information in respect of the
operation of the Process or related knowledge to sign confidentiality
agreements. 




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6.                   
DURATION 

6.01                
Duration. This Agreement shall remain in force for a period of ninety-six
(96) years from the date first above written. 

7.                   
GENERAL PROVISIONS 

7.01                
Governing Law. This Agreement shall be governed and interpreted in
accordance with the laws of the State of Nevada and the parties agree to submit
all disputes arising hereunder to the courts of the State of Nevada.

7.02                
Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto relating to the subject matter hereof and supersedes all
prior and contemporaneous agreements, understandings, negotiations and
discussions, whether oral or written, of the parties and there are no general or
specific warranties, representations or other agreements by or among the parties
in connection with the entering into of this Agreement or the subject matter
hereof except as specifically set forth herein. 

7.03                 Amendments.
No erasure of or addition to any portion of this Agreement except filling in of
blank spaces and lines shall be binding upon the parties unless it is in writing
signed by duly authorized officers of both parties. 

7.04                
No Waiver. No departure from or waiver of the terms of this Agreement
shall be deemed to authorize any prior or subsequent departure or waiver or
require its continuation. 

7.05                
Severability. If any provision of this Agreement or the application of
such provision shall be held illegal or unenforceable under any laws of any
jurisdiction applicable to the Agreement the remainder of the Agreement or the
application of such provision to other persons or circumstances shall not be
affected thereby. 

7.06                
Notice. Any notice required or permitted to be given under this Agreement
shall be in writing and may be given by any means reasonably calculated to reach
the other party, including, without limiting the generality of the foregoing,
hand delivery (whether by courier or otherwise), telegram, cablegram, telefax or
prepaid mail addressed to such party at its address as set forth on page one of
this Agreement. Such notice if given by hand delivery shall be deemed to be
received on the day delivered, if given by telegram, telefax, or cablegram shall
be deemed to have been received on the day following dispatch thereof and notice
given as aforesaid by prepaid mail shall be deemed to have been received five
(5) days after the mailing thereof. Either party may by notice in writing given
as herein provided change its address for notice hereunder and such address as
so changed shall be deemed to be the address of such party for the purposes of
notice hereunder.

7.07                
Headings. The headings in this Agreement are inserted for convenience of
reference only and are not intended to be used as an aid to the interpretation
of the provisions hereof. 

7.08                
Assignment. The Licensor shall be entitled without restriction to assign
the whole or any part of this Agreement. The Licensee may not assign the whole
or any part of this Agreement without the Licensor's prior written consent.
Notwithstanding the preceding, the Licensee shall be entitled to sub-license the
right to utilize the Process to an entity or entities controlled by the Licensee
without any consent of the Licensor. 

7.09                
Separate Counsel. This Agreement has been prepared by Northwest Law Group
as legal counsel for the Licensee, and the Licensor acknowledges and agrees that
he has been advised to seek separate legal counsel with respect to the matters
contained in this Agreement. 




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7.10                 Enurement.
This Agreement shall be binding upon and shall enure to the benefit of the
respective parties hereto and their successors and permitted assigns. 

7.11      
          Counterparts. This
Agreement may be executed in one or more counterparts, all of which will be
considered one and the same agreement and will become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart. 

IN WITNESS WHEREOF the parties hereto have executed this
Agreement on the day and year first above written. 

SIGNED, SEALED AND DELIVERED BY 
ALVIN C. JOHNSON,
JR. in the presence of: 

	/s/ Brad
      Beebe 	 	/s/
      Alvin Johnson Jr. 
	Signature of Witness 	 	           
                         
       ALVIN C. JOHNSON, JR. 
	  	 	  
	Brad Beebe 	 	  
	Name of Witness 	 	  
	  	 	  
	1111 E Brown
      Street, Mesa AZ 85203 	 	  
	Address of Witness 	 	  
	  	 	  
	  	 	  
	  	 	  
	  	 	  
	ROYAL MINES AND MINERALS CORP. 	 	  
	by its authorized signatory: 	 	  
	  	 	  
	  	 	  
	/s/ Jason S.
      Mitchell 	 	  
	Signature Of Authorized Signatory 	 	  
	  	 	  
	President 	 	  
	Name and Title of Authorized Signatory