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





LOAN AND JOINT VENTURE AGREEMENT 

This Loan and Joint Venture Agreement (the
“Agreement”) is dated for reference the 16th day of April, 2014
(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”) 

      

    

  



OF THE FIRST PART 

AND: 


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

        (the “Creditor”) 

      

    

  



OF THE SECOND PART 

WHEREAS: 

A.          The
Company holds under license, a process for the recovery of precious metals from
coal ash and other materials (the “Technology”); 

B.          The
Company has developed and demonstrated the Technology at its Scottsdale Facility
(as defined in paragraph 1.1(l) of this Agreement); and 

C.          The
Creditor has agreed to loan $150,000 to the Company and to finance and operate a
joint venture between the Company and the Creditor to convert the Scottsdale
Facility into a production facility on the terms and conditions contained
herein.

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 hereto each of the following words and phrases shall
have the meanings set forth as follows: 

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

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

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

	 	(d) 	
      "Loan" means the loan described in
      paragraph 2.1 of this Agreement;

	 	(e) 	
      “Licensor” means the licensor of the
      Technology to the Company;

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







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	 	(g) 	
      “Maturity Date" means the 31st day of May,
      2014;

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

	 	(i) 	
      "Principal Sum" means the sum of
      $150,000;

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

	 	(k) 	
      “Scottsdale Facility” means the Company’s
      plant located at 14325 N. 79th Street in Scottsdale,
  AZ;

	 	(l) 	
      “Scottsdale Operations” means the
      development and operations of a processing plant at the Scottsdale
      Facility for the extraction of precious metals from fly and bottom ash
      using the Technology;

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

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

	 	(o) 	
      “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

	 	(p) 	
      “Warrant Shares” means the Shares to be
      issued on exercise of the Warrants.



2.         
TERMS OF LOAN 

2.1.        The Creditor
shall loan the Company $150,000 (the “Loan”), which was advanced
prior to the Effective Date. The Loan shall be shall be repaid by the Company 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 2.3 of this Agreement, the Loan shall accrue interest at a rate of 6%
per annum, compounded annually. 

2.3.        At any time,
prior to the Maturity Date, the Creditor shall have the option (the
“Conversion Option”) to receive Units of the Company in exchange
for any portion of Principal Sum (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 Creditor will forgive any interest that
accrued on the Converted Amount prior to exercising the Conversion Option.

2.5.        If the Creditor
exercises the Conversion Option for the entire Principal Sum, the Company will
use its best efforts to ensure that a director nominated by the Creditor and
eligible to act as a director of the Company, is appointed to the board of
directors of the Company. If the Creditor does nominate such director, the
Company shall be allowed to nominate and appoint an additional director of the
Company’s choosing to the Company’s board of directors.

3.         
NET PROFITS INTEREST 

3.1.        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 3.2 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; 

3.2.        Net Profits will
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 Licensors Royalty;







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	 	(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;

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

	 	 	 
	 	(g) 	
      reasonable expense reimbursements owed to the
    Company.



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

3.4.        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. 

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

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

4.         
JOINT VENTURE 

4.1.        The Company and
the Creditor shall establish a joint venture (the “Joint Venture”)
to conduct the Scottsdale Operations and such other business activities as
agreed upon by the Parties. 

4.2.        The Creditor
shall, within thirty (30) days of the Effective Date, form a limited liability
corporation (“Newco”), under the laws of the State of Nevada or
other jurisdiction as agreed upon by the Parties. 

4.3.        The Creditor and
the Company shall both have a fifty percent (50%) ownership in Newco and any
distributions by Newco shall be made equally. 

4.4.        In the event of
a judgement by a court of competent jurisdiction against one or more
shareholders of Newco or against one or more directors of Newco in relation to
environmental cleanup or property rehabilitation for the Scottsdale Facility or
any other business activities agreed upon by the Parties, the Parties shall each
equally share in any such costs and each hereby indemnifies the other up to an
amount equivalent to such equal share. 

4.5.        Newco will own
all assets necessary to carry out the Scottsdale Operations. 

4.6.        The Company and
the Creditor shall agree on a budget for construction and operation of the
Scottsdale Facility, such budget not to exceed $250,000, and the Creditor shall
advance up to the budget amount and, if required, shall advance an additional
contingency amount of up to 15% of the budget amount, such contingency amount
not to exceed $37,500, for the purpose of construction and operation of the
Scottsdale Facility. 




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4.7.        The Company
shall grant Newco, or cause Newco to be granted, licensed authority to use the
Technology via the Company’s license consistent with the terms of this Agreement
and shall provide up to three personnel or independent contractors to Newco
acceptable to the director of Newco for the purpose of operation of the
Scottsdale Facility. 

4.8.        In this
Agreement, references to the manager, or managers, of Newco shall mean such
person, or persons, designated in or selected pursuant to the articles of
organization or operating agreement to manage Newco. 

4.9.        The Manager of
Newco shall consist of the Creditor (or the Creditor’s nominee) and the Creditor
shall solely elect such member and, if required, each Party to this Agreement
shall cause its shares to be voted to elect the Creditor (or the Creditor’s
nominee as the case may be) the sole Manager of Newco. 

4.10.      The Creditor may
solely elect an independent second Manager at the Creditor’s discretion. If the
Creditor does nominate a second Manager, the Company shall be allowed to
nominate and appoint an additional Manager of the Company’s choosing, and, if
required, each Party to this Agreement shall cause its shares to be voted to
elect the additional nominees as directors in accordance with this provision.


4.11.      Newco shall reimburse the
Creditor for reasonable expenses incurred with respect to due diligence
activities of the Creditor, including but not limited to legal, accounting and
reasonable travel and meal expenditures. 

4.12.      Newco shall have no
limit on the number of processing plants it can build using the Technology. 

5.         
SUBLICENSE 

5.1.        In accordance
with paragraph 4.7 above, the Company shall grant Newco, or cause Newco to be
granted, licensed authority to use the Technology via the Company’s license on
terms no less favorable to the Company or the Creditor or Newco than contained
in this Agreement.

5.2.        For the purposes
of this section and section 4.7, “licensed authority” will be satisfied by a
sub-license to Newco. 

6.        
 ADDITIONAL COVENANTS OF THE COMPANY 

6.1.        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; and

	 	 	 
	 	(b) 	
      the Shares and Warrant Shares, when issued in accordance
      with 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.

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







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	 	(d) 	
      The Company has the right to grant a sublicense under
      it’s License to Newco on terms consistent with this
  Agreement.



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


6.3.        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; and 

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

7.         
ADDITIONAL COVENANTS OF THE CREDITOR 

7.1.        The Creditor
acknowledges that the Licensor retains a royalty of 3.75% of gross revenues of
any gold produced using the Technology. 

7.2.        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. 

7.3.        The Creditor
represents and warrants to the Company that the Creditor is an “accredited
investor” as defined in National Instrument 45-106 adopted by Canadian
securities regulators. 

7.4.        The Creditor
represents and warrants to the Company that the Creditor is an "accredited
investor" as defined in Rule 501 of Regulation D of the Securities Act. 

7.5       . The Creditor
acknowledges that the Shares, the Warrants and the Warrant 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. 

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

7.7.        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.” 

      

    

  






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7.8.        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.



8.         
TERM AND TERMINATION 

8.1.        This Agreement
shall remain in full force and effect for so long as any party has any right,
title or interest in Newco (and for the purposes of this section, an interest in
use of the Technology at the Scottsdale Facility or in preparation for
construction of the Scottsdale Facility or an interest arising in respect of a
sublicense or other Exploration Activity arising from this Agreement shall be
deemed an interest in Newco). Termination of this Agreement shall not, however,
relieve any Party from any obligations theretofore accrued but unsatisfied nor
from its obligations with respect to rehabilitation or environmental clean up of
any operations nor from any requirements in this Agreement pertaining to
confidentiality or ongoing royalty benefits or obligations. 

9.         
RECORDS AND AUDIT 

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

9.2.        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 promptly reimburse the Creditor for such
costs; 

9.3.        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;

9.4.        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 

9.5.        Notwithstanding
paragraphs 9.2 and 9.4 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 publically disclosed.

10.      
 ASSIGNMENT 

10.1.      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. 

11.       
CONFIDENTIALITY 

11.1.      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 in the course
of or as a direct or indirect result of the Creditor’s access to information
concerning the Scottsdale Operations or any other Exploitation Activity. The
Creditor specifically acknowledges and agrees 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 Creditor; 




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11.2.      The Creditor acknowledges
that the success, profitability and competitive position of the Company requires
that strict confidentiality be maintained at all times with respect to 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: 

	 	i. 	
      the Creditor shall at all times hereafter keep all
      Confidential Information in the strictest confidence;

	 	 	 	 
	 	ii. 	
      the Creditor shall hold all Confidential Information in
      trust for the Company; and

	 	 	 	 
	 	iii. 	
      the Creditor shall not at any time hereafter directly,
      indirectly or in any other manner:

	 	 	 	 
	 		a. 	
      publish or in any way participate or assist in the
      publishing of any Confidential Information;

	 	 	 	 
	 		b. 	
      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

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



The provisions of this paragraph 11.2, 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. 

12.       
TERMINATION OF PRIOR AGREEMENT 

12.1.      Upon execution of this
Agreement by the Creditor and the Company, the memorandum of understanding dated
January 3, 2014, between the Creditor and the Company is hereby terminated and
replaced in its entirety by this Agreement.

12.2.      Upon execution of the
Promissory Note, the original promissory note executed by the Company in favor
of the Creditor on January 16, 2014, shall be hereby terminated and replaced in
its entirety by the Promissory Note.

13.      
 MISCELLANEOUS PROVISIONS 

13.1.      Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to 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.




-8-

13.2.      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. 

13.3.      Severability. In the
event that 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. 

13.4.      Notices. All
notices, requests, demands, or communications made pursuant to 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 at: 	GJS CAPITAL CORP. 
	 	  	Suite 800, 570 Granville St., 
	 	  	Vancouver, BC V6C 3P1 
	 	  	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 
	 	  	  
	 	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. 

13.5.      Time of the Essence.
Time is of the essence.

13.6.      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. 

13.7.      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. 




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13.8.      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. 

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

13.10.    Governing Law. This contract
will be governed by and construed in accordance with 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. 

13.11.    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. 

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 

 

	 	 
	Signature of Authorized Signatory 	 
	  	 
	Jason S. Mitchell
    	 
	Name of Authorized Signatory 	 


GJS CAPITAL CORP. 
by its authorized signatory 

 

	 	 
	Signature of Authorized Signatory 	 
	  	 
	Gregg J. Sedun 	 
	Name of Authorized Signatory 	 






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: 	April 16, 2014 
	 	 
	PLACE OF EXECUTION: 	Henderson, NV



FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on August 31, 2014 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 or default from the date
hereof. 

The Borrower waives presentment, demand, notice, protest and
notice of non-payment, dishonour, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Promissory Note and agrees to pay all costs incurred in the collection in
case this note is given to an attorney for collection, and reasonable attorney’s
fees and costs on appeals, certiorari and/or post trial transactions.


DATED at Henderson, NV this 16th day of April, 2014. 

ROYAL MINES AND MINERALS CORP. 

Per:

          Jason S.
Mitchell