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





CONVERTIBLE LOAN AGREEMENT 

This Convertible Loan 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: 
	               
                         
         BRUCE MATHESON, an individual having an address
      at 1658 
	               
                         
         Beach Grove Road, Delta, BC V4L 1P3 
	  
	               
                         
         (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 $100,000 to the Company.

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 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;

	 	(g) 	
      “Maturity Date" means the 1st day of April,
      2015;

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








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	 	(i) 	
      "Principal Sum" means the sum of $100,000
      to $250,000;

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

	 	(k) 	
      “JV Operations” means the development and
      operations of a processing plant at a new facility for the extraction of
      precious metals from fly and bottom ash using the Technology;

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

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

	 	(n) 	
      “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

	 	(o) 	
      “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 $100,000 to $250,000 (the “Loan”),
$100,000 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, for a loan from $100,000 to $249,999 the
Creditor shall have the 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 (the “Unit
Conversion Option”). 

2.4.                At
any time, prior to the Maturity Date, for a loan of $250,000 the Creditor shall
have the option to either 1) choose the Unit Conversion Option of the Converted
Amount or 2) acquire the right to form a 50/50 net proceeds joint venture with
the Company using the Company’s Technology (the “JV Conversion Option”).


2.5.                If
the Creditor Exercises the Unit Conversion Option or the JV Conversion Option,
the Creditor will forgive any interest that accrued on the Converted Amount
prior to exercising the Conversion Option.

	3. 	
      JOINT VENTURE



3.1.                If
the JV Conversion Option is chosen by the Creditor, the Company and the Creditor
shall establish a joint venture (the “Joint Venture”) to conduct
the JV Operations and such other business activities as agreed upon by the
Parties. 

3.2.                The
Company shall, within ninety (90) days of the Creditor selecting the JV
Conversion Option, form a limited liability corporation (“Newco”),
under the laws of the State of Nevada or other jurisdiction as agreed upon by
the Parties. 

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

3.4.                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 new 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. 




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3.5.                Newco
will own all assets necessary to carry out the JV Operations. 

3.6.                The
Company and the Creditor shall agree on a budget for construction and operation
of the JV Facility, such budget not to exceed $250,000, and the Creditor shall
advance $250,000 for the purpose of construction and operation of the JV
Facility. 

3.7.                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. 

	4. 	
      ADDITIONAL COVENANTS OF THE
  COMPANY



4.1.                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.

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



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

4.3.                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


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

	5. 	
      ADDITIONAL COVENANTS OF THE
  CREDITOR



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

5.2.                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. 

5.3.                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. 

5.4.                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. 

5.5.                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. 




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5.6.                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.”





5.7.                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.




	6. 	
      TERM AND TERMINATION



6.1.                This
Agreement shall remain in full force and effect for so long as any party has any
right, title or 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. 

	7. 	
      RECORDS AND AUDIT



7.1.                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; 

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 promptly reimburse the Creditor for
such costs; 

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;

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 




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7.5.                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.

	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 in
the course of or as a direct or indirect result of the Creditor’s access to
information concerning the JV 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; 

9.2.                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. 




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	10. 	
      MISCELLANEOUS PROVISIONS



10.1.              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.

10.2.              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. 

10.3.              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. 

10.4.              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: 	BRUCE MATHESON 
	  	1658 Beach Grove Road 
	  	Delta, BC V4L 1P3 
	  	Email: bdmatheson@gmail.com 
	  	  
	  	  
	                      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. 

10.5.              Time
of the Essence. Time is of the essence.

10.6.              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. 

10.7.              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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10.8.              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. 

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

10.10.            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. 

10.11.            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 

/s/ Jason S. Mitchell


______________________________
Signature of Authorized Signatory


Jason S. Mitchell

______________________________
Name
of Authorized Signatory 

BRUCE MATHESON 

/s/ Bruce Matheson 

______________________________
Signature




SCHEDULE "A" 

FORM OF PROMISSORY NOTE 

PROMISSORY NOTE 

	EXECUTED BY: 	Royal Mines and Minerals Corp. 
	  	(the "Borrower") 
	 	 
	IN FAVOR OF: 	Bruce Matheson 
	  	(the "Lender") 
	 	 
	PRINCIPAL AMOUNT: 	USD $100,000 
	 	 
	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 April 1, 2015 the principal sum of USD
$100,000, 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