Filed by sedaredgar.com - Royal Mines And Minerals Corp. - Exhibit 10.28






PAYMENT EXTENSION AND LICENSE AGREEMENT

THIS AGREEMENT dated for reference the 13th day of
March, 2009

AMONG:

NEW VERDE RIVER MINING CO.,
INC., a company formed under the laws of the State of Arizona having an
office at 48412 N. Black Canyon Hwy., New River, AZ 85087

(hereinafter referred to as “New
Verde”)

OF THE FIRST PART

AND:

ROBERT H. GUNNISON of 48412 N.
Black Canyon Hwy., New River, AZ 85087

(hereinafter referred to as the
“Inventor”)

OF THE SECOND PART

AND:

ROYAL MINES AND MINERALS CORP.,
a company formed under the laws of the State of Nevada having its corporate
office at 2580 Anthem Village Drive, Suite 112, Henderson, NV 89052

(hereinafter referred to as “Royal
Mines”)

OF THE THIRD PART

WHEREAS:

A. Pursuant to an agreement dated April 2, 2007 (the
"Technology and Asset Purchase Agreement"), Royal Mines acquired from New Verde
a technology for lixivation of metals from ore utilizing thiourea stabilization
(the "Technology");

B. Pursuant to the Technology and Asset Purchase Agreement,
Royal Mines agreed to enter into an employment agreement with the Inventor (the
"Employment Agreement");

C. Under the terms of the Technology and Asset Purchase
Agreement, Royal Mines agreed to pay a total of $300,000 US to New Verde of
which $197,731.67 has been paid to date, leaving an outstanding balance of
102,268.33 (the "Outstanding Balance");

D. Royal Mines is in default of its obligation to pay the
Outstanding Balance to New Verde; 

E. Royal Mines wishes to cure its default under the Technology
and Asset Purchase Agreement; and

F. New Verde and the Inventor wish to obtain a limited license
with respect to the Technology in the event of termination of the Employment
Agreement,

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




2

     1. New Verde agrees to extend the
date for payment of the Outstanding Balance to June 30, 2010 (the
"Extension").

     2. Royal Mines agrees to pay
interest on the Outstanding Balance at 6% per annum from the date of this
Agreement. The interest will be payable on June 30, 2010.

     3. As additional consideration
for the Extension, Royal Mines hereby agrees to grant to New Verde and the
Inventor a non-exclusive license (the "License") on the following terms and
conditions:

          (i)
The License will take effect only upon termination of the Employment Agreement
whether terminated by the Company or the Inventor;

          (ii)
The License will be a non-exclusive worldwide license to use and exploit the
Technology;

          (iii)
The License may only be used by New Verde, the Inventor or a corporation all of
the shares of which are owned by the Inventor and/or his wife or children;
and

          (iv)
Except for sublicenses to a corporation described in (iii) above, the License
will not be assignable and the Inventor and New Verde will not be permitted to
assign or sublicense without the prior written approval of Royal Mines.

     4. Time is of the essence of this
Agreement.

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

     6. This Agreement shall be
governed by and interpreted in accordance with the laws of the State of Nevada
and the parties hereto irrevocably attorn to the jurisdiction of said State.

     7. Each of the parties hereto
will cooperate with the others and execute and deliver to the other parties
hereto such other instruments and documents and take such other actions as may
be reasonably requested from time to time by any other party hereto as necessary
to carry out, evidence, and confirm the intended purposes of this Agreement.

     8. This Agreement may not be
amended except by an instrument in writing signed by each of the parties.

     9. The headings contained in this
Agreement are for convenience purposes only and will not affect in any way the
meaning or interpretation of this Agreement.

     10. This Agreement may not be
assigned (except by operation of law) by any party without the consent of the
other parties.

     11. This Agreement will be
governed by and construed in accordance with the laws of the State of Nevada
applicable to contracts made and to be performed therein. 

     12. 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.

     13. This Agreement may be
executed by delivery of executed signature pages by fax and such fax execution
will be effective for all purposes.




3

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

	NEW VERDE RIVER MINING CO., INC., 	 
	an Arizona corporation, by its authorized signatory: 	 
	  	 
	  	 
	/s/ Robert
    Gunnison	 
	Signature of Authorized Signatory 	 
	  	 
	  	 
	Robert Gunnison
	 
	Name of Authorized Signatory 	 
	  	 
	  	 
	President 	 
	Position of Authorized Signatory 	 



	SIGNED, SEALED AND DELIVERED 	
      ) 
	  
	BY ROBERT H. GUNNISON 	
      ) 
	  
	in the presence of: 	
      ) 
	  
	  	
      ) 
	  
	  	
      ) 
	  
	/s/ K. I. Matheson	
      )
	 
	Signature of Witness 	
      ) 
	
       

	  	
      ) 
	
  /s/ Robert H. Gunnison 

	K. I. Matheson	
      )
	
      ROBERT H. GUNNISON 

	Name of Witness 	
      ) 
	  
	  	
      ) 
	  
	2215 Lucerne Cir., Henderson, NV  89014	
      )
	 
	Address of Witness 	
      ) 
	  
	  	
      ) 
	  
		
      )
	 



	ROYAL MINES AND MINERALS CORP. 	 
	a Nevada corporation by its authorized signatory: 	 
	  	 
	  	 
	/s/ Jason S.
      Mitchell 	 
	Signature of Authorized Signatory 	 
	  	 
	  	 
	Jason S. Mitchell
    	 
	Name of Authorized Signatory 	 
	  	 
	  	 
	Secretary and
      Treasurer 	 
	Position of Authorized Signatory