RYMM Royal Mines and Minerals Corp (CE)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8 K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

April 16, 2014
Date of Report (Date of earliest event reported)

ROYAL MINES AND MINERALS CORP.
(Exact name of registrant as specified in its charter)

(702) 588 5973
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

____ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

____ Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR 240.14a 12)

____ Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR 240.14d 2(b))

____ Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR 240.13e 4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01             ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On April 16, 2014, Royal Mines and Minerals Corp. (the “Company") entered into a loan and joint venture agreement (the “Loan and Joint Venture Agreement") with GJS Capital Corp. (the "Creditor"). Under the terms of the Loan and Joint Venture Agreement, the Creditor has agreed to loan the Company $150,000 (the “Principal”), which has already been advanced. The loan bears interest at a rate of 6% per annum, compounded annually and has a maturity date of August 31, 2014 (the “Maturity Date").

At any time prior to the Maturity Date, the Creditor may elect to receive units (each a “Unit") of the Company in exchange for any portion of the Principal outstanding on the basis of one Unit for each $0.05 of indebtedness converted (the “Unit Conversion Option"). Each Unit consists of one share of the Company’s common stock and one warrant to purchase an additional share of the Company's common stock at a price of $0.10 per share for a period of two years from the date of issuance. If the Creditor exercises the Unit Conversion Option, any interest that accrued on the portion of the Principal that was converted shall be forgiven.

If the Creditor exercises the Unit Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) an any future profits received by Company that are derived from the Company’s process for the recovery of precious metals from coal ash and other materials (the “Technology”) at a basis of 1% of the Company’s net profits for every $10,000 of converted Principal. The Net Profits Interest will terminate when the Creditor receives eight times the amount of converted Principal.

In addition, if the Creditor exercises the Unit Conversion Option, the Company will use its best efforts to ensure that a director nominated by the Creditor is appointed to the Company’s Board of Directors. If the Creditor does nominate such director, the Company will by allowed to nominate and appoint an additional director to the Company’s Board of Directors.

Under the terms of the Loan and Joint Venture Agreement, GJS has agreed to form a joint venture with the Company (the “Joint Venture”) for the purpose of constructing and operating a processing plant at a new facility that will utilize the Company’s Technology. The Joint Venture, will involve the Company and the Creditor forming a limited liability company (“Newco”) to operate the Joint Venture and ownership of Newco would be split equally between the Company and the Creditor. In addition, the Creditor would advance $250,000, plus up to 15% for contingencies, to Newco to fund the initial construction and operation costs of the Joint Venture.

The Creditor represented that it was not a "US Person" as that term is defined by Regulation S of the Securities Act of 1933, as amended.

The foregoing description of the Loan and Joint Venture Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Loan and Joint Venture Agreement attached as Exhibit 10.1 hereto.

SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS

ITEM 9.01             FINANCIAL STATEMENTS AND EXHIBITS.

(d)             Exhibits

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ROYAL MINES AND MINERALS CORP.

Date: April 20, 2014

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