RYMM Royal Mines and Minerals Corp (CE)

On September 23, 2016, Royal Mines and Minerals Corp. (the “Company”) entered into an amended and restated loan and joint venture agreement (the “Amendment Agreement”) with GJS Capital Corp. (the "Creditor") and Gregg Sedun (the “Consultant”). The Amendment Agreement replaces in its entirety the original loan and joint venture agreement (the “Original Agreement”) dated April 16, 2014, between the Company and the Creditor.

Under the terms of the Amendment Agreement, the Creditor has agreed to extend the previously advanced $150,000 Loan (the “Principal”). The loan bears interest at a rate of 6% per annum, compounded annually and now has a maturity date of December 31, 2016 (the “Maturity Date"). The Company settled $329,000 in outstanding indebtedness in exchange for 15,065,570 shares of common stock of the Company. Also, the Company has agreed to transfer 1,400,000 of its 1,600,000 common shares of Gainey Capital Corp. to the Creditor. 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.

At any time prior to the Maturity Date, on 65 days’ notice, 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 two years from the date of issuance. If the Creditor exercises the Unit Conversion Option, the Creditor will forgive the interest that that accrued on the converted portion of the Principal.

If the Creditor exercises the Unit Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) on 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”) on the 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.

The Company also agreed that in circumstances where the Consultant introduces sub-licensees or joint venture partners (“Partners”) to the Company for the purpose of using the Company’s Technology, the Company shall pay 20% of the net cash proceeds received by the Company from the Partners (the “Partnership Interest”) to the Consultant. The Company is under no obligation to enter into an agreement or terminate any future agreement with any Partners.

The preceding description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement attached as Exhibit 10.2 hereto.