ROYAL MINES & MINERALS CORP

ROYAL MINES & MINERALS CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

On 23 September 2016 the company replaced its April 2014 loan and joint venture agreement with GJS Capital with an amended one. The $150,000 loan stays at 6% but is extended to 31 December 2016, and GJS can still convert it at $0.05 per unit. The company issued 15,065,570 shares to settle $329,000 of debt, and agreed to transfer 1,400,000 of its 1,600,000 Gainey Capital shares to GJS. It also agreed to pay consultant Gregg Sedun 20% of net cash proceeds from any sub-licensees or joint venture partners he introduces. The filing does not mention the 50/50 joint venture from the original agreement; it says only that the original agreement is replaced in its entirety. This extends the GJS thread, dilutes shareholders, and gives away most of the Gainey shares received in 2013.

capital raising announcement

On 10 July 2014 the company signed a non-binding letter of intent with Lafarge North America to form a joint venture to commercialise its process for recovering precious metals from coal ash. Lafarge will provide a technician (up to 50 hours a month until 31 December 2014) and lab facilities at its own cost, and in return gets an exclusive right, subject to royalties, to use the technology at 28 coal-fired power stations under contract with it, up to 7 more to be identified, and at sites where it stores coal by-products. The venture still needs due diligence and a definitive agreement, the letter ends 31 December 2015, and the company must give Lafarge a business plan by 31 January 2015. This is a new potential partner for the coal ash technology, but no money or binding venture is in place yet.

material agreement

On 16 April 2014 the company signed a convertible loan with Bruce Matheson for up to $250,000 (of which $100,000 was advanced), at 6% interest, maturing 1 April 2015 and convertible into units at $0.05. If the full $250,000 is advanced and not converted, he may forgive the loan in exchange for an option to form a 50/50 joint venture for a plant using the company's coal ash metal recovery process, with him advancing $250,000 to the venture. The filing does not say whether Bruce Matheson is related to CEO Kenneth Ian Matheson.

material agreement

On 16 April 2014 the company took a $150,000 loan, already advanced, from GJS Capital Corp. at 6% interest, maturing 31 August 2014 and convertible into units at $0.05. If converted, GJS gets a net profits interest of 1% per $10,000 converted (ending at 8 times the converted amount) and may nominate a director. GJS also agreed to form a 50/50 joint venture company to build and operate a processing plant using the company's technology, with GJS advancing $250,000 plus up to 15% for contingencies.

material agreement

On 18-19 November 2013 the company issued 27,220,000 units at $0.05 for $345,000 cash plus settlement of $1,016,000 of debt, each with a share and a warrant to buy another share at $0.10 for two years. Most of the debt settlement went through the 18,100,000-unit placement to directors, officers and their associates ($855,000 of debt). The company also agreed to give cash subscribers a net profits interest of 1% for each $10,000 of cash paid in future profits from its leaching technology, subject to definitive agreements. This dilutes existing holders and puts a profit claim on the technology.

capital raising announcement

On 27 September 2013 the company released Golden Anvil from $983,055 of secured debt, which includes the $600,000 loan from August 2010. In exchange it received 2,000,000 shares of Gainey Capital Corp., issued as part of Golden Anvil's asset purchase deal with Gainey. This ends the Golden Anvil relationship: the 2009 letter of intent, toll processing agreement, the 2010 loan and the memorandum of understanding are all terminated. The Gainey shares are released from escrow in stages through October 2016 and cannot be traded before 2 October 2014. The joint venture the 2010 loan was meant to lead to did not materialise as described in the filing.

material agreement termination

On 14 June 2012 the company agreed with Phoenix PMX LLC that it would provide up to $600,000, in $100,000 monthly tranches from 20 June 2012, to set up pilot plants in Scottsdale and Phoenix using the company's Cholla Process for recovering gold from fly ash. Each tranche is a note payable after 180 days at 8% interest and convertible into units at $0.05 in the first three months. Phoenix PMX gets 80% of after-royalty gold sale proceeds until it recovers its advances, then 60%. It also gets the right to provide $5,000,000 for a full-scale plant if the pilot reaches commercial operation, and a first right on future plants needing up to $10,000,000 for 36 months. Shareholders would share gold revenue with this funder.

material agreement

Late January 2012 brought several moves: 350,000 option shares were issued under the 2007 Clark County claims option agreements (5th anniversary payment); 2,742,789 foreign units ($137,139) and 9,000,000 insider-linked units ($450,000) were sold at $0.05 with $0.10 two-year warrants; and 640,000 shares were issued to consultant James Mack for services. The company also cancelled 18,000,000 warrants held by E-Ore Holdings LLC by agreement, and extended expiry of its outstanding 2009 and 2010 $0.10 warrants to February and January 2013. A four-week, $10,000 consulting agreement with Alvin Snaper covers moving the Cholla Project from bench scale to a 1,000 lb per hour plant in Scottsdale and Phoenix.

capital raising announcement

On 13 July 2011 the company issued 23,020,000 units at $0.05 for $1,151,000 in total, each with a share and a warrant to buy another share at $0.10 for two years. In the US placement, 21,700,000 units were issued for $500,000 cash and $585,000 of debt settlement; 1,320,000 units went to corporations owned by insiders or their associates to settle $66,000 of debt. This dilutes existing holders and continues the debt-for-equity pattern.

capital raising announcement

On 18 January 2011 the company issued 32,070,000 units at $0.05 for $1,603,500 in total, each with a share and a warrant to buy another share at $0.10 for two years. The consideration included cash and settlement of debt: the 19,320,000-unit insider placement covered $936,000 of debt for $30,000 cash, and the foreign placement settled $12,500 of debt. Directors, officers and their associates took the 19,320,000-unit insider placement. This dilutes existing holders and continues the pattern of settling debts with equity.

capital raising announcement

On 25 August 2010 the company signed a loan agreement under which it advanced $600,000 to Golden Anvil, SA de CV so it could refurbish and relocate its mineral processing plant in Nayarit, Mexico. The loan carries no interest, matures 31 December 2011 and is to be secured by Golden Anvil's equipment and mineral claims. The filing says Golden Anvil's concentrates are processed at the company's Phoenix, Arizona facility, and that a memorandum of understanding for a joint venture is in final negotiation but not assured. If a joint venture is concluded the loan may be converted into a contribution to it.

material agreement

On 31 January 2010 the company sold 29,455,500 units at $0.05 each for $1,472,775 in three private placements (US $80,000; foreign $192,775; a Section 4(2) placement $1,200,000). Each unit has one share and one warrant to buy another share at $0.10 for two years, so existing holders are diluted. Each placement is only part of a larger approved offering ($300,000 US, $200,000 foreign, $1,500,000 Section 4(2)), and the filing says the remainder may not be completed.

capital raising announcement

On 24 March 2009 the company licensed its thiourea technology to Greene Lyon Group, LLC for five years, exclusive for extracting precious metals from recycled electronic scrap in North America. GLG pays the greater of $5,000 a year or 2% of the value of metals recovered. This is the first licensing of the technology acquired in the Royal Mines deal.

material agreement

The Royal Mines acquisition closed on 5 October 2007, with a second merger on 6 October renaming the company Royal Mines And Minerals Corp. It issued 32,183,326 shares to Royal Mines holders (about 69.7% of the company), Epp's 23,500,000 shares were cancelled for $23,500, and the company gained the Piute Valley Lakebed Claims, the leaching technology and a planned (not yet formalised) 51/49 Iron King tailings venture with Iron King Reclamation LLC. This completes the merger announced in September.

business combination

The company confirmed the merger agreement with Royal Mines Inc., a private Nevada exploration company with an interest in 25 mineral claims south of Searchlight, Nevada and a thiourea ore-leaching technology. It also said it plans a second merger to change its name to Royal Mines And Minerals Corp. The board also amended two planned private placements (US and foreign) to 7,500,000 units each, with half a warrant at $1.25 per share; no units had been sold yet and completion is not assured.

business combination

The company, then named Centrus Ventures Inc., agreed on 24 September 2007 to merge with Royal Mines Inc., issuing one share for each of Royal Mines' 32,183,326 shares, with closing expected around 5 October 2007. Kevin Epp is to give up 23,500,000 of his shares for $23,500 and be replaced as sole officer and director by William Charles Tao; this follows Epp's earlier role as the company's president and insider.

business combination