LICENSE
AGREEMENT
THIS AGREEMENT
made as of the 12th day of
August , 2009.
BETWEEN:
BRECHEISEN COMPANY,
INC. , a Kansas
corporation, KEITH D. BRECHEISEN and
LORNA J. BRECHEISEN , all having an address at P.O.
Box 19248, Jean, NV 89019, Tel: (702) 874-1625 / Fax: (702)
874-1645;having
(collectively hereinafter
referred to as the "Licensors" )
OF THE FIRST PART
AND:
ROYAL MINES AND MINERALS
CORP. , a Nevada
corporation, having its principal place of business located at
Suite 112, 2580 Anthem Village Dr., Henderson, NV 89052;
(hereinafter referred to as the
"Licensee" )
OF THE SECOND PART
WHEREAS:
A.
The Licensors have developed a formula and process for the recovery
of encapsulated metals from ore known as low temperature chemical
fusion (hereinafter referred to as the "Process"); and
B. The
parties wish that the Licensors grant a license to the Licensee to
utilize the Process and to operate Plants in the Designated
Territory (as hereinafter defined) on the terms and conditions
hereinafter set forth.
NOW THEREFORE
in consideration of the sum of
$1.00, the receipt and sufficiency of which is acknowledged, and of
the mutual covenants and agreements hereinafter provided, the
parties have agreed and to hereby agree as follows:
1.
INTERPRETATION
1.01
Definitions . In this Agreement and in any schedules or
amendments hereto, the following terms shall have the following
meanings:
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(a)
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"Affiliated", for the purposes of
this agreement, a company will be affiliated with the Licensee if
it is controlled by the Licensee or its directors or officers or
has directors or officers in common with the Licensee;
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(b)
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"Designated Territory" means the
geographical areas of Maricopa County, Arizona and Clark County,
Nevada;
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(c)
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"End Products" means gold,
silver, platinum and other metals produced from ore;
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(d)
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"Gross Revenue" means all revenue
received or accrued by the Licensee earned from the application of
the Process or the sale of End Products from the application of the
Process by the Licensee within the Designated Territory;
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(e)
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"Gross Revenue Royalty" means a
royalty equal to eight (8%) percent of Gross Revenue.
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(f)
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"Plants" means the Licensee's
existing mineral processing plant in Maricopa County, Arizona and
any other plants the Licensee may construct in Maricopa County,
Arizona or Clark County, Nevada; and
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(g)
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"Process" means the formula and
process for low temperature chemical fusion as disclosed to the
Licensors by the Licensee.
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2.
APPOINTMENT AS LICENSEE
2.01
Grant of License Rights . Subject to the provisions herein
and for the duration of this Agreement,the Licensors hereby grant
to the Licensee the exclusive right and license to utilize and
apply the Process in its Plants within the Designated Territory and
for processing ores, regardless of the place of origin, in such
plants.
2.02
Sub-Licensing . With the exception of companies Affiliated
with the Licensee, the Licensee is not authorized to grant
sub-licenses without the written approval of the
Licensors.
3.
ROYALTY PAYMENTS
3.01
Royalties . As consideration for the license of rights
hereby granted, the Licensee shall pay to the Licensors the Gross
Revenue Royalty. The Gross Revenue Royalty shall be paid to the
Licensors within 30 days of the completion of each calendar
month.
3.02
Financial Statements . The Licensee shall provide to the
Licensors financial statements and other documentation disclosing
the amount of Gross Revenues from the use of the Process. The
financial statements and other documentation shall be delivered to
the Licensors within 120 days of the Licensee's fiscal year end.
The Licensee shall grant, and does hereby grant, to the Licensors
the right to have its duly authorized representatives attend at the
premises of the Licensee during normal working hours to examine the
financial records of the Licensee for the purpose of verification
of the Gross Revenues, as and when the Licensors advise the
Licensee in writing of its intention to seek such access. The
Licensors shall deliver to the Licensee written notice of their
desire to review the Licensee's financial records relating to this
Agreement, which written notice shall be delivered to the Licensee
in accordance with Section 7.06 herein and no less than ten (10)
business days prior to the date of such review by the Licensors.
Any review shall be at the expense of the Licensors. The Licensors
shall only have the right to conduct such a review once during any
12 month period.
3.03
Adjustment . The parties hereto agree that within fifteen
(15) business days of the delivery of the financial statements and
other relevant documentation, the parties shall, if required,
adjust the amount of the royalty payments paid by the Licensee to
the Licensors pursuant to paragraph 3.01 herein. If the Licensee
has overpaid the Licensors, the Licensors shall reimburse the
Licensee within fifteen (15) days of receipt of notice of such
overpayment. If the Licensee has underpaid the Licensors, the
Lic
