Statement of Beneficial Ownership (sc 13d)
October 04 2016 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ROYAL MINES AND MINERALS CORP.
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE PER
SHARE.
(Title of Class of Securities)
78033P 10 1
(CUSIP Number)
GREGG SEDUN
GJS CAPITAL CORP.
1500-1040
West Georgia Street
Vancouver, BC V6E 4HB
Tel: (604) 790-5339
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 23, 2016
(Date of Event
Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g)
check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however,
see
the Notes).
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(1)
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Names of Reporting
Person:
GREGG SEDUN
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(2)
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Check the Appropriate Box if a
Member of a Group (
See
Instructions)
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a. [ ]
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b. [X]
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(3)
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SEC Use Only:
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(4)
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Source of Funds (See
Instructions):
OO
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(5)
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Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or
2(e):
N/A
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(6)
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Citizenship or Place of
Organization:
CANADA
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Number of Shares Beneficially by Owned by Each Reporting Person
With:
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(7)
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Sole Voting
Power:
N/A
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(8)
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Shared Voting
Power:
15,065,570 common shares
(1)
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(9)
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Sole Dispositive
Power:
N/A
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(10)
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Shared Dispositive
Power:
15,065,570 common shares
(1)
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(11)
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Aggregate Amount Beneficially
Owned by Each Reporting Person
15,065,570 common shares
(1)
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(12)
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (
See
Instructions):
Not
Applicable
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(13)
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Percent of Class Represented by
Amount in Row (11):
6.2%
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(14)
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Type of Reporting Person (
See
Instructions):
IN
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Note:
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(i)
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The number of shares listed as beneficially owned by Mr.
Sedun consists of: 15,065,570 common shares held by GJS Capital
Corp.;
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Page 2 of 8
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1.
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Names of Reporting
Person:
GJS CAPITAL CORP.
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2.
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Check the Appropriate Box if a Member of a
Group (
See
Instructions)
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a.[ ]
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b.[X]
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3.
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SEC Use Only:
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4.
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Source of Funds (See
Instructions):
WC
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5.
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Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or
2(e):
N/A
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6.
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Citizenship or Place of
Organization:
British
Columbia
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Number of Shares Beneficially by Owned by Each Reporting Person
With:
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7.
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Sole Voting
Power:
N/A
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8.
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Shared Voting
Power:
15,065,570 common shares
(1)
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9.
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Sole Dispositive
Power:
N/A
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10.
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Shared Dispositive
Power:
15,065,570
common shares
(1)
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11.
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Aggregate Amount Beneficially Owned by Each
Reporting Person:
15,065,570 common
shares
(1)
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12.
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (
See
Instructions):
Not Applicable
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13.
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Percent of Class Represented by Amount in Row
(11):
6.2%
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14.
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Type of Reporting Person (
See
Instructions):
CO
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Note:
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(1)
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The number of shares listed as beneficially owned by GJS
Capital Corp. consists of 15,065,570 common shares held directly by GJS
Capital Corp.
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Page 3 of 8
ITEM
1.
SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D
Statement relates is common stock, $0.001 par value per share, of
ROYAL MINES
AND MINERALS CORP.
(the “Issuer”). The principal executive office of the
Issuer is located at 2580 Anthem Village Dr. Henderson, NV 89052.
ITEM
2.
IDENTITY AND BACKGROUND
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(a)
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This Schedule 13D is being filed by:
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(i)
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Gregg Sedun, an individual; and
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(ii)
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GJS Capital Corp., an British Columbia Company
(“GJS”);.
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Each of the forgoing may be referred to individually in
this information statement as a “Reporting Person”, and collectively as
the “Reporting Persons”.
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(b)
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The principal business address for each of the Reporting
Persons is 1500-1040 West Georgia Street
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(c)
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Vancouver, BC V6E 4HB.
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(d)
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The principal business of GJS is investing in businesses
and securities. Mr. Sedun is an Vancouver businessman at the business
address identified under Item 2(b) of this information
statement.
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(e)
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No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
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(f)
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No Reporting Person has, during the last five years, been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where, as a result of such proceeding, the
Reporting Person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
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(g)
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GJS was formed under the laws of the State of British
Columbia. Mr. Sedun is a citizen of Canada.
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ITEM
3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Loan Settlement
On September 23, 2016, the Issuer entered into an amended and
restated loan and joint venture agreement (the “Amendment Agreement”) with GJS
and Gregg Sedun. The Amendment Agreement replaces in its entirety the original
loan and joint venture agreement (the “Original Agreement”) dated April 16,
2014, between the Issuer and GJS. Under the terms of the Amendment Agreement,
the issuer issued 15,065,570 shares of the Issuer’s common stock to GJS as part
of the terms of the settlement of $329,000 in outstanding indebtedness.
ITEM
4.
PURPOSE OF TRANSACTION.
The securities beneficially owned by the Reporting Persons were
acquired for investment purposes.
The Reporting Persons may, in the future, exercise the warrants
and the options held by them. In addition, the Reporting Persons may, from time
to time, acquire additional securities of the Issuer and retain or sell all or a
portion of the Issuer’s securities held by the Reporting Persons in open market
transactions or in privately negotiated transactions.
As of the date hereof, and except as otherwise disclosed
above,
the Reporting Persons do not have any plans or proposals which
relate to or would result in:
Page 4 of 8
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(a)
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the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
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(b)
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an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
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(d)
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any change in the present board of directors or
management of the Issuer including any plans or proposals to change the
number of term of directors or to fill any existing vacancies on the
board;
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(e)
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any material change in the present capitalization or
dividend policy of the Issuer;
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(f)
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any other material change in the Issuer’s business or
corporate structure;
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(g)
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changes in the Issuer’s Articles of Incorporation or
other actions which may impede the acquisition of control of the Issuer by
any person;
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(h)
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causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association;
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(i)
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a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or
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(j)
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any action similar to any of those enumerated
above.
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ITEM
5.
INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate
Beneficial Ownership:
As of the date of this Report, the
Reporting Persons beneficially owned the following securities of the Issuer:
Name
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Title of Security
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Amount
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Percentage of Shares of
Common
Stock
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Gregg Sedun
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Common Stock
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15,065,570
(1)
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6.2%
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GJS Capital Corp.
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Common Stock
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15,065,570
(1)
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6.2%
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*
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Under Rule 13d-3, a beneficial owner of a security
includes any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i)
voting power, which includes the power to vote, or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or
direct the disposition of shares. Certain shares may be deemed to be
beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition,
shares are deemed to be beneficially owned by a person if the person has
the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned
by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the person’s actual
ownership or voting power with respect to the number of shares of common
stock actually outstanding on the date of this Schedule 13D Statement. As
of September 30, 2016, the Issuer had 243,859,204 shares of common stock,
issued and outstanding.
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(1)
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The number of shares listed as beneficially owned by Mr.
Sedun and GJS consists of 15,065,570 common shares held directly by GJS
Capital Corp:
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(b)
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Power to Vote and Dispose of the Issuer
Shares:
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Page 5 of 8
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Gregg Sedun may be deemed to share voting and dispositive
power with respect to all of the securities of the Issuer beneficially
owned by the Reporting Persons.
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(c)
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Transactions Effected During the Past 60
Days:
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The information required by this Item 5(c) is provided in
Items 3 and 4 of this information statement.
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(d)
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Right of Others to Receive Dividends or Proceeds of
Sale:
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No person has the right to receive or the power to direct
the receipt of dividends or the proceeds from the sale of the Shares other
than the Reporting Persons.
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(e)
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Date Ceased to be the Beneficial Owner of More Than
Five Percent:
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Not Applicable.
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ITEM
6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Under the terms of the Amendment Agreement, GJS 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 Issuer settled $329,000 in
outstanding indebtedness in exchange for 15,065,570 shares of common stock of
the Issuer. Also, the Issuer has agreed to transfer 1,400,000 of its 1,600,000
common shares of Gainey Capital Corp. to GJS. GJS 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, GJS
may elect to receive units (each a “Unit") of the Issuer 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 Issuer’s common stock and one warrant to purchase an additional
share of the Issuer's common stock at a price of $0.10 per share for two years
from the date of issuance. If GJS exercises the Unit Conversion Option, GJS will
forgive the interest that that accrued on the converted portion of the
Principal.
If GJS exercises the Unit Conversion Option, GJS will receive a
net profits interest (the “Net Profits Interest”) on any future profits received
by Issuer that are derived from the Issuer’s process for the recovery of
precious metals from coal ash and other materials (the “Technology”) on the
basis of 1% of the Issuer’s net profits for every $10,000 of converted
Principal. The Net Profits Interest will terminate when GJS receives eight times
the amount of converted Principal.
The Issuer also agreed that in circumstances where Mr. Sedun
introduces sub-licensees or joint venture partners (“Partners”) to the Issuer
for the purpose of using the Issuer’s Technology, the Issuer shall pay 20% of
the net cash proceeds received by the Issuer from the Partners (the “Partnership
Interest”) to Mr. Sedun. The Issuer is under no obligation to enter into an
agreement or terminate any future agreement with any Partners.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
1.
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Loan and Joint Venture Agreement dated April 16, 2014,
between Royal Mines and Minerals Corp. and GJS Capital
Corp.
(1)
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2.
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Amended and Restated Loan and Joint Venture Agreement
dated September 23, 2016, between Royal Mines and Minerals Corp. and GJS
Capital Corp.
(2)
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3.
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Joint Filing Agreement between Gregg Sedun and GJS
Capital Corp.
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(1)
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Filed as an exhibit to our Current Report on Form 8-K
filed with the SEC on April 21, 2016 (SEC Accession No. 0001062993-14-
002297).
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(2)
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Filed as an exhibit to our Current Report on Form 8-K
filed with the SEC on September 28, 2016 (SEC Accession No. 0001062993-
16-011577).
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Page 6 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
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GJS CAPITAL CORP.
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Dated:
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October 4, 2016
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By:
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/s/ Gregg Sedun
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Gregg Sedun, Director
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Dated:
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October 4, 2016
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/s/ Gregg Sedun
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GREGG SEDUN
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Page 7 of 8
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the shares of common stock of
ROYAL MINES
AND MINERALS CORP
. beneficially owned by each of them and further agree that
this Joint Filing Agreement may be included as an Exhibit to such joint
filings.
In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 4
th
day of October,
2016.
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GJS CAPITAL CORP.
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Dated:
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October 4, 2016
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By:
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/s/
Gregg Sedun
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Gregg Sedun, Director
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Dated:
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October 4, 2016
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/s/ Gregg Sedun
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GREGG SEDUN
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Royal Mines and Minerals (CE) (USOTC:RYMM)
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