Golden Phoenix Completes Note Settlement With Win-Eldrich for 2%Ashdown Royalty, 3 Million Shares WEX Stock, 1.25 Million Shares ofAmerican Mining Corporation; Board Seat on WEX
SPARKS, NV, Aug 18, 2011 -- Golden Phoenix Minerals, Inc. (the "Company") (OTCBB: GPXM)is pleased to announce that on August 14, 2011, it entered into adefinitive Termination, Settlement and Release Agreement withWin-Eldrich Gold, Inc. ("WEG") and Win-Eldrich Mines Limited, parentcompany of WEG ("WEX") to settle an outstanding $4.2 million PromissoryNote (the "Note") owed to Golden Phoenix in exchange for a 2% netsmelter return royalty ("NSR") on the Ashdown Project, 3 million sharesof WEX common stock, 1.25 million shares of American Mining Corporation(OTCQB: AMCM) and the right to appoint one individual to the WEX Boardof Directors.
"The completion of this Definitive Agreement establishes a solidfoundation to advance our business model with both Win-Eldrich andAmerican Mining Corporation," stated Tom Klein, CEO of Golden Phoenix."American Mining is uniquely positioned to provide production supportfor gold and silver with its milling facilities in Nevada. Its interestin the 16 to 1 mill site near our Vanderbilt and Coyote Fault propertiesat Mineral Ridge creates the potential for rapid advancement of theseprojects from exploration to development to production."
The Note being settled is that certain Series A Limited RecourseSecured Promissory Note, made by WEG in favor of Golden Phoenix, datedApril 15, 2010, in the aggregate principal amount of $4,231,925.19, plusinterest, issued to Golden Phoenix in exchange for its interest in theAshdown Project. Under the terms of the Definitive Agreement, GoldenPhoenix will forgive, release and forever discharge any and allobligations and liabilities of WEG under the Note and deliver theoriginal Note to WEG for cancellation in consideration for the followingterms and conditions:
- 2% perpetual NSR on Ashdown Project/property in favor of Golden Phoenix, with 1% available to be purchased for $1,000,000 and the remaining 1% NSR available at a purchase price of no more than $2,000,000.
- WEX shall issue 3,000,000 shares of its common stock to Golden Phoenix, upon closing of the Definitive Agreement.
- WEG shall transfer to Golden Phoenix all of its right, title and interest to 1,250,000 shares of American Mining Corporation common stock currently held in WEG's name at a deemed valuation of
.25 per share. Such American Mining shares shall be held in trust for the benefit of Golden Phoenix, until such time as any applicable holding periods under U.S. securities laws have been duly satisfied.
- WEX shall grant and issue Golden Phoenix an irrevocable right to designate and appoint one (1) individual to serve on the Board of Directors of WEX.
- WEG shall forever release Golden Phoenix from any and all liabilities related to the Tetra and DRC matters, previously agreed to be shared.
Gary MacDonald, CEO of American MiningCorporation, comments: "We are pleased to see our mutual effortsprogress and look forward to our continuing growth with Golden Phoenix,whose royalty mining business model, coupled with our continueddevelopments of the Ashdown Project and the 16 to 1 mill site at SilverPeak, Nevada, brings us closer to implementing our business model as aprecious metals producer."
Perry Muller, President of both WEG and WEX, comments on thetransaction: "We look forward to building on the synergisticdevelopments that are unfolding between Win-Eldrich, Golden Phoenix andAmerican Mining as each company leverages its unique business modelagainst rising prices for precious and base metals."
The definitive agreement is subject to certain closing conditions,namely, necessary regulatory approvals, including TSXV approval, and isanticipated to close no later than October 31, 2011. In the event theclosing does not timely occur, the Note will continue in effect underits original terms. Further disclosure can be found in the Company'sForm 8-K filed with the SEC as of the date of this press release.
Please visit the Golden Phoenix website at:
www.goldenphoenix.us.
About Golden Phoenix: Golden Phoenix Minerals, Inc. is a Nevada-basedmining company whose focus is Royalty Mining in the Americas. GoldenPhoenix is committed to delivering shareholder value by identifying,acquiring, developing and joint venturing gold, silver and strategicmetal deposits throughout North, South and Central America. GoldenPhoenix owns, has an interest in, or has entered into agreements withrespect to mineral properties located in the United States, Canada,Panama and Peru including its 30% interest in the Mineral Ridge goldproject near Silver Peak, Nevada.
About American Mining Corporation: American Mining Corporation is a"production based" mineral exploration and mine development company thatexplores, acquires, and develops advanced stage properties. AmericanMining Corporation operates from an advanced business model, which ithas developed for the purposes of diversifying the financial riskscommonly associated with exploration and mining. Revenue from its ownmilling and refining operations are utilized to acquire and advanceadditional projects.
About Win-Eldrich: Win-Eldrich Mines Limited trades on the TSX.V and is ajunior mining development company. It currently has a historic goldproperty known as the Ashdown Mine that is fully permitted and producingmolybdenum near Denio, Nevada.
Forward Looking Statements: Information contained herein regardingoptimism related to the business, expanding exploration, developmentactivities and other such statements are "forward-looking statements"within the meaning of the Private Securities Litigation Reform Act of1995 and are subject to the safe harbors created thereby. While GoldenPhoenix believes such statements are reasonable, they are based oncurrent expectations, estimates and projections about the Company'sbusiness and are not guarantees of future performance and involvecertain risks and uncertainties that are difficult to predict. Actualresults could vary materially from the description contained herein dueto many factors including continued market prices for the Company'smineral products, domestic and international business and economicconditions, and other risk factors listed in the Company's Securitiesand Exchange Commission (SEC) filings under "risk factors" andelsewhere. The Company does not undertake any obligation to update anyforward-looking statement to reflect events or circumstances after thedate of this press release.
For More Information Contact:
Robert Ian
Director of Corporate Communications
(702) 983-0469
investor@goldenphoenix.us
Visit Golden Phoenix Minerals, Inc. Website:www.goldenphoenix.us