SOURCE: Golden Phoenix Minerals, Inc.

Golden Phoenix Minerals, Inc.

November 01, 2011 13:19 ET

Golden Phoenix Completes Note Settlement Closing With Win-Eldrich; Receives 2% Net Smelter Royalty on Ashdown Project

LAS VEGAS, NV--(Marketwire - Nov 1, 2011) - Golden Phoenix Minerals, Inc. ("Golden Phoenix") (OTCBB: GPXM) is pleased to announce that on October 31st, 2011, it completed the closing of a Termination, Settlement and Release Agreement (the "Agreement") it entered into with Win-Eldrich Gold, Inc. ("WEG") and Win-Eldrich Mines Limited, parent company of WEG ("WEX"), to settle an outstanding $4.2 million Promissory Note (the "Note") owed to Golden Phoenix for its share of the Ashdown Project.

Under the terms of the Agreement, Golden Phoenix will receive a 2% net smelter return royalty ("NSR") on the Ashdown Project, 3 million shares of WEX common stock, as approved by the TSX Venture Exchange (subject to restrictions on resale under Canadian securities laws for four months), 1.25 million shares of American Mining Corporation and the right to appoint one individual to the WEX Board of Directors.

The Note being settled is that certain Series A Limited Recourse Secured Promissory Note, made by WEG in favor of Golden Phoenix, dated April 15, 2010, in the aggregate principal amount of $4,231,925.19, plus interest, issued to Golden Phoenix for its interest in the Ashdown Project. In exchange, in addition to the consideration set forth above, Golden Phoenix has forgiven, released and forever discharged any and all obligations and liabilities of WEG under the Note.

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About Golden Phoenix: Golden Phoenix Minerals, Inc. is a Nevada-based mining company whose focus is Royalty Mining in the Americas. Golden Phoenix is committed to delivering shareholder value by identifying, acquiring, developing and joint venturing gold, silver and strategic metal deposits throughout North, South and Central America. Golden Phoenix owns, has an interest in, or has entered into agreements with respect to mineral properties located in the United States, Canada, Panama and Peru including its 30% interest in the Mineral Ridge gold project near Silver Peak, Nevada.

Forward Looking Statements: Information contained herein regarding optimism related to the business, expanding exploration, development activities and other such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to the safe harbors created thereby. While Golden Phoenix believes such statements are reasonable, they are based on current expectations, estimates and projections about the Company's business and are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description contained herein due to many factors including continued market prices for the Company's mineral products, domestic and international business and economic conditions, and other risk factors listed in the Company's Securities and Exchange Commission (SEC) filings under "risk factors" and elsewhere. The Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.

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