ex10-10.htm

[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

GOLD SUPPLY AGREEMENT

BETWEEN

GOLDEN PHOENIX MINERALS, INC.

[GOLDEN PHOENIX PANAMA S.A.]

AND

WATERTON GLOBAL VALUE, L.P.

Dated as of [*], 2011

Exhibit C - Page 2

THIS GOLD SUPPLY AGREEMENT dated as of [*], 2011,

B E T W E E N:

GOLDEN PHOENIX MINERALS, INC., a corporation organized and existing under the laws of the State of Nevada (“GPXM”),

[GOLDEN PHOENIX PANAMA S.A.], a corporation organized and existing under the laws of [Panama] (“GPXM Panama”)

(GPXM and GPXM Panama are hereinafter collectively referred to as, the “Seller”),

- and -

WATERTON GLOBAL VALUE, L.P., a limited partnership organized and existing under the laws of the British Virgin Islands

(hereinafter, the “Buyer”)

WHEREAS, GPXM owns not less than 60% of the equity or other ownership interests of GPXM Panama and GPXM manages and operates GPXM Panama and the Santa Rosa Project (as defined below);

WHEREAS, the Seller owns or holds or has an option to purchase the Santa Rosa mine (Minas Santa Rosa), consisting of the Santa Rosa gold deposit, the Alto de la Mina gold deposit and all associated Mining Rights (defined below), Mining Assets (defined below), mining properties, surface and mineral concessions, leases, rights of use, buildings and fixtures, assets, properties and equipment, located near the village of Canazas in Veraguas Province, Panama, situated approximately 300 kilometres southwest of Panama City, Panama, all as further described on Schedule 1 attached hereto (the “Santa Rosa Project”);

WHEREAS, the Seller agrees to sell and the Buyer agrees to buy all of the Refined Bullion produced or otherwise originating from the Santa Rosa Project;

WHEREAS, GPXM and the Buyer have entered into that certain senior secured gold stream credit agreement dated as of September [*], 2011 (as amended, modified, supplemented, or restated from time to time, including any predecessors thereof, the “Loan Agreement”), whereby the Buyer has agreed to make certain loans to GPXM on the terms and conditions set forth therein and subject to the conditions precedent thereto;

WHEREAS, this Agreement and the agreements and obligations of the Seller hereunder shall constitute a continuing covenant running with the land for the term set forth herein, which shall survive the repayment and termination of the Loan Agreement;

Exhibit C - Page 3

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the Seller and the Buyer, the Seller and the Buyer agree as follows:

1. DEFINITIONS

In this Agreement the following terms shall, unless otherwise defined, have the following meanings:

“Affiliate” means, with respect to a Person, (i) any partner, director, officer, ten percent (10%) or more shareholder, manager, member, employee or managing agent of that Person or that Person’s Affiliates; and (ii) any other Person (A) that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, that Person; (B) that directly or indirectly owns or holds (legally or beneficially) 10% or more of any class of voting stock or partnership, membership or other voting interest of that Person; or (C) 10% or more of the voting stock or partnership, membership or other voting interest of which is directly or indirectly owned or held (legally or beneficially) by that Person;

“Agreement”, “this Agreement”, “hereto”, “hereby”, “hereunder”, “hereof”, “herein” and similar expressions refer to this gold supply agreement and not to any particular Article, section, subsection, paragraph, clause, subdivision or other portion hereof, and includes all amendments, modifications, supplements, extensions and replacements and any and every supplemental Agreement; and the expressions “Article”, “Section”, “subsection” and “paragraph” followed by a number mean and refer to the specified Article, section, subsection or paragraph of this Agreement;

“Applicable Discount” means [*];

“Applicable Law” means, at any time, with respect to any Person, property, transaction, event or other matter, as applicable, all laws, rules, statutes, regulations, treaties, orders, judgments and decrees, and all official requests, directives, rules, guidelines, orders, policies, practices and other requirements of any Governmental Authority relating or applicable at such time to such Person, property, transaction, event or other matter, and also includes any interpretation thereof by any Person having jurisdiction over it or charged with its administration or interpretation;

“Applicable LBMA Price” means [*];

“Authorization” means any authorization, consent, approval, resolution, licence, exemption, filing, notarization or registration;

“Business Day” means any day (other than Saturday or Sunday) when banks are open for general business in Toronto, Ontario;

“Buyer’s Account” has the meaning set out in Section 4.2 of this Agreement;

“Encumbrances” means any and all liens, charges, mortgages, hypothecs, encumbrances, pledges, security interests, prior claims, royalties, taxes, proxies, preferential rights, options and third party rights or any other encumbrances of any nature whatsoever, whether registered or unregistered;

Exhibit C - Page 4

“Environmental Laws” means all federal, provincial, state, municipal, county, local and other laws, statutes, codes, ordinances, by-laws, rules, regulations, policies, guidelines, certificates, approvals, permits, consents, directions, standards, judgments, orders and other Authorizations, as well as common law, civil laws and other jurisprudence or authority, in each case, domestic or foreign, having the force of law at any time relating in whole or in part to any Environmental Matters and any permit, order, directions, certificate, approval, consent, registration, licence or other Authorization of any kind held or required to be held in connection with any Environmental Matters;

“Environmental Matters” means:

(a)

any condition, any activity, or substance, heat, energy, sound, vibration, radiation or odor that may affect any component of the earth and its surrounding atmosphere or affect human health or any plant, animal or other living organism; and

(b)

any waste, toxic substance, contaminant or dangerous good or the deposit, release or discharge of any thereof into any component of the earth and its surrounding atmosphere;

“Generally Accepted Accounting Principles” means international financial reporting standards, approved by the International Accounting Standards Board or any successor thereto (“IASB”), adopted by the Seller, as applicable, as at the date on which any calculation or determination is required to be made, provided that, in accordance with the international financial reporting standards, where the IASB includes a recommendation concerning the treatment of any accounting matter, such recommendation shall be regarded as the only international financing reporting standard;

“Governmental Authority” means the government of any nation and any state, provincial, territorial, divisional, county, regional, city and other political subdivision thereof, any tribal, aboriginal or native government or corporation, and any union or commonwealth of multiple countries, such as the European Union, in each case in which any property of Seller is located or which exercises valid jurisdiction over any such property or Person, or in which the Seller conducts business or is otherwise present, and any entity, court, arbitrator or board of arbitrators, agency, department, commission, board, bureau, regulatory authority or instrumentality of any of them exercising executive, legislative, judicial, regulatory or administrative functions that exercises jurisdiction over Seller or its properties or assets, including the Santa Rosa Project, and any securities exchange or securities regulatory authority to which Seller is subject;

“Indemnified Parties” has the meaning set out in Section 18.5 of this Agreement;

“knowledge” means, in respect of any Person, such knowledge after due and diligent inquiry;

“LBMA” means the London Bullion Market Association;

Exhibit C - Page 5

“London Good Delivery Bars” means gold bars which are defined in and meet the standards and specifications of the LBMA;

“Material Adverse Effect” means, when used with reference to any event or circumstance, any event or circumstance which has, had, or could reasonably be expected to have:

(a)

a material adverse effect on any of the business, operations, results of operations, assets, liabilities, condition (financial or otherwise) or prospects of the Santa Rosa Project or the Seller; or

(b)

a material adverse effect on the ability of the Seller to perform any obligation under this Agreement;

“Mining Assets” means all material assets and equipment owned, leased or used in the mining operations conducted on or at the Santa Rosa Project and, for greater certainty, includes the Mining Rights;

“Mining Rights” means all surface, subsurface, mineral and other real property rights, concessions and interests, including, without limitation, all fee interests, mining claims, leasehold interests, option rights, mining concessions, or participating interests or other property or proprietary interests or rights, and all related, associated or appurtenant rights and interests, in respect of the Santa Rosa Project;

“ounce” means troy ounce;

“Person” means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company, corporation or other similar entity howsoever designated, with or without share capital, body corporate, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, government or Governmental Authority or entity, however designated or constituted;

“Pricing Date” has the meaning set out in Section 3.2 of this Agreement;

“Production Notice” has the meaning set out in Section 3.2 of this Agreement;

“Properly Contested” means, with respect to any obligation of the Seller, (a) the obligation is subject to a bona fide dispute regarding the amount or the Seller’s liability to pay, (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued, (c) appropriate reserves have been established in accordance with Generally Accepted Accounting Principles, (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor result in forfeiture or sale of any assets of the Seller, and (e) no Encumbrance is imposed on any assets of the Seller;

“Purchase Price” has the meaning set out in Section 6.1 of this Agreement;

“Refined Bullion” means all and any refined gold bullion produced, derived or resulting from Unrefined Bullion originating from the Santa Rosa Project;

Exhibit C - Page 6

“Refinery” means the refinery as determined from time to time pursuant to Section 4.1 of this Agreement;

“Santa Rosa Project” has the meaning set out in the preamble to this Agreement, and for the purpose of certainty, the Santa Rosa Project includes the Mining Rights and shall include any additional, amended, replacement or supplemental concessions or properties in the same area and the addition of any adjacent or appurtenant concessions, properties, leasehold interests, claims, fee property or other real property interests;

“Security Interest” means any security interest, assignment by way of security, mortgage, charge (whether fixed or floating), hypothec, deposit arrangement, pledge, lien, royalty, encumbrance, preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing);

“Seller” means, individually and collectively, Golden Phoenix Minerals, Inc., a corporation organized and existing under the laws of the State of Nevada, and [Golden Phoenix Panama S.A.], a corporation organized and existing under the laws of [Panama] and their respective successors and permitted assigns;

“Seller’s Account” means one or more nominated bank accounts as may be agreed to by the Buyer and the Seller;

“Term” has the meaning set out in Section 13.1 of this Agreement;

“Transfer” when used as a verb, means to sell, grant, assign, convey, encumber, hypothecate, pledge or otherwise transfer or dispose of or commit to transfer or dispose of, directly or indirectly, including, without limitation, through mergers, arrangements, amalgamations, consolidations, asset sales, spin-out transactions or otherwise. When used as a noun, “Transfer” means a sale, transfer, grant, assignment, conveyance, pledge or disposal or the commitment to do any of the foregoing, directly or indirectly, including, without limitation, through mergers, arrangements, amalgamations, consolidations, asset sale, spin-out transaction or otherwise;

“U.S. Dollars” means the currency of the United States of America; and

“Unrefined Bullion” means raw or crushed ore, concentrate, doré and/or other unrefined gold.

2. SALE AND PURCHASE

2.1	The Seller hereby agrees to sell, and the Buyer hereby agrees to purchase, all Refined Bullion during the Term at the Purchase Price and otherwise subject to the terms and conditions of this Agreement.

Exhibit C - Page 7

3. NOTICE OF PRODUCTION

3.1

The Seller shall provide the Buyer with written notice no later than fifteen (15) days before the end of each month of its estimated production levels for the month including (i) tons hoisted, (ii) tons trucked to a mill, (iii) tons processed at a mill, and (iv) ounces of gold recovered at such mill in the form of doré, such estimates to be calculated in accordance with industry standards applied in a reasonable and prudent manner.

3.2

The Seller shall also provide Buyer with notice within three (3) Business Days of the end of the month of the actual number of ounces of Refined Bullion produced in that month (a “Production Notice”). Within fifteen (15) days of receipt of the Production Notice, the Buyer shall notify the Seller in writing if the Buyer intends to exercise its right to purchase such Refined Bullion (a “Purchase Notice”). The date of such notice shall be the “Pricing Date”.

4. REFINERY AND SHIPMENT

4.1

The Seller agrees and undertakes during the Term to promptly process and/or ship to a refinery any and all Unrefined Bullion upon such Unrefined Bullion being produced, and the Seller shall ship such Unrefined Bullion to a refinery in the vicinity of the Santa Rosa Project or such other refinery as agreed by the Buyer and Seller from time to time (the “Refinery”) for processing into Refined Bullion.

4.2

The Seller will ensure that any Refined Bullion produced by the Refinery and purchased by the Buyer from time to time pursuant to Section 3.2 shall be promptly credited to the Buyer’s metals account designated by the Buyer from time to time (with such account, at such institution designated by the Buyer being, the “Buyer’s Account”); for purposes of certainty, such Refined Bullion shall be credited to the Buyer’s Account no later than one Business Day after the Refinery is liable to give possession of the Refined Bullion to the Seller.

5. DELIVERY

5.1	The Refined Bullion shall be delivered to the Buyer in the form of London Good Delivery Bars, which shall conform to the stated requirements for good delivery by the LBMA.

5.2	In relation to any Refined Bullion purchased by the Buyer under this Agreement, delivery is deemed to have occurred on the day that the relevant Refined Bullion is credited to the Buyer’s Account.

6. PRICE AND PAYMENT

6.1	The purchase price per ounce for all Refined Bullion purchased by the Buyer shall be equal to: [*] (the “Purchase Price”).

6.2	The Buyer will pay for the Refined Bullion credited to the Buyer’s Account at the Purchase Price from time to time on the Business Day after the Buyer’s Account has been credited.

Exhibit C - Page 8

6.3 All payments under this Agreement shall be made in U.S. Dollars via wire transfer to the Seller’s Account.

7. INSPECTION

7.1

The Buyer and its auditors or other representatives shall, upon ten (10) days notice to the Seller and at a reasonable time during regular business hours, have the right to audit the Seller’s accounts, books, records and other information relating to mineral production, including, but not limited to, production of Unrefined Bullion, deliveries of Unrefined Bullion to the Refinery or any refinery or other purchaser and deliveries of Refined Bullion to the Buyer or any other purchaser.

7.2	If such audit determines that there has been a deficiency in any delivery of Refined Bullion made to the Buyer, such deficiency will be resolved by adjusting the next delivery due hereunder.

7.3	The Buyer will pay all the costs and expenses of such audit unless a deficiency of 5% or more of the Refined Bullion due is determined to exist, in which case the Seller will pay the costs thereof.

8. INSURANCE, TITLE AND RISK

8.1

Title and risk on the Refined Bullion shall be transferred to the Buyer from the Seller at the time the relevant Refined Bullion has been credited to the Buyer’s Account. The Seller shall convey and transfer the Refined Bullion to the Lender with good and marketable title thereto, free and clear of all Encumbrances and adverse claims of any nature or description.

8.2

The Seller shall be responsible for all costs and expenses relating to either the Unrefined Bullion or the Refined Bullion, including but not limited to mining, crushing, milling, processing, transportation, refining, warehousing, storage, customs, duties, taxes, security, and insurance, accrued, incurred or paid prior to the passing of title and risk as per Section 8.1 above.

9. TAXES, TARIFFS AND DUTIES

9.1	All taxes, tariffs, duties, customs, export or import charges and other related costs and expenses arising or incurred in relation to any Unrefined Bullion or Refined Bullion prior to delivery of the relevant Refined Bullion to the Buyer in accordance with Section 5.2 shall be borne by the Seller.

9.2	All taxes, tariffs, duties, customs, export or import charges and other related costs and expenses arising or incurred in relation to any Refined Bullion after delivery of such Refined Bullion to the Buyer in accordance with Section 5.2 shall be borne by the Buyer.

10. WARRANTY

10.1	The Seller undertakes, warrants and agrees:

(a)

not to sell, transfer, assign, convey or deliver any Refined Bullion or Unrefined Bullion originating from the Santa Rosa Project to any Person other than the Buyer, other than Refined Bullion in respect of which the Buyer has not delivered a Purchase Notice;

Exhibit C - Page 9

(b)

to deliver forthwith all Unrefined Bullion originating from the Santa Rosa Project to the Refinery, promptly upon production of the same, and to cause the Unrefined Bullion to be processed and refined to Refined Bullion forthwith upon receipt;

(c)

to convey and properly transfer to the Buyer all legal and beneficial right, title and interest in and to all Refined Bullion delivered to the Buyer, with good and marketable title thereto;

(d)

that all Refined Bullion delivered to the Buyer shall be free and clear of any and all Encumbrances and adverse claims of any nature or description; and

(e)

that all Refined Bullion delivered to the Buyer shall meet the standards and specifications of the LBMA.

10.2

If the Seller is required to enter into any refining agreement that would hinder the ability of the Seller to perform its obligations to the Buyer hereunder, the Seller agrees to notify the Buyer of such requirement promptly and without delay. The Seller and the Buyer agree to work together in good faith to amend this Agreement such that this Agreement contemplates the terms of any such refining agreement, all to the Buyer’s satisfaction.

11. REPRESENTATIONS AND WARRANTIES OF THE SELLER

11.1	The Seller hereby represents and warrants to the Buyer that the representations and warranties of the Seller set out in the Loan Agreement are true and correct in all material respects.

11.2	The Seller further agrees that:

(a)

such representation and warranties are incorporated herein by reference and form an integral part of this Agreement; and

(b)

the Buyer has the benefit of such representations and warranties as though they were contained in this Agreement.

12. COVENANTS OF THE SELLER

12.1	During the Term, the Seller covenants with the Buyer as follows:

(a)

the Seller will at all times maintain its corporate existence, obtain and maintain all Authorizations required or necessary in connection with its business, the Santa Rosa Project and to carry on and conduct its business in a reasonably proper and efficient manner;

(b)

the Seller will keep or cause to be kept proper books of account and make or cause to be made therein true and complete entries of all of its dealings and transactions in relation to its business in accordance with Generally Accepted Accounting Principles, and at all reasonable times it will furnish or cause to be furnished to the Buyer or its duly authorized agent or attorney such information relating to its operations as the Buyer may reasonably request and such books of account shall be open for inspection by the Buyer or such agent or attorney upon reasonable request;

Exhibit C - Page 10

(c)

the Seller will duly and punctually perform and carry out all of the covenants and acts or things to be done by it as provided in this Agreement;

(d)

the Seller will obtain and maintain all required governmental Authorizations, approvals, licences and permits and third party approvals and consents for development and operation of the Santa Rosa Project, including but not limited to all Authorizations required under Environmental Laws;

(e)

if and to the extent that the Seller is prevented or prohibited from carrying on any of its mining activities in respect of the Santa Rosa Project by virtue of any action, rule, decision or restriction imposed by a Governmental Authority, the Seller will diligently and in good faith pursue all commercially reasonable remedies in compliance with all Applicable Laws and as the Buyer may reasonably require from time to time;

(f)

the Seller will comply in all respects with all Applicable Law, including Environmental Laws;

(g)

the Seller will operate in such manner so as not to give rise to liabilities under any Environmental Laws;

(h)

the Seller will maintain policies of insurance with responsible carriers and in such amounts and covering such risks as are usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Seller operates;

(i)

the Seller will promptly notify the Buyer in writing upon becoming aware of: (i) any material suit, proceeding or governmental investigation pending or, to the Seller’s knowledge, threatened or any notification of any challenge to the validity of any Authorization, relating to the Seller, the Santa Rosa Project or any of the Mining Assets, (ii) any force majeure event under any document relating to the Santa Rosa Project, and (iii) any suit, proceeding, demand, claim or governmental investigation or communication pending or threatened against it;

(j)

the Seller will pay and discharge or cause to be paid and discharged, promptly when due, all taxes, assessments and governmental charges or levies imposed upon it or in respect of any of its property or assets, or upon the income or profits therefrom as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Security Interest thereupon; provided however, that it shall not be required to pay or cause to be paid any such tax, assessment, charge, levy or claim being Properly Contested;

(k)

the Seller will cause all necessary and proper steps to be taken diligently to protect and defend the Santa Rosa Project and the Mining Assets against any adverse claim or demand, including without limitation, the employment or use of counsel for the prosecution or defense of litigation and the contest, settlement, release or discharge of any such claim or demand; and

Exhibit C - Page 11

(l)

the Seller hereby covenants and agrees with the Buyer that, except with the prior written consent of the Buyer, it will not enter into or become party or subject to any dissolution, winding-up or similar transaction or proceeding.

13. TERM AND TERMINATION

13.1

Subject to Section 15.1, this Agreement shall remain in full force and effect from the date hereof and shall continue to and until the date on which the Buyer, acting reasonably, has determined that all planned and potential mining operations with respect to the Santa Rosa Project have been completed and performed, the mineral potential of the Santa Rosa Project has been exhausted, and the owner and/or operator of the Santa Rosa Project has permanently ceased mining operations with respect thereto (the “Term”). For greater certainty, delays in placing the Santa Rosa Project into commercial production, placing the Santa Rosa Project on a care and maintenance status, the suspension of operations, in whole or in part, or other delays in production or periods of inactivity, for any period of time and from time to time, whether due to a Force Majeure Event, economic factors, delays or suspension of operations due to Applicable Law or actions of Governmental Authorities, or otherwise, shall not toll this Agreement, require the Buyer to determine that mining operations have ceased, or otherwise result in the termination of this Agreement, and the Term shall be extended by an equivalent number of days during which the Santa Rosa Project was on a care and maintenance status, suspension of operations, subject to a Force Majeure event or other suspension for whatever reason.

13.2

Either party shall have the right, by providing thirty (30) days prior written notice to the other party, to terminate this Agreement if the other party commits a material breach of any of the terms and conditions of the Agreement and fails to rectify such breach within thirty (30) days following its receipt of such notice of breach from the non-breaching party. Any such termination shall be without prejudice to any rights accrued or duties arising prior to termination.

14. TRANSFERS

14.1

The Seller agrees not to directly or indirectly Transfer or enter into any agreement to directly or indirectly Transfer the Santa Rosa Project, the Mining Rights or any portion thereof or any right therein, except expressly subject to the satisfaction of all conditions set forth in this Section 14. Any Transfer or purported Transfer that does not comply with this Section 14 shall be void ab initio. The Seller shall be permitted to Transfer, directly or indirectly, in whole or in part: (i) the Santa Rosa Project, including the Mining Rights or any portion thereof or any right therein; or (ii) its rights and obligations under this Agreement, in each case only so long as the following conditions precedent set forth below are satisfied. If such conditions are satisfied in respect of a Transfer that constitutes a Transfer to a bona fide third party purchaser of the applicable part or parts of the Mining Rights (and not to a mortgagee, chargeholder, encumbrancer or surviving company after completion of a merger, arrangement, consolidation or spin-out transaction), the Seller shall be released from its obligations under this Agreement upon the completion of such Transfer. The conditions precedent are as follows:

Exhibit C - Page 12

(a)

the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to Transfer;

(b)

any purchaser, merged company, transferee, successor or assignee shall, as a condition precedent to the Transfer, agree in writing in favour of the Buyer (in form and content satisfactory to the Buyer in its sole discretion) to abide by and be bound by this Agreement and all terms, obligations and covenants contained herein;

(c)

any purchaser, merged company, transferee, successor or assignee shall, in the reasonable judgment of the Buyer, have the financial capability and commitment to advance or continue the operation and development of the Santa Rosa Project and shall otherwise be capable of performing the obligations of the Seller under this Agreement;

(d)

the Buyer, in its judgment in its sole discretion, shall not, as a result of such Transfer, suffer or be reasonably likely to suffer a material adverse effect in relation to the transactions set forth in this Agreement; and

(e)

any transferee that is a mortgagee, chargeholder or encumbrancer agrees to obtain an agreement in writing in favour of the Buyer from any subsequent purchaser or transferee of such mortgagee, chargeholder or encumbrancer that such subsequent mortgagee, chargeholder or encumbrancer will be bound by the terms of the Agreement, as applicable and to the extent possible.

14.2

The Seller may relinquish, surrender, abandon or terminate all or any part of the Mining Rights if the Seller reasonably determines that the cost of maintaining such relinquished, surrendered, abandoned or terminated Mining Rights is not justified. If the Seller acquires, reacquires, restakes or relocates any Mining Rights that cover or relate to or are contiguous with or appurtenant to any portion of the Santa Rosa Project that was released, surrendered, abandoned, terminated, lapsed or relinquished, this Agreement shall apply fully to such acquired, reacquired, restaked or relocated portion.

14.3	The Seller may enter into a joint venture with another Person or Persons with respect to the Santa Rosa Project provided that:

(a)

the Seller shall provide the Buyer with at least 30 days prior written notice of its intent to enter into a joint venture in respect of the Santa Rosa Project;

(b)

the Seller retains at least a 50% undivided interest in the Santa Rosa Project;

(c)

the Seller is at all times the operator of the Santa Rosa Project;

(d)

each joint venture counterparty agrees to sell any and all Refined Bullion attributable to it to the Buyer pursuant to the terms of this Agreement; and

(e)

each joint venture participant agrees in a document, or documents, acceptable to the Buyer, acting reasonably, with the Seller, the Buyer and any other joint venture participant to assume on a joint and several basis with the Seller all of the obligations and duties under this Agreement.

Exhibit C - Page 13

15. FORCE MAJEURE

15.1

To the extent that a failure to perform any of the obligations under this Agreement is caused by the occurrence of a Force Majeure Event, the Seller shall immediately notify the Buyer in writing and no default shall arise under this Agreement by reason of any failure of Seller to perform, or any delay in the performance of, any of its obligations under and in accordance with this Agreement to the extent that such failure to perform or delay in performance is caused by the occurrence of a Force Majeure Event. For purposes of this Agreement, “Force Majeure Event” means an act of God, riots, terrorism, acts of war, epidemics, governmental action or judicial order, earthquakes, or any other similar causes. The Term of this Agreement and Seller’s performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section.

15.2	The Seller shall give prompt written notice to the Buyer once the cause of such Force Majeure has been resolved.

15.3	It is understood that once the Force Majeure is lifted, the Seller will thereafter be required to fulfill its obligations under this Agreement in respect of any shipments taking place after the lifting of the Force Majeure.

16. NOTICES

16.1

Any notice to the Seller under the provisions of this Agreement shall be valid and effective if delivered personally, by courier or by facsimile transmission to or, if given by registered mail, postage prepaid, addressed to, the Seller at: 1675 E. Prater Way, Suite 102, Sparks, Nevada 89434, 775-853-5010, attention: Tom Klein, and shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 pm. (Toronto time) on a Business Day and otherwise on the next Business Day or on the third Business Day after such letter has been mailed, as the case may be. The Seller may from time to time notify the Buyer of a change in address which thereafter, until changed by further notice, shall be the address of the Seller for all purposes of this Agreement.

16.2

Any notice to the Buyer under the provisions of this Agreement shall be valid and effective if delivered personally, by courier or by facsimile transmission to or, if given by registered mail, postage prepaid, addressed to the Buyer at its principal office at Folio House, P.O. Box 800, Road Town, Tortola, VG1110, British Virgin Islands, Fax: (284) 494-8356/7422, Attention: Peter Poole, and shall be deemed to have been given on the date of delivery personally or by facsimile transmission if so delivered prior to 5:00 p.m. (Toronto time) on a Business Day and otherwise on the next Business Day or on the third Business Day after such letter has been mailed, as the case may be. The Buyer may from time to time notify the Seller of a change in address which thereafter, until changed by further notice, shall be the address of the Buyer for all purposes of this Agreement.

16.3	Any notice provided for in this Agreement may be waived in writing by the party entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.

Exhibit C - Page 14

17. BINDING EFFECT; COVENANT RUNNING WITH THE LAND

17.1

The parties hereto acknowledge and agree that this Gold Supply Agreement and the covenants, terms, and conditions herein contained shall constitute continuing “covenants running with the Santa Rosa Project” and that the performance of the provisions under this Agreement remain an obligation not only for the current owner, title holder, claim holder, concession holder or licencee but also of any and all Persons who subsequently acquire or receive all or any interest in the Santa Rosa Project and the Mining Rights, to the extent permitted under the laws of Panama.

17.2

Accordingly, the Seller shall at or before the execution of this Agreement deliver to the Buyer and/or the Buyer's lawyers all such documents as may be necessary to permit the Buyer to register and record this Agreement against title to the Santa Rosa Project. Legal counsel for the Seller shall assist the Buyer and/or its counsel in preparing and filing and such documents.

18. GENERAL

18.1

This Agreement embodies the final, entire agreement between the parties hereto in respect of the matters described herein and supersede any and all prior commitments, agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof and may not be contradicted or varied by evidence of prior, contemporaneous, or subsequent oral agreements or discussions of the parties hereto. There are no oral agreements among the parties hereto.

18.2

No amendment, modification, termination or waiver of any provision of this Agreement, or consent to any departure therefrom or any of the terms, conditions, or provisions thereof, shall be effective unless the same shall be in writing and signed by each of the parties hereto. Each amendment, modification, termination or waiver shall be effective only in the specific instance and for the specific purpose for which it was given.

18.3

This Agreement may be executed in any number of counterparts and by the parties on different counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement but all the counterparts shall together constitute one and the same Agreement. This Agreement may be validly executed and delivered by facsimile, portable document format (.pdf) or other electronic transmission, and delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf) or other electronic delivery (including e-mail) shall be as effective and binding as delivery of a manually executed counterpart thereof.

18.4	Time is of the essence of this Agreement.

18.5

In consideration for the Buyer entering into this Agreement, the Seller agrees to indemnify and save harmless the Buyer and its respective Affiliates, partners, officers, directors, employees, agents and controlling persons (the “Indemnified Parties”, and individually each, an “Indemnified Party”) each of the Indemnified Parties from and against any and all losses, claims, actions, suits, proceedings, damages, liabilities, taxes, obligations or expenses of whatsoever nature or kind including the aggregate amount paid in reasonable settlement of Claims and the reasonable fees, disbursements and taxes of their counsel in connection with any Claims to which an Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly this Agreement and the transactions contemplated hereby, except to the extent that any losses, expenses, claims, actions, damages or liabilities incurred by the Indemnified Party are determined by a court of competent jurisdiction to have resulted primarily from the gross negligence, wilful misconduct or fraud of such Indemnified Party.

Exhibit C - Page 15

18.6	The Seller shall obtain and use commercially reasonable efforts to keep in good standing all governmental permits and licenses, as the case may be, which are necessary for the performance of the Seller’s obligations under this Agreement.

18.7	Each of the rights and remedies of the Buyer under this Agreement is without prejudice to any other right or remedy that the Buyer may have whether under this Agreement or otherwise.

18.8

If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of this Agreement and the remainder of such provision shall continue in full force and effect.

18.9	Failure or delay by the Buyer in enforcing or partially enforcing any provision of this Agreement shall not be construed as a waiver of any of its rights under this Agreement.

18.10

Any waiver of the Buyer of any breach of, or default under, any provision of this Agreement by the Seller shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

18.11

This Agreement and all its provisions shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto; provided, that the Seller shall not Transfer this Agreement except in accordance with Section 14. The Buyer may, at any time, without the consent of the Seller, transfer or assign to its respective successors and Affiliates all or any part of this Agreement.

18.12

Nothing contained in this Agreement shall be deemed to constitute either party the partner of the other. It is not the intention of the parties to create, nor shall this Agreement be construed to create, any mining partnership, commercial partnership or other partnership or joint venture.

18.13

The Seller agrees to execute, acknowledge, notarize and deliver to the Buyer such other and further agreements, documents, certificates and instruments and do or cause to be done such other acts as the Buyer reasonably determines to be necessary or desirable to effect the intent of the parties to this Agreement or otherwise to protect and preserve the interests of the Buyer hereunder.

18.14

Notwithstanding the representation and warranty made by the Seller in Section 11.1, nothing in this Agreement shall preclude the Seller from entering into or fulfilling its obligations under any agreements to acquire additional resource properties in addition to those contemplated in Section 11.1.

Exhibit C - Page 16

19. RULE AGAINST PERPETUITIES

19.1

In the event that a court of competent jurisdiction determines that the term or any other provision of this Agreement violates the rule against perpetuities, then the term of this Agreement shall automatically be revised and reformed to coincide with the maximum term permitted by the rule against perpetuities, or such other provisions shall automatically be revised and reformed as necessary to comply with the rule against perpetuities, and this Agreement shall not be terminated solely as a result of a violation of the rule against perpetuities.

20. GOVERNING LAW AND JURISDICTION

20.1

This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Nevada and shall be treated in all respects as a Nevada contract. The parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the State of Nevada. Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court in the State of Nevada. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, any forum non conveniens defence to the maintenance of such action or proceeding in any such court. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

remainder of this page intentionally blank

Exhibit C - Page 17

IN WITNESS WHEREOF the parties hereto have executed this Agreement under the hands of their proper officers duly authorized in that behalf.

GOLDEN PHOENIX MINERALS, INC.

By: __________________________________

Name:

Title:

[GOLDEN PHOENIX PANAMA S.A.]

By: _________________________________

Name:

Title:

WATERTON GLOBAL VALUE, L.P., by the general

partner of its general partner, CORTLEIGH LIMITED

By: ________________________________

Authorized Signing Officer

[Signature Page to Gold Supply Agreement]

Exhibit C - Page 18

Schedule 1

Santa Rosa Property Description

SCHEDULES

Senior Secured Gold Stream Credit Agreement

Schedule 1.1(a)	Mining Properties; Leases; Exceptions to Title
Schedule 1.1(b)	Repayment Schedule
Schedule 1.1(c)	Santa Rosa Acquisition Agreement (attachment)
Schedule 1.1(d)	Security Documents (attachments)
Schedule 1.1(e)	Material Contracts
Schedule 1.1(f)	Liens
Schedule 6.1(g)	Audited Financial Statements (attachment)
Schedule 7.1(a)	Credit Party Jurisdictions
Schedule 7.1(w)	Tax Liability
Schedule 7.1(x)	Corporate Structure; Equity Securities; Partnerships/Joint Ventures
Schedule 7.1(aa)	Debt
Schedule 7.1(cc)	Litigation
Schedule 7.1(dd)(i)	Credit Party Offices; Account Debtors; Tangible Property Storage
Schedule 7.1(dd)(ii)	Authorizations
Schedule 7.1(dd)(iii)	Trademarks; Tradenames; Copyrights and Patents
Schedule 7.1(dd)(iv)	Actions or Suits By or Before Governmental Entity
Schedule 7.1(dd)(v)	Agreements with Breach Provisions Causing Material Adverse Effect
Schedule 7.1(dd)(vi)	Labour Agreements
Schedule 7.1(dd)(vii)	Bank Accounts
Schedule 7.1(gg)	Broker’s or Finder’s Fees
Schedule 7.1(jj)	Affiliate Transactions
Schedule 7.1(ll)	Project Permits
Schedule 8.1(m)	Insurance Coverage of Credit Parties

Schedule 1.1(a) Mining Properties; Leases; Exceptions to Title

Mining Properties

Nevada Properties and Projects

Joint Venture Interest in Mineral Ridge LLC, Esmeralda County, Nevada

We currently own a 30% interest in the Mineral Ridge Mine via our joint venture project with Scorpio Gold (US) Corp (“Scorpio US”). The Mineral Ridge Mine is located four miles northwest of the town of Silver Peak and thirty-two miles west of Tonopah in Esmeralda County, Nevada. Subsequent to the formation of the joint venture with Scorpio US, the land package was increased significantly by means of Scorpio US staking additional claims and contributing the same to the joint venture. The property consists of 54 patented and 486 unpatented mining claims totaling nearly 10,000 acres. The property is accessed on the east side from state highway 265 and on the west side from a well-maintained gravel road. Heavy trucks access the site from the west entrance by way of state highway 264, which connects to state highway 773 and US highway 6. Also included are 3 private land parcels, which are located outside the main Mineral Ridge mine area. These are the abandoned Blair town site, the Silver Peak mill site, and deeded land west of Mineral Ridge over certain springs. These private lands total about 430 acres. The total combined acreage is equal to approximately 10,404 acres or about 16.26 square miles, compared to 6.78 square miles prior to completion of the joint venture.

Because the book value of the Company’s initial investment in the Mineral Ridge LLC, which was comprised of liabilities in excess of assets, was recorded as a transfer to a related party and recorded as an increase to additional paid-in capital, and because the Company has no obligation to contribute capital to fund the operations of the Mineral Ridge LLC, the carrying value of the investment is recorded at zero. In accordance with ASC Topic 323, the Company has not recorded its share of the Mineral Ridge LLC net loss for the periods subsequent to March 10, 2010, the date of formation of the Mineral Ridge LLC, because its investment has been reduced to zero and the Company has neither guaranteed obligations of nor otherwise committed to provide further financial support for the Mineral Ridge LLC.

The following presents summary unaudited financial information for the Mineral Ridge LLC as of June 30, 2011:

Current assets	$	5,535,159
Property, plant and equipment		10,733,042
Mineral property		15,795,118
Restricted funds – reclamation obligations		5,797,293
Total assets		37,860,612
Current liabilities		(6,975,241	)
Asset retirement obligation		(3,143,758	)
Members’ Equity	$	27,741,613

The Mineral Ridge LLC recorded certain assets, including property, plant and equipment and mineral properties, at estimated fair value upon formation of the Mineral Ridge LLC. Scorpio US has contributed all capital to fund operations and development, and for the reasons discussed above, the Company has recorded its investment in the Mineral Ridge LLC as of June 30, 2011 and December 31, 2010 at zero, based on historical cost. As a result, the Company’s 30% share of the members’ equity balance presented in the above summary financial information as of June 30, 2011 differs from the Company’s book value of its investment in the Mineral Ridge LLC.

On October 21, 2010, Scorpio Gold closed a debt financing transaction for up to an aggregate principal amount of $12 million (the “Scorpio Financing”), with the use of proceeds from the Scorpio Financing being designated to finance the Mineral Ridge project. The lender in the Scorpio Financing, Waterton Global Value, L.P. (“Lender”), required, among other things, certain agreements evidencing, guaranteeing and securing the Scorpio Financing, including a pledge of all of the assets and properties held by the Mineral Ridge LLC.

In connection with the Company’s $1 million bridge loan agreement with Waterton dated August 3, 2011, and this $15.5 million Senior Secured Gold Stream Credit Facility, a further encumbrance has been granted to Waterton on the Company’s interest in the Mineral Ridge project. In consideration of Scorpio’s consent thereto, the Company agreed to release the prior net profits royalty interest recorded against the Mineral Ridge properties in place in the event of default by Scorpio Gold as well as terminate the right of first refusal in furtherance of the mutual security interests granted by both Scorpio US and the Company.

Duff Claims Block, Humboldt County, Nevada

The Company owns the Duff claims block comprised of 103 mineral claims located along the western flank of the Pine Forest Range, 20 miles south of Denio, Humboldt County, Nevada. The claims block, which was acquired in 2007, extends from Oakly Canyon south of the Ashdown Mine to the border of the Blue Lake Wilderness Study Area. Metals historically mined in the general region include gold, molybdenum copper, tungsten and antimony.

The major mine feature of the Duff claims is the Adams Mine, which at one time produced silica. However, there are historical reports that substantial gold was also extracted from the quartz rock. Gold has also been mined in the Vicksburg, Ashdown and Cherry Creek canyons to the north, and Leonard Canyon to the south of the Duff claims.

The Duff claims block has no historical cost basis to the Company for accounting purposes; therefore, no amounts related to this mineral property are included in the Company’s financial statements.

Mhakari Properties, Esmeralda County, Nevada

In July of 2010, the Company entered into two separate agreements with Mhakari Gold (Nevada), Inc. (“Mhakari”), an Asset Purchase Agreement and an Option Agreement, which provide the Company the ability to acquire an 80% interest in each of the historic Vanderbilt silver/gold mine and Coyote Fault gold and silver project, both in Esmeralda County, Nevada. Payments of cash, issuance of shares and warrants, and obligations to fulfill certain work commitments are required in order for the Company to acquire its 80% interest in these properties, details of which are set forth in Schedule 1.1(e) – Material Contracts.

Vanderbilt/Galena Flats

The Vanderbilt/Galena Flats property is within 4 miles of the town of Silver Peak, Nevada and Hwy 265 via Coyote Road. It is comprised of 67 unpatented claims and 1 patented claim located on the southern flank of Mineral Ridge within the Silver Peak Range. This group of properties lies within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east. As previously noted, Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010 and resulting in average grades of 2.1 g/t gold and 58.6 g/t silver. Phase II exploration and mapping program (below ground) in the old mine workings was completed during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin in the second half of 2011.

Coyote Fault/ Coyote Fault Extension

The Coyote Fault/ Coyote Fault Extension claims are within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road. They are comprised of 110 contiguous claims and are also located in the middle of the Walker Lane tectonic belt with Sierra Block uplift to the west and the Basin and Range to the east. The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range. Phase I geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group (38 claims) in December, 2010, which identified a new potential gold exploration target. Geological mapping of the Coyote Extension claim group (72 claims) is planned for late 2011.

Canadian Properties

Northern Champion Property, Ontario, Canada

The Northern Champion Property is approximately 880 acres in Griffith and Broughham Townships in the Province of Ontario, Canada (“Northern Champion Property”). In February 2007, the Company completed the purchase from four individuals (collectively, the “Vendors”) of five registered claims totaling 16 units on the Northern Champion Property together with a NI 43-101 Technical Report and Feasibility Study describing a molybdenite deposit within the area of the claims.

The purchase agreement provides that the Vendors will retain a 3.3% Net Smelter Return (“NSR”) on the sales of minerals taken from the Northern Champion Property. Additionally, the Company will have the right of first refusal to purchase 1.65% of said Net Smelter Return from the Vendors for $1,650,000.

All costs incurred by the Company in connection with the Northern Champion Property, including acquisition costs, have been expensed to exploration and evaluation expenses. With available funding, the Company plans to take bulk samples for metallurgical and market testing, and to actively explore and delineate molybdenum mineralization on the property.

Shining Tree Properties, Ontario, Canada

Following the closing of the Acquisition Agreement with Ra Resources on April 14, 2011, we, through our wholly-owned subsidiary, now own a 100% interest in four gold and base metal exploration properties in the Shining Tree Mining District in Ontario, Canada.

Peru Properties

On June 1, 2011, the Company entered into a definitive Mining Asset Purchase and Strategic Alliance Agreement (the “Agreement”) with Sala-Valc S.A.C., a Peruvian corporation (“SV”), further to that certain binding Memorandum of Understanding dated October 4, 2010 (“MOU”) between the Company and SV, pursuant to which, the Company shall acquire an 80% interest in five certain mining interests and/or groups of mining concessions, as applicable, including rights to use a processing plant and a tungsten and molybdenum stock pile (the “Porvenir Production Property”), as well as certain exploration properties, including the Porvenir tungsten molybdenum exploration property, the Alicia gold exploration property and other related rights, situated in the Puno region of southern Peru, together with two concession groups situated in the La Libertad district in northern Peru, known as the Group of the 8 and Tornitos (collectively referred to as the “Exploration Properties”), (the Porvenir Production Property and Exploration Properties may be collectively referred to herein as the “Peru Properties”).

Pursuant to the terms of the Agreement, a closing was anticipated to occur on or before June 30, 2011, upon the satisfaction of certain conditions and delivery of certain closing deliverables (“Closing”), namely, the parties will each contribute their respective rights and interests in and to the Peru Properties to certain entities to be formed for the purpose of owning and operating the Peru Properties and the mining concessions will be in good standing, among other deliverables. The Closing has not yet occurred. In consideration for an 80% interest in the Porvenir Production Property, the Company will pay SV an aggregate of $750,000 (of which amount $400,000 has been previously paid, with the remaining sum to be paid in $50,000 monthly increments from the date of the Agreement1) and issue shares of restricted Company common stock equivalent to $500,000, based on a defined price per share, such issuance subject to certain restrictions and 20% incremental releases from an escrow upon successful completion of certain milestones.

Further, in consideration for an 80% interest in the Exploration Properties, the Company previously paid SV the aggregate amount of $300,000. Pursuant to the Agreement, the Company commits to expend by March 4, 2012, a minimum aggregate amount of $500,000 in exploration, development and/or production work on the Exploration Properties, as it deems appropriate, of which amount $106,746 had been satisfied as of the date of the Agreement. There is an area of interest encompassing 2 kilometers surrounding each mining concession comprising the Exploration Properties, whereby each individual alliance entity shall have a right of first offer to acquire any opportunities or interests identified by either party within the respective area of interest.

In anticipation of completing definitive and closing agreements, the Company incurred expenses related to the Peru Properties totaling $157,438 and $520,726 during the three months and six months ended June 30, 2011, respectively, which expenses were included in exploration and evaluation expenses in the accompanying condensed consolidated statements of operations for the three months and six months ended June 30, 2011.

On October 28, 2010, the Company announced that the Alliance had secured a milling facility in southern Peru to process the molybdenite currently stockpiled at the Porvenir property. The contract for the milling facility allows for operational control over the facility for the next two years and can be extended as additional development warrants. In anticipation of completing definitive agreements, during the three months and six months ended June 30, 2011, the Company incurred milling costs totaling $46,529 and $78,170, respectively, which costs were included in costs of mining operations in the accompanying condensed consolidated statement of operations for the three months and six months ended June 30, 2011.

Leases

Currently, our principal executive office consists of 7,000 square feet located at 1675 East Prater Way, Suite 102, Sparks, Nevada 89434. The principal offices are leased from WDCI, Inc. in Sparks, Nevada, which has been at a lease rate of approximately $12,000 per month. The lease has a seven (7) year term due to expire in October 2011, which we do not intend to renew.

_____________________

1 [*]

We entered into a Lease Agreement effective as of September 1, 2011, for office space located at 2975 West Executive Parkway, Suite 217, Lehi, Utah. The office is leased from Blue June Moon, LLC, at a rate of approximately $1,100 per month, has an initial 6 month term and will be month-to-month thereafter. This office space was selected for proximity to our independent auditors, HJ & Associates, LLC, and key accounting personnel.

We have negotiated terms for virtual office space in Henderson, Nevada and are exploring various options and locations for leasing space that will suit our needs for the foreseeable future. Following completion of the lease in Sparks, Nevada, we anticipate incurring office space lease obligations of approximately $3,000 per month within Nevada, approximately $5,000 per month between Panama City and Cañazas and $3,000 per month between New York and/or Toronto, to accommodate necessary logistics and to strategically spread out our presence as we develop our property portfolio.

Exceptions to Title

Mineral Ridge: 100% owned by Mineral Ridge, LLC, in which the Company maintains a 30% interest, subject to dilution to a 20% interest, and further subject to Waterton’s option to purchase. The Mineral Ridge property is encumbered by certain liens, deeds of trust and other security documents in favor of Waterton.

Vanderbilt; Coyote Fault; Coyote Extension: Ownership is currently in the name of Mhakari Gold (Nevada), Inc., subject to the Company’s satisfaction of all payment terms and work commitments, at which point it may acquire an 80% interest in each of these properties. There are no liens or encumbrances on these properties. In the event the Company acquires its 80% and Mhakari is diluted down to less than a 1% joint venture ownership interest (on the Coyote Fault and Vanderbilt properties), such interest will convert to a net smelter return royalty on the subject property, which can be purchased for $1,000,000. Similarly, if Mhakari is diluted to less than a 2.5% joint venture ownership interest (on the Coyote Extension), such interest will convert to a net smelter return royalty in Mhakari’s favor, of which 1.5% may be purchased for $1,500,000.

Duff Claims: [*]

Northern Champion Property: This property is subject to a 3.3% net smelter return (“NSR”) royalty in favor of the vendors of this property to the Company. The Company will have the right of first refusal to purchase 1.65% of said NSR from the vendors for $1,650,000.

Peru Properties: [*]

Schedule 1.1(b)

Repayment Schedule

	Months After Initial Close	T1 Funded	T1/T2 Funded	T1/T2/T3 Funded	T1/T2/T3/T4 Funded	T1/T2/T3/T4/T5 Funded
Mar-12	7	$750,000	$750,000	$750,000	$750,000	$750,000
Apr-12	8	$750,000	$750,000	$750,000	$750,000	$750,000
May-12	9		$750,000	$750,000	$750,000	$750,000
Jun-12	10		$750,000	$750,000	$750,000	$750,000
Jul-12	11		$750,000	$750,000	$750,000	$750,000
Aug-12	12		$750,000	$750,000	$750,000	$750,000
Sep-12	13		$750,000	$750,000	$750,000	$750,000
Oct-12	14		$750,000	$750,000	$750,000	$750,000
Nov-12	15			$750,000	$750,000	$950,000
Dec-12	16			$750,000	$750,000	$950,000
Jan-13	17			$750,000	$750,000	$950,000
Feb-13	18			$750,000	$750,000	$950,000
Mar-13	19				$750,000	$950,000
Apr-13	20				$750,000	$950,000
May-13	21					$950,000
Jun-13	22					$950,000
Jul-13	23					$950,000
Aug-13	24					$950,000
		$1,500,000	$6,000,000	$9,000,000	$10,500,000	$15,500,000

Schedule 1.1(d)

Security Documents

See attachments, including (i) the Security Agreement between the Golden Phoenix Minerals, Inc. (the “Company”) and Waterton Global Value, L.P., dated August 3, 2011 (filed as Exhibit 10.2 to the Company’s Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 21, 2011); ) (ii) Amended and Restated Security Agreement between the Company and Waterton Global Value, L.P., dated September 26, 2011 (filed as Exhibit 10.11 to the Company’s Form 10-Q filed with the SEC on November 21, 2011); and (iii) Amended and Restated Pledge Agreement between the Company and Waterton Global Value, L.P., dated September 26, 2011 (filed as Exhibit 10.16 to the Company’s Form 10-Q filed with the SEC on November 21, 2011).

All other documents, instruments or agreements as may be determined from time to time to constitute Security Documents.

Schedule 1.1(e)

Material Contracts

Acquisition Agreement with Ra Resources, Inc. dated October 6, 2010. Pursuant to the terms of the Acquisition Agreement, we acquired 100% of the outstanding securities of Ra Resources by means of a “three-cornered amalgamation” in consideration for the issuance to the shareholders of Ra of such number of shares of our common stock as determined by an exchange ratio of 3.5 Golden Phoenix shares for every 1 share of Ra Resources common stock outstanding. Upon closing the Acquisition Agreement on April 14, 2011, we now own a 100% interest in four gold and base metal exploration properties in the Shining Tree Mining District in Ontario, Canada. The shares are deemed issued and outstanding.

Mining Asset Purchase and Strategic Alliance Agreement. On June 1, 2011, the Company entered into a definitive Mining Asset Purchase and Strategic Alliance Agreement (the “Agreement”) with Sala-Valc S.A.C., a Peruvian corporation (“SV”), further to that certain binding Memorandum of Understanding dated October 4, 2010 (“MOU”) between the Company and SV, pursuant to which, the Company shall acquire an 80% interest in five certain mining interests and/or groups of mining concessions, as applicable, including rights to use a processing plant and a tungsten and molybdenum stock pile (the “Porvenir Production Property”), as well as certain exploration properties, including the Porvenir tungsten molybdenum exploration property, the Alicia gold exploration property and other related rights, situated in the Puno region of southern Peru, together with two concession groups situated in the La Libertad district in northern Peru, known as the Group of the 8 and Tornitos (collectively referred to as the “Exploration Properties”), (the Porvenir Production Property and Exploration Properties may be collectively referred to herein as the “Peru Properties”).

Pursuant to the terms of the Agreement, a closing was anticipated to occur on or before June 30, 2011, upon the satisfaction of certain conditions and delivery of certain closing deliverables (“Closing”), namely, the parties will each contribute their respective rights and interests in and to the Peru Properties to certain entities to be formed for the purpose of owning and operating the Peru Properties and the mining concessions will be in good standing, among other deliverables. The Closing has not yet occurred. In consideration for an 80% interest in the Porvenir Production Property, the Company will pay SV an aggregate of $750,000 (of which amount $400,000 has been previously paid, with the remaining sum to be paid in $50,000 monthly increments from the date of the Agreement2) and issue shares of restricted Company common stock equivalent to $500,000, based on a defined price per share, such issuance subject to certain restrictions and 20% incremental releases from an escrow upon successful completion of certain milestones.

__________________

2 [*]

Termination, Settlement and Release Agreement

On August 14, 2011, the Company entered into a definitive Termination, Settlement and Release Agreement (the “Agreement”) with WEG and Win-Eldrich Mines Limited, parent company of WEG (“WEX”) with respect to the settlement of the Note made by WEG in favor of the Company with a principal balance of $4,076,330 at June 30, 2011 and with a maturity date of April 1, 2015. The material terms of the Agreement were contemplated by the LOI.

Pursuant to the Agreement, upon closing (as discussed below), the Company will forgive the Note in full, in exchange for: (i) the transfer and assignment to the Company of all of WEG’s right, title and interest to 1,250,000 shares of American Mining Corporation common stock (“AMC Shares”) currently held in WEG’s name at a deemed valuation of $0.25 per share, which AMC Shares will be placed in trust for the benefit of the Company until the closing and such additional time period as required under applicable U.S. securities laws for transfer; (ii) issuance to the Company of 3,000,000 shares of WEX common stock (“WEX Shares”); (iii) a perpetual 2% net smelter return royalty (“NSR”) on the Ashdown property, of which 1% may be purchased for a purchase price of $1,000,000, and the remaining 1% of the NSR may be purchased at a purchase price of no more than $2,000,000; (iv) assumption in full by WEG and complete release of the Company of the outstanding DRC and Tetra liabilities, for which the Company would otherwise be responsible for 50% pursuant to the Purchase Agreement; and (v) the right of the Company to appoint one (1) individual to the board of directors of WEX (collectively, the “Note Settlement Terms”).

A cash portion of the settlement in the amount of $500,000 was initially anticipated. Of such amount, the Company received $192,285 as the April 2011 and May 2011 payments under the Note, leaving an additional contemplated cash payment of $307,715. In connection with the Agreement, the parties negotiated and agreed upon the settlement and replacement of such remaining cash portion by the transfer to the Company of the AMC Shares.

The Agreement is subject to certain closing conditions, namely, necessary regulatory approvals, including TSXV approval on behalf of WEX, and is anticipated to close no later than October 31, 2011. In the event the closing does not timely occur, the Note will continue in effect under its original terms.

Series A Limited Recourse Secured Promissory Note, made by Win-Eldrich Gold, Inc., in favor of the Company, dated April 15, 2010. The Note (referenced above under # 3), is in the principal amount of $4,231,925 and is to accrue interest at a rate of 5.25% per annum, with a maturity date of April 1, 2015, and payment terms consisting of 49 monthly payments of approximately $96,142, such payments having commenced on April 1, 2011, with two payments being made prior to negotiations regarding settlement terms, as finalized and discussed under #3 above.

Purchase and Sale of LLC Membership Interest Agreement dated May 11, 2009, by and between Golden Phoenix Minerals, Inc. and Win-Eldrich Gold, Inc. Under the Purchase Agreement, we sold all of our interest in the Ashdown Project LLC to our then-joint venture partner, WEG, in consideration for which we received the Note (discussed in #3 and #4, above). The Note is secured by the property and all of WEG’s ownership interest in the Ashdown Project LLC, as evidenced by a Security Agreement and Deed of Trust.

Exploration, Development and Mining Joint Venture Agreement between Golden Phoenix, Scorpio Gold (US) Corporation and Scorpio Gold Corporation, dated December 31, 2009 (the “Members’ Agreement”). Pursuant to the Members’ Agreement, on closing (which occurred on March 10, 2010), the Company sold Scorpio US an undivided 70% interest in the Mineral Ridge Mine for a purchase price of $3,750,000 cash (less those amounts previously advanced to the Company by Scorpio Gold) and 7,824,750 shares of common stock of Scorpio Gold with a market value of $5,501,582. Immediately following the sale, the Company and Scorpio US each contributed their respective interests in the Mineral Ridge Mine to a joint venture formed to own and operate the Mineral Ridge Mine called Mineral Ridge Gold, LLC, a Nevada limited liability company (the “Mineral Ridge LLC”). The Company currently owns a 30% membership interest in the Mineral Ridge LLC. Scorpio US owns a 70% membership interest in and is the Manager of the Mineral Ridge LLC, and has agreed to carry all finance costs necessary to bring the Mineral Ridge Mine into production, which we anticipate to occur in the near term, at which point they will earn an additional 10% interest, such that we will retain a 20% interest in the joint venture. In connection with the Bridge Loan, Scorpio consented to and waived any of its rights in connection with Waterton’s option to acquire the Company’s ownership in the Mineral Ridge LLC, pursuant to an Option Agreement, discussed under #20 below.

Operating Agreement of Mineral Ridge, LLC, entered into with Scorpio Gold (US) Corp. dated March 10, 2010. The Operating Agreement is the governing document for Mineral Ridge Gold, LLC, and reflects the terms and conditions set forth in # 6 above.

Option Agreement between the Company and Mhakari Gold (Nevada) Inc., dated July 6, 2010. Pursuant to the terms of the Option Agreement, we were granted an exclusive option to acquire an undivided 80% interest in the Coyote Fault Property, located in Nevada adjacent to the Mineral Ridge property. To exercise this option, the Company must fulfill certain conditions and make certain payments to Mhakari as follows: (i) upon signing of the Option Agreement, $75,000 cash payment in three monthly installments of $25,000 as well as the issuance of 5,000,000 shares of the Company’s common stock and warrants to purchase a further 5,000,000 shares of Company common stock at a strike price of $0.05 per share exercisable for a period of five years; (ii) within six months of signing of the Option Agreement, an additional $50,000 cash payment to Mhakari; (iii) within 12 months of signing the Option Agreement, an additional $50,000 cash payment to Mhakari; (iv) within 12 months of signing the Option Agreement, the Company shall be required to expend no less than $150,000 in exploration and development expenditures on the Property; and (v) within 48 months of signing the Option Agreement, the Company shall be required to expend no less than an additional $1,000,000 in exploration and development expenditures on the Property.

Option Agreement – Coyote Extension, between the Company and Mhakari, dated July 25, 2011. The Company entered into a definitive Option Agreement dated July 25, 2011 with Mhakari pursuant to which the Company obtained the exclusive option to acquire an 80% interest in that certain property near Silver Peak, Nevada (referred to herein as the “Coyote Extension”) that extends and augments the Coyote Fault property over which the Company similarly has the right to acquire an 80% interest from Mhakari, in the State of Nevada.

To exercise its option, the Company must fulfill certain conditions and make certain payments to Mhakari as follows: (i) upon signing the Option Agreement, $85,000 cash payment, of which amount $50,000 will be utilized immediately by Mhakari to exercise 1,000,000 out of the aggregate total 7,000,000 Company common stock purchase warrants currently held by Mhakari (“Existing Warrants”) at an exercise price of $0.05 per share, with the remaining $35,000 cash payment to be paid within 30 days of the date of the Option Agreement; (ii) upon signing the Option Agreement, issuance of 1,500,000 shares of the Company’s common stock and warrants to purchase a further 1,500,000 shares of Company common stock at a strike price of $0.15 per share exercisable for a period of two years, which warrants contain a forced conversion provision in the event the moving average price of a share of the Company’s common stock reaches or exceeds $0.30 for a period of sixty-five (65) consecutive trading days or more, as quoted by the OTCBB; and (iii) within 48 months of signing the Option Agreement, the Company shall be required to expend no less than an additional $250,000 in exploration and development expenditures on the Coyote Extension (or at the Company’s discretion, on the Coyote Fault or Vanderbilt properties (collectively, items (i) – (iii) above referred to as the “Option Purchase Price”).

Upon satisfaction of the Option Purchase Price, the parties shall enter into a joint venture agreement with respect to the Property in which the Company will receive a 80% interest with Mhakari retaining a 20% participating interest and both parties subject to dilution for failure to contribute its respective share of required capital to the joint venture. Upon signing the Option Agreement, the Company is the designated operator of the Coyote Extension so that it may complete the exploration and development work required to satisfy the option exercise obligations. The Company will remain operator under the terms of any such joint venture agreement following completion of the Option Purchase Price.

In the event the Company fails to satisfy all of the components of the Option Purchase Price within the specified timeframes, the Option Agreement shall be deemed to have been terminated with all payments and securities issuances forfeited to Mhakari and no interest in the Coyote Extension transferring to the Company.

Further, Mhakari affirmatively covenanted to use its best commercially reasonable efforts to effect the transfer and sale of four million (4,000,000) shares of Company common stock held in Mhakari’s name, to a previously agreed upon third party investor or such third party investor’s designee, at a sale price of no less than $0.145 per share, as soon as reasonably practicable after the date of the Option Agreement (the “Share Sale”), with no obligation to effectuate the Share Sale if not consummated within 30 days despite use of such best efforts. Mhakari further agreed: (i) immediately after the closing of the Share Sale, but in any event within two (2) months of the date of the Option Agreement, without regard to the Share Sale, to utilize a minimum of two hundred fifty thousand dollars ($250,000), whether from the proceeds of the Share Sale or another source, to exercise five million (5,000,000) of the Existing Warrants at an exercise price of $0.05 per Existing Warrant share; and (ii) upon the date that the next payment of fifty thousand dollars ($50,000) is due to be paid by the Company to Mhakari under the Vanderbilt Purchase Agreement, Mhakari will utilize such $50,000 to exercise a further one million (1,000,000) of the Existing Warrants at an exercise price of $0.05 per Existing Warrant share, and expressly acknowledged that such payment will go toward the purchase price as provided for in the Vanderbilt Purchase Agreement.

10.

Asset Purchase Agreement between the Company and Mhakari Gold (Nevada) Inc., dated July 6, 2010. The terms of the Purchase Agreement provide for a purchase price payable by the Company to Mhakari as follows: (i) no later than June 15, 2010, the Company was to make a payment of $25,000 as directed to that certain optionor of the Vanderbilt Property to satisfy the payment required under Mhakari’s current exclusive option agreement with said optionor (such payment having already been satisfied); (ii) upon the signing of the Purchase Agreement, the issuance of 2,000,000 shares of the Company’s common stock as well as warrants to purchase a further 2,000,000 shares of the Company’s common stock with a strike price of $0.05 per share exercisable for a period of five years; (iii) on or before July 15, 2010, make a further payment of $26,000 to that certain optionor as required to satisfy Mhakari’s payment obligation under that certain option agreement for the Vanderbilt Property; (iv) within 48 months of signing the Purchase Agreement, the Company shall be required to expend no less than $350,000 in exploration and development expenditures on the Vanderbilt Property; and (v) complete each of items (i) – (iv) above, provided that, should the Company elect not to increase its interest in the Mhakari Claims Excluding Vanderbilt Properties (referred to above as the “Property”) under the Option Agreement from 51% to 80%, any balance owing in respect of exploration and development expenditures shall be applied to the Vanderbilt Property such that the Company has incurred a minimum of $1,500,000 in exploration and development expenditures in total between the Vanderbilt Property and the Property within 48 months of signing the Purchase Agreement.

11.

Consulting Agreement between the Company and J. Roland Vetter, dated July 1, 2010. Under the terms of Mr. Vetter’s Consulting Agreement, Mr. Vetter agreed to serve as Chief Financial Officer of the Company. As compensation for providing such consulting services in his capacity as CFO, the Company agreed to pay Mr. Vetter $2,500 per month as well as provide a $10,000 payment upon signing the Consulting Agreement, such compensation to be reviewed annually by the Company’s Compensation Committee. The Vetter Agreement has a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Vetter Agreement, and allows for Mr. Vetter to participate in certain Company incentive and benefit plans

12.

Consulting Agreement between the Company and Thomas Klein, dated October 4, 2010. Under the terms of Mr. Klein’s Consulting Agreement, Mr. Klein agreed to serve as CEO. As compensation for providing such consulting services in his capacity as CEO, the Company has agreed to pay Mr. Klein $165,000 per year as well as provide a $96,250 payment upon signing the Consulting Agreement. Mr. Klein’s compensation will be reviewed annually by the Company’s Compensation Committee, or by the full Board of Directors serving in such capacity. The Consulting Agreement has a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Consulting Agreement, and allows for Mr. Klein to participate in certain Company incentive and benefit plan.

The above-described Consulting Agreement superseded and replaced all prior agreements and understandings. However, pursuant to Thomas Klein’s prior Consulting Agreement with the Company dated May 19, 2009, as subsequently amended and extended, Mr. Klein was entitled to a 10% finder’s fee for any property transaction he secured related to the Mineral Ridge Property, and accordingly such fee vested as of the date of the closing of the Joint Venture Members’ Agreement with Scorpio Gold Corp. and Scorpio Gold (US) Corp., including any future consideration to be received on the final buy-out of the Company’s interest in Mineral Ridge Gold, LLC.

13.

Securities Purchase Agreement, dated December 31, 2010, by and between Golden Phoenix Minerals, Inc. and certain Investors. In December 2010, we closed a private placement financing of units, at a $0.10 per unit, with each unit consisting of share of Company common stock and one warrant to purchase a share of common stock at a strike price of $0.15 per share, for aggregate gross proceeds $2,500,000. The warrants issued in connection with the December 2010 private placement have a 2-year term and in the event all warrants are exercised for cash, the Company would receive additional proceeds of $3,600,000.

14.

Membership Interest Purchase Agreement dated March 7, 2011 with Pinnacle Minerals Corporation (“Pinnacle”) and Salwell International, LLC. On closing of the Membership Interest Purchase Agreement, the Company will acquire Pinnacle’s 32.5% membership interest in Molyco, LLC (“Molyco”). Molyco owns or controls approximately 30,000 tons of the Molybdenum stockpile comprising a portion of the Porvenir property in Peru (discussed in # 2 above). On closing, the Company will pay Pinnacle $750,000 for the membership interest as follows: (i) a non-refundable deposit of $75,000 no later than two business days after the effective date of the agreement; (ii) a payment of $175,000 no later than two business days after the closing of the agreement; and the issuance of a promissory note in the principal amount of $500,000, with payments to be made in twelve equal monthly installments on the first of each month commencing after closing. The Closing has not yet occurred and is pending resolution of title issues as discussed under #2 above.

15.

Option Agreement dated March 1, 2011, with four individuals to acquire a 100% undivided interest in 61 unpatented mining claim units in North Williams Township in the Province of Ontario, Canada. In order to maintain in force the working right and option granted to it, the Company must make the following payments to the optionors: down payment on signing the option agreement – cash payment of $20,000 and 100,000 shares of the Company’s common stock; 12 months from signing – cash payment of $40,000 and 100,000 shares of the Company’s common stock; 24 months from signing – cash payment of $80,000 and 100,000 shares of the Company’s common stock; and 36 months from signing – cash payment of $160,000 and 100,000 shares of the Company’s common stock.

16.

Purchase Agreement and Registration Rights Agreement, each dated May 25, 2011, with Lincoln Park Capital Fund, LLC. On May 26, 2011, the Company signed a $12.5 million purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company. Upon signing the Purchase Agreement, the Company received $500,000 from LPC as an initial purchase under the $12.5 million commitment in exchange for 3,333,333 shares of our common stock and warrants to purchase 3,333,333 shares of our common stock at an exercise price of $0.20 per share. We also entered into a registration rights agreement with LPC whereby we agreed to file a registration statement related to the transaction with the U.S. Securities & Exchange Commission (“SEC”) covering the shares that may be issued to LPC under the Purchase Agreement. The registration statement on Form S-1 was declared effective by the SEC on July 22, 2011, from which point, we have the right, in our sole discretion, over a 36-month period to sell our shares of common stock to LPC in amounts up to $500,000 per sale, depending on certain conditions as set forth in the Purchase Agreement, up to the aggregate commitment of $12.5 million.

17.

Robert P. Martin Consulting Agreement. We are in the process of entering into a Consulting Agreement, with signing anticipated to occur the week of September 19, 2011, and the Consulting Agreement to be effective as of March 15, 2011 (“Effective Date”), which will replace all prior Employment Agreements, supplements and amendments thereto with Robert P. Martin. Pursuant to the terms of the Consulting Agreement, Mr. Martin will continue to serve a Chairman of the Board until the Consulting Agreement is terminated or his successor is duly appointed. Mr. Martin’s compensation shall be $3,000 per month, such amount having accrued from the Effective Date through the date of signing the Consulting Agreement, due and payable within 3 days of signing. Further, the Consulting Agreement discusses the terms of settlement of the outstanding debt owed to Mr. Martin pursuant to the Debt Settlement Agreement entered into between the Company and Mr. Martin on April 16, 2010 (discussed below). That certain outstanding promissory note (“Note”) in Consultant’s favor made pursuant to the Debt Settlement Agreement between Company and Consultant dated April 2, 2010 (the “Debt Settlement Agreement”), in the principal amount of $215,939.97, plus interest accrued thereon (as of the Effective Date, the amount due on the Note including principal and interest accrued thereon totaled $228,487.46), will be paid in full and fully satisfied by the Company in two (2) lump sum payments in accordance with the following schedule: (i) first payment of one half of the remaining principal, together with accrued interest from the Effective Date, within ninety (90) days of the date of mutual execution of this Agreement; and (ii) second payment of all remaining principal, together with accrued interest from the Effective Date, within one hundred eighty (180) days from the date of mutual execution of this Agreement. In the event the Company secures any new equity financing arrangements or engages in any equity raise transactions prior to the Note payment installment dates, the Company agrees that up to twenty percent (20%) of the net proceeds received by the Company (up to a maximum of $100,000) shall be immediately allotted for repayment of the Note. Finally, per the Consulting Agreement, Mr. Martin will be granted 2,000,000 options to acquire shares of Company common stock, priced at fair market value as of the date of grant.

18.

Debt Settlement Agreement with Robert P. Martin. On April 16, 2010, we entered into a Debt Settlement and Release Agreement with Robert P. Martin, our former President, and current Chairman of our Board of Directors (the “Debt Settlement Agreement”), as part of our 2009-2010 ongoing efforts to consolidate and eliminate certain outstanding debt obligations. Pursuant to the terms of the Debt Settlement Agreement, Mr. Martin agreed to accept the total sum of $716,689 (the “Martin Settlement Amount”) in exchange for the settlement of all outstanding amounts owed by us to Mr. Martin, such amounts totaling $985,259 (the “Outstanding Debt”), as well as a release of all claims against us by Mr. Martin relating to, or arising out of, the Outstanding Debt. By agreeing to accept the Martin Settlement Amount, Mr. Martin is forgiving $268,570 owed to him by us. The Outstanding Debt consisted of: (i) loan obligations of the Company in the form of three promissory notes issued to Mr. Martin totaling $215,940 (such amount includes accrued interest on the three notes in the amount of $55,415) (“Loan Obligations”); (ii) unpaid salary totaling $268,570 (“Unpaid Salary Obligation”) and accrued unpaid expenses totaling $11,747 (“Accrued Expense Obligation”) owed by the Company to Mr. Martin under the Employment Agreement between the Company and Mr. Martin dated March 8, 2006, as supplemented by that certain Addendum to Employment Agreement dated January 31, 2007; and (iii) financial obligations totaling $489,002 owed by the Company to Mr. Martin in connection with the Company’s investment in the mill owned by the Ashdown Milling Company, LLC, in Mr. Martin’s capacity as a member thereof (the “Ashdown Milling Obligations”).

Mr. Martin forgave and forever released any amounts owed under the Unpaid Salary Obligation, and the Company has repaid in full the Ashdown Milling Obligations. Accordingly, the only amounts outstanding to Mr. Martin are the Loan Obligations, to be repaid as set forth in his Consulting Agreement discussed in #17 above, which will fully and finally settle all amounts due to Mr. Martin.

19.

Bridge Loan Agreement between the Company and Waterton Global Value, L.P. dated August 3, 2011 and Ancillary Security Documents. These agreements are being merged into this Senior Secured Gold Stream Credit Agreement.

20.

Option Agreement between the Company and Waterton Global Value, L.P. dated August 3, 2010. This Agreement is a further ancillary document to the Bridge Loan and this Agreement.

21.

Definitive Acquisition Agreement with Silver Global, S.A. On September 16, 2011, we entered into a Definitive Acquisition Agreement with Silver Global, S.A., a Panamanian corporation (“Silver Global”), to acquire a 60% interest, with an option to buy an additional 20% interest, in the Santa Rosa gold mine (“Santa Rosa” or “Mina Santa Rosa”) located in Panama and owned by Silver Global. Under the terms of the Definitive Agreement, Golden Phoenix shall earn-in to a 60% interest in Santa Rosa with an option to acquire an additional 20% interest after achieving certain milestones, in consideration for $20,500,000 in cash over a period of approximately 12 to 15 months (with the final earn-in to occur upon achieving commercial production, anticipated to be within 18 to 24 months) and $4,500,000 in shares of Golden Phoenix common stock (at a deemed value of $0.18 per share, a premium to the current market price), as well as certain preferential payments from cash flow out of gold production. These payments are less those amounts previously paid by Golden Phoenix to Silver Global ($500,000 in cash and $500,000 in capital stock of Golden Phoenix) in consideration for the 45-day secondary due diligence review period, which concluded on September 17th, 2011.

The JV Company will operate according to the terms of a Joint Venture Operating Agreement (“JV Agreement”) that Golden Phoenix and Silver Global have agreed to enter into on or before October 15, 2011, at which time the Definitive Agreement shall be merged with and incorporated into the JV Agreement.

The payments and earn-in will occur upon successful completion of certain milestones, ensuring the project moves forward to commercial production in the near term, as follows:

$250,000 on signing the Definitive Agreement;

$3,750,000 on signing the JV Agreement + $4,000,000 in Golden Phoenix common stock = 15% interest in JV Company

$3,000,000 on successful completion of Environmental Impact Study (required for the JV Company to commence exploration operations) = Additional 10% interest in JV Company.

$5,000,000 on successful completion of NI-43-101 Report providing resource estimate of at least “measured and indicated” category = Additional 10% interest in JV Company.

$3,000,000 on successful completion of a Bankable Feasibility Study (to be defined within the JV Agreement) = Additional 10% interest in JV Company.

$5,000,000 on securing complete project financing necessary to bring the property to commercial production = Additional 4% interest in JV Company.

On achieving commercial production = Additional 11% interest in JV Company (for Total of 60%).

Of the $3,750,000 payment due on signing the JV Agreement, $2,000,000 will be deposited into the business account of the JV Company in the form of a loan from Silver Global to the JV Company for funding preliminary 43-101 report of at least the “inferred” category. This loan will be repaid to Silver Global by Golden Phoenix over 4 equal monthly payments, to commence 30 days following entering into the JV Agreement. Further, Golden Phoenix may, at its sole discretion, elect to make any payment before such payment is due, which will have the effect of accelerating the term under which Golden Phoenix earns its ownership interest in the Concessions.

$50,000,000 (Preferential Payment): Upon achieving Profitable Commercial Production, Silver Global shall be entitled to a preferential payment of Fifty Million Dollars (US $50,000,000) to be paid by the JV Company to Silver Global, as owner of 100% of the preferred share capital of the JV Company, from gold production at a rate of 70% of the net distributable cash flow (after all expenses incurred, including debt service, working capital, capital reserves, among others). Profitable Commercial Production for the purpose of the Definitive Agreement shall mean four (4) consecutive quarters of estimated plant capacity of 4,000 ounces of gold per month, or four (4) consecutive quarters of profitable commercial operations.

Option to Earn Additional 20% Interest: Upon completion of the payments, including completion of the Preferential Payment, Golden Phoenix shall have the option to acquire an additional twenty percent (20%) interest in the Concessions, via acquiring a further 20% of the outstanding share capital of the JV Company from Silver Global (out of its 40% interest), for a total aggregate ownership by Golden Phoenix of eighty percent (80%). In consideration for the additional 20% interest, Golden Phoenix will pay Silver Global a purchase price equal to the net asset value of the property comprising the Concessions multiplied by 20%. Net asset value will be determined at the time of Golden Phoenix’s exercise of its option, by an independent mining, financial and valuation expert selected by the mutual agreement of the parties, acting reasonably, using a 10% discount.

22.

Caldwell Separation and Severance Agreement. On January 25, 2010, we entered into an Employment Separation and Severance Agreement dated as of January 19, 2010 (the “Caldwell Separation Agreement”) with David A. Caldwell, the Company’s then CEO, interim CFO and a member of the Company’s board of directors. Pursuant to the terms of the Caldwell Separation Agreement, Mr. Caldwell resigned from his positions as CEO, CFO and as a member of the Board effective as of February 1, 2010 (the “Termination Date”). The Caldwell Separation Agreement terminated that certain Employment Agreement between the Company and Mr. Caldwell dated February 27, 2006, as amended by that certain Addendum to Employment Agreement dated January 31, 2007, pursuant to which we have employed Mr. Caldwell as its CEO since January 31, 2007 (collectively, the “Caldwell Employment Agreement”).

Under the terms of the Caldwell Separation Agreement, in settlement of all outstanding amounts owed to Mr. Caldwell, including, but not limited to, those amounts due in accrued and unpaid salary, expenses, director’s fees and repayment of certain loans made to the Company, as well as all amounts owed as severance pursuant to the terms of the Caldwell Employment Agreement, we agreed to: (i) make cash payments of an aggregate of $25,000, half of which was paid upon the agreement of the principal terms of the Caldwell Separation Agreement and the other half paid upon the signing of the Caldwell Separation Agreement; (ii) a subsequent cash payment of $20,379 upon the earlier to occur of the Company’s closing of a transaction involving our Mineral Ridge mining property or a financing by a third party involving an infusion of working capital to the Company of at least $250,000 (the “Subsequent Payment”); and (iii) issue to Mr. Caldwell an unsecured promissory note (the “Note”*), in the principal amount of $366,623, such Note to accrue interest at a rate of 2.0% per annum, with a maturity date twenty-four (24) months from the date of the Separation Agreement. The long-term liability, amounts due related parties, with a balance of $373,635 at December 31, 2010 is comprised of the Note principal balance of $366,623 plus accrued interest payable of $7,012. Further, pursuant to certain events and conditions as set forth in the Caldwell Separation Agreement, Mr. Caldwell can be issued shares of our common stock in lieu of cash payments for the Note and the Subsequent Payment. *See #23 below.

The Caldwell Separation Agreement further provides that Mr. Caldwell will form a new company, Phoenix Development Group, LLC, a Nevada limited liability company (“PDG”), to operate as a mine exploration and evaluation enterprise. It is contemplated that Mr. Caldwell will serve as CEO and Exploration Geologist of PDG and that we will own a 25% ownership in PDG in exchange for ongoing monthly cash payments of $7,500 (“PDG Payments”), such payments to commence 30 days after the formation of PDG and continue on a monthly basis for a period of 24 months, to be further detailed in a contribution agreement by and between PDG and the Company at a later time. Further, pursuant to the Caldwell Separation Agreement, we will have a right of first refusal to negotiate with PDG for the purchase of any mining, mineral or exploration property rights identified and acquired by PDG. In addition, as set forth in the Caldwell Separation Agreement, PDG can be issued shares of our common stock in lieu of the PDG Payments. We paid Mr. Caldwell $75,000 during the year ended December 31, 2010.

23.

Notice of Conversion and Note Settlement Agreement with David Caldwell. On February 10, 2011, we entered into a Notice of Conversion and Note Settlement Agreement dated as of February 9, 2011 (the “Note Settlement”) with Mr. Caldwell with respect to that certain unsecured promissory note (the “Note”) issued to Mr. Caldwell discussed in #22 above. As set forth in the Note Settlement, Mr. Caldwell elected to exercise his right to convert 50% of the outstanding balance, resulting in an issuance of 3,126,691 shares of Company common stock (the “Conversion Shares”). Additionally, Mr. Caldwell and the Company agreed that in settlement of the remaining balance and any further obligations under the Note, in lieu of cash or further conversion into Company common stock at the Note’s maturity date, we agreed to transfer certain of our interests in private securities with no current book value to the Company.

We agreed to transfer all of our right, title and interest in: (i) 1,523,292 shares of Black Rock Metals Inc., a privately held Canadian federally registered company (“Black Rock”), currently held in our name (the “Black Rock Shares”), at a current agreed book value of $0.10 per share based on the most recent sale of an aggregate of 5,300,000 shares by 11 individual shareholders, for an aggregate deemed consideration of $152,329; and (ii) a 1% net smelter return (“NSR”) royalty in favor of the Company on certain mineral properties and leasehold interests in Alaska, pursuant to that certain Royalty Agreement entered into between the Company and Great American Minerals Exploration, Inc., a Nevada company (“GAME”) dated April 26, 1999 at a deemed value of $34,898. In exchange for the Black Rock Shares and the GAME NSR, we will no longer have any obligations to Mr. Caldwell under the Note. All other terms and conditions of the Separation Agreement remain in full force and effect.

Schedule 1.1(f)

Liens

See Schedule 1.1(a) – Exceptions to Title.

Schedule 6.1(g)

Audited Financial Statements

Attached. See also SEC website for December 31, 2010 year end 10K and June 30, 2011 10Q financial statements filings.

Schedule 7.1(a)

Other Credit Parties; Jurisdictional Organization

- Ra Minerals, Inc., (owned 100% by Golden Phoenix), is a corporation formed under the laws of the Province of Ontario, Canada.

- Pending: Panama and Peru, upon completion of payments and contractual milestones.

Schedule 7.1(w)

Tax Liability

None.

Schedule 7.1(x)

Corporate Structure; Equity Securities; Partnerships/Joint Ventures

·	Wholly-owned Subsidiaries:

Golden Phoenix Minerals, Inc., a Nevada corporation

Ra Minerals, Inc. – 100%

Mineral Ridge Gold, LLC – 30%

(To be Formed)

Phoenix Development Group – 25%

(To be Formed):

JV Company with Mhakari for Vanderbilt, Coyote Fault and Coyote Extension, NV – 80%, per Agreement

(To be Formed):

Golden Phoenix Panama, S.A. – 60%, up to 80% per Agreement

(To be Formed):

JV Company with Sala-Valc – 80%, per Agreement

·	Minority Interests:

30% Interest in Mineral Ridge Gold, LLC, a Nevada limited liability company

25% Interest in Phoenix Development Group, a Nevada limited liability company

·	Potential Partnerships/Joint Ventures Based on Agreements:

Option to acquire 80% interest in Vanderbilt, Coyote Fault and Coyote Extension properties with Mhakari Gold (Nevada), Inc.

Agreement to acquire 80% interest in Peruvian properties

Agreement to acquire 60% interest (with option for up to 80%) in Mina Santa Rosa, Panama, to be owned and operated by a Panamanian corporation formed such purpose, called “Golden Phoenix Panama, S.A.”

The Company’s capitalization is as follows:

Golden Phoenix Minerals Inc.
As of September 1, 2011

	Shares
Preferred Stock, authorized	50,000,000

Common Stock, authorized	800,000,000
Common Stock, issued	329,035,153

Options, outstanding	3,530,000
Options, vested & exercisable	3,530,000

Warrants, outstanding	51,083,333

On September 21, 2007, our shareholders approved the 2007 Equity Incentive Plan (the “2007 Plan”) providing 9% of the total number of outstanding shares of common stock of the Company to be reserved and available for grant and issuance at the effective date of the 2007 Plan, with an increase at the beginning of each year if additional shares of common stock were issued in the preceding year so that the total number of shares reserved and available for grant and issuance, not including shares that are subject to outstanding awards, will be 9% of the total number of outstanding shares of common stock of the Company on that date. No more than 2,000,000 shares of common stock shall be granted in the form of Incentive Stock Options. Under the 2007 Plan, grants may be made to any director, officer or employee of the Company or other person who, in the opinion of the Board, is rendering valuable services to the Company, including without limitation, an independent contractor, outside consultant, or advisor to the Company.

[*]

Schedule 7.1(aa)

Debt

We have an outstanding obligation to Robert P. Martin, pursuant to his Debt Settlement Agreement, as amended by that certain Consulting Agreement, pending execution immediately, as disclosed in Schedule 1.1(e) – Material Contracts, #17-18.

Further, the Company’s debt consisted of the following at our quarterly period ended June 30, 2011:

Note payable to GE Capital, payable at $1,080 per month through January 2012, including interest at 5.40%, secured by equipment:	$8,470
Note payable to Daimler Chrysler, payable at $806 per month through February 2012, including interest at 13.75%, secured by vehicle:	$6,124
Capital lease payable to Heartland Wisconsin Corp., payable at $1,148 per month through May 2013, secured by equipment:	$23,871
Note payable to Komatsu Equipment Company, with principal payments of $58,486 on June 30, 2008,$58,486 on June 30, 2009, and $58,485 on June 30, 2010, with interest at 8%, unsecured:	$175,457
Other:	$2,312
Accrued interest:	$56,146
Total:	$272,380
Less Current Portion	$260,378
Total Long-Term Portion	$12,002

LIABILITIES as per June 30, 2011 Financial Statements

Current liabilities:
Accounts payable	$	462,909
Accrued liabilities		332,736
Current portion of long-term debt		260,378
Amounts due to related parties		233,492
Total current liabilities		1,289,515

Long-term liabilities:
Long-term debt		12,002
Amounts due to related parties		-
Total long-term liabilities		12,002

Total liabilities		1,301,517

Schedule 7.1(cc)

Litigation

Tetra Financial Group, LLC – On January 29, 2009, Tetra Financial Group, LLC (“Tetra”) filed a complaint in the Third District Court of Utah in Salt Lake County against the Ashdown Project, LLC, the Company, Win-Eldrich Mines Limited and certain principals of each company, claiming the breach of a lease agreement for the lease of two (2) ten-ton hauler trucks. In February 2010, a settlement agreement was reached with Tetra resulting in no material financial impact to the Company. Further, pursuant to the partially binding LOI entered into with WEG regarding the potential settlement of the outstanding note we hold by WEG, we anticipate that WEG will assume full responsibility for any liabilities resulting from the dispute with Tetra, however, there can be no assurance that the promissory note will be settled under those terms.

DMC-Dynatec Mining Services Corporation - On February 13, 2009, DMC Mining Services Corporation filed a complaint against the Company and the Ashdown Project, LLC in the U.S. District Court, District of Nevada (Reno), claiming approximately $108,448 due for mechanic’s labor based on a service contract. A default judgment as to both the Company and the Ashdown LLC was entered on July 26, 2009, which obligation was expressly assumed by WEG in connection with the closing of the sale of the Company’s interest in the Ashdown LLC on May 13, 2009. As of the current date, it is our understanding that WEG has negotiated a settlement with DMC Mining with respect to such obligation and that we will be indemnified and held harmless for any liability or obligation to DMC Mining in connection with the sale of our interest in the Ashdown LLC.

Donald Prahl – On May 26, 2011 A “Mutual Release and Share Placement Agreement” was signed settling all claims, disputes and controversies between the parties. Further description of this legal dispute is provided in the Company’s Form 10-K for the year ended December 31, 2010.

See Schedule 1.1(a) – Exceptions to title for discussion regarding issues pending resolution. At this time, such matters do not involve pending or threatened litigation.

Schedule 7.1(dd)(i)

Executive Offices; Account Debtors; Tangible Property Storage

Currently, our principal executive office consists of 7,000 square feet located at 1675 East Prater Way, Suite 102, Sparks, Nevada 89434. The principal offices are leased from WDCI, Inc. in Sparks, Nevada, at a rate of approximately $12,000 per month. The lease has a seven (7) year term due to expire in October 2011, which we do not intend to renew.

We entered into a Lease Agreement effective as of September 1, 2011, for office space located at 2975 West Executive Parkway, Suite 217, Lehi, Utah. The office is leased from Blue June Moon, LLC, has an initial 6 month term and will be month-to-month thereafter. This office space was selected for proximity to our independent auditors, HJ & Associates, LLC, and key accounting personnel.

Schedule 7.1(dd)(ii)

List of Authorizations

Corporate Authorizations:

Board approval – previously obtained

Nevada Business License

Sparks Business License

Property Authorizations:

The Company is in the process of applying for and acquiring permits for exploration and development on an “as needed” basis to proceed with exploration drilling, and eventually operations on each of its mining properties.

At the Santa Rosa Project, the following concessions are in place:

Silver Global is holder of metallic mineral concession covering the activities of transport and benefit of gold and other minerals as per Contract No.6 entered into with the Ministry of Commerce and Industry on behalf of the General Direction of Mineral Resources dated May 27th, 2010 and published in the Official Gazette N° 26,587 of July 29th, 2010 which concession is located in the former Santa Rosa Gold Mine (“Santa Rosa”) in Cañazas, Panama, as more fully set forth in Exhibit B attached hereto and incorporated herein by reference, which concession is for a minimum period of 25 years and is currently valid and in force (the “TB Concession”). The TB Concession is in process of being transferred to Golden Phoenix Panama, S.A.

Silver Global is holder of metallic mineral concession covering the activities of EXPLORATION of gold and other metals as per Contract No.2 entered into with the Ministry of Commerce and Industry on behalf of the General Direction of Mineral Resources dated February 7th, 2011 and published in the Official Gazette N° 26,773-B of April 27th, 2011 located in an area of 3,500 hectares located in Cañazas, Panama, as more fully set forth in Exhibit C attached hereto and incorporated herein by reference, which concession is for a minimum period of 4 years and is currently valid and in force (the “Exploration Concession”). The Exploration Concession is in process of being transferred to Golden Phoenix Panama, S.A. The Exploration Concession grants Silver Global (or Golden Phoenix Panama, S.A. once transferred) the exclusive right to request a mining extraction concession as soon as the holder provides sufficient evidence to the mining authorities that commercially mineable resources are available in the assigned area for exploration.

Schedule 7.1(dd)(iii)

Trademarks; Tradenames; Patents or Copyrights

None.

Schedule 7.1(dd)(iv) – Actions, Suits, Proceedings; Threatened or Pending

See Schedule 7.1(cc).

Schedule 7.1(dd)(v) – Agreements with Default Provisions Causing Material Adverse Effect

[*]

Schedule 7.1(dd)(vi)

Labour Agreements

There are no collective bargaining agreements pertaining to the Company.

Below is a list of Consulting Agreements the Company is a party to:

Thomas Klein

On October 4, 2010, the Company entered into a Consulting Agreement (the “Klein Consulting Agreement”) with Thomas Klein, whereby Mr. Klein is to provide services to the Company in his role as Chief Executive Officer (“CEO”) of the Company. Mr. Klein was appointed as the Company’s CEO effective as of February 1, 2010.

As compensation for providing such consulting services in his capacity as CEO, the Company has agreed to pay Mr. Klein $165,000 per year as well as provide a $96,250 payment upon signing the Consulting Agreement. Mr. Klein’s compensation will be reviewed annually by the Company’s Compensation Committee, or by the full Board of Directors serving in such capacity. The Consulting Agreement has a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Consulting Agreement, and allows for Mr. Klein to participate in certain Company incentive and benefit plans.

Pursuant to a prior consulting agreement, Mr. Klein received 1,500,000 warrants to purchase Company common stock for his services in acquiring financing for the Company and the retirement of the Company’s existing debt. The warrants were exercised by Mr. Klein during the three months ended March 31, 2011.

The above described Consulting Agreement superseded and replaced all prior agreements and understandings. However, pursuant to Thomas Klein’s prior Consulting Agreement with the Company dated May 19, 2009, as subsequently amended and extended, Mr. Klein was entitled to a 10% finder’s fee for any property transaction he secured related to the Mineral Ridge Property, and accordingly such fee vested as of the date of the closing of the Joint Venture Members’ Agreement with Scorpio Gold Corp. and Scorpio Gold (US) Corp., including any future consideration to be received on the final buy-out of the Company’s interest in Mineral Ridge Gold, LLC.

Robert P. Martin

We are in the process of entering into a Consulting Agreement, with signing anticipated to occur the week of September 19, 2011, and the Consulting Agreement to be effective as of March 15, 2011 (“Effective Date”), which will replace all prior Employment Agreements, supplements and amendments thereto with Robert P. Martin. Pursuant to the terms of the Consulting Agreement, Mr. Martin will continue to serve a Chairman of the Board until the Consulting Agreement is terminated or his successor is duly appointed. Mr. Martin’s compensation shall be $3,000 per month, such amount having accrued from the Effective Date through the date of signing the Consulting Agreement, due and payable within 3 days of signing. Further, the Consulting Agreement discusses the terms of settlement of the outstanding debt owed to Mr. Martin pursuant to the Debt Settlement Agreement entered into between the Company and Mr. Martin on April 16, 2010 (discussed below). That certain outstanding promissory note (“Note”) in Consultant’s favor made pursuant to the Debt Settlement Agreement between Company and Consultant dated April 2, 2010 (the “Debt Settlement Agreement”), in the principal amount of $215,939.97, plus interest accrued thereon (as of the Effective Date, the amount due on the Note including principal and interest accrued thereon totaled $228,487.46), will be paid in full and fully satisfied by the Company in two (2) lump sum payments in accordance with the following schedule: (i) first payment of one half of the remaining principal, together with accrued interest from the Effective Date, within ninety (90) days of the date of mutual execution of this Agreement; and (ii) second payment of all remaining principal, together with accrued interest from the Effective Date, within one hundred eighty (180) days from the date of mutual execution of this Agreement. In the event the Company secures any new equity financing arrangements or engages in any equity raise transactions prior to the Note payment installment dates, the Company agrees that up to twenty percent (20%) of the net proceeds received by the Company (up to a maximum of $100,000) shall be immediately allotted for repayment of the Note. Finally, per the Consulting Agreement, Mr. Martin will be granted 2,000,000 options to acquire shares of Company common stock, priced at fair market value as of the date of grant.

J. Roland Vetter

On July 1, 2010, the Company entered into a Consulting Agreement (the “Vetter Agreement”) with J. Roland Vetter, whereby Mr. Vetter is to provide services to the Company in his role as Chief Financial Officer (“CFO”) of the Company. Mr. Vetter was appointed as the Company’s CFO effective as of February 1, 2010.

As compensation for providing such consulting services in his capacity as CFO, the Company agreed to pay Mr. Vetter $2,500 per month as well as provide a $10,000 payment upon signing the Vetter Agreement, such compensation to be reviewed annually by the Company’s Compensation Committee. The Vetter Agreement has a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Vetter Agreement, and allows for Mr. Vetter to participate in certain Company incentive and benefit plans.

Uptick Capital, LLC

On July 1, 2010, the Company entered into a Consulting Agreement (the “Uptick Consulting Agreement”) with Uptick Capital, LLC (“Uptick”), whereby Uptick was to provide consulting services to the Company with regards to the capital structure of the Company, financing options, types of financial instruments to be offered and the identification of possible investors.

The term of the Uptick Consulting Agreement commenced on July 1, 2010 and was terminated and replaced by a new Consulting Agreement (the “2011 Uptick Consulting Agreement”), whereby Uptick would continue to provide similar services. The 2011 Uptick Consulting Agreement has an initial term of twelve months and may be extended for subsequent terms of twelve months upon mutual written agreement of the parties.

During the three months ended March 31, 2011, the Company issued Uptick 250,000 shares of the Company’s common stock as compensation pursuant to the Uptick Consulting Agreement.

In consideration for services rendered under the 2011 Uptick Consulting Agreement, the Company will pay Uptick a monthly cash fee of $7,500. In addition, the Company issued Uptick a three-year warrant to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $0.125 per share. The warrants vest 50% on grant, 25% after six months and 25% after twelve months. The Company is also obligated to issue to Uptick a second three-year warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to a 20% discount to the 20-day trailing average of the Company’s stock price as of the renewal date of the 2011 Uptick Consulting Agreement. These warrants will vest 50% on grant, 25% after three months and 25% after six months.

San Diego Torrey Hills Capital, Inc.

On January 27, 2011, the Company entered into a Consulting Agreement (the “San Diego Torrey Hills Consulting Agreement”) with San Diego Torrey Hills Capital, Inc. (“San Diego Torrey Hills”), whereby San Diego Torrey Hills is to provide defined investor relations and other financial services. The San Diego Torrey Hills Consulting Agreement has an initial term of six months and will be automatically extended for a subsequent term of twelve months, unless notified in writing by either party within the initial six month term. After the initial six month term, either party may terminate the agreement upon thirty (30) days prior written notice.

In consideration for services rendered under the San Diego Torrey Hills Consulting Agreement, the Company will pay San Diego Torrey Hills a monthly cash fee of $6,000. In addition, the Company issued San Diego Torrey Hills a three-year warrant to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.12 per share. The warrants vest 25% on grant, 25% after three months and 50% after twelve months. The Company is also obligated to issue to San Diego Torrey Hills a second three-year warrant to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to a 20% discount to the 20-day trailing average of the Company’s stock price as of the renewal date of the San Diego Torrey Hills Consulting Agreement. These warrants will vest 25% on grant, 25% after three months and 50% after six months.

Jeffrey Dahl Consulting Agreement

On March 23, 2011, the Company entered into a Consulting Agreement (the “Dahl Consulting Agreement”) with Jeffrey Dahl (“Dahl”), whereby Dahl is to develop, coordinate, manage and execute a comprehensive corporate finance and business transaction campaign for the Company. The Dahl Consulting Agreement has an initial term of twelve months and may be extended for subsequent terms of twelve months upon mutual written agreement of the parties.

In consideration for services rendered under the Dahl Consulting Agreement, the Company will issue Dahl two-year warrants to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.125 each month of the agreement, beginning April 2011. The Company will also pay Dahl a defined transaction fee payable in cash for any Company property or project business transaction, previously agreed upon by the Company in writing resulting from Dahl’s provision of services. The Company issued Dahl warrants to purchase 250,000 shares of the Company’s common stock in each of April, May and June 2011.

Miscellaneous

Further, the Company’s Compensation Committee in conjunction with the Board of Directors intends to approve certain salary increases and retroactive bonuses (both performance and signing bonuses) for key members of management and personnel prior to the year ended December 31, 2011.

Schedule 7.1(dd)(vii)

Bank Account Details

Golden Phoenix Minerals Inc. Wire Instructions

Beneficiary Name: Golden Phoenix Minerals Inc.

1675 E. Prater Way, Suite 102

Sparks, NV 89434

775-853-4919

Beneficiary Bank: Mutual of Omaha Bank

[*]

Bank Routing: [*]

Bank Account: [*]

Schedule 7.1(gg)

Broker’s or Finder’s Fees

[*]

Pursuant to Thomas Klein’s prior Consulting Agreement with the Company dated May 19, 2009, as subsequently amended and extended, Mr. Klein was entitled to a 10% finder’s fee for any property transaction he secured related to the Mineral Ridge Property, and accordingly such fee vested as of the date of the closing of the Joint Venture Members’ Agreement with Scorpio Gold Corp. and Scorpio Gold (US) Corp., including any future consideration to be received on the final buy-out of the Company’s interest in Mineral Ridge Gold, LLC.

Schedule 7.1(jj)

Transactions with Affiliates

Rob Martin Consulting Agreement – See Schedule 1.1(e).

Thomas Klein Consulting Agreement – See Schedule 1.1(e). See Schedule 7.1(gg).

Caldwell Separation and Severance Agreement: See Schedule 1.1(e).

Caldwell Notice of Conversion and Note Settlement Agreement: See Schedule 1.1(e).

The Company’s Board of Directors approved the purchase of a vehicle and trailer from one of its current directors, Hans Rasmussen, for purposes of use at its Nevada and other properties. The purchase price is approximately $25,000 a discount to fair market value.

All such transactions were approved by the Company’s Board of Directors, with the interested party abstaining from voting.

Schedule 7.1(m) Insurance Coverage

Insurance Agent

John Wayhart of Assurance Agency Ltd.	[*]
[*]
[*]


Insurance and Provider	Policy Period

General Liability
National Union Fire Insurance (Chartis)	04/30/11	04/30/12

Workers' Compensation
Commerce & Industry (Chartis)	04/30/11	04/30/12

Directors & Officers Liability
National Union Fire Insurance Company of PA	06/02/11	06/12/12

Employment Practices Liability
National Union Fire Insurance Company of PA	06/02/11	06/12/12

Equipment Floater
Travelers Property Casualty Company	07/21/11	07/21/12

Employee Health & Life Insurance	08/15/11	08/15/12
Aetna Life Insurance Company
[*]

ARTICLE 1 INTERPRETATION			2

	Section 1.1	Defined Terms	2
	Section 1.2	Other Usages	16
	Section 1.3	Gender and Number	16
	Section 1.4	Headings, etc	16
	Section 1.5	Currency	16
	Section 1.6	Meaning of certain terms	16
	Section 1.7	Certain Phrases, etc	17
	Section 1.8	Accounting Terms	17
	Section 1.9	Incorporation of Schedules	17
	Section 1.10	Conflict	17
	Section 1.11	Certificates	17

ARTICLE 2 LOAN			17

	Section 2.1	Fees	17
	Section 2.2	Advances of the Loan	17
	Section 2.3	Borrowing Procedure	18
	Section 2.4	Repayment	19
	Section 2.5	Use of Proceeds	19
	Section 2.6	Lender's Loan Records	19

ARTICLE 3 PROCEDURE AND PAYMENTS			19

	Section 3.1	Payments	19

ARTICLE 4 PREPAYMENTS			20

	Section 4.1	Mandatory Prepayments	20
	Section 4.2	Change of Control or Exercise of Option Agreement	20
	Section 4.3	Voluntary Prepayments	21

ARTICLE 5 PAYMENTS UNDER THIS AGREEMENT			22

	Section 5.1	Payments	22

ARTICLE 6 CONDITIONS OF LENDING			23

	Section 6.1	Conditions Precedent for Advance of Loans	23
	Section 6.2	No Waiver	29

ARTICLE 7 REPRESENTATIONS AND WARRANTIES			29

	Section 7.1	Representations and Warranties	29
	Section 7.2	Survival of Representations and Warranties	37

Article 8 COVENANTS OF THE BORROWER			38

	Section 8.1	Affirmative Covenants	38
	Section 8.2	Negative Covenants	43

ARTICLE 9 EVENTS OF DEFAULT			45

	Section 9.1	Events of Default	45
	Section 9.2	Acceleration	47
	Section 9.3	Remedies	48

ARTICLE 10 MISCELLANEOUS			48

	Section 10.1	Amendments, etc	48
	Section 10.2	Waiver	49
	Section 10.3	Evidence of Debt and Borrowing Notices	49
	Section 10.4	Notices, etc	49
	Section 10.5	Costs, Expenses General Indemnity and Environmental Indemnity	50
	Section 10.6	Release	52
	Section 10.7	Taxes and Other Taxes	52
	Section 10.8	Successors and Assigns	53
	Section 10.9	Right of Set-off	54
	Section 10.10	Judgment Currency	54
	Section 10.11	Interest on Amounts	55
	Section 10.12	Governing Law and Waiver of Jury Trial	55
	Section 10.13	Counterparts	56
	Section 10.14	Severability	56
	Section 10.15	Governing Language	56
	Section 10.16	Survival of Representations and Warranties	56
	Section 10.17	Entire Agreement; Schedules and Exhibits	56
	Section 10.18	Credit Party Joint and Several Liability	56
	Section 10.19	Further Assurances	57
	Section 10.20	Acknowledgements	57
	Section 10.21	Amendment and Restatement	57

Exhibit A	Form of Borrowing Notice
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Gold Supply Agreement
Exhibit D	Form of Omnibus Certificate
Exhibit E	Form of Solvency Certificate

	THE BORROWER:
	GOLDEN PHOENIX MINERALS, INC.
	By: /s/ Thomas Klein Name: Thomas Klein Title: Chief Executive Officer
	THE LENDER:
	WATERTON GLOBAL VALUE, L.P., BY THE GENERAL PARTNER OF ITS GENERAL PARTNER, CORTLEIGH LIMITED
	By: /s/ Peter Poole Authorized Signatory

Schedule 1.1(a)	Leases, Mineral Ridge Project, Mining Properties, Mining Claims, Santa Rosa Project
Schedule 1.1(b)	Repayment Schedule
Schedule 1.1(c)	Santa Rosa Acquisition Agreement
Schedule 1.1(e)	Material Contracts
Schedule 1.1(f)	Liens
Schedule 6.1(g)	Financial Statements
Schedule 7.1(a)	Jurisdictions of Incorporation
Schedule 7.1(w)	Tax Liability
Schedule 7.1(x)	Corporate Structure
Schedule 7.1(aa)	Debt
Schedule 7.1(cc)	Litigation
Schedule 7.1(dd)(i)	Other Jurisdictions
Schedule 7.1(dd)(ii)	Authorizations
Schedule 7.1(dd)(iii)	Trademarks, Trade names, Copyrights and Patents
Schedule 7.1(dd)(iv)	Actions, Suits, Arbitrations or Proceedings
Schedule 7.1(dd)(v)	Contracts with Potential Material Adverse Effect
Schedule 7.1(dd)(vi)	Labour Agreements
Schedule 7.1(dd)(vii)	Bank Account Details
Schedule 7.1(gg)	Broker’s Fees
Schedule 7.1(jj)	Permitted Affiliate Transactions
Schedule 7.1(ll)	Project Permits
Schedule 8.1(m)	Insurance

TO:	Waterton Global Value, L.P.
	by the general partner of its general partner
	Cortleigh Limited
	Folio House
	P.O. Box 800
	Road Town, Tortola VG 1110

	GOLDEN PHOENIX MINERALS, INC.
	By: ______________________________ Name: Title:

By:	_____________________________________
	Name:
	Title:	Chief Financial Officer, Golden Phoenix, Inc., a Nevada corporation