AGREEMENT BETWEEN GOLDEN PHOENIX MINERALS, INC. AND BOREALIS MINING COMPANYAgreement • September 11th, 2003 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
WHEREAS:Common Stock Purchase Agreement • November 19th, 2002 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of May 26, 2011, by and between GOLDEN PHOENIX MINERALS, INC., a Nevada corporation, (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
BETWEENOption Agreement • November 10th, 1997 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • Nevada
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF THE ACT, THE RULES AND REGULATIONS UNDER THE ACT, OR THE PROVISIONS OF THIS COMMON STOCK PURCHASE...Common Stock Purchase • March 7th, 2012 • Golden Phoenix Minerals Inc • Metal mining
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Lincoln Park Capital Fund, LLC (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 29, 2012 (the “Initial Exercise Date”) and on or prior to the close of business on the fifth anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from GOLDEN PHOENIX MINERALS, INC., a Nevada corporation (the “Company”), up to 2,500,000 shares (the “Warrant Shares”) of Common Stock The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 4.1 FINANCIAL CONSULTING AGREEMENT This agreement is made by and between Golden Phoenix Minerals, a Minnesota based corporation having its principle office at 3595 Airway Drive, Suite 405, Reno, NV 89511. (the "COMPANY"), and MARKET SURVEY'S...Financial Consulting Agreement • April 27th, 1998 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • New York
PURCHASE AGREEMENTPurchase Agreement • May 27th, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of May 26, 2011, by and between GOLDEN PHOENIX MINERALS, INC., a Nevada corporation, (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
RECITALSMineral Lease Agreement • December 29th, 1997 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • Alaska
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 19th, 2005 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California
This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 23rd day of April, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and each “Investor” set forth on the signature pages hereto.
EMPLOYMENT AGREEMENT BETWEEN GOLDEN PHOENIX MINERALS, INC. AND KENNETH S. RIPLEYEmployment Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is dated as of March 13, 2006 (the “Execution Date”) and is entered into by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and Kenneth S. Ripley (the “Executive”), collectively referred to herein as the “parties”.
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
GOLDEN PHOENIX MINERALS, INC. as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and WATERTON GLOBAL VALUE, L.P., BY THE GENERAL PARTNER OF ITS GENERAL PARTNER, CORTLEIGH LIMITED as LenderStream Credit Agreement • April 23rd, 2012 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated September 26, 2011 (the “Effective Date”) and entered into by and between GOLDEN PHOENIX MINERALS, INC., a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), each person that accedes to the terms of this Agreement from time to time by executing a Guarantee, as a guarantor (each a “Guarantor” and, collectively, the “Guarantors”) and WATERTON GLOBAL VALUE, L.P. by the general partner of its general partner, Cortleigh Limited, as the lender (the “Lender”).
BRIDGE LOAN AGREEMENT Among GOLDEN PHOENIX MINERALS, INC. as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO as the Guarantors, WATERTON GLOBAL VALUE, L.P. as the Lender Dated as of August 3, 2011Bridge Loan Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This BRIDGE LOAN AGREEMENT dated as of August 3, 2011 (the “Closing Date”) is by and among GOLDEN PHOENIX MINERALS, INC., a corporation organized and existing under the laws of the State of Nevada, as the borrower (the “Borrower”), each person that accedes to the terms of this Agreement from time to time by executing a Guarantee, as guarantor (each a “Guarantor” and, collectively, the “Guarantors”), and WATERTON GLOBAL VALUE, L.P., by the general partner of its general partner, Cortleigh Limited, as the lender (“Lender”).
OPTION AGREEMENT Made as of July 25, 2011 BETWEEN GOLDEN PHOENIX MINERALS, INC. AND MHAKARI GOLD (NEVADA) INC.Option Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
WHEREAS the Optionor owns or controls those mineral property interests comprising the Coyote Extension (as defined below);
EXHIBIT 4.2 FINANCIAL CONSULTING AGREEMENT THIS AGREEMENT IS MADE BY AND BETWEEN GOLDEN PHOENIX MINERALS, A MINNESOTA BASED CORPORATION HAVING ITS PRINCIPAL OFFICE AT 3595 AIRWAY DRIVE, SUITE 405, RENO NV 89511 (THE "COMPANY"). AND JASON BAHNMAN 7316...Financial Consulting Agreement • September 1st, 1998 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • Nevada
SUPPLEMENTAL COMPENSATION AGREEMENTSupplemental Compensation Agreement • May 22nd, 2009 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS SUPPLEMENTAL COMPENSATION AGREEMENT (the “Agreement”) is made effective as of May 18, 2009, by and between Robert P. Martin, the President of Golden Phoenix Minerals, Inc. (the “Executive”) and Golden Phoenix Minerals, Inc., a Nevada corporation with its principal place of business at 1675 E. Prater Way, Suite 102, Sparks, NV 89434 (the “Company”).
CONSULTING AGREEMENT made this 1st day of July 2010 (“Effective Date”)Consulting Agreement • March 30th, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
RECITALSAgreement • October 22nd, 1997 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • Nevada
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 23rd, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of January 20, 2006, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
Exhibit 10.3Kennecott Agreement • October 22nd, 1997 • Golden Phoenix Minerals Inc /Fa/ • Metal mining • California
OPERATING AGREEMENT FOR MINERAL RIDGE GOLD, LLC, a Nevada limited liability companyOperating Agreement • May 24th, 2010 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This Limited Liability Company Operating Agreement is made as of March 10, 2010 (“Effective Date”) between Golden Phoenix Minerals, Inc., a Nevada corporation (“GPXM”), the address of which is 1675 East Prater Way, #102, Sparks, Nevada, 89434, and Scorpio Gold (US) Corporation, a Nevada corporation (“Scorpio US”), a wholly owned indirect subsidiary of Scorpio Gold Corporation (“Scorpio Gold”) the address of which is 995 Germain Street, Val d’Or, Quebec, J9P 7H7, Canada.
GOLDEN PHOENIX MINERALS, INC. as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and WATERTON GLOBAL VALUE, L.P., BY THE GENERAL PARTNER OF ITS GENERAL PARTNER, CORTLEIGH LIMITED as LenderStream Credit Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated September 26, 2011 (the “Effective Date”) and entered into by and between GOLDEN PHOENIX MINERALS, INC., a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), each person that accedes to the terms of this Agreement from time to time by executing a Guarantee, as a guarantor (each a “Guarantor” and, collectively, the “Guarantors”) and WATERTON GLOBAL VALUE, L.P. by the general partner of its general partner, Cortleigh Limited, as the lender (the “Lender”).
TERMINATION AGREEMENTTermination Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
SCORPIO GOLD CORPORATION, a British Columbia corporation, with an address of 995 Germain Street, Val-d’Or, Quebec, Canada J9P 7H7 (“Scorpio”)
OPTION AGREEMENTOption Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS OPTION AGREEMENT is made and entered into as of August 3, 2011 (the “Effective Date”) by and between GOLDEN PHOENIX MINERALS, INC., a Nevada corporation, whose address is 1675 E. Prater Way, Suite 102, Sparks, Nevada 89434 (the “Grantor”) and WATERTON GLOBAL VALUE, L.P., by the general partner of its general partner, Cortleigh Limited, whose address is Folio House, P.O. Box 800, Road Town, Tortola, VG1110 (“Waterton”), with Scorpio Gold (US) Corporation, a Nevada corporation, whose address is 995 Rue Germain, Val-d’Or, Quebec, Canada J9P 7H7 (“Scorpio Gold”), acknowledging the agreements contained herein. Grantor and Waterton will be collectively referred to hereinafter as the “Parties” and individually as “Party.”
SHARE AND WARRANT PURCHASE AGREEMENTEscrow Agreement • April 25th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • California
THIS SHARE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of the 23rd day of April, 2007, by and among Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”), and each investor set forth on the signature pages affixed hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement and Mutual Release • January 16th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
This Settlement Agreement and Mutual Release (the “Agreement”) is effective the 1st day of December 2006, and is by and between Plaintiff, FRANK W. LEWIS, TRUSTEE OF THE FRANK W. LEWIS REVOCABLE LIVING TRUST DATED MARCH 15, 2004; Third-Party Defendant, THE SHARON F. LEWIS TRUST DATED JANUARY 22, 2004; and Defendant/Third-Party Claimant, GOLDEN PHOENIX MINERALS, INC. (Frank W. Lewis Trust and Golden Phoenix together may be referred to as the “Parties” or as a “Party ”).
TERMINATION AGREEMENTTermination Agreement • January 23rd, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Illinois
TERMINATION AGREEMENT (the “Agreement”), dated as of January 19, 2006, by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation, (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”).
AMENDMENT TO OPERATING AGREEMENTOperating Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS AMENDMENT TO OPERATING AGREEMENT (the “Amendment”), dated as of August 3, 2011, is made and entered into by and among MINERAL RIDGE GOLD, LLC, a Nevada limited liability company (the “Company”), GOLDEN PHOENIX MINERALS, INC., a Nevada corporation and a member of the Company (“GPXM”) and SCORPIO GOLD (US) CORPORATION, a Nevada corporation and a member and manager of the Company (“Scorpio US”).
AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Amendment”), dated as of October 28, 2011, is made and entered into by and among GOLDEN PHOENIX MINERALS, INC., a Nevada corporation (“Golden Phoenix”) and PINNACLE MINERALS CORPORATION, a Florida corporation (“Pinnacle”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • February 5th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
This Addendum to Employment Agreement (the “Addendum”) made and entered into as of January 31, 2007, is an Addendum to that certain Employment Agreement dated as of February 22, 2006 (the “Employment Agreement”), by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Company”) and David A. Caldwell (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • June 29th, 2007 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
THIS SECURITY AGREEMENT (this “Agreement”), dated as of June 12, 2007, is made by and between Golden Phoenix Minerals, Inc., a Minnesota corporation (the “Borrower”), and Crestview Capital Master LLC., a Delaware limited liability company (the “Secured Party”).
BRIDGE LOAN AND DEBT RESTRUCTURING AGREEMENTBridge Loan and Debt Restructuring Agreement • May 15th, 2009 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This Bridge Loan and Debt Restructuring Agreement (the “Agreement”), dated as of January 30 2009, is entered into by and among Golden Phoenix Minerals, Inc., a Nevada corporation (the “Company”), and Crestview Capital Master, LLC., a Delaware limited liability company (the “Lender” or “Crestview”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
This Membership Interest Purchase Agreement (the “Agreement”) is made as of March 7, 2011 (the “Effective Date”) by and among Golden Phoenix Minerals, Inc., a Nevada corporation (“Golden Phoenix”), Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), Molyco, LLC, a Nevada limited liability company (the “Company”), and Salwell International, LLC, a Nevada limited liability company (“Salwell”).
SETTLEMENT AGREEMENTSettlement Agreement • April 17th, 2006 • Golden Phoenix Minerals Inc /Mn/ • Metal mining • Nevada
THIS SETTLEMENT AGREEMENT (“Agreement”) is made this 26th day of August, 2005 (the “Effective Date”), by and between GOLDEN PHOENIX MINERALS, INC., a Minnesota corporation qualified to do business in Nevada (“Golden Phoenix”); EARL HARRISON, dba WESTERN MINE DEVELOPMENT; RETRIEVERS LLC, a Nevada limited liability company, and JOHN TINGUE and KRIS TINGUE, husband and wife (referred to collectively as “Retrievers”).
