0001096906-10-000722 Sample Contracts

OPERATING AGREEMENT FOR MINERAL RIDGE GOLD, LLC, a Nevada limited liability company
Operating 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.

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EXPLORATION, DEVELOPMENT AND MINING JOINT VENTURE MEMBERS’ AGREEMENT AND LIMITED LIABILITY COMPANY OPERATING AGREEMENT By And Between Scorpio Gold Corporation And Scorpio Gold (US) Corporation And Golden Phoenix Minerals, Inc. Dated December 31, 2009
Members’ Agreement • May 24th, 2010 • Golden Phoenix Minerals Inc • Metal mining • Nevada

This Members’ Agreement (the “Agreement”) is made as of December 31, 2009 (“Effective Date”) between Golden Phoenix Minerals, Inc., a Nevada corporation (“GPXM”), the address of which is 1675 East Prater Way, #102, Sparks, Nevada, 89434, Scorpio Gold (US) Corporation, a Nevada corporation (“Scorpio US”), the address of which is 995 Germain Street, Val d’Or, Quebec, J9P 7H7, Canada and Scorpio Gold Corporation, a British Columbia corporation (“Scorpio Gold”) the address of which is 995 Germain Street, Val d’Or, Quebec, J9P 7H7, Canada.

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