AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
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);
SECURITY AGREEMENTSecurity Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS SECURITY AGREEMENT (together with all amendments, restatements, modifications, supplements and revisions thereof in accordance with its terms, the “Agreement”) is made as of August 3, 2011 by GOLDEN PHOENIX MINERALS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Debtor”) in favor and for the benefit of WATERTON GLOBAL VALUE, L.P., by the general partner of its general partner, Cortleigh Limited (the “Secured Party”).
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 LenderSenior Secured Gold Stream 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.”
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”).
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”).
AMENDMENT TO MINING ASSET PURCHASE AND STRATEGIC ALLIANCE AGREEMENTMining Asset Purchase and Strategic Alliance Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
TERMINATION, SETTLEMENT AND RELEASE AGREEMENTTermination, Settlement and Release Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
CONSULTING AGREEMENT made this 1st day of September 2011Consulting Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
SANTA ROSA GOLD MINE (PANAMA) DEFINITIVE ACQUISITION AGREEMENTDefinitive Acquisition Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining
THIS AGREEMENT (hereinafter the “Agreement”) dated as of the 16th day of September, 2011 (“Effective Date”) by and among SILVER GLOBAL S.A., a corporation organized and existing under the laws of the Republic of Panama (hereinafter referred to as “Silver Global”), and GOLDEN PHOENIX MINERALS INC., a corporation organized and existing under the laws of the State of Nevada, United States of America (hereinafter referred to as “Golden Phoenix”), collectively referred to in this agreement as the “Parties”.
CONSENT, WAIVER AND SUBORDINATIONConsent, Waiver and Subordination Agreement • November 21st, 2011 • Golden Phoenix Minerals Inc • Metal mining • Nevada
THIS CONSENT, WAIVER AND SUBORDINATION (this “Agreement”), dated as of August 3, 2011, is made 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”) for the benefit of WATERTON GLOBAL VALUE, L.P., by the general partner of its general partner, Cortleigh Limited (together with its successors and assigns, the “Beneficiary”).
