gpxm10q20090331ex10-3.htm


    
      

      

    

    
      Exhibit
10.3

      Binding
Memorandum of Understanding

      This is a
binding Memorandum of Understanding (MOU) between Golden Phoenix (GPXM) and
Win-Eldrich Gold Inc. (WEG) regarding the purchase of 100% of GPXM interest in
the Ashdown Project LLC (LLC). The general terms of this MOU are modified and
agreed to by the boards of GPXM and WEG as of February 28, 2009.  The
MOU is subject to TSX venture approval and financing.

       

      The terms
of the purchase include:

       

      
        	
                 
      

              	
                ·

              	
                WEG
      agrees to pay GPXM $5,300,000 and assumes 100% of all obligations and
      liabilities held by the Ashdown Project LLC unless otherwise
      noted.

              


      

       

      
        	
                 
      

              	
                ·

              	
                GPXM
      will hold a Note for the $5,300,000 purchase price with a 72 month
      term.

              


      

       

      
        	
                 
      

              	
                ·

              	
                $1,500,000
      of the Note will hold a first secured position against all assets of the
      LLC and 100% of the Membership interest in the LLC and the remaining
      $3,800,000 will be secured in a second
position.

              


      

       

      
        	
                 
      

              	
                ·

              	
                WEG
      will have an additional $1,500,000 to assign in the first secured position
      (total of $3,000,000) to accommodate new investors into the
      Project.  Assignment of this security will be at its sole
      discretion.

              


      

       

      
        	
                 
      

              	
                ·

              	
                Interest
      rate on the Note will be calculated on a quarterly basis at the prime plus
      2% and capped at a maximum interest rate of 10% and will commence from the
      date of the definitive agreement.

              


      

       

      
        	
                 
      

              	
                ·

              	
                No
      principle payments are due until April 1,
2010.

              


      

       

      
        	
                 
      

              	
                ·

              	
                Interest
      will begin to accrue April 1, 2009, and principle and interest payments
      will be payable on a monthly basis beginning on April 1,
    2010.

              


      

       

      
        	
                 
      

              	
                ·

              	
                Definitive
      Purchase Agreement to close no later than April 1,
  2009.

              


      

       

      
        	
                 
      

              	
                ·

              	
                All
      litigation between the WEG and GPXM is terminated upon signing of the
      definitive agreement.

              


      

       

      
        	
                 
      

              	
                ·

              	
                GPXM
      will retain no (NSR) net smelter royalty encumbrance against the
      property.

              


      

       

      
        	
                 
      

              	
                ·

              	
                GPXM
      will have the right to appoint a representative to the WEX BOD, and WEX
      will have the right to appoint a representative to the GPXM
      BOD.

              


      

       

      


       

      


       

      
        
          	
                  /s/ David A.
      Caldewell

                	
                  /s/ Perry D.
      Muller

                
	 
      	
                  David
      A. Caldwell

                	 
      	
                  Perry
      D. Muller

                
	 
      	
                  CEO

                	 
      	
                  President

                
	 
      	
                  Golden
      Phoenix Minerals Inc.

                	 
      	
                  Win-Eldrich
      Gold, Inc.

                
	 
      	
                  2/25/2009

                	 
      	
                  2/25/2009

                


        

      

      
 

      
        
          
            	 
      	
                    /s/ Thomas
      Klein

                  
	 
      	
                     
      

                  
	 
      	
                    Witness

                  
	 
      	
                    2/25/2009

                  


          

           


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          Binding
Employment Side Letter Agreement

        

      

       

       

      
        	
                 
      

              	
                1.

              	
                GPXM
      will be responsible for any remaining contractual payments including
      severance payments and expense reports due to Kent Aveson and David
      Tretbar.

              


      

      
        	
                 
      

              	
                2.

              	
                WEG
      will be responsible for all payroll obligations that were made after
      November 9th,
      2008, including payment of all currently outstanding payroll taxes
      due.

              


      

      
        	
                 
      

              	
                3.

              	
                Any
      Employees hired and/or rehired after November 14th,
      2008 will be the responsibility of
WEG.

              


      

      


       

       

      
        
          	
                  /s/ David A.
      Caldewell

                	
                  /s/ Perry D.
      Muller

                
	 
      	
                  David
      A. Caldwell

                	 
      	
                  Perry
      D. Muller

                
	 
      	
                  CEO

                	 
      	
                  President

                
	 
      	
                  Golden
      Phoenix Minerals Inc.

                	 
      	
                  Win-Eldrich
      Gold, Inc.

                
	 
      	
                  2/25/2009

                	 
      	
                  2/25/2009

                


        

      

       

      

        
          
            	 
      	
                    /s/ Thomas
      Klein

                  
	 
      	
                     
      

                  
	 
      	
                    Witness

                  
	 
      	
                    2/25/2009

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Binding
Side Letter Agreement for Assumption of Liabilities and other
Issues

       

       

      
        	
                 
      

              	
                1.

              	
                All
      documents including (accounting documents, permitting documents,
      loan/lease documents, and any geological materials including maps, core
      samples, and etc. pertaining to the project) in GPXM’s control relating to
      Ashdown will need to be transferred over to
  Win-Eldrich.

              


      

      
        	
                 
      

              	
                2.

              	
                Any
      Equipment that GPXM is a guarantor on will need to have best efforts done
      to remove them as guarantor as soon as reasonably possible.  WEG
      will notify GPXM if they lapse on current payment for any of the
      lease/loan agreements.

              


      

      
        	
                 
      

              	
                3.

              	
                WEG
      will be responsible for up to $100,000 of the payments and liabilities due
      to Retrievers LLC.  In return GPXM will get a release from
      Retrievers LLC of all claims and title to the Ashdown
      Mill.  Retrievers LLC will then have the right to piggy back
      onto GPXM’s security in the Ashdown
Property.

              


      

      
        	
                 
      

              	
                4.

              	
                GPXM
      will be taking care of Ashdown Milling Company LLC’s production payment
      contract and no NSRs will be attached to the
  property.

              


      

      
        	
                 
      

              	
                5.

              	
                The
      leased assets in Exhibit A will be transferred to Ashdown Project
      LLC.

              


      

      
        	
                 
      

              	
                6.

              	
                All
      Leases and Loans against the 2 Muckers, 2 Trucks, and 2 Telehandlers will
      be maintained current and in good
standing.

              


      

      
        	
                 
      

              	
                7.

              	
                The
      loan balance of $160,230 and any accrued interest between GPXM and Ashdown
      Project LLC will be forgiven.

              


      

      
        	
                 
      

              	
                8.

              	
                GPXM
      and WEG agree to evenly split all year-end costs for legal and accounting
      related to the sale and to the preparation of the year-end financials
      (including audit costs etc.).

              


      

      
        	
                 
      

              	
                9.

              	
                Any
      unknown liabilities that may have been incurred prior to November 9th,
      2008 and that may present themselves within the next twelve months will be
      shared equally between GPXM and
WEG.

              


      

      
        	
              	
                10.

              	
                GPXM
      will have prepared a definitive agreement by no later than March 6,
      2009.

              


      

      


       

       

      
        
          	
                  /s/ David A.
      Caldwell

                	
                  /s/ Perry D.
      Muller

                
	 
      	
                  David
      A. Caldwell

                	 
      	
                  Perry
      D. Muller

                
	 
      	
                  CEO

                	 
      	
                  President

                
	 
      	
                  Golden
      Phoenix Minerals Inc.

                	 
      	
                  Win-Eldrich
      Gold, Inc.

                
	 
      	
                  2/25/2009

                	 
      	
                  2/25/2009

                


        

      

       

      

        
          
            	 
      	
                    /s/ Thomas
      Klein

                  
	 
      	
                     
      

                  
	 
      	
                    Witness

                  
	 
      	
                    2/25/2009

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      
        
          
            
              	
                      Golden
      Phoenix Minerals

                    	 
      	 
      
	
                      Assets
      Leased to Ashdown Project

                    	 
      
	
                      Exhibit
      "A"

                    	 
      	 
      
	
                      Description

                    	
                      ID

                    	
                      LPN

                    
	
                      Mucker

                    	 
      	 
      
	
                      Driscopipe
      Welder

                    	 
      	 
      
	
                      2004
      GMC w/camper shell - silver

                    	
                      2GTEK19T341339087

                    	
                      030RVB

                    
	
                      2002
      C&B Utility Trailer

                    	
                      4JUUS16202N008561

                    	
                      46368M

                    
	
                      2001
      GMC Sierra K1500 - gray

                    	
                      1GTEK19TX1E162032

                    	
                      467NVE

                    
	
                      2001
      GMC Sierra - blue

                    	
                      1GTEK19TX1E166419

                    	
                      466NVE

                    
	
                      1999
      Chev 1 Ton Crewcab - white

                    	
                      1GCHK33J6XF041579

                    	
                      015PYW

                    
	
                      1991
      Dodge Ram Wagon - Red

                    	
                      2B5WB35ZOMK457711

                    	
                      166SEA

                    
	
                      Whisperwatt
      25KVA Generator

                    	
                      MQ25
      3664809

                    	 
      
	
                      1989
      Ford Van - tan

                    	
                      1F8JS31H3KHC03350

                    	
                      715SVK

                    
	
                      Total
      Lease Cost