gpxm10q20090630ex10-4.htm


    
      

      

    

    


    GLOBAL SETTLEMENT AGREEMENT
& MUTUAL RELEASE OF ALL CLAIMS BY ALL PARTIES

     

    THIS GLOBAL SETTLEMENT AGREEMENT &
MUTUAL RELEASE OF ALL CLAIMS BY ALL PARTIES (“Agreement”) is dated, entered into
and made fully effective (irrespective of the date actually signed by the
parties) as of the 13 day of May, 2009, by and among RETRIEVERS, LLC, a Nevada
Limited Liability Company (“Retrievers”), JOHN TINGUE, individually and as a
Member and Manager of RETRIEVERS (“JT”), and KRIS TINGUE, individually and as
Member and Manager of RETRIEVERS(“KT”), on behalf of themselves, their
respective family members, partners, associates, affiliates, co-venturers,
heirs, executors, administrators, attorneys, and assigns, (all of the foregoing
three (3) named persons and one (1) entity may be hereinafter variously referred
to as the “RETRIEVERS GROUP”), and GOLDEN PHOENIX MINERALS, INC., a Nevada
corporation (“GPM”), as an entity and as a Member, Manager, and/or Unit holder
of ASHDOWN PROJECT, LLC, a Nevada Limited Liability Company a/k/a ASHDOWN MINE
LLC (“Ashdown”), Ashdown, as an entity; WIN-ELDRICH GOLD, INC., a corporation
(“WEG”), as an entity and as a Member, Manager, and/or Unit holder of ASHDOWN;
and PERRY MULLER, individually and as a Member, Manager, and/or Unit holder of
Ashdown and/or an officer, director and/or shareholder of WEG, directly or
indirectly (“PM”), and GPM, ASHDOWN, WEG and PM on behalf of themselves, their
respective family members, partners, associates, affiliates, co-venturers,
heirs, executors, administrators, attorneys, and assigns, sometimes collectively
or jointly referred to as the “ASHDOWN GROUP” such reference specifically
including each of the three (3) entities and one (1) person included in the
referenced ASHDOWN GROUP, jointly and severally.

     

    Recitals

     

    A. 
          Whereas, on February
12, 2009, RETRIEVERS commenced a lawsuit against the ASHDOWN GROUP in the Sixth
Judicial District Court of the State of Nevada, in and for the County of
Humboldt, Case No. CV-17880 (the “Lawsuit”), seeking (1) to establish rights,
titles, and interests in and to certain personal property known as the “Kingston
Mill”, consisting of certain machinery and equipment (together, the “Kingston
Mill”); (2) damages for breaches of contract and other claims; and (3) certain
equitable relief, all as more specifically identified and set forth in the
Lawsuit.  The Lawsuit included claims arising out of certain
obligations and agreements contained in a Settlement Agreement between
Retrievers and Golden Phoenix, made as of August 26, 2005 (“Settlement
Agreement”).

     

    B.  
         Whereas, on February 27,
2009, after all named defendants in the Lawsuit had been lawfully served with
process, and prior to any responsive pleading having been filed in the Lawsuit
by any defendant, representatives of the ASHDOWN GROUP met with representatives
of the RETRIEVERS GROUP to discuss a potential settlement of all disputes among
the parties, and the parties have reached an agreement for the terms of a
resolution of the Lawsuit on the terms and conditions set forth
below.

     

    C.  
         Whereas, the parties wish
to compromise and settle all claims and issues arising from, or related to, the
interests in and titles to the Kingston Mill, and the other issues set forth in
the Lawsuit, and any and all claims the respective parties, persons and entities
named above may have against any other party or person named herein or therein
as a result of their joint and/or several business and/or other relationships,
actual and/or proposed/discussed, involving RETRIEVERS, the Kingston Mill, the
claims asserted in the Lawsuit, other business proposals and/or potential
ventures, or otherwise, all on the terms and conditions expressed in this
Agreement.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    D.            PM’s
payment of $100,000 will entitle him or assignee to the unencumbered ownership
of Kingston Mill.

     

    NOW, THEREFOR, FOR GOOD AND VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged by
all of the undersigned, and in exchange for the mutual covenants set forth in
this Settlement Agreement, the parties hereto agree as follows:

     

    SECTION
1

     

    Consideration

     

    1.1           In
full and complete settlement of any and all claims, past and present, whether
known or unknown, existing now or in the future, asserted by the RETIEVERS GROUP
against the ASHDOWN GROUP, including, but not limited to, all claims asserted in
the Lawsuit and any and all claims that could have been asserted in the Lawsuit
against the ASHDOWN GROUP, jointly and severally, and any other claims which may
hereafter be asserted against the ASHDOWN GROUP arising from the Lawsuit, or
otherwise involving the relationships and dealings, including, but not limited
to, that certain Settlement Agreement dated August 26, 2005 by and between
GPM, RETRIEVERS, JT, KT and Earl Harrison d/b/a Western Mine Development,
proposed/discussed dealings and ventures, among any or all of the various
entities and persons included in the ASHDOWN GROUP and the persons in the
ASHDOWN GROUP, the ASHDOWN GROUP shall cause to be paid to the RETRIEVERS GROUP,
the total sum of TWO HUNDRED
AND SIXTY-FIVE THOUSAND U.S. Dollars (US$265,000.00), which shall
constitute the sole, full and exclusive cash payment to the RETRIEVERS GROUP, or
any entity or person included therein, by the ASHDOWN GROUP, as full
consideration from the ASHDOWN GROUP to fully and finally settle all claims and
issues between the ASHDOWN GROUP, and any of the three (3) entities and one (1)
person included therein, and the RETRIEVERS GROUP, and of the two (2) persons
and one (1) entity included therein, whether raised in the Lawsuit, or
otherwise, except as provided in this Agreement.

     

    1.2           The
payment of the TWO HUNDRED AND
SIXTY-FIVE THOUSAND U.S. Dollars (US$265,000.00) shall be paid as
follows:  certified funds made payable to “RETRIEVERS, LLC”, on the
following payment schedule:

     

    a.
$100,000.00 concurrent with execution of this Agreement, shall be paid solely by
PM and is not a GPM obligation.

     

    b.
$165,000.00 shall be paid solely from monies raised by and/or received by GPM
from and after the date of this Agreement, said $165,000.00 to be paid based on
twenty-five percent (25%) of any and each of all monies raised and/or received
in any manner, through any means, from any source by any person or entity
involved with or related, directly or indirectly, to GPM until fully paid; and
is not a WEG/PM/ASHDOWN obligation.

     

    


    
      
        
           


        

        
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    c. The
sum of $165,000.00 due and payable to
RETRIEVERS hereunder shall be evidenced by a promissory note signed by GPM,
secured by all the assets of GPM, and its subsidiaries, and shall be a lien upon
and fully encumber any and all properties, both real and personal, owned by GPM
directly or indirectly, including, but not limited to, the Kingston Mill, should
GPM acquire any rights or interests therein, and shall accrue interest thereon
at the rate of 12% per annum, commencing on the date of this Agreement until
paid in full.  RETRIEVERS GROUP hereby acknowledges and consents to
GPM’s intended transfer and sale of all of its ownership interest in and to
ASHDOWN to WEG, free and clear of encumbrances, such that RETRIEVERS’ security
interest shall attach only to the proceeds of the sale of GPM’s ownership
interest in ASHDOWN and not to GPM’s ownership interest itself.

     

    d.
Concurrent with execution of this Agreement, and specifically conditioned upon
the receipt by RETRIEVERS in good funds in the amount of $100,000.00 RETRIEVERS
shall execute and deposit in escrow with its undersigned attorney a Bill of Sale
for the Kingston Mill in favor of PM or his assignee.  Upon receipt by
RETRIEVERS of the sum of $100,000.00, made payable to RETRIEVERS’ counsel’s
client trust account and RETRIEVERS LLC and tendered thereto, the undersigned
attorney, as escrow agent, shall deliver the Bill of Sale to PM or his assignee,
as directed by PM, in writing.

     

    e.
RETRIEVERS GROUP hereby acknowledges and consents to the contemplated transfer
of title in and to the Kingston Mill to PM in exchange for the $100,000 to be
paid to RETRIEVERS pursuant to Section 1.2(a).

     

    1.3           As
additional consideration hereunder, RETRIEVERS shall prepare a Bill of Sale for
the Kingston Mill in the name of PM or his assignee, as directed in
writing.  PM represents and acknowledges that they or their
representative(s) have inspected the Kingston Mill on or before the date of this
Agreement and are accepting the Kingston Mill “as-is, where-is” and not relying
on any representations or warranties by the RETRIEVERS GROUP, or any entity or
person included therein, in entering into this Agreement or accepting the
Kingston Mill “as-is, where-is”, and PM expressly represents and acknowledges
that neither the RETRIEVERS GROUP nor any of the persons or entity included
therein have made any representation(s) or warranty (ies) relating to the
Kingston Mill, or any other aspect of this Agreement.

     

    1.4           Upon
delivery of the Bill of Sale, ASHDOWN and PM will enter into a lease for the
Kingston Mill, and ASHDOWN will solely be responsible for applying, if necessary
or appropriate, and paying for, any and all permits, licenses and related
approvals, and complying with regulatory requirements/issues pertaining to
re-activating, if applicable, any permits, bonds, etc., related to the Kingston
Mill, for any proposed or desired future operations.  The RETRIEVERS
GROUP will have no responsibility of any nature in this regard, and specifically
makes no representation of any nature in regard to any of these
matters/issues.  Necessary maintenance and repairs shall be performed
by ASHDOWN, at ASHDOWN’s sole cost and expense.

    


    
      
        
           


        

        
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    SECTION
2

     

    Release

     

    2.1           In
consideration for the undertakings described in this Agreement, and only after
receipt in full of the sum of $100,000.00 due and payable pursuant to section
1.2 above, RETRIEVERS, JT, KT and the RETRIEVERS GROUP, on behalf of themselves,
jointly and severally, and their respective family members, partners,
associates, successors, assigns, affiliates, co-venturers, heirs, executors,
administrators and assigns, fully, finally, unconditionally and forever release
and discharge GPM, ASHDOWN, WEG and PM, and the ASHDOWN GROUP, from any and all
claims, demands, losses, damages, actions, causes of action, suits, debts,
promises, liabilities, obligations, liens, costs, expenses, attorneys’ fees,
indemnities, subrogations (contractual or equitable) or duties, of any nature,
character or description whatsoever, whether known or unknown, fixed or
contingent, accrued or not yet accrued, matured or not yet matured, anticipated
or unanticipated, asserted or unasserted, arising from, or relating to, directly
or indirectly, activities of whatsoever nature related to RETRIEVERS and/or the
business and/or operations of RETRIEVERS, proposed or actual, and/or
relationships among the various entities, persons and/or parties and/or the
Lawsuit, the Settlement Agreement and/or any proposed business or ventures with,
by or among the various parties, or others.  Specifically excluded
from the terms of this release is the obligation for GPM to pay the promissory
note for $165,000 due and payable under section 1.2, above, which obligation
shall specifically remain in full force and effect until paid in full, with all
accrued interest.

     

    2.2           The
release of the claims in Subsection 2.1 includes, but is not limited to, claims
at law or equity or sounding in contract (express or implied) or torts arising
under federal, state, or local laws or the common law or any claims, including
breach of contract, breach of the covenant of good faith and fair dealing,
breach of fiduciary duty, fraud, negligence, professional negligence, any claim
brought under NRS Chapter 86, any claim seeking declaratory, injunctive, or
equitable relief, or any other claim of any type whatsoever, arising out of the
statutory or common law of any state (collectively referred to as “Released
Claims”).  The parties likewise release each other from any and all
obligations for attorney’s fees, costs and expenses incurred in regard to the
Lawsuit and claims.

     

    2.3           In
consideration for the undertakings described in this Agreement (including the
transfer of the Kingston Mill to PM) GPM, ASHDOWN, WEG and PM, and the ASHDOWN
GROUP, on behalf of themselves, jointly and severally, and their respective
family members, partners, associates, successors, assigns, affiliates,
co-venturers, heirs, executors, administrators and assigns, fully, finally
unconditionally and forever release and discharge RETRIEVERS, JT, KT and the
RETRIEVERS GROUP, from any and all claims, demands, losses, damages, actions,
causes of action, suits, debts, promises, liabilities, obligations, liens,
costs, expenses, attorneys’ fees, indemnities, subrogations (contractual or
equitable) or duties, of any nature, character or description whatsoever,
whether known or unknown, fixed or contingent, accrued or not yet accrued,
matured or not yet matured, anticipated or unanticipated, asserted or
unasserted, arising from, or relating to, directly or indirectly, activities of
whatsoever nature related to RETRIEVERS and/or the business and/or operations of
RETRIEVERS, proposed or actual, and/or relationships among the various entities,
persons, and/or parties and/or the matters raised in the Lawsuit and/or any
proposed business or ventures with, by or among the various parties, or
others.

     

    
      
        
           


        

        
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    2.4           The
release of claims in Subsection 2.3 includes, but is not limited to, claims at
law or equity or sounding in contract (express or implied) or torts arising
under federal, state, or local laws or the common law or any claims, including
breach of contract, breach of the covenant of good faith and fair dealing,
breach of fiduciary duty, fraud, negligence, professional negligence, any claim
brought under NRS Chapter 86, any claim seeking declaratory, injunctive, or
equitable relief, or any other claim of any type whatsoever, arising out of the
statutory or common law of any state (collectively referred to as “Released
Claims”).  The parties likewise release each other from any and all
obligations for attorney’s fees, costs and expenses incurred in regard to the
Lawsuit and claims.

     

    2.5           GPM,
ASHDOWN, WEG, PM and the ASHDOWN GROUP, forever agree to defend, indemnify, and
hold harmless from any and all claims asserted against any of them as a result
of, or in connection with, any action or proceeding brought either directly or
indirectly by, on behalf of, in the name of, or by anyone claiming standing
through GPM, ASHDOWN, WEG and PM and/or the ASHDOWN GROUP, jointly and
severally, contrary to the releases provided in this Agreement or by anyone who
seeks compensation from any or all of RETRIEVERS, JT, KT, and/or the RETRIEVERS
GROUP, jointly or severally, based upon damage allegedly done to GPM, ASHDOWN,
WEG, PM and/or the ASHDOWN GROUP, jointly and/or severally, during or as a
result of his/their joint and/or several status and/or business activities or
relationships relating to the RETRIEVERS GROUP, or members thereof, jointly or
severally.

     

    2.6           RETRIEVERS,
JT, and KT, jointly and severally, forever agree to defend, indemnify, and hold
harmless from any and all claims asserted against any of them as a result of, or
in connection with, any action or proceeding brought, directly or indirectly, a)
by, on behalf of, in the name of, or by anyone claiming standing through
RETRIEVERS, JT and/or KT, jointly and severally, contrary to the releases
provided in this Agreement; or b) by anyone who seeks compensation from any or
all of GPM, ASHDOWN, WEG, PM and/or the ASHDOWN GROUP, jointly or severally,
based upon damage allegedly done to them, jointly and/or severally, during or as
a result of his/their joint and/or several status and/or business activities or
relationships relating to the RETRIEVERS GROUP, or members thereof, jointly or
severally.

     

    2.7           The
ASHDOWN GROUP represents that they have carefully read this Agreement and have
been fully advised by their own legal counsel as to the nature and extent of
each of the terms and provisions of this document, and hereby authorizes the
dismissal of the Lawsuit, with prejudice, and specifically, completely, fully
and finally waiving, relinquishing and surrendering, with prejudice, any and all
claims which they have, had, or may have in the future, whether known or
unknown, against the RETRIEVER GROUP, and/or any members thereof, related to or
arising from, directly or indirectly, the matters set forth in the Lawsuit,
and/or the ownership and/or operation of the Kingston Mill.

    


    
      
        
           


        

        
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    2.8           The
RETRIEVERS GROUP, jointly and severally, represent that they have carefully read
this Agreement and have been fully advised by their own legal counsel as to the
nature and extent of each of the terms and provisions of this document, and
hereby authorizes the dismissal of the Lawsuit, with prejudice.

     

    2.9           GPM,
ASHDOWN, WEG, PM and the ASHDOWN GROUP, jointly and severally, expressly and
specifically understand, acknowledge and agree that the releases provided in
this section 2 and the dismissal of the lawsuit in section 3, below, are
specifically and unconditionally contingent upon the receipt by the RETRIEVERS
GROUP of the full sum of $100,000.00 due and payable under the terms of section
1.2, above.  In the event the RETRIEVERS GROUP fails to receive the
full sum of $100,000.00 as and when due hereunder, the releases and dismissal
contained herein are null and void.

     

    2.10           Each
entity and person named in this Release has been advised by counsel with respect
to this Release and the Stipulation for Dismissal with Prejudice constituting a
settlement of the Lawsuit, and specifically, have discussed and reviewed, if
applicable to such party, the provisions of California Civil Code, Section 1542,
as set forth below, and upon the advice of such counsel, each of them hereby
waives the protection afforded by such a statute:

     

    “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing a release, which if known
by him, must have materially affected his settlement with the
debtor.”

     

    SECTION
3

     

    Dismissal of The
Lawsuit

     

    3.1           Upon
receipt in full of good funds in the sum of $100,000.00 in RETRIEVERS GROUP due
and payable pursuant to section 1.2 above, RETRIEVERS, JT, KT, and the
RETRIEVERS GROUP, shall cause the Lawsuit to be dismissed with prejudice, each
party to bear its own costs, expenses and attorneys’ fees.  A
stipulation and order for dismissal with prejudice (“Stipulation”) will be
executed contemporaneously with the execution of this Agreement and held in
escrow by the undersigned attorney for the RETRIEVERS GROUP, pending his receipt
of the full sum of $100,000.00 made payable to his client trust account and
RETRIEVERS LLC, whereupon the Stipulation will be filed by the undersigned
attorney for RETRIEVERS with the Sixth Judicial District Court.

     

    SECTION
4

     

    Confidentiality

     

    The terms and conditions of this
Agreement shall be kept confidential and shall not be disclosed by GPM, ASHDOWN,
WEG, PM and/or the ASHDOWN GROUP, or their respective representatives or agents,
or by RETRIEVERS, JT, KT and/or the RETRIEVERS GROUP, or their respective
representatives or agents in any manner except: a) any party may disclose the
terms and conditions of this Agreement to their professional advisors,
attorneys, accountants, regulatory or taxing authorities or present or proposed
corporate affiliates, but only to the extent necessary for the conduct of their
business affairs; b) pursuant to court order issued by a court of competent
jurisdiction; or c) to enforce this Agreement.  The parties may
publicly or privately state that the Lawsuit has been settled, but shall
absolutely not disclose the terms of this Agreement, except as stated in this
Section 4.

    


    
      
        
           


        

        
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    SECTION
5

     

    Authority to
Execute

     

    All parties represent and warrant that
they have all requisite authority to execute and perform this
Agreement.  GPM, ASHDOWN, WEG, PM and the ASHDOWN GROUP, jointly and
severally, represent, covenant and warrant that neither GPM, ASHDOWN, WEG, PM
and/or the ASHDOWN GROUP, jointly or severally, have, directly or indirectly,
assigned, conveyed, encumbered or transferred any of the matters, rights or
claims released by this Agreement, specifically including, but not limited to,
any rights or interests in or the Kingston Mill.

     

    SECTION
6

     

    Purpose of Compromise and
Settlement

     

    The parties have each entered into this
Agreement solely for the purpose of settling and compromising the Lawsuit,
terminating any and all business relationships, proposed business relationships
and/or ventures, and involvement among any of the parties, if any, and settling
any and all disputes among the parties, and nothing contained in this Agreement
or its performance shall be deemed to be an admission or acknowledgement of:
liability; the existence of claims and/or damages; or the amount of any damages
relating to the actions and/or inactions of the parties, jointly or severally,
nor any other person or entity, involving or related, directly or indirectly, to
the Kingston Mill, or any other matter subject of the Lawsuit.

     

    SECTION
7

     

    Binding
Effect

     

    This Agreement shall inure to the
benefit of and be binding upon the parties and their respective family members,
heirs, successors and assigns.

     

    SECTION
8

     

    Waiver

     

    Neither the failure nor any delay on
the part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver of that right, remedy, power or
privilege.  No waiver of any right, remedy, power or privilege with
respect to any particular occurrence shall be construed as a waiver of such
right, remedy, power or privilege with respect to any other
occurrence.

     

    SECTION
9

     

    Time of the
Essence

     

    Time is of the essence of this
Agreement and all of its terms, provisions, conditions and
covenants.

    


    
      
        
           


        

        
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    SECTION
10

     

    Entire
Agreement

     

    This Agreement contains the entire
agreement between the parties and may not be changed or terminated orally but
only by a written instrument executed by the parties after the date of this
Agreement.

     

    SECTION
11

     

    Construction

     

    The terms and conditions of this
Agreement shall be construed as a whole according to their fair meaning and not
strictly for or against any party, with the purpose and intent to give this
Agreement, and the terms and conditions hereof, the most expansive construction
and application possible.  The parties acknowledge that each of them
has reviewed this Agreement and has had the opportunity to have it reviewed by
their attorneys and that any rule or construction to the effect that ambiguities
are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement, including its exhibits or any
amendments.

     

    SECTION
12

     

    Partial
Invalidity

     

    If any term of this Agreement or the
application of any term of this Agreement should be held by a court of competent
jurisdiction to be invalid, void or unenforceable, all provisions, covenants and
conditions of this Agreement, and all of its applications, not held invalid,
void or unenforceable, shall continue in full force and effect and shall not be
affected, impaired or invalidated in any way.

     

    SECTION
13

     

    Governing Law and
Forum

     

    The laws of the State of Nevada
applicable to contracts made or to be wholly performed there (without giving
effect to choice of law or conflict of law principles) shall govern the
validity, construction, performance and effect of this Agreement and venue and
jurisdiction shall be maintained at Washoe County, Nevada, on behalf of all
parties named herein.

     

    SECTION
14

     

    Necessary
Action

     

    Each of the parties shall do any act or
thing and execute any or all documents or instruments necessary or proper to
effectuate the provisions and intent of this Agreement.

    


    
      
        
           


        

        
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    SECTION
15

     

    Counterparts

     

    This Agreement may be executed in any
number of counterparts, each of which when duly executed and delivered shall be
an original, but all such counterparts shall constitute one and the same
agreement.  Any signature page of this Agreement may be detached from
any counterpart without impairing the legal effect of any signatures, and may be
attached to it one or more additional signature pages.  This Agreement
may be executed by signatures provided by electronic facsimile transmission
(also known as “Fax” copies), which facsimile signatures shall be as binding and
effective as original signatures.

     

    SECTION
16

     

    Notices

     

    16.1          Any
and all notices and demands by or from any party required or desired to be given
under this Agreement shall be in writing and shall be validly given or made if
served either personally or if deposited in the United States mail, certified or
registered, postage prepaid, return receipt requested.  If such notice
or demand is served by registered or certified mail in the manner provided,
service shall be conclusively deemed given upon receipt or attempted delivery,
whichever is sooner.

     

    16.2          Any
notice or demand to the ASHDOWN GROUP shall be addressed to:

     

    If to WEG, PM or ASHDOWN,
to:

     

    Attn:  Perry D.
Muller

    P.O. Box 3540

    Silver Springs, NV 89429

    


    If to GPM or ASHDOWN, to:

    


    Attn:  David A.
Caldwell

    1675 East Prater Way, Ste.
102

    Sparks, NV 89434

    


    16.3          Any
notice or demand to RETRIEVERS, JT or KT shall be addressed to Michael Morrison,
Esq., 1495 Ridgeview Drive, #220, Reno, NV 89159.

     

    16.4          Any
party may change its address for receiving notices or demands by a written
notice given in the manner provided in this Section, which notice of change of
address shall not become effective, however, until its actual receipt by the
other parties.

     

    SECTION
17

     

    Miscellaneous

     

    17.1           The
captions appearing at the commencement of the sections if this Agreement are
descriptive only and for convenience in reference to this Agreement and shall
not define, limit or describe the scope or intent of this Agreement, nor in any
way affect this Agreement.

     

    17.2           Masculine
or feminine pronouns shall be substituted for the neuter form and vice versa,
and the plural shall be substituted for the singular form and vice versa, in any
place or places in this Agreement in which the context requires such
substitution or substitutions.

    


    
      
        
           


        

        
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    SECTION
18

     

    Voluntary Nature of
Agreement

     

    By
executing this Agreement, all Parties, entities and persons, jointly and
severally represent that each of them, has carefully read and understands this
Agreement and each of them, is fully aware of its legal effect; each of them has
had an opportunity to and did, in fact, consult with their respective legal
counsel regarding this Agreement; and, the only matter(s) discussed, promise(s)
made to pr agreement(s) made by or with them is incorporated and stated in this
Agreement.  The parties, jointly and severally acknowledge that they
are signing this Agreement freely, voluntarily and with full knowledge of its
terms and consequences, with the express and unconditional purpose of fully and
finally settling any and all disputes among all the signatories hereto,
regardless of the nature, extent or source of any such disputes.

     

    PLEASE
READ THIS AGREEMENT CAREFULLY, IT CONTAINS A RELEASE OF ALL KNOWN OR UNKNOWN
CLAIMS.

     

    SIGNATURE
PAGES FOLLOW

     

    


    
      
        
           


        

        
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    IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first
indicated above.

    


    


    GOLDEN
PHOENIX MINERALS, INC.

     

     

    

      
        
          	 
      	
                  /s/
      David A. Caldwell

                	 
      	 
      	 
      	 
      
	
                  Name:

                	
                  David
      A. Caldwell

                	 
      	 
      	 
      	 
      
	
                  Title:

                	
                  Chief
      Executive Officer

                	 
      	 
      	 
      	 
      
	
                  Address:

                	
                  1675
      East Prater Way, #102

                	 
      	 
      	 
      	 
      
	 
      	
                  Sparks,
      NV 89434

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  WIN-ELDRICH
      GOLD, INC.

                	 
      	
                  PERRY
      MULLER

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  /s/
      Jeff Gall

                	 
      	 
      	
                  /s/
      Perry Muller

                	 
      
	
                  Name:

                	
                  Jeff
      Gall

                	 
      	 
      	 
      	 
      
	
                  Title:

                	
                  Chief
      Financial Officer

                	 
      	 
      	 
      	 
      
	
                  Address:

                	
                  PO
      Box 3540

                	 
      	 
      	 
      	 
      
	 
      	
                  Silver
      Springs, NV 89429

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  ASHDOWN
      PROJECT, LLC

                	 
      	 
      	 
      	 
      
	
                  MANAGEMENT
      COMMITTEE:

                	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  /s/
      David A. Caldwell

                	 
      	
                  /s/
      Peter S. Winn

                	 
      
	
                  Name:

                	
                  David
      A. Caldwell

                	 
      	
                  Name:

                	
                  Peter
      S. Winn

                	 
      
	
                  Title:

                	
                  Member
      of Management Committee

                	 
      	
                  Title:

                	
                  Member
      of Management Committee

                	 
      
	
                  Address:

                	
                  1675
      East Prater Way, #102

                	 
      	
                  Address:

                	
                  PO
      Box 3540

                	 
      
	 
      	
                  Sparks,
      NV 89434

                	 
      	 
      	
                  Silver
      Springs, NV 89429

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                  /s/
      Donald Prahl

                	 
      	
                  /s/
      Perry Muller

                	 
      
	
                  Name:

                	
                  Donald
      Prahl

                	 
      	
                  Name:

                	
                  Perry
      Muller

                	 
      
	
                  Title:

                	
                  Member
      of Management Committee

                	 
      	
                  Title:

                	
                  Member
      of Management Committee

                	 
      
	
                  Address:

                	
                  1675
      East Prater Way, #102

                	 
      	
                  Address:

                	
                  PO
      Box 3540

                	 
      
	 
      	
                  Sparks,
      NV 89434

                	 
      	 
      	
                  Silver
      Springs, NV 89429

                	 
      


        

      

    

    
 

    
      
        
           


        

        
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                RETRIEVERS,
      LLC

              	 
      	
                JOHN
      TINGUE

              	 
      
	 
      	 
      	 
      	 
      
	
                /s/
      John Tingue

              	 
      	
                          
       /s/ John Tingue

              	 
      
	
                By:     John
      Tingue

              	 
      	 
      	 
      
	
                Its:     Manager

              	 
      	
                KRIS
      TINGUE

              	 
      
	
                Address:

              	 
      	 
      	 
      
	 
      	 
      	
                        
         /s/ Kris Tingue

              	 
      


      

    

    


     

     

     

    
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