Exhibit
14





GOLDEN PHOENIX MINERALS,
INC.





CODE OF
BUSINESS CONDUCT AND ETHICS


(As
adopted on April 1, 2010)





INTRODUCTION





Golden Phoenix Minerals, Inc. (the
“Company”) is committed to maintaining the highest standards of ethical conduct,
promoting integrity, deterring wrongdoing and complying with applicable laws,
rules and regulations.  In furtherance of this commitment, the Board
of Directors (the “Board”) has adopted this Code of Business Conduct and Ethics
(the “Code”) for all directors, officers and employees of the Company (“Company
Individuals”).  The principles set forth in this document describe how
Company Individuals should conduct themselves.  All Company
Individuals are expected to comply with the letter and spirit of this
Code.





This Code does not address every
expectation or condition regarding proper and ethical business
conduct.  Accordingly, this Code is intended to serve as a source of
guiding principles for Company Individuals.  Company Individuals are
encouraged to discuss issues about particular circumstances that may be relevant
to one or more of the provisions of this Code with the Chairman of the Board,
(the “Chairman”) who may consult with inside or outside legal counsel as
appropriate.





The Board encourages reporting of any
behavior by Company Individuals which violates the Code and the Board will not
tolerate retaliation against any person who in good faith reports such
violations to the Board or the Chairman.





1.       
     Compliance with
Code





The Code applies to all Company
Individuals, and all Company Individuals are accountable for compliance with the
Code.  The Board is responsible for updating the Code and monitoring
compliance with the Code.  Waivers from the Code may only be granted
by the Board, with any director involved in the transgression abstaining from
voting on any decision made in respect of such waiver.





2.        
    Reporting Violations of the
Code





Company Individuals must promptly
advise either a supervisor or the Chairman if a Company Individual believes that
he or she has observed a violation of the Code by any Company Individual, or by
anyone purporting to be acting on the Company’s behalf.  Any such
reports may be made anonymously.  Confidentiality will be maintained,
to the extent permitted by law.  If a Company Individual is not
comfortable reporting such behavior to a supervisor or the Chairman of the
Board, the individual may report to the Company’s outside legal
counsel.





The Company will not allow any
reprisal against any Company Individual who, in good faith, reports a suspected
violation of this Policy.  Any reprisal will in itself be a very
serious breach of the Code and subject to disciplinary
action.





3.     
       Compliance with Laws, Rules
and Regulations





The Company requires strict compliance
from all its Company Individuals with applicable laws, rules and
regulations.  These include all federal, state and local and other
laws, including securities and insider trading laws, and the Company’s Insider
Trading Policy.  Company Individuals must comply with and all of the
laws, rules and regulations of the United States and other countries wherever
the Company conducts business.  This Code is not a summary of law and
the obligation is on each Company Individual to ensure that applicable laws are
known to him or her.  The Company will provide Company Individuals
with guidelines and materials that the Company or its lawyers have prepared on
specific laws, rules and regulations as are necessary to maintain
compliance.  Any case of non-compliance with an applicable law may
subject a Company Individual to disciplinary action.  The fact that in
some countries certain standards of conduct are legally prohibited but are not
enforced in practice, or their violation is not subject to public criticism or
censure will not excuse an illegal action by a Company Individual.





4.     
       Conflicts of
Interest





Shareholders
of the Company expect that business decisions are made in the best interest of
the Company.  Any situation that creates or appears to create a
material conflict of interest must be avoided by a Company
Individual.  A conflict of interest occurs when a Company Individual’s
private interest interferes in any way with the interests of the
Company.  If a material conflict of interest arises, the Company
Individual involved must disclose the conflict and take prompt action to remedy
it.  The following are examples of conflicts of interest:





(a)
            Receiving
      personal loans or guarantees of obligations as a result of one’s position
      as a Company Individual;


(b)
            Engaging
      in conduct or activity or entering into any transaction or agreement that
      competes with the Company’s existing or prospective business or takes
      advantage of an opportunity which should be offered to the Company
      first;


(c)
            Accepting
      bribes, kickbacks or any other improper payments for services relating to
      the conduct of business of the Company;
and


(d)
            Accepting
      gifts, favors, entertainment, or services, other than such minor gifts,
      etc., as are the practice in the
industry.





5.        
    Inside Information and
Securities Trading





Confidential Company information may
not be used for personal benefit.  It is prohibited to trade
securities or to inform (tip) others to trade securities of the Company on the
basis of material information obtained as a Company Individual before it is made
publicly
available through appropriate media.  Such information includes news
about acquisitions, investments, new business relationships, financial results,
important management changes, and other information that has the potential to
affect the stock price of the Company or another
company.


2





If doubt exists about whether
information is material or has been released to the public, a Company Individual
shall not trade before consulting with the Chairman or the Company’s legal
counsel.  No Company Individual may engage in “short sales” or trade
in puts, calls or other options on Company stock.





Company individuals may, at any time,
purchase Company securities and exercise options granted to them in accordance
with the applicable arrangements, as long as those purchases are not decisions
based on inside information.





6.          
  Corporate
Opportunity





Except as may be approved by the Board,
Company Individuals are prohibited from:




(a)
            Taking
      any opportunities belonging to the
Company;




(b)
            Taking
      any opportunities that are discovered through the use of Company corporate
      property, information or from the position as
  Director;




(c)
            Using
      Company property, information or position;
and




(d)
            Competing
      with the Company,





that will
benefit themselves personally, or benefit their family, or be to the benefit of
persons or entities outside the Company, whether or not it has a material impact
on the Company’s financial performance.





7.        
    Confidentiality





All Company Individuals must maintain
the confidentiality of confidential non-public information entrusted to them by
the Company in their capacity as a Company Individual, except when the Company
authorizes disclosure or when required by laws, regulations or legal
proceedings.  “Confidential Information” is all non-public information
entrusted to or obtained by a Company Individual by reason of his or her
position as a Company Individual, including without limitation non-public
information that might be of use to competitors or harmful to the Company, its
shareholders, or its customers if disclosed, such as:




(a)
            Non-public
      information about the Company’s financial condition, detailed sales and
      profit figures, new product or marketing prospects or plans, its marketing
      and sales programs and research and
      development information, manufacturing processes, salary data, employee
      lists as well as information relating to mergers and acquisitions, stock
      splits and divestitures;


3




(b)
            Non-public
      information concerning possible transactions with other companies or
      information about the Company’s customers, suppliers or joint venture
      partners, which the Company is under an obligation to maintain as
      confidential; and




(c)
            Non-public
      information about discussions and deliberations relating to business
      issues and decisions, between and among Company
    Individuals.





Company Individuals must keep
confidential information strictly confidential, limiting access to those who
have a need to know, avoiding discussion of confidential information in public
areas such as airplanes, elevators and restaurants and on mobile phones and
avoiding inadvertent disclosure of confidential information through the use of
laptop computers or other similar electronic devices in public
places.





Whenever feasible, Company Individuals
should consult an appropriate supervisor if they believe they have a legal
obligation to disclose confidential information.





Generally, no Company Individual
shall:




(a)
            Use
      Confidential Information for his or her own personal benefit or to benefit
      persons or entities outside the Company;
and/or




(b)
            Disclose
      Confidential Information outside the Company, either during or after his
      or her service as a Company Individual of the Company, except as required
      to conduct the Company’s business or as may be otherwise required by
      law.





8.    
        Fair
Dealing





All Company Individuals must treat the
Company’s customers, suppliers, vendors, competitors, creditors, directors,
officers and employees fairly and with respect.  No Company Individual
may take unfair advantage of anyone dealing or involved with the Company through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair dealing practice.  All Company
Individuals have the right to pursue their careers at the Company free from
harassment and free from discrimination based on any ground prohibited by law,
including race, color, ancestry, place of origin, political belief, religion,
marital status, family status, physical or mental disability, sex, sexual
orientation or age.


4





9.  
          Protection and Proper Use of
Company Assets





All Company Individuals must perform
their duties in a manner that protects the Company’s assets and resources and
ensures their efficient use.  Company assets may only be used for
legitimate Company business purposes and not for personal benefit or
gain.  “Assets” include equipment, inventory, supplies and
intellectual property.





Examples of prohibited personal use of
Company assets are:




(a)
            Removal
      of Company property for personal
use;




(b)
            Unauthorized
      use of Company vehicles or
residences;




(c)
            Use
      of Company-paid contractors to perform work at a Company Individual’s
      home; and




(d)
            Unauthorized
      copying of software, tapes, books and other legally protected
      work.





All Company Individuals must comply
with security procedures in place to protect Company assets.





10.           Accuracy of Business
Records





Honest and accurate recording and
reporting of information is extremely important.  Investors rely on
the Company to provide accurate information about it and to make responsible
business decisions based on reliable records.  All books, records and
accounts must accurately reflect transactions and events, and all financial
records must conform both to U.S. generally accepted accounting principles
(“U.S. GAAP”) and to the Company’s internal control
systems.  Undisclosed or unrecorded funds or assets are not
allowed.  No entry may be made that intentionally hides or disguises
the true nature of any transaction.





11.           Accounting





The Audit committee of the Board is
responsible for establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal accounting controls, or auditing
matters.  Company Individuals who have concerns or complaints
regarding such matters must promptly submit those concerns or complaints to the
Chairman of the Audit Committee or the Company’s legal counsel.





12.           Competitive
Information





Information about competitors,
customers and suppliers is a valuable asset in the competitive markets in which
the Company operates.  The Company will obtain this information
legally.   Theft of proprietary information, including
disclosures by a competitor’s
past or present employees and any actions that could create an appearance of an
improper agreement in respect of competitors is prohibited.  Any
Company Individual who is authorized to retain a consultant to gather
competitive information must take steps to ensure that the consultant adheres to
these policies.  When in doubt about the propriety of any
information-gathering technique or about whether a competitor, supplier or other
external contact has provided confidential information, a Company Individual
should contact an appropriate supervisor or the Chairman of the
Board.


5





13.           Amendment





This Code may be amended by the
Company’s Board, subject to the disclosure and other provisions of applicable
corporate securities law and policy.








6




CERTIFICATION










The
undersigned hereby acknowledges receipt of Golden Phoenix Minerals, Inc.’s Code
of Business Conduct and Ethics (the “Code”) issued April 1, 2010, setting forth
the Company’s policy regarding ethical conduct and compliance with laws, rules
and regulations, and certifies that the undersigned has read, understands, and
will comply with the Code.








Date:SignaturePrint
      NameTitle











One
signed copy of this certificate should be sent to:




Golden
      Phoenix Minerals, Inc.1675
      East Prater WaySuite
      102Sparks,
      Nevada 89434and
      to General Counsel:Bullivant
      Houser Bailey PC1415
      L Street, Suite 1000Sacramento,
      CA 95814






7