Golden Phoenix (GPXM)
Bid .08 Ask $0.088
Website: GoldenPhoenix.US
Share Capital - Common
Authorized 800,000,000
Issued 277,065,591
Warrants 43,500,000
Options 4,415,000
Share Capital - Preferred
Authorized 50,000,000
Issued none
THE LATEST NEWS ON GPXM .10 shows that this will be trading higher in the Months to years to come , Making this a buy n hold SAFE HAVEN STOCK , this is not a buy now and wait a week for it to jump in my opinion but a solid company with potential to be trading at $1-$3 a share at some point
Golden Phoenix Engages Telesto Nevada to Prepare Vanderbilt Silver and Gold Project for Exploratory Drilling ProgramMarketwire(Thu, Aug 25)
GOLDEN PHOENIX MINERALS INC Files SEC form 8-K, Entry into a Material Definitive Agreement, Regulation FD Disclosure,EDGAR Online(Thu, Aug 18)
Golden Phoenix Completes Note Settlement With Win-Eldrich for 2% Ashdown Royalty, 3 Million Shares WEX Stock, 1.25 Million Shares of American Mining Corporation; Board Seat on WEXMarketwire(Thu, Aug 18)
Golden Phoenix Hires Mining-Geology Expert John Bolanos as V.P. Exploration to Coordinate Mining Activities Throughout North, South and Central AmericaMarketwire(Mon, Aug 15)
GOLDEN PHOENIX MINERALS INC FinancialsEDGAR Online Financials(Sat, Aug 13)
Golden Phoenix Buys Back and Cancels 500,000 Shares of Common Stock; Previously Announced Stock Buyback Program ContinuesMarketwire(Thu, Aug 11)
GOLDEN PHOENIX MINERALS INC Files SEC form 8-K, Entry into a Material Definitive Agreement, Unregistered Sale of EquiEDGAR Online(Tue, Aug 9)
Golden Phoenix Completes Initial Due Diligence Period on Santa Rosa Gold Mine; Begins Finalizing Definitive Joint Venture AgreementMarketwire(Mon, Aug 8)
Golden Phoenix Secures $1 Million Bridge Loan to Advance Santa Rosa Gold Mine in Panama; Enters Into Term Sheet for $15.5 Million Gold Stream Debt FacilityMarketwire(Thu, Aug 4)
Golden Phoenix Joint Venture Partner Scorpio Gold Provides Gold Sale and Operations Update at the Mineral Ridge Gold Project, NevadaMarketwire(Tue, Jul 19)
THE #1 gold producing state in the country. In fact, Nevada gold production accounts for over 7% of all gold mines in the world
Golden Phoenix Strategy Golden Phoenix has emerged from the global credit collapse with a Royalty Mining Growth Strategy and an initial 24 month acquisition plan to target advanced projects with near-term production throughout the Americas.
We anticipate analyzing up to 50 prospective properties, with a view towards optioning up to 10 of those properties on terms and conditions acceptable to the Company. From these optioned properties, the Company hopes to identify up to 5 projects that can be advanced toward commercial production.
The sum of five such projects has the potential, in our opinion, to add up to more than one project without the risk of investing in just a single mining project.
Royalty Mining Advantage Golden Phoenix expects to retain up to a 30% interest in each project it undertakes. The Company anticipates its cash flow will be leveraged to the price of gold or the underlying strategic metal. Ultimately, the Company intends to convert some of its interests into Royalty agreements. The strategy is called “Royalty Mining in the Americas.”
Market Opportunity Golden Phoenix has conducted extensive market research and concluded that because of the global credit crisis, many junior mining companies with significant upside potential remain frozen out of the capital markets.
Acquiring and adding value to advanced stage projects is how Golden Phoenix intends to add value for our shareholders. Our plan involves:
Acquiring a property that, on terms and conditions acceptable to the Company, requires financing or geological expertise.
Improving the property by providing permitting, bonding, drilling and/or financial support
Securing a mine operator with the experience necessary to take the project into commercial production.
Retaining up to a 30% interest in each project, and ultimately converting some of those interests into Royalty agreements.
Repeating the process and providing continuous advancement for each project we undertake. Golden Phoenix is planning to analyze up to 50 prospective properties, with a view towards optioning up to 10 of those properties on terms and conditions acceptable to the Company. From these optioned properties, the Company hopes to identify up to 5 projects that can be advanced toward commercial production.
Commercial Production When a project achieves commercial production, Golden Phoenix expects to receive royalty payments leveraged to the price gold or the underlying strategic metal. Royalty payments are anticipated to continue for a specified period of time or until the Company sells its interest in that project at a price it anticipates will be a premium to what the Company has invested in the project.
Diversified Properties When our CEO, Tom Klein, joined Golden Phoenix in the depths of the global credit crisis, he brought a new perspective on the kind of business model that would be required to transform a small company like Golden Phoenix, into a much larger, multi-project company with diversified properties throughout the Americas.
Rapid Advancement Project #1 is Mineral Ridge operated by Peter Hawley of Scorpio Gold. As Golden Phoenix moves forward, we intend to make every effort to replicate the advancement of Mineral Ridge with each project we undertake.
Golden Phoenix (GPXM) is a precious metal royalty mining company that has international exposure with properties in Nevada, Peru, and Ontario. GPXM, trading for just 12 cents, to our knowledge is the lowest priced junior miner that has interest in a property that has gone into gold production and on course to increasing production over the next few months and years.
GPXM's business model is in the project generation and royalty side of mining. GPXM acquires near term production potential properties, hires geologists, partners with expert mine operators, and structures royalty streams through joint ventures.
SUCCESS in 13 Months at Mineral Ridge!!!!! Gold Has Already Been Shipped to the Refinery!
GPXM's Mineral Ridge Gold Project was joint ventured with Scorpio Gold in March of 2010.GPXM sold a 70% interest to Scorpio Gold for gross proceeds in excess of $7.5 million. Initial ownership is 30% GPXM and 70% to Scorpio Gold, with an additional 10% of the project going to Scorpio Gold after two consecutive quarters of commercial production. From the time GPXMjoint ventured the project, it took only 13 months to go into production, a milestone that most junior miners will never reach.
Production is just getting started, a SECOND OPEN PIT MINE is scheduled for production later this year!
Production at Mineral Ridge, according to Scorpio Gold, will reach 3,500 ounces a month this summer and will track positively for the rest of the year. The current cost is approximately $700 per ounce, but should be reduced to around $450 per ounce as they begin mining a second open pit mine later this year. This should increase operating capacity to 80% sometime in 2011 and close to 100% in 2012.
Golden Phoenix's joint venture partner Scorpio Gold completed an NI 43-101 compliant resource calculation in May 2010 which contained 357,000 ounces of gold (221,000 Measured/Indicated). While we were on the tour, we actually saw this year's 13,000 meter drilling program in action.
*Scorpio Gold reports its results under Canadian mining and TSX Venture Exchange guidelines, which report mineral reserve and resource estimates differently than in the U.S., and may not meet the standards of “proven” and “probable” reserves set forth in SEC Industry Guide 7.
3-phase, 13,000 meter drilling program underway to potentially add additional resources in 2011!
More Mineral Ridge Projects
GPXM also has an option to earn an 80% interest in the Coyote Fault Gold and Silver Project that is currently in the exploration phase with drilling planned for 2011.
GPXM also has an option to earn an 80% interest in the Vanderbilt Silver and Gold Project, with drilling expected later this year. Underground samples average 91.4 g/t silver and 1.74 g/t of gold.
Peru
GPXM has entered into a definitive Mining Asset Purchase and Strategic Alliance Agreement to acquire an 80% interest in five gold and strategic metal projects
Two gold projects are located in the historic Pataz gold trend in Northern Peru.
One gold project is located in the Porvenir area of Southern Peru.
In addition to the 3 gold exploration projects, GPXM has entered into agreements for 2 moly and tungsten projects in Southern Peru.
Ontario, Canada
GPXM owns 100% interest in FIVE GOLD and base metals properties in Ontario Canada.
Four of the properties are located in the Shining Tree Mining District in Eastern Ontario.
An initial 2,500 meter drill program is expected to begin on one of the Shining Tree properties in the second half of 2011.
Momentum and Leadership
Have you ever heard the term "game changer?" Well for GPXM, when Tom Klein joined GPXM, that was their game changer. In fact, when talking with miners, company personnel, and other GPXM investors, it's very common for them to refer to the "Old Golden Phoenix," meaning before Tom Klein.
Tom Klein is the CEO of GPXM. He joined GPXM in the depths of the global credit crisis in late 2008. Under his leadership, GPXM has extinguished debt, obtained capital at a time when no one else could (think early 2009), and successfully launched the joint venture project atMineral Ridge. Tom has taken GPXM a long way in the past two and half years. We are looking forward to seeing his vision applied to multiple projects currently underway. GPXM's business model (and risk reduction strategy) is to own joint venture interests in several producing mines instead of 100% exposure to one producing mine. We think this kind of project diversification is smart business in today's volatile mining sector.
WE LIKE GPXM as a longterm SAFE HAVEN stock full production on several mines and the company keeps growing in the largest Gold mining area of NEVADA solid website , streaming videos along with a solid share structure and shareholder updates we should see this do well like USSIF , With Inflation these Gold stocks will be heavily traded and we believe GPXM will be a front runner in junior mining , I have been watching this stock quite a while and waiting for the stock to come down a bit i noticed the stock having support at .10 range nonetheless this is a solid entry for the group , practice patience as this is a stock that will fluctuate in price , adding on dips or just investing in the company long term can be profitable
USSIF alerted at .26 now trades at .60-.70 range and hit a high of .80
CZICF .36 hit over $1.36 and now trades at .80 range
HLLXF .38 and now trades 1.50 range now
When Gold becomes to expensive investing in the next closest thing is best, some junior mining stocks are in exploration phase but these companies have acquired land and are in beginning stages or actively mining LATEST NEWS AND FILINGS GPXM can be found at the top please click on link yesterday put out solid news
JUST RELEASED 8k now at 52 week low .08 already producing gold and silver :
GPXM 8K OUT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 16, 2011
GOLDEN PHOENIX MINERALS, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of
Incorporation) 000-22905
(Commission File Number) 41-1878178
(IRS Employer
Identification No.)
1675 East Prater Way, #102
Sparks, Nevada
(Address of Principal Executive Offices)
89434
(Zip Code)
775-853-4919
(Registrant’s Telephone Number,
Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry Into Material Definitive Agreement
On September 16, 2011, Golden Phoenix Minerals, Inc., a Nevada corporation (the “Company”) entered into a definitive Acquisition Agreement (the “Agreement”) with Silver Global, S.A., a corporation formed under the laws of the Republic of Panama (“Silver Global”) to acquire a sixty percent (60%) interest, with an option to buy an additional twenty percent (20%) interest, in the Santa Rosa gold mine (“Santa Rosa” or “Mina Santa Rosa”) located in Cañazas, Panama and owned by Silver Global.
Pursuant to the terms of the Agreement, the Company intends to acquire its initial 60% interest in Santa Rosa by acquiring 60% of the share capital of a recently formed company under the name Golden Phoenix Panama S.A. (the “JV Company”), created for the specific purpose of holding, operating, running and mining the existing and future exploration, extraction, transport and benefit concessions encompassing Mina Santa Rosa.
Silver Global is currently the holder of a metallic mineral concession covering the activities of Transport and Benefit of gold and other minerals as per Contract No.6 entered into with the Ministry of Commerce and Industry on behalf of the General Direction of Mineral Resources of Panama dated May 27, 2010 and published in the Official Gazette N° 26,587 of July 29, 2010 which concession is located in the former Mina Santa Rosa in Cañazas, Panama, is for a minimum period of 25 years, and is currently valid and in force (the “TB Concession”). Additionally, Silver Global is the holder of a metallic mineral concession covering the activities of Exploration of gold and other metals as per Contract No.2 entered into with the Ministry of Commerce and Industry on behalf of the General Direction of Mineral Resources of Panama dated February 7, 2011 and published in the Official Gazette N° 26,773-B of April 27, 2011 located in an area of 3,500 hectares in Cañazas, Panama, which concession is for a minimum period of 4 years and is currently valid and in force (the “Exploration Concession”).
The Exploration Concession grants Silver Global the exclusive right to request a mining extraction concession as soon as Silver Global, together with the JV Company, provides sufficient evidence to the mining authorities that commercially mineable resources are available in the assigned area for exploration. Upon signing the Agreement, Silver Global will commence the process of transferring ownership of the Concessions as well as all rights, permits, licenses, environmental impact study, insurance, bonds, surveys, documents, among other assets belonging to Silver Global in connection with Mina Santa Rosa to the JV Company.
Under the terms of the Agreement, the Company shall earn-in to a 60% interest in Santa Rosa via ownership in the JV Company, with an option to acquire an additional 20% interest after achieving certain milestones, in consideration for $20,500,000 in cash over a period of approximately 12 to 15 months (with the final earn-in to occur upon achieving commercial production, anticipated to be within 18 to 24 months) and $4,500,000 in shares of Golden Phoenix common stock, par value $0.01 per share (at a deemed value of $0.18 per share, a premium to the current market price), as well as certain preferential payments from cash flow out of gold production. These payments are less those amounts previously paid by the Company to Silver Global ($500,000 in cash and $500,000 in Company common stock) in consideration for the 45-day secondary due diligence review period, which concluded on September 17, 2011. Terms of the initial and secondary due diligence period were disclosed in the Company’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on July 14, 2011.
--------------------------------------------------------------------------------
The JV Company will operate according to the terms of a Joint Venture Operating Agreement (“JV Agreement”) that the Company and Silver Global have agreed to enter into on or before October 15, 2011, at which time the Agreement shall be merged with and incorporated into the JV Agreement.
The payments and earn-in will occur upon successful completion of certain milestones, as follows:
· $250,000 on signing the Agreement.
· $3,750,000 on signing the JV Agreement + $4,000,000 in Golden Phoenix common stock. In consideration for this payment, the Company will receive a 15% interest in JV Company.
· $3,000,000 on successful completion of Environmental Impact Study (required for the JV Company to commence exploration operations). In consideration for this payment, the Company will receive an additional 10% interest in JV Company.
· $5,000,000 on successful completion of NI-43-101 Report providing resource estimate of at least “measured and indicated” category. In consideration for this payment, the Company will receive an additional 10% interest in JV Company.
· $3,000,000 on successful completion of a bankable feasibility study (to be defined within the JV Agreement). In consideration for this payment, the Company will receive an additional 10% interest in JV Company.
· $5,000,000 on securing complete project financing necessary to bring the property to commercial production. In consideration for this payment, the Company will receive an additional 4% interest in JV Company.
· On achieving commercial production at the Santa Rosa project, the Company will receive the final additional 11% interest in JV Company, for a total of 60%.
The Company may, at its sole discretion, elect to make any payment before such payment is due, which will have the effect of accelerating the term under which it earns its ownership interest in the project.
Of the $3,750,000 payment due on signing the JV Agreement, $2,000,000 will be deposited into the business account of the JV Company in the form of a loan from Silver Global to the JV Company for funding a preliminary 43-101 report of at least the “inferred” category. This loan will be repaid to Silver Global by the Company on behalf of JV Company over 4 equal monthly payments, to commence 30 days following entering into the JV Agreement.
Additionally, pursuant to the terms of the Agreement, upon achieving Profitable Commercial Production, Silver Global shall be entitled to a preferential payment of Fifty Million Dollars ($50,000,000) (the “Preferential Payment”) to be paid by the JV Company to Silver Global from gold production at a rate of 70% of the net distributable cash flow (after all expenses incurred, including debt service, working capital, capital reserves, among others). Profitable Commercial Production for the purpose of the Agreement shall mean four (4) consecutive quarters of estimated plant capacity of 4,000 ounces of gold per month, or four (4) consecutive quarters of profitable commercial operations.
--------------------------------------------------------------------------------
Further, upon completion of the payments, including completion of the Preferential Payment, the Company shall have the option to acquire an additional twenty percent (20%) interest in the Concessions, via acquiring a further 20% of the outstanding share capital of the JV Company from Silver Global (out of its 40% interest), for a total aggregate ownership by Golden Phoenix of eighty percent (80%). In consideration for the additional 20% interest, Golden Phoenix will pay Silver Global a purchase price equal to the net asset value of the property comprising the Concessions multiplied by 20%. Net asset value will be determined at the time of Golden Phoenix’s exercise of its option, by an independent mining, financial and valuation expert selected by the mutual agreement of the parties, acting reasonably, using a 10% discount.
In connection with the Agreement, the parties made certain representations and warranties customary in a transaction of this nature. The parties also entered into a certain Trust Agreement with an independent third party trustee, dated as of even date with the Agreement, for purposes of holding the capital shares of the JV Company, to be released to the Company on successful completion of milestones and payments.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The securities to be issued according to the terms of the Agreement, are being issued in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, the exemptions provided by Regulation S promulgated under the Securities Act.
SECTION 7 – REGULATION FD
Item 7.01. Regulation FD Disclosure
On September 19, 2011, the Company issued a press release announcing its entry into the definitive Acquisition Agreement with Silver Global, which transaction is discussed in greater detail under Item 1.01 above.
