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What seems to be obvious here is that Ashley and Sugar could not get it done....or were not inclined to do so... in light of the declining margins/economics of iron ore projects...or in need of a bigger piece of the pie.
So the company brings in some new players....
How big is the pie...the shareholders already gave up their piece with the reverse split.
Under what terms will they step up to the plate? How big of a piece will they consume?
Let me know how that works out for you...take your own advice.
Tom Klein was asked to take a walk.....no further details disclosed....
On August 20, 2014, Golden Phoenix Minerals, Inc. (the “Company”) issued a press release announcing the resignation, effective August 19, 2014, of Thomas Klein as a member of the Board of Directors of Company.
Case against Tom Klein...
On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties. Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company. Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company.
We subsequently entered into a settlement agreement with Mr. Klein and will remove him from this case.
On August 20, 2014, Golden Phoenix Minerals, Inc. (the “Company”) issued a press release announcing the resignation, effective August 19, 2014, of Thomas Klein as a member of the Board of Directors of Company.
Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK
The arbitration is currently set to be heard on September 8, 2014
Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims,
NOTE 3 – MINERAL PROPERTIES
Our current efforts are focused on our mining properties in Nevada. Because of lack of funds and scaling back our operations, we allowed the remainder of our mineral property claims interests to lapse in 2013.
Mhakari Properties
Vanderbilt
The Vanderbilt property is within 4 miles of the town of Silver Peak, Nevada and highway 265 via Coyote Road. It is comprised of 44 claims, plus 3 patented claims and is located on the southern flank of Mineral Ridge and is within the Silver Peak Range. The Vanderbilt property is within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east. Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010, resulting in average grades of 2.1 g/t gold and 58.6 g/t silver. Phase II exploration program (below ground) in the old mine workings was commenced during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin in the near term as funding permits.
Coyote Fault/Coyote Fault Extension
The Coyote Fault/Coyote Fault Extension claims are within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road. They are comprised of 110 contiguous claims and are also located in the middle of the Walker Lane tectonic belt with Sierra Block uplift to the west and the Basin and Range to the east. The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range. Phase I geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group (38 claims) in December 2010, which identified a new potential gold exploration target. Geological mapping of the Coyote Extension claim group (72 claims) is planned for the near term as funding permits.
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Amended and Restated Option Agreement
On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari Gold (Nevada) Inc. (“Mhakari”) with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties.
Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari:
Cash payments: $25,500, payable $20,000 upon execution of the agreement and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement.
Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; and an additional 5,000,000 shares on the 12 month anniversary of the agreement.
Work commitment: $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement. Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties.
Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture. In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties.
As of the date of filing this report, we are current on our obligations under the Amended and Restated Option Agreement.
North Springs Properties
The North Springs Properties consist of a large, bulk-tonnage and a high-grade vein-shear hosted gold system located along the western margin of the Mineral Ridge Mining District, approximately 8 miles west of the town of Silver Peak and 3 miles west of the Mineral Ridge open pit and underground mines. This property consists of 16 unpatented lode mining claims comprised of 320 acres.
Both the North Springs Properties and the Mineral Ridge deposits are situated along a regional northwest trending, large anticline known as the Mineral Ridge Metamorphic Core Complex. This complex contains extensive high-grade gold veins (52 miles of underground workings on low-angle veins) and stacked, low angle, shear zones, which has been open pit mined in several deposits. The North Springs Properties occupies very similar geology, alteration and mineralization, geochemistry and structural setting to the Mineral Ridge deposits. Sampling to date has identified gold mineralization up to 0.8 ounces per ton from surface workings. The North Springs Properties contain several untested gold targets that include open-pit, disseminated mineralization and high-grade shear zones and feeder veins, such as those that have been mined by several mining companies at the nearby Mineral Ridge deposits. We plan exploration activities on the North Springs Properties in the near future as funding permits.
Weighted average number of common shares
As of August 12, 2014 there were 456,773,907 outstanding shares of the registrant’s common stock.
On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture. The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK. We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement. Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013. The parties have submitted the dispute to binding arbitration in Reno, Nevada. While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings. The arbitration is currently set to be heard on September 8, 2014.
On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties. Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company. Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company. We subsequently entered into a settlement agreement with Mr. Klein and will remove him from this case. We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests. Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company. The Company has filed an answer to the counterclaim. No discovery has commenced, and no trial date has been set. We will seek to consolidate this case with the Pinnacle case, including mediation of all claims of the parties.
Golden Phoenix Announces Resignation of Thomas Klein from Board of Directors
AMERICAN FORK, UTAH, August 20, 2014 - Golden Phoenix Minerals, Inc. (OTC Bulletin Board: GPXM) (“Golden Phoenix” or the “Company”) announced today that Thomas Klein has resigned from the Company’s Board of Directors. Mr. Klein has been a Director since December 2008 and previously served as Chief Executive Officer of the Company from February 2010 until that position was absorbed by the creation of the Company’s Interim Governing Board in June 2012.
Commenting on Mr. Klein’s resignation, Donald Gunn, President of the Company stated, “We thank Tom for his contributions to Golden Phoenix and wish him success in his future endeavours. The Company will evaluate potential new directors and make changes to the Board as deemed appropriate. We continue to focus on improving the financial position of the Company and have commenced our planned exploration activities on our joint-ventured Nevada Properties.”
About the Company: Golden Phoenix Minerals, Inc. is a U.S. mining company with a current growth strategy focused on the expansion of operations through the development of gold and silver mineral properties into joint ventures or royalty mining projects. The Company’s current mineral properties consist of options to acquire interests in the Mhakari and North Springs properties in Nevada. More information on the Company can be found at www.goldenphoenix.us.
Forward-Looking Statements: Information contained herein regarding pending legal matters or strategy, optimism related to the business, expanding exploration, development activities and other such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to the safe harbors created thereby. While the Company believes such statements are reasonable, they are based on current expectations, estimates and projections about the Company's business and are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. Actual results could vary materially from the description limited herein due to many factors including continued market prices for the Company’s mineral products, domestic and international business and economic conditions, and other risk factors listed in the Company's Securities and Exchange Commission (SEC) filings under “risk factors” and elsewhere. The Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.
LIQUIDITY AND CAPITAL RESOURCES
We have a history of operating losses since our inception in 1997, and had an accumulated deficit of $62,663,722 and a total stockholders’ deficit of $3,913,037 at December 31, 2013. At December 31, 2013, we had current assets of $7,440 and current liabilities of $3,926,184, resulting in a working capital deficit of $3,918,744. Included in current assets at December 31, 2013 was cash of $4,925.
Amended and Restated Option Agreement for Mhakari Properties, Nevada
On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari Gold (Nevada) Inc. (“Mhakari”) with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties.
Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari:
Cash payments: $25,500, payable $20,000 upon execution of the agreement and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement.
Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; and an additional 5,000,000 shares on the 12 month anniversary of the agreement.
Work commitment: $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement. Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties.
Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture. In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties.
As of the date of filing this report, we had met the equity payments obligation but were in arrears by $45,500 on the cash payments obligation. We are currently in discussions with Mhakari, and anticipate making further cash payments and beginning our work commitment in the near future as funding permits.
Because of lack of funds and scaling back our operations, we allowed the remainder of our mineral property claims interests to lapse in 2013, and we have abandoned the projects to focus on our Nevada properties, which in the opinion of management have the best potential for success.
On January 31, 2014, we sold for $45,000 our net smelter royalty return (“NSR”) interest relating to the operations conducted by or on behalf of the Ashdown Project, LLC ( the “Ashdown Project”) on certain mining properties. We acquired the NSR pursuant to the sale of our ownership interest in the Ashdown Project in May 2009 and a subsequent Termination, Settlement and Release Agreement entered into in August 2011. We received a deposit of $31,000 in December 2013, with the $14,000 remaining payment due prior to March 31, 2014. As of the date of this filing, we had not collected the remaining payment. The operations of the Ashdown Project are currently idle.
On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture. The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK. We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement. Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013. The parties have submitted the dispute to binding arbitration in Reno, Nevada. No date has been set for the arbitration, and no discovery or other proceedings have yet taken place. While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.
On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties. Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company. Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company. We intend to vigorously prosecute the case to protect our legal and property rights and interests. No answers have been filed, no discovery has commenced, and no trial date has been set. We will seek to consolidate this case with the Pinnacle case, including mediation of all claims of the parties.