GOLDEN PHOENIX MINERALS (GPXM)

[Lone Clone]

Win-Eldrich Mines Limited - Purchase of Golden Phoenix Interest in Ashdown Project LLC; Passing of Chair Reuben Brant
Tue May 26, 4:54 PM

http://ca.news.finance.yahoo.com/s/26052009/30/link-f-cnw-win-eldrich-mines-limited-purchase-golden-phoenix-interest.html

TORONTO, May 26 /CNW/ - Win-Eldrich Mines Limited (WEX-TSXV) today announced that its wholly-owned Nevada subsidiary, Win-Eldrich Gold, Inc. ("WEG") has entered into formal agreements to purchase all of the interest of Golden Phoenix Minerals, Inc. ("GPM") in Ashdown Project LLC ("APLLC"). APLLC owns the Ashdown molybdenum mine located in northern Nevada. The purchase price is U.S. $5.3 million to be satisfied by the issuance of a limited recourse secured promissory note in the amount of U.S. $5.3 million. The note bears interest at U.S. prime plus 2% computed from April 1, 2009, for a term of 72 months with the first payment due in April 2010. The note is secured by the assets and property of APLLC as well as WEG's shares in APLLC. The sole recourse of GPM under the note in the event of default is foreclosure on such collateral. As part of the transaction, WEG assumed ongoing obligations and liabilities of APLLC. Certain past liabilities will be shared with GPM. As a result, WEG will own through APLLC a 100% interest in the Ashdown property.

WEG and GPM have also agreed that all ongoing disputes between them are terminated and mutual releases were executed.

Mr. Perry Muller, President of WEG has purchased the Ashdown mill, previously leased to APLLC, for U.S. $100,000.00 paid in settlement of all amounts owed to the previous lessors. Mr. Muller will lease the Ashdown mill to APLLC and convey it to APLLC upon repayment of U.S. $100,000.00, plus a loan fee of U.S. $10,000.00

The Company also announced, with deep regret, the passing of Reuben Brant, its Chair and long time Director. At the annual and special meeting of shareholders to be held in June, 2009, management has proposed the election of Peter S. Winn to the board. Mr. Winn has been a long time consulting geologist to WEG and has played a significant role in the development of the Ashdown mine.

Perry Muller stated: "With Reuben's passing, the Company has lost a long time friend and supporter. Mr. Brant spent many years nurturing and supporting, morally, financially and professionally, the Company in its endeavors. He will be greatly missed. Pete Winn will be a valuable addition to the board. With the purchase of Golden Phoenix's interest in Ashdown and settlement of all claims, which has been a significant distraction in the last two years, it is expected that the Ashdown mine can be returned to profitability once moly prices improve. We will now be able to devote our full time and attention to advancement of the Asdown property".

This news release includes certain forward-looking statements concerning the future performance of our business, its operations and its financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results, including in respect of the recommencement of operations at the mine and return to profitability of the mine. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in our recent securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward looking-statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements, except as required by applicable law.


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RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.


Contacts

Perry Muller
President and Director of Win-Eldrich
at [phone]