Scorpio Gold Corp. (SRCRF)

[Belgie24]

Golden Phoenix Announces Removal of Scorpio Gold as Manager of Mineral Ridge Gold Project, Nevada

LAS VEGAS, NV, APRIL 16, 2012 – Golden Phoenix Minerals, Inc., a Nevada corporation (the “Company” or “Golden Phoenix”) (OTC Bulletin Board: GPXM), has informed Scorpio Gold Corporation, a British Columbia corporation, and parent company of Scorpio Gold (US) Corporation, a Nevada corporation (collectively, “Scorpio”), that Scorpio is being replaced as Manager of the Mineral Ridge Gold, LLC, (“MRG”), the joint venture entity that owns and operates the Mineral Ridge Gold Project near Silver Peak, NV.

Under the terms of the Joint Venture Operating Agreement, dated March 10, 2010 (“Operating Agreement”), the Manager shall be “deemed to have resigned” upon the occurrence of any of several events, including, but not limited to the following:

“The Manager fails to perform a material obligation imposed upon it under this Agreement and such failure continues for a period of sixty (60) days after notice from the other Member demanding performance.”

On February 5, 2012, Golden Phoenix gave Scorpio, in its capacity as Manager of MRG, a formal written Notice of Breach (“Notice”), specifying that Scorpio had breached its duties as Manager and had failed to perform several material obligations imposed upon the Manager under the Operating Agreement.

These failures have continued for more than sixty days. In accordance with the Operating Agreement, Scorpio is “deemed to have resigned” as Manager of MRG. Golden Phoenix views the “deemed resignation” of Scorpio an “emergency” matter for the MRG Management Committee’s immediate attention and has given reasonable notice to Scorpio through its legal counsel of a Special Meeting of the Management Committee to be held in Las Vegas this week.

The agenda for the meeting is as follows: Appoint a new Manager for MRG, to assume all rights, powers and duties of the Manager of MRG, as designated in the Operating Agreement, to be effective immediately upon conclusion of the meeting. Under Section 9.4 of the Operating Agreement: 1) Golden Phoenix is specifically entitled to appoint itself as the Manager of MRG, and fully intends to do so. 2) Scorpio is not entitled to vote for the successor manager.

After the Special Meeting, Scorpio shall have no further right to participate in any respect in any duties of the Manager of MRG. This change in the MRG Manager is intended to be transparent to and have no affect on either the existing operations at the Mineral Ridge Mine, including current employees, contractors and agreements, or the business and operations of MRG.

Golden Phoenix expects Scorpio’s full cooperation with the management changeover, including the immediate and full delivery to Golden Phoenix of any and all books, records and accounts of MRG, including documents to grant Golden Phoenix sole and exclusive signature power over all bank and financial accounts of MRG.

Golden Phoenix and Mineral Ridge Gold, LLC, a Nevada limited liability company (as a derivative plaintiff), recently filed a lawsuit, through its counsel, Bowen Hall, against Scorpio and Waterton Global Value, L.P., a Canadian limited partnership (“Waterton”), for 13 separate Causes of Action, in the Second Judicial Court of Nevada in and for the County of Washoe.

Golden Phoenix intends to vigorously prosecute the case, to the fullest extent possible under applicable law, seeking to maximize the rights and interests of the Company and its shareholders. The Company will continue to publicly disclose material developments with respect to this matter.
Please visit the Golden Phoenix website: http://goldenphoenix.us

http://www.goldenphoenix.us/2012/04/golden-phoenix-announces-removal-of-scorpio-gold-as-manager-of-mineral-ridge-gold-project-nevada.html