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Golden Phoenix Alert
Las Vegas, NV, April 16, 2012
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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
About Golden Phoenix: Golden Phoenix Minerals, Inc. is a Nevada-based mining company
whose focus is Royalty Mining in the Americas. Golden Phoenix is committed to delivering
shareholder value by identifying, acquiring, developing and joint venturing gold,
silver and strategic metal deposits throughout North, South and Central America.
Golden Phoenix owns, has an interest in, or has entered into agreements with respect
to mineral properties located in the United States, Canada, Panama and Peru including
its 30% interest in the Mineral Ridge gold project near Silver Peak, Nevada, and
its 15% interest in Golden Phoenix Panama, S.A., the joint venture entity that
owns and operates the Concessions constituting the Santa Rosa gold mine.
Forward Looking Statements: Information contained herein regarding 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 Golden
Phoenix 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 contained
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.
For More Information Contact:
Robert Ian, Director of Corporate Communications
(702) 589-7560
investor@goldenphoenix.us
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Forward Looking Statements: Information contained herein regarding 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 Golden
Phoenix 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 contained
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.
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Golden Phoenix Minerals Inc. | 7770 Duneville Street | Suite 11 | Las Vegas | NV | 89139
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Scorpio Gold Corp.
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EN DÉVELOPPEMENT |
CODE : SGN.V |
ISIN : CA80918M1041 |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Scorpio Gold est une société d’exploration minière d'or basée au Canada. Son principal projet en développement est MINERAL RIDGE MINE en USA et ses principaux projets en exploration sont COCHRANE HILL, CARIBOU GOLD MINE, LAC ARSENAULT et MINERAL RIDGE au Canada. Scorpio Gold est cotée au Canada. Sa capitalisation boursière aujourd'hui est 16,2 millions CA$ (11,6 millions US$, 11,0 millions €). La valeur de son action a atteint son plus haut niveau récent le 12 mars 2010 à 1,12 CA$, et son plus bas niveau récent le 07 décembre 2018 à 0,01 CA$. Scorpio Gold possède 124 950 000 actions en circulation. |