LAS VEGAS, NV -- (Marketwire) -- 04/16/12 -- Golden Phoenix Minerals, Inc., a Nevada corporation (the "Company" or "Golden Phoenix") (OTCBB: 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
