0001096906-12-000568 Sample Contracts

GOLDEN PHOENIX MINERALS, INC. as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and WATERTON GLOBAL VALUE, L.P., BY THE GENERAL PARTNER OF ITS GENERAL PARTNER, CORTLEIGH LIMITED as Lender
Stream Credit Agreement • March 19th, 2012 • Golden Phoenix Minerals Inc • Metal mining • Nevada

This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated September 26, 2011 (the “Effective Date”) and entered into by and between GOLDEN PHOENIX MINERALS, INC., a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), each person that accedes to the terms of this Agreement from time to time by executing a Guarantee, as a guarantor (each a “Guarantor” and, collectively, the “Guarantors”) and WATERTON GLOBAL VALUE, L.P. by the general partner of its general partner, Cortleigh Limited, as the lender (the “Lender”).

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OPTION AGREEMENT
Option Agreement • March 19th, 2012 • Golden Phoenix Minerals Inc • Metal mining • Nevada

THIS OPTION AGREEMENT is made and entered into as of August 3, 2011 (the “Effective Date”) by and between GOLDEN PHOENIX MINERALS, INC., a Nevada corporation, whose address is 1675 E. Prater Way, Suite 102, Sparks, Nevada 89434 (the “Grantor”) and WATERTON GLOBAL VALUE, L.P., by the general partner of its general partner, Cortleigh Limited, whose address is Folio House, P.O. Box 800, Road Town, Tortola, VG1110 (“Waterton”), with Scorpio Gold (US) Corporation, a Nevada corporation, whose address is 995 Rue Germain, Val-d’Or, Quebec, Canada J9P 7H7 (“Scorpio Gold”), acknowledging the agreements contained herein. Grantor and Waterton will be collectively referred to hereinafter as the “Parties” and individually as “Party.”

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