Western Exploration (TSXV:WEX)
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TORONTO, Aug. 19, 2011 /CNW/ --
TORONTO, Aug. 19, 2011 /CNW/ - Win -Eldrich Gold Inc. ("WEG"), a wholly
owned subsidiary of Win-Eldrich Mines Limited ("WEX") (TSXV: WEX), and
Golden Phoenix Minerals, Inc. ("GPXM") (OTC Bulletin Board: GPXM) is
pleased to announce that on August 14, 2011, it entered into a
definitive Termination, Settlement and Release Agreement with WEG and
WEX to settle an outstanding $4.2 million Promissory Note (the "Note")
owed to GPXM in exchange for a 2% net smelter return royalty ("NSR") on
the Ashdown Project, 3 million shares of WEX common stock, 1.25 million
shares of American Mining Corporation (OTCQB: AMCM) and the right to
appoint one individual to the WEX Board of Directors.
Perry Muller, President of both WEG and WEX, comments on the
transaction: "We look forward to building on the synergistic
developments that are unfolding between Win-Eldrich, Golden Phoenix and
American Mining as each company leverages its unique business model
against rising prices for precious and base metals. This agreement
substantially reduces our debt and furthers our efforts to continue
developing the Ashdown gold resource."
The Note being settled is that certain Series A Limited Recourse Secured
Promissory Note, made by WEG in favor of Golden Phoenix, dated April
15, 2010, in the aggregate principal amount of $4,231,925.19, plus
interest, issued to Golden Phoenix in exchange for its interest in the
Ashdown Project. Under the terms of the Definitive Agreement, Golden
Phoenix will forgive, release and forever discharge any and all
obligations and liabilities of WEG under the Note and deliver the
original Note to WEG for cancellation in consideration for the
following terms and conditions:
-- 2% perpetual NSR on Ashdown Project/property in favor of Golden
Phoenix, with 1% available to be purchased for $1,000,000 and
the remaining 1% NSR available at a purchase price of no more
than $2,000,000.
-- WEX shall issue 3,000,000 shares of its common stock to Golden
Phoenix, upon closing of the Definitive Agreement.
-- WEG shall transfer to Golden Phoenix all of its right, title
and interest to 1,250,000 shares of American Mining Corporation
common stock currently held in WEG's name at a deemed valuation
of $0.25 per share. Such American Mining shares shall be held
in trust for the benefit of Golden Phoenix, until such time as
any applicable holding periods under U.S. securities laws have
been duly satisfied.
-- WEX shall grant and issue Golden Phoenix an irrevocable right
to designate and appoint one (1) individual to serve on the
Board of Directors of WEX.
-- WEG shall forever release Golden Phoenix from any and all
liabilities related to the Tetra and DRC matters, previously
agreed to be shared.
Tom Klein, CEO of Golden Phoenix comments: "The completion of this
Definitive Agreement establishes a solid foundation to advance our
business model with both Win-Eldrich and American Mining Corporation."
Gary MacDonald, CEO of American Mining Corporation comments: "We are
pleased to see our mutual efforts progress and look forward to our
continuing growth with Win-Eldrich and Golden Phoenix, bringing us
closer to implementing our business model as a precious metals
producer."
The definitive agreement is subject to certain closing conditions,
namely, necessary regulatory approvals, including TSXV approval, and is
anticipated to close no later than October 31, 2011. In the event the
closing does not timely occur, the Note will continue in effect under
its original terms.
About Win-Eldrich: Win-Eldrich Mines Limited trades on the TSX.V and is
a junior mining development company. It currently has a historic gold
property known as the Ashdown Mine that is fully permitted and
producing molybdenum near Denio, Nevada.
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.
About American Mining Corporation: American Mining Corporation is a
"production based" mineral exploration and mine development company
that explores, acquires, and develops advanced stage properties.
American Mining Corporation operates from an advanced business model,
which it has developed for the purposes of diversifying the financial
risks commonly associated with exploration and mining. Revenue from its
own milling and refining operations are utilized to acquire and advance
additional projects.
This news release includes certain forward-looking information and
forward-looking statements (collectively "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
increase in production levels at the Ashdown mine. Forward-looking
statements are based on the current opinions and expectations of
management. All forward-looking statements are inherently uncertain
and subject to a variety of risks and uncertainties, including the
speculative nature of mineral exploration and development generally and
specifically in respect of the interpretation of the geology,
continuity, grade and size of mineral deposits, unanticipated
operational or technical difficulties, fluctuating commodity prices,
competitive risks and the availability of financing, changes in laws or
regulations, changes in the financial markets and changes in general
economic conditions, as described in more detail in our recent
securities filings available at www.sedar.com. Such forward-looking statements are based on a number of assumptions,
including but not limited to the level and volatility of the price of
gold and molybdenum, the availability of financing, the accuracy of
reserve and resource estimates and the assumptions on which those
estimates are based and the ability to achieve and maintain certain
operational efficiencies. Should one or more risks and uncertainties
materialize or should any assumptions prove incorrect, then actual
events or results may differ materially from those expressed or implied
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.
NEITHER THE TSXV VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/August2011/19/c4946.html
p Perry Muller, President and Director of Win-Eldrich, at (402) 435-7206.br/ Website: a href="http://www.win-eldrich.com"www.win-eldrich.com/a /p