Prospectus Supplement No. 3 to
Prospectus dated March 6, 2006
Registration No. 333-131226
Filed pursuant to Rule 424(b)(3)
GOLDEN PHOENIX MINERALS, INC.
Supplement No. 3
To
Prospectus Dated March 6, 2006
This Prospectus Supplement supplements our Prospectus dated March 6, 2006, Prospectus Supplement No. 1 dated August 4, 2006 and filed with the Securities and Exchange Commission on August 7, 2006, Prospectus Supplement No. 2 dated September 6, 2006 and filed with the Securities and Exchange Commission on September 11, 2006 (collectively, the “Prospectus”) relating to the sale of up to 22,191,919 shares of the common stock of Golden Phoenix Minerals, Inc. by Fusion Capital Fund II, LLC (“Fusion Capital”). This Prospectus Supplement No. 3 includes (i) attached Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 29, 2006; and (ii) the attached Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 3, 2006. We encourage you to read this Supplement carefully with the Prospectus.
Our common stock is quoted on the Nasdaq Over-the-Counter Bulletin Board under the symbol “GPXM.OB”. On October 4, 2006, the last reported sale price for our common stock as reported on the Nasdaq Over-the-Counter Bulletin Board was $0.3585 per share.
Investing in our common stock involves certain risks and uncertainties. See “Risk Factors” beginning on page 2 of the Prospectus and the risk factors included in our Annual Report on Form 10-KSB for the year ended December 31, 2005.
The selling shareholder, Fusion Capital, is an “underwriter” within the meaning of the Securities Act of 1933, as amended.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is October 5, 2006.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2006
GOLDEN PHOENIX MINERALS, INC.
(Exact name of registrant as specified in its charter)
Minnesota |
| 0-22905 |
| 41-1878178 (IRS Employer |
|
|
|
(Address of Principal Executive Offices) |
|
89434 (Zip Code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 4a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors, Principal Officers; Election of Directors;
| Appointment of Principal Officers |
(d) Appointment of Directors
On September 25, 2006, Golden Phoenix Minerals, Inc.’s (the “Company”) Board of Directors appointed Corby G. Anderson and Kent D. Aveson to serve as directors.
There are no arrangements or understandings between Mr. Anderson and any other persons, naming such persons, pursuant to which Mr. Anderson was selected as a director. At the time of election and of this disclosure, the information required to complete Item 5.02(d)(3) has not be determined by the Company. At the time of this disclosure, the information required to complete Item 5.02(d)(4) has not been determined. With respect to the disclosures required under Items 5.02(d)(3) and 5.02(d)(4), the Company will file an amendment to this Form 8-K within four (4) business days after the information is determined or becomes available.
There are no arrangements or understandings between Mr. Aveson and any other persons, naming such persons, pursuant to which Mr. Aveson was selected as a director. At the time of election and of this disclosure, the information required to complete Item 5.02(d)(3) has not be determined by the Company. At the time of this disclosure, the information required to complete Item 5.02(d)(4) has not been determined. With respect to the disclosures required under Items 5.02(d)(3) and 5.02(d)(4), the Company will file an amendment to this Form 8-K within four (4) business days after the information is determined or becomes available.
Section 9 - Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Exhibit Description |
| 99.1 | Press Release dated September 28, 2006 entitled “Golden Phoenix Adds Mining Professionals Corby Anderson and Kent Aveson to Its Board of Directors” |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDEN PHOENIX MINERALS, INC., |
| a Minnesota corporation |
Dated: | September 29, 2006 | By: /s/ David A. Caldwell |
David A. Caldwell,
President and Chief Operating Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 28, 2006
GOLDEN PHOENIX MINERALS, INC.
(Exact name of registrant as specified in its charter)
Minnesota |
| 0-22905 |
| 41-1878178 (IRS Employer |
|
|
|
(Address of Principal Executive Offices) |
|
89434 (Zip Code) |
(775) 853-4919
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 4a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 | Entry into a Material Definitive Agreement. |
On September 28, 2006, Golden Phoenix Minerals, Inc. (the "Company") and Win-Eldrich Gold, Inc. ("Win-Eldrich") entered into the Ashdown Project LLC Operating Agreement to govern the management of Ashdown Project LLC (the "LLC") and the future mineral exploration, evaluation, development and if warranted, mining operations by the LLC on the real property contributed by each of the Company and Win-Eldrich and all other real property within the area of interest that is acquired by the LLC. The Management Committee, which shall consist of three (3) directors appointed by the Company and two (2) directors appointed by Win-Eldrich, shall determine overall policies, objectives, procedures, methods and actions of the LLC. The Company has appointed David Caldwell, Kenneth Ripley and Larry Hoffman as initial directors who shall act as its representatives on the Management Committee. The Company will serve as the initial Manager of the LLC until such a time that the Management Committee determines that the LLC should either retain the Company as the Manager for an additional period of time, or manage the LLC itself, with the Mine General Manager and the other officers of the LLC being responsible for the day-to-day operations of the LLC.
Also on September 28, 2006, the Company entered into a Contribution Agreement with the LLC in order to recognize that the Company has incurred actual expenditures at the Ashdown Mine of not less than $5,000,000 and to contribute all of its right, title and interest in the Mill, encumbered as set forth in the Retrievers LLC Settlement Agreement, to the Company. The Company and the LLC agree that value of the Company’s contribution is $5,000,000, which results in a sixty percent (60%) ownership interest in the LLC. Simultaneously with the entry into the Contribution Agreement by the Company, Win-Eldrich entered into a Contribution Agreement with the LLC in order to contribute all of its right, title and interest in and to certain personal property and certain unpatented mining claims situated in Humboldt County, Nevada in exchange for a forty percent (40%) ownership interest in the LLC.
The Company has agreed to assign and delegate its rights and obligations under (i) the One Purchase Agreement, Purchase Confirmation No. P33242, dated August 18, 2004, between Derek Raphael & Company Limited and the Company, as amended by an Addendum dated November 3, 2004, and a Second Addendum dated October 25, 2005; (ii) the Settlement Agreement dated August 26, 2005, among Earl Harrison, d/b/a Western Mine Development, Retrievers LLC, John Tingue and Kris Tingue and the Company; (iii) the Millsite Lease Agreement dated effective April 1, 2005, between Claude Edward Morris and the Company; (iv) the Equipment Lease commencing August 1, 2005, between Western Mine Development and the Company; (v) the Molybdenum Marketing Contract dated February 25, 2004, between W. G. Cook Ltd. and the Company, amended by a First Amendment dated November 21, 2005; and (vi) certain bonds filed and maintained by the Company in compliance with the Nevada Division of Environmental Protection, the Bureau of Land Management and the U.S.D.A Forest Service (collectively, the “Underlying Agreements”) to the LLC, to the extent that each such Underlying Agreement may be assigned by the Company to a third party. To the extent any such Underlying Agreement may not be assigned by the Company to the LLC, or, with respect to any such Underlying Agreement with respect to which a third party consent is required in order for it to be assigned by the Company to the LLC, until such consent is obtained, the Company shall hold title to those Underlying Agreements for the benefit of the LLC.
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SECTION 8 – OTHER EVENTS
Item 8.01 | Other Events. |
On October 2, 2006, the Company issued a press release regarding the entry into the Contribution Agreement to form Ashdown Project LLC and the Ashdown Project LLC Operating Agreement. A copy of the press release has been filed as an exhibit to this current report Form 8-K.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibit No. | Exhibit Description |
| 10.1 | Ashdown Project LLC Operating Agreement dated as of |
| 99.1 | Press release dated October 2, 2006 entitled “Golden |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GOLDEN PHOENIX MINERALS, INC., |
| a Minnesota corporation |
Dated: | October 2, 2006 | By: /s/ David A. Caldwell |
David A. Caldwell,
President
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