SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 10, 2005
Golden Phoenix Minerals, Inc.
(Exact Name of Registrant as Specified in Charter)
Minnesota 0-22905 41-1878178
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1675 East Prater Way, #102, Sparks, Nevada 89434
(Address of principal executive offices) (Zip code)
(775) 853-4919
Registrant's telephone number,
including area code
(Former Name or Former Address, If Changed Since Last Report)
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:
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 10, 2005, Golden Phoenix Minerals, Inc. (the "Company") entered
into that certain Golden Phoenix/Schnack Agreement (the "Agreement"), by and
between the Company and William D. and Candida Schnack (the "Lender"). Pursuant
to the Agreement, the Lender shall advance to the Company $1,000,000 on the
Company's production and sale of molybdenum concentrates from its Ashdown mine.
The advances are restricted to funding the re-opening of the Sylvia Vein
molybdenum deposit, including, but not limited to, permitting, bonding, and all
related costs of driving drift to the ore face. Advances will be disbursed in
accordance with the achievement by the Company of pre-approved milestones as set
forth in the Agreement. In consideration of the advances, the Lender will
receive the repayment of the advances, a premium of $2,000,000 and 1,000,000
two-year warrants to purchase common stock of the Company at an exercise price
equal to $0.14 per share. The advance amount ($1,000,000) and premium payment
($2,000,000) will be made in monthly installments as follows: (a) 15% of gross
molybdenum concentrate sales produced from the Ashdown Mine on the first of
every month starting when production begins; (b) Beginning October 1, 2005, a
minimum payment of $500,000 or 15% of the gross, which ever is greater is due
and payable on the first of every month thereafter until both the advance and
premium are retired in full; and (c) The final payment will be due and payable
February 1, 2006.
In addition, the Company agreed that, during the period that is two (2)
years from the date of the Agreement, in the event there is any dilution of the
stock of the Company, the number of warrants to the Lender shall be increased to
reflect this dilution.
On May 12, 2005, the Company issued a press release on the agreement
attached hereto as an exhibit.
ITEM 9.01 EXHIBITS
99.1 Golden Phoenix/Schnack Agreement, dated May 10, 2005 by and
between Golden Phoenix Minerals, Inc and William D. and Candida
Schnack
99.2 Press Release, dated May 12, 2005
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SIGNATURES
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.
Date: May 17, 2005 GOLDEN PHOENIX MINERALS, INC.
By: /s/Steven Craig
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Name: Steven Craig
Title: Chairman of the Board of Directors and
Interim Chief Executive Officer
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