Golden Phoenix Completes $2.4 Million Private Placement, Oversubscribes by 20%; Buys Back and Cancels 12 Million Warrants as Part of Stock Buyback Program

SPARKS, Nev., Jan. 7, 2011 /PRNewswire/ -- Golden Phoenix Minerals, Inc. (the "Company") (OTC Bulletin Board: GPXM) is pleased to announce it has completed a $2.4 million private placement. Proceeds of the private placement will be used for acquisition, exploration and general corporate purposes. In a separate transaction, the Company has bought back and cancelled 12 million Warrants as part of its previously announced stock buyback program.

On December 31, 2010, the Company completed a private placement of 24,000,000 units at $0.10 per unit (the "Offering") pursuant to the terms of a Securities Purchase Agreement, dated December 22, 2010, between the Company and a number of accredited investors (the "Purchase Agreement"). Each unit consists of 1 share of the Company's common stock and 1 warrant to purchase a share of the Company's common stock at an exercise price of $0.15 per warrant share, exercisable for a period of 2 years. Although the Company initially anticipated raising up to $2,000,000 in the Offering, pursuant to the consent of the Board of Directors of the Company, an overallotment was approved and gross proceeds from the Offering as of December 31, 2010 totaled $2,400,000.

The Company has the right to redeem the warrants for $0.001 per warrant share in the event that the closing bid price of a share of the Company's common stock, as quoted on the OTC Bulletin Board under the symbol "GPXM," equals or exceeds $0.30 per share for ten (10) consecutive trading days following the date of the Purchase Agreement. If all the warrants are exercised, the Company could realize up to $3.6 million of additional funds for acquisition, exploration and general corporate purposes. Further disclosure regarding this transaction can be found in the Company's Form 8-K filed with the SEC on January 6, 2011.

In a separate transaction, on December 15, 2010, the Company entered into an assignment agreement (the "Assignment Agreement") with a third party purchaser (the "Assignee"). Pursuant to the Assignment Agreement, the Company assigned its option to purchase warrants for 3,000,000 shares of the Company's common stock in consideration for the Assignee's cash payment to the Company of $375,000, or $0.125 per warrant share. The Company held such option pursuant to those certain letter agreements between Crestview Capital Master, LLC ("Crestview") and the Company, as previously disclosed in the Company's SEC filings. Under the terms of the letter agreement with Crestview, the Company had the option to repurchase 15,000,000 warrants of the 23,000,000 warrants held by Crestview for a purchase price of $0.0285 per warrant share on or before December 15, 2010 (the "Option"), such warrants initially issued to Crestview as of February 6, 2009 in connection with that certain Bridge Loan and Debt Restructuring Agreement, dated January 30, 2009. After executing the Assignment Agreement, the Company retained its Option with respect to 12,000,000 warrants and the Assignee held the Option with respect to 3,000,000 warrants.

Following the execution of the Assignment Agreement, both the Company and the Assignee provided Crestview with a notice of exercise, and the parties exercised their respective portion of the Option, such that the Company purchased 12,000,000 of the warrants from Crestview and the Assignee purchased 3,000,000 of the warrants from Crestview, each at a purchase price of $0.0285 per warrant share. The Company has cancelled the 12,000,000 warrants it purchased. Further disclosure regarding this transaction can be found in the Company's Form 8-K filed with the SEC on December 20, 2010.

Please visit the Golden Phoenix website at: www.golden-phoenix.com.

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 mining superior precious and strategic metal deposits throughout North, Central and South America using competitive business practices balanced by principles of ethical stewardship. Golden Phoenix is a 30% joint venture partner with Scorpio Gold on the Mineral Ridge gold and silver property near Silver Peak, Nevada, and owns the Adams Mine and Duff Claim Block near Denio, Nevada, and the Northern Champion molybdenum mine in Ontario, Canada. Golden Phoenix has an option to earn an 80% interest in the Vanderbilt Silver and Gold Project, and the Coyote Fault Gold and Silver Project, both of which are adjacent to the Mineral Ridge gold and silver property near Silver Peak, Nevada. Golden Phoenix has entered into a Memorandum of Understanding to acquire an 80% interest in five gold and molybdenum properties in Peru; two on the Pataz Gold Trend in the north and three in the Porvenir area in the south. Golden Phoenix has entered into a Definitive Acquisition Agreement to acquire a 100% interest in four gold and base metal properties in the Shining Tree Mining District in Ontario, Canada.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: The statements by officers of the Company, and other statements regarding optimism related to the business, expanding exploration and development activities and other statements in this press release are forward-looking statements within the meaning of the Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates and projections about the Company's business. Words such as expects, anticipates, intends, plans, believes, sees, estimates and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements 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. In addition, actual results could vary materially based on changes or slower growth in the gold and base and precious metals markets; the potential inability to realize expected benefits and synergies in the Company's mining operations; domestic and international business and economic conditions; changes in the mining industry for base and precious minerals; unexpected difficulties in restarting or expanding production at the Company's mines; the need for additional capital and other risk factors listed from time to time in the Company's Securities and Exchange Commission (SEC) filings under "risk factors" and elsewhere. The forward-looking statements contained in this press release speak only as of the date on which they are made, and 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.

SOURCE Golden Phoenix Minerals, Inc.

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