Golden Phoenix Signs Definitive Acquisition Agreement to Acquire 100% Interest in Ra Resources; Geophysical Program Completed; Drilling Program to Begin

Oct 08, 2010, 16:34 ET from Golden Phoenix Minerals, Inc.

SPARKS, Nev., Oct. 8 /PRNewswire-FirstCall/ -- Golden Phoenix Minerals, Inc. ("Company") (OTC Bulletin Board: GPXM) is pleased to announce it has entered into a Definitive Acquisition Agreement with Ra Resources Ltd. to acquire 100% of its outstanding securities.

"The acquisition of Ra Resources and its portfolio of gold and base metal properties within the Shining Tree District of Northeastern Ontario, will expand our acquisition plan into Canada," stated Tom Klein, CEO of Golden Phoenix. "Ra has just completed a geophysical program on its Churchill Gold property. A 5 hole, 2500 meter drill program is planned by the first quarter of 2011."

Insight Geophysical conducted the geophysical program. Their firm has been active in the area working with Northgate at their Young Davidson Mine and with Creso on their Shining Tree area properties. The Insight geophysical team is in the process of compiling their report.

"Our geological team has reviewed the preliminary findings and are extremely pleased with what we have seen," stated Jack Tindale, Exploration Manager for Ra Resources. "We expect to have the geophysical report to help identify high-priority drill targets in the coming weeks."

Ra Resources owns a 100% interest in four principal gold and base metal properties within the Shining Tree mining district of northeastern Ontario. The historic Shining Tree area is located along the same prolific Kirkland-Larder gold belt where Northgate is developing a three million ounce deposit and the Swazye area site of recently reported gold finds by Trelawney Mines. The Shining Tree district is currently undergoing a resurgence of exploration where five other companies have been preparing and engaging in drill programs. Ra acquired its holdings in 2006 and has invested over $600,000 CN in their development. The portfolio includes:

Churchill Township. A prospective gold property that contains three gold mineralized trends delineated in a 2009 43-101 geological study.

Browning Township. A prospective copper-zinc property consisting of over 100 contiguous claims spanning seven kilometers of airborne and ground conductors conducive to hosting VMS (volcanogenic massive sulphide) deposits.

Nursey Township and Asquith Township. These prospective properties feature copper-nickel and copper-zinc mineralization, respectively.

Under the terms of the Definitive Acquisition Agreement, upon the Closing (anticipated to occur no later than November 30, 2010), Golden Phoenix will issue to the shareholders of Ra such number of shares of Company common stock (the "GPXM Shares") as determined by an exchange ratio of 3.5 GPXM Shares for every 1 share of Ra common stock outstanding.  As of the date of the Definitive Acquisition Agreement, there were 5,925,000 shares of Ra common stock issued and outstanding.  In no event will the GPXM Shares issued in consideration for the Acquisition exceed 45,722,880.  Currently, Ra owns or holds an exclusive option to acquire certain mining claims located in the Larder Lake Mining Division in Churchill Township, Ontario. Further disclosure regarding this transaction can be found in the Company's Form 8-K to be filed with the SEC as of the date of this press release.

Mr. Klein concluded: "The Shining Tree District has been experiencing continuous growth. We believe our entrance into this rapidly developing area of Canada will provide our shareholders with significant upside potential."

Please visit the Golden Phoenix website at:

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 acquiring, developing and mining superior precious and strategic metal deposits throughout North 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.

"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.

For More Information Contact:

Robert Ian, Director of Corporate Communications (775) 453-4741

SOURCE Golden Phoenix Minerals, Inc.