Win-Eldrich Signs Note Settlement LOI With Golden Phoenix on Outstanding $4.2 Million Note for 2% Ashdown Royalty, 3 Million Shares WEX Stock, $500k Cash Payment

TORONTO, March 4 /CNW/ - Win-Eldrich Gold, Inc, a wholly owned subsidiary of Win-Eldrich Mines Limited ("WEX")(TSXV: WEX) is pleased to announce the execution of a Non-Binding Letter of Intent ("LOI") with Golden Phoenix Minerals, Inc. ("Golden Phoenix") setting forth terms to potentially settle a $4.2 million Promissory Note (the "Note") owed to Golden Phoenix in exchange for a 2% NSR on the Ashdown Project, three million shares of WEX common stock, a $500,000 cash payment and the right to appoint one individual to the WEX Board of Directors.

Perry Muller, President of Win-Eldrich, is pleased with the terms of the LOI. "Funds originally needed for payments towards the Note can be used to expand production at Ashdown. This LOI will benefit the shareholders of both companies and further WEX's goal of becoming a debt-free company."

The Note to be settled is that certain Series A Limited Recourse Secured Promissory Note, made by Win-Eldrich 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 potential settlement, upon closing of a definitive agreement, Golden Phoenix will forgive, release and forever discharge any and all obligations and liabilities of Win-Eldrich under the Note in consideration for the following terms and conditions:

- 2% NSR on Ashdown Project/property in favor of Golden Phoenix, with 1% available to be purchased for a purchase price of $1,000,000.

- Win-Eldrich to make cash payment of $500,000 to Golden Phoenix upon closing of the definitive agreement.

- Win-Eldrich Mines Ltd. (parent company of Win-Eldrich; TSXV:WEX) to issue 3,000,000 shares of its common stock, upon closing of the Agreement.

- Golden Phoenix to have the right to appoint one individual to the Board of Directors of WEX.


A definitive agreement memorializing the above terms is expected to be entered into by March 31, 2011, with an anticipated closing date no later than September 30, 2011, or as soon as required closing conditions are met. Monthly payments to Golden Phoenix under the Note will commence as scheduled on April 1, 2011, and will be applied to the cash portion of the settlement upon closing, or to the outstanding principal and interest on the Note if the closing does not timely occur, with the Note to continue in effect under its original terms. The parties acknowledge that the terms are subject to approval of respective the Board of Directors and regulatory authorities such as the TSXV and US SEC as may be deemed necessary in order to finalize and close the Agreements.


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 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.



For further information:

Perry Muller, President and Director of Win-Eldrich
at (402) 435-7206.