Exhibit 10.44
ASSIGNMENT OF OPTION TO PURCHASE
WARRANTS
This Assignment of Option to Purchase Warrants
(the "Assignment") is entered into as of December 15, 2010, by and
between Golden Phoenix Minerals, Inc., a Nevada corporation
("Golden Phoenix") and Richmond Partners Master Limited
("Assignee").
RECITALS
A. Crestview
Capital Master, LLC ("Crestview") is the holder of that certain
Amended and Restated Debt Restructuring Warrant dated February 6,
2009 to purchase 23,000,000 shares of common stock of Golden
Phoenix at a purchase price of $0.03 per share (the
"Warrants").
B. Crestview
and Golden Phoenix entered into that certain Letter Agreement dated
December 2, 2010, whereby Crestview granted Golden Phoenix the
option ("Option") to purchase 15,000,000 of the 23,000,000 Warrants
at a purchase price of $0.0285 per Warrant share, less $50,000 to
be applied to the purchase price as a non- refundable deposit, on
or before December 15,2010.
C. Assignee
desires to purchase 3,000,000 of those Warrants under the Option
held by Golden Phoenix, and Golden Phoenix desires to assign its
right to purchase 3,000,000 of the Warrants under the Option on the
terms and conditions as set forth herein.
NOW THEREFORE,
in consideration of the mutual promises contained herein, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1.
Assignment . Golden Phoenix he
