Outstanding $4.2 Million Note for 2% Ashdown Royalty, 3 Million Shares WEX Stock, $500k Cash Payment

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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 http://www.sedar.com/">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.