Item 1.01 Entry into a Material Definitive Agreement.

On April 16, 2009, Golden Phoenix Minerals, Inc. (the "Company") entered into a Consulting Agreement (the "Agreement") with Allihies Engineering, Incorporated, a Montana corporation, and its President, Dr. Corby Anderson, whereby Dr. Anderson is to provide consulting services to the Company in connection with the Company's continued financing and debt conversion efforts. Dr. Anderson currently serves on the Company's Board of Directors and Governance Committee.

As compensation for his consulting services, Dr. Anderson will receive 1,500,000 shares of Company common stock valued at a 50% discount to the trailing twenty day Company common stock average price from the date of Board approval of such compensation package, totaling $11,835 ("Initial Compensation"). Such Initial Compensation shall serve to offset the expenses incurred by Dr. Anderson in his attempt to help secure the Company future financing. Pursuant to the Agreement, Dr. Anderson will be obligated to incur expenses or purchase Company debt up to the full value of the Initial Compensation.

In addition, Dr. Anderson will be eligible to receive 1,500,000 warrants to purchase Company common stock upon the acquisition of $200,000 in financing for the Company or in connection with a property transaction related to the Mineral Ridge mining property, or the retirement of up to $500,000 of the Company's existing debt, that are a result of Dr. Anderson's efforts ("Subsequent Compensation"). Pursuant to the Agreement, the warrants associated with the Subsequent Compensation will vest pro-rata as efforts are made to secure the $200,000 financing, the property transaction or $500,000 debt reduction, respectively, and will have an exercise price of $0.0079.

Furthermore, for all financing obtained by Dr. Anderson's efforts resulting in the Company receiving at least $200,000, the completion of a property transaction or resulting in the retirement of the Company's existing debt in excess of $500,000, Dr. Anderson will be eligible for a 10% finder's fee paid either in cash or, at the discretion of the finder, in restricted Company common stock at a 20% discount to the closing market price of the Company's common stock at the time of closing.

The Company has agreed that it will use its best efforts to register the stock issued in connection with the Initial Compensation pursuant to an applicable registration statement filed with the SEC.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Exhibit Description

10.1 Consulting Agreement dated April 16, 2009

---