gryphon8k_04192010.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 19, 2010
GRYPHON
GOLD CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
333-127635
|
92-0185596
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
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675
West Hasting Street, Suite 711
Vancouver,
BC V6B 1N2
(Address
of principal executive offices) (Zip Code)
(604) 261-2229
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d -2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e -4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On April
19, 2010, Gryphon Gold Corporation (the “Registrant”), its wholly-owned
subsidiary Borealis Mining Company (“Borealis”) and Sage Gold Inc. (“Sage”,
collectively with the Registrant and Borealis, the “Parties”) entered into
Amendment No. 2 to Option Agreement dated March 5, 2010, as amended on March 26,
2010 (the “Option Agreement”). Pursuant to the Option Agreement, the
Registrant has granted Sage the option to earn a 50% joint venture interest in
the Registrant’s Borealis gold project located in the Walker Lane Mineral Belt
of Southwest Nevada. Under the terms of the Option Agreement, the
Registrant and Sage agreed to enter into the Subscription Agreement pursuant to
which Sage will invest US$400,000 in a private placement of units by the
Registrant (the “Private Placement”). The foregoing description of
the Option Agreement is qualified in its entirety by reference to the Option
Agreement, a copy of which is filed as Exhibit 10.1 to the Registrant’s Form
10-K filed with the SEC on March 8, 2010, and the Form 8-K filed with the SEC on
March 30, 2010, each of which is hereby incorporated by reference into this Item
1.01.
Pursuant
to Amendment No. 2, Section 1.1(o) of the Option Agreement was amended to
provide for the termination of the due diligence period on the earlier of (i)
April 30, 2010 or the (ii) the termination of the Option Agreement, rather than
on the earlier of (i) April 19, 2010 or the (ii) the termination of the Option
Agreement.
Other
than as set forth above, all other terms and conditions of the Option Agreement
remain unamended and in full force and effect. The foregoing
description of Amendment No. 2 is qualified in its entirety by the copy of
Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form
8-K, and which is hereby incorporated by reference into this Item
1.01.
Item
9.01 Exhibits.
Exhibit
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Description
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10.1
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Amendment
No. 2 to Option Agreement dated April 19,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GRYPHON
GOLD CORPORATION.
(Registrant)
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Dated: April
20, 2010
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By: /s/
R.
William Wilson
R.
William Wilson
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Description
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10.1
|
Amendment
No. 2 to Option Agreement dated April 19,
2010
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