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Gryphon
Gold Corporation (TSX:GGN; OTCBB:GYPH today announced that it has filed a
registration statement on Form S-1 with the Securities and Exchange
Commission in the United States and has been submitted for filing a
preliminary short form prospectus with securities regulatory authorities in
each of the Provinces of British Columbia, Alberta, Saskatchewan and Ontario,
Canada in relation to a proposed $10,000,000 public offering of its common
stock in both the United States and Canada. Roth Capital Partners, LLC, will
act as sole book-running manager for the offering in the United States, with
Acumen Capital Finance Partners Limited acting as sole Canadian agent in
Canada. The number of shares to be sold in the proposed offering and the offering
price have not yet been determined.
A registration statement relating to
these securities has been filed with the Securities and Exchange Commission
but has not yet become effective. These securities may not be sold, nor may offers to buy be
accepted, prior to the time the registration statement becomes effective.
This release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities, in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction. A receipt for a preliminary short form prospectus has
not yet been issued by any Canadian securities regulatory and no solicitation
of any expression of interest or other communication in respect of any
securities of the Company may be made in Canada until such receipt has been
issued and no offer to sell any such securities may be made in Canada until a
final prospectus qualifying the distribution of securities has been filed in
accordance with Canadian securities laws.
The offering will be made in Canada only by means of a
prospectus. A written preliminary prospectus related to the offering may be
obtained, when available, as follows:
In the United States please contact: Roth Capital Partners, 24
Corporate Plaza Dr., Newport Beach, California 92660, Attention: John
Dalfonsi, phone: (949) 720-5700 or email: jdalfonsi@roth.com
In Canada please contact: Acumen Capital Finance Partners
Limited, Suite 700, 404 6th Avenue SW, Calgary, Alberta, Canada T2P 0R9,
Attention Kelly Hughes, VP, Investment Banking, phone: (403) 571-5036 or
email: khughes@accumencapital.com.
For further information please contact: John L. Key, CEO and
President 1-775-883-1456 jkey@grypyhongold.com
Lisanna Lewis, VP, Treasurer, Investor Relations 1-604-261-2229 llewis@gryphongold.com
ABOUT GRYPHON GOLD
Gryphon Gold is a Nevada-focused gold exploration company.
Gryphon Gold’s principal property is its Borealis gold project located
in the Walker Lane gold belt of western Nevada.
This press release contains
“forward-looking statements” and "forward-looking
information" within the meaning of Canadian and United States securities
laws, which may include, but is not limited to the anticipated offering of
shares of the company’s common stock and other statements related to
plans, estimates, timing and objectives. Such forward-looking statements and
forward-looking information reflect our current views with respect to future
events and are subject to certain risks, uncertainties and assumptions,
including, risks that: the registration statement will not become effective,
the preliminary short form prospectus will not become final, the proposed
financing will not occur and regulatory approval of any financing may not be
granted, and the risks and uncertainties outlined under the section headings
“Forward-Looking Statements” and “Risks Factors” in
Gryphon’s annual report on Form 10-K, as filed with the SEC on June 28,
2010, under the section heading “Risk Factors” and in
Gryphon’s most recent financial statements, reports and registration
statements filed with the SEC (available at www.sec.gov) and with Canadian securities
administrators (available at www.sedar.com ). Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
believed, estimated or expected. We do not undertake to update
forward-looking statements or forward-looking information, except as may be
required by law.
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