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Gryphon Gold Corporation ("Gryphon
Gold") (TSX:GGN
- News; OTCBB:GYPH - News) announced that it
proposes to offer for sale on a private placement basis to accredited
investors up to 4,000,000 units (the "Units") at a price of C$0.20
per unit. Each unit will consist of one share of common stock and one half
(1/2) of a common stock purchase warrant (the "Warrants"). The
Warrants will be exercisable for a period of 24 months from date of issue at
a price of US$0.30. Gryphon Gold expects to complete the private placement on
or about January 21, 2011.
The net proceeds of the private
placement will be used for working capital purposes. Gryphon Gold's current
working capital needs include funds required for corporate overhead costs
while Gryphon finalizes the financing for its Borealis Project.
Up to 6,000,000 shares of common stock
will be issued and reserved for issuance as a result of the proposed private
placement, including shares issuable upon exercise of the Warrants forming
part of the Unit. The number of shares forming part of the Units (4,000,000)
represents 8.9% of the issued shares of common stock outstanding, before
giving effect to the private placement.
Insiders of Gryphon Gold will be offered
the opportunity to subscribe for up to 1 million Units, which represents, assuming
the exercise of the Warrants forming part of such Units, less than 1% of the
common stock outstanding prior to giving effect to the private placement.
Gryphon Gold has not engaged a dealer to
act as agent in connection with the private placement. Gryphon will pay a
commission (in cash) in respect of certain purchases.
This press release does not constitute
an offer to sell or a solicitation of an offer to buy any of the securities
described herein. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any state securities laws, or qualified by
prospectus under Canadian securities law, and may not be offered or sold
within the United States or to United States Persons unless registered under
the U.S. Securities Act and applicable state securities laws or an exemption
from such registration is available or within Canada or to persons in Canada
unless qualified by prospectus under Canadian securities laws or an exemption
from such requirement is available.
On Behalf of the Board of Directors of
Gryphon Gold Corporation
John L. Key, CEO
Lisanna Lewis, VP, Treasurer
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, statements with respect to
completion of the private placement, use of proceeds, plans, projections,
estimates and expectations. Such forward-looking statements and
forward-looking information reflect our current views and are subject to
certain assumptions, including that net proceeds of the private placement
will be sufficient to address Gryphon Gold's current working capital
requirements, and certain risks and uncertainties, including the risk that
the private placement may not be completed, and those risks and uncertainties
outlined under the section headings "Forward-Looking Statements"
and "Risks Factors" in our annual report on Form 10-K, as filed
with the SEC on June 28, 2010, under the section heading "Risk
Factors" in our most recent quarterly report on Form 10-Q, as filed with
the SEC on November 13, 2010, and in our 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.
Full financial statements and securities
filings are available on our website: www.gryphongold.com and www.sec.gov or
www.sedar.com.
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