Gryphon Gold Corporation (TSX:GGN
- News; OTCBB:GYPH - News) announced today that
it has closed its Private Placement announced January 5, 2011. Gryphon has
issued 6,500,000 units at a price of C$0.20 per unit for gross aggregate
proceeds of C$1,300,000.
Each unit consists of one share of
common stock and one half (1/2) of one full purchase warrant. The two year
warrants are exercisable at a price of US$0.30 per share. The Units were
offered for sale directly by Gryphon Gold. Gryphon has paid qualified registered
dealers cash commissions in the aggregate amount of C$69,161 in connection
with the Private Placement. The proceeds will be applied to fund the
continuation of Gryphon Gold's exploration and development program and for
general corporate purposes.
The Units, including the common stock
and warrants, and shares underlying the warrants (the "Securities")
have not been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of any state of the
United States and may not be offered or sold in the United States absent such
registration or an available exemption from such registration requirements.
The Securities are not currently qualified by prospectus under the securities
laws of Canada and may not be sold in Canada absent an exemption from
applicable prospectus requirements. The Securities are subject to resale
restrictions under applicable securities laws. In connection with this
private placement, Gryphon Gold granted registration rights to each of the investors
and will use commercially reasonable efforts to prepare and file with the
SEC, within 120 days hereof, a registration statement under the Securities
Act, and to use commercially reasonable efforts to cause such registration
statement to be declared effective.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful.
After giving effect to the closing of
this private placement the Company has 96.4 million shares outstanding.
On Behalf of the Board of Directors of
Gryphon Gold Corporation
John L. Key, CEO
Lisanna Lewis, Vice President, 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 use of proceeds from the
Private Placement and the Company's 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.
John L. Key
Gryphon Gold Corporation