8-K

UNITED STATES

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): February 12, 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.)

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 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On February 12, 2010 (the “Effective Date”), Gryphon Gold Corporation (the “Registrant”), its wholly-owned subsidiary Borealis Mining Company (“Borealis”) and Richard J. Cavell TTTEE F/T Richard J. Cavell Trust dated 02/23/1994, Hardrock Mining Company and John W. Whitney (collectively, the “Lessors”) entered into Amendment No. 2 (“Amendment No. 2”) to the Option Agreement Amendment to Mining Lease (the “Option Agreement”), dated August 22, 2008 (the “Option Agreement Effective Date”). The Option Agreement provides the Registrant with the option, exercisable within eighteen months of Option Agreement Effective Date (the “Option Term”), to pay a 5% reduced royalty payment to the Lessors under the mining lease, dated January 24, 1997, as amended on February 24, 1997 (the “Mining Lease’) and provides for the extension of the Mining Lease for a period of eight years beyond the initial term of the Mining Lease if the Registrant conducts condemnation drilling on the leased premises covered by the Mining Lease within a period of two years following the Option Agreement Effective Date (the “Condemnation Drilling Period”). 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 10.18 to the Registrant’s Form 10-K filed with the SEC on June 26, 2009, and which is hereby incorporated by reference into this Item 1.01.

Pursuant to Amendment No. 2, the Option Agreement was amended to provide for the extension of the Option Term from February 22, 2010 until August 22, 2010 and the extension of the Condemnation Period from August 22, 2010 to August 22, 2011. As consideration for entering into Amendment No. 2, Borealis agreed to pay the Lessors $150,000 on the Effective Date, comprised of cash in the amount of $25,000 and shares of the common stock (“Common Stock”) of the Registrant equal to $125,000, calculated based on eighty percent of the average five day closing price of the Registrant’s Common Stock immediately prior to the Effective Date. 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 7.01 Regulation FD Disclosure.

On February 16, 2010, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing the material agreement detailed in Item 1.01 above. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Exhibits.

Exhibit	Description
10.1	Amendment No. 2 to Option Agreement Amendment to Mining Lease, dated February 12, 2010
99.1	Press Release dated February 16, 2010*

* The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

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.

GRYPHON GOLD CORPORATION.
(Registrant)

Dated: February 18, 2010 By: /s/    John L. Key                  
John L. Key Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description
10.1	Amendment No. 2 to Option Agreement Amendment to Mining Lease, dated February 12, 2010
99.1	Press Release dated February 16, 2010*

* The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.

EX-10.1

EXHIBIT 10.1

AMENDMENT NO. 2 TO

OPTION AGREEMENT AMENDMENT TO MINING LEASE

This Amendment No. 2 (“Amendment No. 2”) to the Option Agreement Amendment to Mining Lease (the “Option Agreement”), as amended, is entered into effective as of February 12, 2010 (the “Effective Date”), by and among Gryphon Gold Corporation, a Nevada corporation (“Gryphon Gold”), its wholly owned subsidiary, Borealis Mining Company, a Nevada corporation (“Borealis Mining”, and together with Gryphon Gold and its successors, “Gryphon”), Richard J. Cavell TTTEE F/T Richard J. Cavell Trust dated 02/23/1994 (the “Cavell Trust”), Hardrock Mining Company, a Nevada corporation (“Hardrock”), and John W. Whitney, an individual (“Whitney”, and together with the Cavell Trust and Hardrock, the “Lessors”, and each individually, a “Lessor”).

Recitals

A. Gryphon and the Lessors (the “Parties”) entered into the Option Agreement, dated August 22, 2008 (the “Option Agreement Effective Date”), pursuant to which Borealis Mining received the option (the “Option”) to pay a five percent (5%) reduced royalty payment to the Lessors under the mining lease, dated January 24, 1997, as amended on February 24, 1997 (the “Mining Lease”); and

B. Section 1.(b) of the Option Agreement provides for the extension of the Initial Term of the Mining Lease (as set forth in Section 3 of the Mining Lease) for a period of eight (8) years if Gryphon conducts condemnation drilling on the Leased Premises (as defined in Section 1 of the Mining Lease) within a period of two (2) years (the “Condemnation Drilling Period”) following the Option Agreement Effective Date; and

C. Pursuant to Section 3 of the Option Agreement, the Option was exercisable for a period of twelve (12) months (the “Option Term”) following the Option Agreement Effective Date; and

D. Section 3 of the Option Agreement provided for the extension of the Option Term for an additional six (6) month period beyond the initial twelve (12) month period upon payment by Borealis Mining to Lessors of cash in the amount of US$125,000; and

E. The Parties entered into Amendment No. 1 to the Option Agreement, effective as of August 7, 2009 (“Amendment No. 1”), to provide for payment in shares of common stock of Gryphon Gold (“Common Stock”), in lieu of the cash payment, to extend the Option Term; and

F. Pursuant to Section 3 of the Option Agreement, as amended under Amendment No. 1, Gryphon extended the Option Term from August 31, 2009 to February 22, 2010 following payment by Borealis Mining to the Lessors of US$125,000, comprised of cash and Common Stock; and

G. Borealis Mining has not exercised the Option and Gryphon has not conducted condemnation drilling on the Leased Premises; and

H. Gryphon now desires to amend Section 1.(b) of the Option Agreement to provide for the extension of the Condemnation Drilling Period from August 22, 2010 to August 22, 2011; and

I. Gryphon now desires to amend Section 3 of the Option Agreement to provide for a further extension of the Option Term from February 22, 2010 to August 22, 2010 in consideration for payment by Borealis Mining to the Lessors of US$150,000, comprised of cash and Common Stock as set forth in this Amendment No. 2.; and

J. Pursuant to Section 18 of the Option Agreement, the Option Agreement may be amended through a written amendment signed by the Parties.

Agreement

NOW, THEREFORE, for and in consideration of the covenants set forth in the Option Agreement, Amendment No. 1 and this Amendment No. 2, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. The first sentence of Section 1.(b) of the Option Agreement, as amended, shall be amended and restated in its entirety to read:

“If Gryphon conducts condemnation drilling on the Leased Premises in a manner reasonably satisfactory to Whitney & Whitney, Inc. by August 22, 2011, the Initial Term of the Mining Lease (as set forth in Section 3 of the Mining Lease) will be extended by a period of eight (8) years.”

2. Section 3 of the Option Agreement, as amended, shall be amended and restated in its entirety to read:

“Borealis Mining may exercise the Option by providing written notice of exercise to Lessors at the address set forth below (an “Exercise Notice”) at any time prior to August 22, 2010 (the “Option Term”). If Borealis Mining does not exercise the Option within the time set forth in this Section 3, the Option Agreement Amendment to Mining Lease and the Option granted therein shall terminate and neither Gryphon nor Lessors shall have any further rights or obligations under the Option Agreement Amendment to Mining Lease.”

3. In consideration for the extension of the Option Term to August 22, 2010, Borealis Mining shall pay to the Lessors a non-refundable, non-deductible payment of US$150,000 on the Effective Date, payable as follows:

(a) cash in the amount of US$25,000; and

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(b) US$125,000 in shares of Gryphon Gold common stock (“Common Stock”), the value of which shall be calculated based on eighty percent (80%) of the average five day (5) closing price immediately prior to the Effective Date.

4. All cash and Common Stock deliverable pursuant to this Amendment No. 2 shall be paid by check payable to each individual Lessor and stock certificate(s) delivered to each individual Lessor, as applicable, in accordance with their pro rata interest as set forth on Schedule 4(d)(iii) of the Option Agreement, attached hereto as Exhibit A, at their address set forth in Paragraph 10 of the Option Agreement or such other address as each Lessor directs in writing to Gryphon Gold.

5. Each Lessor acknowledges and agrees that the Common Stock to be issued pursuant to this Amendment No. 2 has not and will not be registered under the Securities Act of 1933, as amended (the “U.S. Securities Act”), or any applicable state securities laws and will not be qualified by prospectus under applicable Canadian securities laws, and will be offered and sold pursuant to applicable exemptions from such registration requirements. Each Lessor acknowledges that the issuance of the Common Stock is subject to applicable regulatory approvals and acceptances including any requirements of the Toronto Stock Exchange (collectively, the “Approvals”). Gryphon Gold shall use commercially reasonable efforts to obtain the Approvals in a timely manner. Each Lessor further acknowledges that the certificates representing the Common Stock will bear such legends as may be required to comply with applicable securities laws and requirements of the Toronto Stock Exchange. Gryphon Gold shall use commercially reasonable efforts to cause its legal counsel to deliver legal opinions in the form reasonably satisfactory to its transfer agent, to permit the resale of the Common Stock pursuant to Rule 144 of the U.S. Securities Act upon expiration of the applicable hold period under Rule 144.

6. Capitalized terms not defined herein have the meaning ascribed to them in the Option Agreement.

7. All other provisions of the Option Agreement, as amended by Amendment No. 1, shall remain in full force and effect.

8. This Amendment No. 2 may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Signatures on Following Page]

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            IN WITNESS THEREOF, Gryphon and the Lessors have executed this Agreement as of the Effective Date.

GRYPHON GOLD CORPORATION

By: _______________________________

John L. Key

  Chief Executive Officer

BOREALIS MINING COMPANY

By: _______________________________

John L. Key

Managing Member

Richard J. Cavell TTTEE F/T Richard J. Cavell Trust

By: _______________________________

Name:

Title:

HARDROCK MINING COMPANY

By: _______________________________

Name:

Title:

__________________________________

John W. Whitney

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Exhibit A

SCHEDULE 4(d)(iii)

OF OPTION AGREEMENT

AMENDMENT TO MINING LEASE

Holder	Pro Rata Royalty Interest
Richard J. Cavell TTTEE F/T Richard J. Cavell Trust dated 02/23/1994	51%
Hardrock Mining Company	24.5%
John W. Whitney	24.5%

EX-99.1

EXHIBIT 99.1

Gryphon Gold Announces Extension of Option to Fix Borealis Royalty

February 16, 2010 - Gryphon Gold Corporation (“Gryphon Gold”) (GGN:TSX; GYPH:OTC.BB) is pleased to announce that it has entered into an agreement to extend until August 22, 2010 its right to fix the Net Smelter Return (NSR) royalty at 5% on it Borealis property.

The Borealis Oxide Project is the subject of a NI 43-101 Pre-Feasibility filed on SEDAR in September 2009. The Borealis deposit is located in the Walker Lane gold belt of western Nevada.

The option was entered into on August 23, 2008 and first extended on August 7, 2009. Gryphon Gold may exercise the option at any time up to August 22, 2010 to fix the NSR royalty at 5%. The current NSR royalty is variable based on a formula, which is calculated as the price of gold divided by one hundred expressed as a percentage; i.e. at a gold price of 1,000 ounce the NSR royalty rate would be 10%.

To exercise the option Gryphon Gold will pay the NSR royalty holders US$1,750,000 cash, 7,726,250 common shares of Gryphon Gold, and a three year (from date of exercise of the option) US$1,909,500 debenture bearing interest at 5% p.a., convertible into common shares of Gryphon Gold at $0.70/share for the first year of the three year term and escalating by $0.10/share per year until maturity. Gryphon Gold will also pay a fee of $150,000 in a combination of cash and, subject to approval of the Toronto Stock Exchange, common shares for the current option extension.

“We appreciate the royalty holders’ vote of confidence in Gryphon Gold. The extension of the royalty agreement demonstrates the royalty holders’ belief in Gryphon advancing the property to production in the near term,” said John Key, CEO of Gryphon Gold.

On Behalf of the Board of Directors of Gryphon Gold Corporation

John L. Key, CEO

Ph: 775 853-8814

jkey@gryphongold.com

Bill Wilson, CFO

Ph: 775 853-8814

bwilson@gryphongold.com

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 projections and expectations related the receipt of regulatory approvals for the issuance of shares to the royalty holders. 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, the risk that regulatory approval may not be obtained on basis acceptable to the Company and the 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 26, 2009, under the section heading “Risk Factors” in our most recent quarterly report on Form 10-Q, as filed with the SEC on February 12, 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 ). We do not undertake to update forward-looking statements or forward-looking information, except as may be required by law.

Full financial statements and securities filings are available on our website: www.gryphongold.com and www.sec.gov or www.sedar.com . For further information contact: John Key, CEO, by phone: 775-853-8814, or email at jkey@gryphongold.com. The Borealis property is described in the technical report(the “technical reports”) dated September 21, 2009 titled Pre Feasibility Study on the Mineral Resources of the Borealis

Gold Project Located in Mineral County, Nevada, U.S.A prepared in accordance with National Instrument 43-101 of the Canadian Securities Administrators (“NI 43-101”). The technical report describe the exploration history, geology and style of gold mineralization at the Borealis property. Disclosure in this press release of mineral resources is based on the technical report. Details of the quality or grade of each category of mineral resources and key assumptions, parameters and methods used to estimate the mineral resources is included in the technical reports. The reports also include a description of environmental and permitting matters.