EXHIBIT 10.19

                            Gryphon Gold Corporation
                            Public Offering of Units

                                                          September, ______ 2005



DESJARDINS SECURITIES INC.                    GRYPHON GOLD CORPORATION
SUITE 2750, 145 KING STREET WEST              SUITE 810, 1130 WEST PENDER STREET
TORONTO, ON                                   VANCOUVER, B.C.
M5H 1J8                                       V6E 4A4

                              RE: LOCK-UP AGREEMENT
Directors and Officers of Gryphon Gold Corporation:
         In consideration of the Offering and the consents required thereunder,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned agrees that during the period beginning from the
date hereof and following the completion of the Offering (the "Lock-up Period"),
the undersigned, unless otherwise advised in writing by Desjardins, will not
offer, sell, contract to sell, pledge or otherwise dispose of or enter into any
transaction which is designed to, or might reasonably be expected to, result in
a direct or indirect disposition of Common Stock (collectively, the "Securities
Transactions"), except as set forth below:

         (i)      Six (6) months following completion of the Offering during
                  each Quarter (as defined below) within the Lock-up Period, the
                  undersigned may conduct Securities Transactions on up to 20%
                  of the amount of Common Stock held by the undersigned as
                  calculated from the Common Stock holdings of the undersigned
                  on the date the Lock-up Period commences; plus

         ii)      Starting at the beginning of the third Quarter following the
                  Offering, any shares of Common Stock that, although eligible,
                  were not subject to Securities Transactions during the prior
                  Quarter or successive Quarters will become eligible to
                  participate in Securities Transactions.

         For the purposes of this Lock-up Agreement, "Quarter" means a
sequential three month period, with the first Quarter commencing on the date of
completion of the Offering and ending three months thereafter, and the
subsequent Quarters following thereafter.

         This Lock-up Agreement shall terminate and be of no further force or
effect upon either the Company or Desjardins notifying the other in writing that
they are abandoning the Offering or if the Agency Agreement is terminated prior
to the Closing Date.

                                Yours very truly,

Name:






                                SIGNATURE OF SHAREHOLDER