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): July 26, 2012

GRYPHON GOLD CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	333-127635	92-0185596
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation)		Identification No.)

601 N. Nevada Street
Carson City, Nevada 89703
(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):

[_]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[_]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[_]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.02 Termination of a Material Definitive Agreement.

As described in Item 5.02 below, the employment agreement between Robert L. Chapman and Gryphon Gold Corporation, a Nevada corporation (the “Registrant”), was terminated in connection with Mr. Chapman’s resignation effective July 26, 2012. No early termination penalties were incurred by the Registrant in connection with this resignation and termination of the employment agreement. The Registrant has agreed to pay severance to Mr. Chapman equal to five month’s salary during the Registrants normal payroll cycle. The Registrant has the option to pay severance installments in cash or shares of common stock.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Registrant reports that Robert L. Chapman has resigned as its Chief Financial Officer effective July 26, 2012. Effective as of Mr. Chapman’s resignation, Mr. James O’Neil, our Chief Executive Officer, has been appointed as Interim Chief Financial Officer.

Mr. Chapman’s resignation was not as of a result of any disagreement with the Registrant’s independent auditors or any member of management on any matter of accounting principles or practices, financial statement disclosure, or internal controls.

Item 7.01 Regulation FD Disclosure.

On July 30, 2012, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing Mr. Chapman’s departure. 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
99.1	Press Release, dated July 30, 2012*

* 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: July 30, 2012	/s/ James O’Neil
	James O’Neil
	Chief Executive Officer and Interim Chief Financial
	Officer

EX-99.1

Exhibit 99.1

	NEWS RELEASE
Gryphon Gold Corporation, 611 N Nevada Street, Carson City, NV 89703

For Immediate Release

Gryphon Gold Announces Resignation of Chief Financial Officer

CARSON CITY, NV, July 30, 2012 - Gryphon Gold Corporation (the “Company” or “Gryphon Gold”) (GGN: TSX; GYPH: OTCBB), a gold exploration, development and production company focused on its Borealis Oxide Heap Leach Project in Nevada (the “Borealis Property”), announced today that its Chief Financial Officer, Robert L. “Llee” Chapman, resigned effective July 26, 2012, for personal reasons.

James T. O’Neil Jr., Chief Executive Officer of Gryphon Gold, commented, “While Llee’s tenure with us was short, we appreciate that he came out of retirement to help us. Over the last several months, we have instituted a more sophisticated accounting system and also strengthened our accounting staff by adding Suzanne Chennault as Controller. As we evaluate our options for the future, I will resume the role of interim-CFO in addition to being CEO.”

Mr. Chapman’s resignation was not the result of any disagreement with the Company or auditors on any matter of accounting principles or practices, financial statement disclosure, or internal controls. Mr. Chapman had joined Gryphon Gold on April 2, 2012.

The Company plans on providing an operational update by August 6, 2012, and expects to report its first quarter financial results on August 14, 2012, with a conference call and webcast at 11:30 a.m. Eastern Time on Wednesday, August 15, 2012.

ABOUT GRYPHON GOLD:

Gryphon Gold is in the business of acquiring, exploring, and developing gold properties in the United States, emphasizing the State of Nevada. The Company’s primary focus is on the advancement of its Borealis property, located in Nevada’s Walker Lane Gold Belt (the “Borealis Property”). The plan for the Borealis Property is to advance the development of the oxide heap leachable gold and silver to the production stage and to further expand and develop the significant sulphide resource through exploration, metallurgical design and sulphide project permitting and development. The Borealis Property is unpatented mining claims (including claims leased to the Company’s wholly owned subsidiary) of approximately 20 acres each, totaling about 15,020 acres, which has successful past production.

Gryphon Gold routinely posts news and other important information on its website: www.gryphongold.com.

For further information please contact:

James T. O’Neil Jr.,
Chief Executive Officer
775.883.1456
joneil@gryphongold.com

Deborah K. Pawlowski
Kei Advisors LLC
716.843.3908
dpawlowski@keiadvisors.com

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