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): January 1, 2013
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.) | |
611 N Nevada Street, Carson City, NV, 89703 | ||
(Address of principal executive offices) (Zip Code) | ||
(604) 261-2229 | ||
(Registrants 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 5.02 Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 1, 2013, Mr. Terence J. Cryan resigned as a member of the Companys Board of Directors. Mr. Cryan was a member of the Audit Committee, Governance and Nominating Committee and the Compensation Committee of the Board of Directors. The Company intends to fill the vacancy created by Mr. Cryans departure as soon as possible.
Effective January 1, 2013, Gryphon Gold Corporation (the Registrant) changed the compensation of James T. ONeil Jr., Chief Executive Officer and Interim Chief Financial Officer.
The Registrant has agreed to increase Mr. ONeils compensation from a rate of $250,000 per year to $300,000 per year.
The Registrant is not aware of any family relationships, by blood, marriage, or adoption, between Mr. ONeil and any other director or executive officer of the Registrant. The Registrant knows of no transactions involving the Registrant during the last two years in which Mr. ONeil had a direct or indirect interest. To the Registrants knowledge, there is no arrangement or understanding between any of its directors, officers and Mr. ONeil pursuant to which he was selected to serve as Chief Executive Officer and Interim Chief Financial Officer.
Item 7.01 Regulation FD Disclosure.
On January 7, 2013, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing the suspension of production at its Borealis mine due to the failure of a boiler in the ADR facility. The release also announced the resignation of Mr. Cryan.
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 January 7, 2013* |
* 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: January 7, 2013 | By: /s/ James ONeil |
James ONeil | |
Chief Executive Officer and Interim Chief Financial Officer |
NEWS RELEASE |
Gryphon Gold Corporation, 611 N Nevada Street, Carson City, NV 89703
Gryphon Gold Provides Operational Update
Production temporarily curtailed at Borealis Property due to boiler malfunction
Heavy earth equipment on site for moving new ore to fill expanded heap leach pad
CARSON CITY, NV - January 7, 2013 - Gryphon Gold Corporation (the Company or Gryphon Gold) (GGN: TSX; GYPH: OTCQB), a gold exploration, development, and production company focused on its Borealis Oxide Heap Leach Project in Nevada (the Borealis Property), announced today that it has suspended gold production at its Borealis Property due to equipment failure at its Adsorption Desorption Recovery (ADR) refining facility.
Donald B. Tschabrun, Chief Operating Officer of Gryphon Gold, commented, The failure of the ADR facilitys boiler has impacted production as we are unable to properly heat the strip solution which enables us to extract the gold. A replacement boiler is currently being inspected and, should it pass inspection, we anticipate it to be delivered, installed and operating by month end provided we are able to continue to fund operations. We are loading the expanded heap leach pad, have installed the conveyor system and are completing the installation of the new crushers. We also have heavy earth moving equipment on site and a drilling and blasting contractor lined up. At this time, we expect to start moving new ore to the expanded pad starting in February. Because of the boilers reduced functionality and ultimate failure, production in December and January has been impacted. We have cut back measurably on our operating staff in the meantime to reduce costs.
Director Resignation
The Company also announced that Terence J. Cryan resigned his position as Director, effective January 1, 2013. In his letter of resignation, he noted that the increase of other commitments have impacted his ability to properly fulfill his role as a director for the Company.
Marvin K. Kaiser, Chairman of the Board, noted, We will miss Terences advice and counsel. He has been instrumental in our efforts to bring the Borealis project back to life as a producing mine. We wish him well in all his endeavors.
ABOUT GRYPHON GOLD:
Gryphon Gold produces gold from its Borealis Property, which is located in Nevadas Walker Lane Gold Belt. The Company is expanding its production capacity and advancing the development of the oxide heap leachable gold and silver historically identified that includes both pre-processed and unprocessed ore. Gryphon Gold also plans to further expand and develop the significant sulphide resource available through exploration, metallurgical design and sulphide project permitting and development. The Borealis Property contains unpatented mining claims (including claims leased to the Companys 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. ONeil Jr., CEO and Interim CFO | Deborah K. Pawlowski, Kei Advisors LLC |
775.883.1456 | 716.843.3908 |
joneil@gryphongold.com | dpawlowski@keiadvisors.com |
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Gryphon Gold Provides Operational Update
January
7, 2013
Page 2 of 2
Safe Harbor Statement
This press release
contains forward-looking statements and "forward-looking information" within
the meaning of United States and Canadian securities laws, which may include,
but are not limited to, statements relating to operating results; installation
and operation of a boiler and crushers, resumption and expansion of production
capacity, expansion of the heap leach pad, development of resources, and plans
to advance the development of the Borealis Property. 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 risks associated with mining operations, risks associated
with the installation and operation of new equipment, risks associated with the
reduction in revenue from operations for the periods referred to in this
release; risks associated with Gryphons limited capital resources, risks
associated with the oxide heap, risks associated with exploration, metallurgical
design and project permitting and development and the risks and uncertainties
outlined under the section headings Forward-Looking Statements and Risks
Factors and Uncertainties in the Annual and Quarterly Reports, as filed with
the SEC and Canadian securities administrators and in the Companys other
reports, documents, 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. The Company
does 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 the Companys website: www.gryphongold.com
and www.sec.gov or www.sedar.com.
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