0001062993-13-000111.txt : 20130107 0001062993-13-000111.hdr.sgml : 20130107 20130107100319 ACCESSION NUMBER: 0001062993-13-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120107 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130107 DATE AS OF CHANGE: 20130107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRYPHON GOLD CORP CENTRAL INDEX KEY: 0001262751 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 920185596 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-127635 FILM NUMBER: 13514014 BUSINESS ADDRESS: STREET 1: 611 N NEVADA STREET CITY: CARSON CITY STATE: NV ZIP: 89703 BUSINESS PHONE: 604-261-2229 MAIL ADDRESS: STREET 1: 611 N NEVADA STREET CITY: CARSON CITY STATE: NV ZIP: 89703 8-K 1 form8k.htm FORM 8-K Gryphon Gold Corporation: Form 8-K - Filed by newsfilecorp.com

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  
(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 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 Company’s 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. Cryan’s departure as soon as possible.

Effective January 1, 2013, Gryphon Gold Corporation (the “Registrant”) changed the compensation of James T. O’Neil Jr., Chief Executive Officer and Interim Chief Financial Officer.

The Registrant has agreed to increase Mr. O’Neil’s 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. O’Neil 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. O’Neil had a direct or indirect interest. To the Registrant’s knowledge, there is no arrangement or understanding between any of its directors, officers and Mr. O’Neil 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 O’Neil
  James O’Neil
Chief Executive Officer and Interim Chief Financial Officer


EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Gryphon Gold Corporation: Exhibit 99.1 - Filed by newsfilecorp.com

Exhibit 99.1

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 facility’s 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 boiler’s 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 Terence’s 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 Nevada’s 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 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., CEO and Interim CFO Deborah K. Pawlowski, Kei Advisors LLC
775.883.1456 716.843.3908
joneil@gryphongold.com dpawlowski@keiadvisors.com

- MORE-


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 Gryphon’s 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 Company’s 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 Company’s website: www.gryphongold.com and www.sec.gov or www.sedar.com.

###

 

 



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