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 13, 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, 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 7.01 Regulation FD Disclosure.

On February 13, 2013, the Registrant issued the press release attached hereto as Exhibit 99.1. 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    Financial Statements and Exhibits.

Exhibit No.	Description
99.1	News Release dated February 13, 2013

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 13, 2013	By: /s/ James O’Neil
	James O’Neil
	Chief Executive Officer and Interim Chief Financial Officer

EX-99.1

 

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

IMMEDIATE RELEASE

Gryphon Gold to Discuss Joint Venture Agreement with Waterton on Third Quarter Fiscal Year 2013 Conference Call

CARSON CITY, NV, February 13, 2013 -- Gryphon Gold Corp. (TSX: GGN / OTCQB: GYPH), a company focused on its joint venture interest in the gold Borealis Oxide Heap Leach Project in Nevada (the “Borealis Property”), announced today that it will address its recently announced joint venture agreement with Waterton Global Value L.P during the scheduled third quarter fiscal year 2013 financial results call and webcast.

Fiscal 2013 Third Quarter Conference Call

Friday, February 15, 2013

1:00 p.m. Eastern Time

Phone: (201) 689-8560

Internet Webcast: www.gryphongold.com

A telephonic replay will be available from 4:00 p.m. Eastern Time the day of the teleconference until Friday, February 22, 2013. To listen to a replay of the call, dial (858) 384-5517 and enter replay pin number 407895. Alternatively, the archive of the webcast will be available on the Company’s website at www.gryphongold.com. A transcript will also be posted to the Company’s website, once available.

ABOUT GRYPHON GOLD:

Gryphon Gold holds a 40% joint venture interest in the gold producing Borealis Property, which is located in Nevada’s Walker Lane Gold Belt. The Company and its joint venture partner Waterton Global Value L.P. are expanding the Borealis Property production capacity and advancing the development of the oxide heap leachable gold and silver historically identified that includes both preprocessed 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 more information contact:

Company	Investor Relations
James T. O’Neil Jr.	Deborah K. Pawlowski
CEO and Interim CFO	Kei Advisors LLC
Phone: (775) 883-1456	Phone: (716) 843-3908
Email: joneil@gryphongold.com	Email: dpawlowski@keiadvisors.com

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