RECITALSPurchase Agreement • August 17th, 2005 • Gryphon Gold Corp • Nevada
EXHIBIT 10.11 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Assignment ") is made and entered as of the 1st day of January, 2005 (the "Effective Date"), by and between GRYPHON GOLD CORPORATION., a Nevada...Assignment and Assumption Agreement • August 17th, 2005 • Gryphon Gold Corp
EXHIBIT 1.1 UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2005 • Gryphon Gold Corp • Gold and silver ores • British Columbia
ESCROW AGREEMENTEscrow Agreement • November 9th, 2005 • Gryphon Gold Corp • Gold and silver ores • Ontario
August, ______ 2005 Desjardins Securities Inc. Suite 2750, 145 King Street West Toronto, ON M5H 1J8 RE: LOCK-UP AGREEMENT Ladies and Gentlemen: This letter of agreement ("Lock-up Agreement") is being delivered to you in connection with the Investor...Lock-Up Agreement • October 6th, 2005 • Gryphon Gold Corp • Gold and silver ores
BY AND AMONGInvestor Rights Agreement • August 17th, 2005 • Gryphon Gold Corp • Arizona
COMPUTERSHARE LOGO] COMPUTERSHARE TRUST COMPANY, INC. WARRANT AGREEMENT Gryphon Gold Corporation, an Nevada corporation (the "COMPANY"), and Computershare Trust Company, Inc. ("COMPUTERSHARE"), 350 Indiana Street, Suite 800, Golden, CO, 80401, a...Warrant Agreement • October 6th, 2005 • Gryphon Gold Corp • Gold and silver ores • Colorado
RECITALSEscrow Agreement • August 17th, 2005 • Gryphon Gold Corp • Arizona
EXHIBIT 10.8 SERVICE AGREEMENT THIS AGREEMENT is dated for reference the 17th day of May, 2005 BETWEEN: GRYPHON GOLD CORPORATION, having an office at 300 - 905 West Pender St., Vancouver, British Columbia, V6C 1L6 (the "Company") AND: THE KOTTMEIER...Service Agreement • August 17th, 2005 • Gryphon Gold Corp
EXHIBIT 10.15 EXECUTIVE COMPENSATION AGREEMENT This Agreement is made as of 1 June, 2005 between Gryphon Gold Corporation, a Nevada corporation having an office at 1153 Bergen Parkway, Suite M290 Evergreen, Colorado USA 80439 (the "Company") and...Executive Compensation Agreement • August 17th, 2005 • Gryphon Gold Corp • Colorado
AGREEMENT BETWEEN GOLDEN PHOENIX MINERALS, INC. AND BOREALIS MINING COMPANYAgreement • August 17th, 2005 • Gryphon Gold Corp • Nevada
ANDWarrant Indenture • October 27th, 2005 • Gryphon Gold Corp • Gold and silver ores • Nevada
ASSIGNMENT OF BOREALIS MINING LEASEAssignment of Mining Lease • August 17th, 2005 • Gryphon Gold Corp • Nevada
PLEDGE AGREEMENTPledge Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
This PLEDGE AGREEMENT, dated as of March 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made and given by GRYPHON GOLD CORPORATION, a corporation organized and existing under the laws of the State of Nevada, as pledgor (together with any successors in such capacity, the “Pledgor”) in favor and for the benefit of WATERTON GLOBAL VALUE, L.P., by its Investment Manager, Altitude Management Limited (with its successors and assigns, the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
THIS SECURITY AGREEMENT (together with all amendments, restatements, modifications, supplements and revisions thereof in accordance with its terms, the “Agreement”) is made as of March 20, 2012 by Gryphon Gold Corporation, a corporation organized and existing under the laws of the State of Nevada (the “Debtor”) in favor and for the benefit of Waterton Global Value, L.P., by its Investment Manager, Altitude Management Ltd. (with its successors and assigns, the “Secured Party”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT January 30, 2013Limited Liability Company Agreement • February 6th, 2013 • Gryphon Gold Corp • Gold and silver ores • Nevada
This Amended and Restated Limited Liability Company Agreement of BOREALIS MINING COMPANY LLC, a Nevada limited liability company (the “Company”), dated and effective as of January 30, 2013 (the “Effective Date”), is entered into by and among:
BRIDGE LOAN AGREEMENT Among GRYPHON GOLD CORPORATION as the Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO as the Guarantors, WATERTON GLOBAL VALUE, L.P. as the Lender Dated as of March 20, 2012Bridge Loan Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Ontario
This BRIDGE LOAN AGREEMENT dated as of March 20, 2012 (the “Closing Date”) is by and among Gryphon Gold Corporation, a corporation organized and from time to time existing under the laws of the State of Nevada, as the borrower (the “Borrower”), each person that executes a Guarantee including the Original Guarantor, as guarantor (each a “Guarantor” and, collectively, the “Guarantors”), and WATERTON GLOBAL VALUE, L.P., a limited partnership existing under the laws of the British Virgin Islands, by its Investment Manager, Altitude Management Limited, a corporation existing under the laws of Gibraltar, as the lender (“Lender”).
TO: WATERTON GLOBAL VALUE, L.P. (the “Senior Creditor”) RE: Bridge Loan Agreement dated as of March 20, 2012 (the “Bridge Loan Agreement”), among Gryphon Gold Corporation (“Gryphon”), Borealis Mining Company and the Senior CreditorSubordination Agreement • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores
WHEREAS Computershare Trust Company of Canada (the “Subordinated Trustee”) is trustee to the holders (the “Holders”) of certain 10% Series B Subordinate Secured Notes issued by Gryphon and maturing on November 22, 2012 (the “Notes”), pursuant to a note indenture dated as of November 22, 2011 between Gryphon and the Subordinated Trustee (the “Note Indenture”);
EXHIBIT 10.9 OFFICE BUILDING LEASE CORUM UNION INVESTORS LLC, A COLORADO LIMITED LIABILITY COMPANYOffice Building Lease • August 17th, 2005 • Gryphon Gold Corp • Colorado
80,000,000 Shares of Common Stock Gryphon Gold Corporation Underwriting AgreementUnderwriting Agreement • May 19th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
The undersigned understands that Roth Capital Partners, LLC (the “U.S. Underwriter”), for itself and on behalf of Acumen Capital Finance Partners Limited (the “Canadian Underwriter”, and collectively with the U.S. Underwriter, the “Underwriters”), proposes to enter into an underwriting agreement (the “Agreement”) with Gryphon Gold Corporation, a Nevada corporation (the “Company”), providing for the public offering (the “Offering”) of shares (the “Shares”) of the common stock, par value $0.001 per share (“Common Stock”), of the Company pursuant to a Registration Statement on Form S-1 (File No. 333-172083), as amended, filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
AGENCY AGREEMENTAgency Agreement • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • British Columbia
Acumen Capital Finance Partners Limited (the "Lead Agent") and Roth Capital Partners, LLC (the "U.S. Agent") (the Lead Agent and the U.S. Agent together being, the "Agents" and individually the "Agent") understand that Gryphon Gold Corporation (the "Corporation") proposes to issue and sell, by way of private placement, 5,000 units of the Corporation ("Units") at a price of $1,000.00 Cdn per Unit for aggregate gross proceeds of $5,000,000 Cdn, subject to the terms and conditions as set out below (the "Offering"). Each Unit will be comprised of 2011 Series B 10% subordinated secured notes (a "Debenture"), each with a principal face value of $1,000 Cdn, and 750 warrants ("Warrants"), each Warrant entitling the holder thereof to acquire one Common Share (as hereinafter defined) of the Corporation (a "Warrant Share") at a price of $0.40 US for a period of 18 months from the Closing Date (as hereinafter defined). The Debentures and the Warrants comprising the Units offered hereby are collect
NOTE INDENTURE made as of November 22, 2011 Between GRYPHON GOLD CORPORATION as issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as trustee Relating to the issuance of Due November 22, 2012Note Indenture • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
ContractGold and Silver Supply Agreement • July 2nd, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
NOTE ON REDACTED MATERIAL: SECTIONS UNDER THE HEADINGS “DEFINITIONS”, “NOTICE OF PRODUCTION”, “REFINERY AND SHIPMENT”, “PRICE AND PURCHASE” AND “NOTICES” IN THIS AGREEMENT AND EXHIBIT A HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST (“REQUEST”) GRYPHON GOLD CORPORATION FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) CONCURRENTLY WITH THE FILING OF THE FORM 10-K TO WHICH THIS AGREEMENT IS AN EXHIBIT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC AS PART OF THE REQUEST. THE PLACE OF OMITTED PROVISIONS ARE INDICATED BELOW AS “*[REDACTED]”. SIX PAGES CONTAIN OMITTED PROVISIONS.
Gryphon Signs Option to Cap Borealis RoyaltyOption Agreement • August 22nd, 2008 • Gryphon Gold Corp • Gold and silver ores
August 22, 2008, Vancouver, B.C. - Gryphon Gold Corporation (GGN:TSX / GYPH:OTC.BB) has entered into an agreement providing Gryphon Gold with an 18-month option to reduce and fix the Net Smelter Return (NSR) royalty on its Borealis property, which currently has two gold deposits under examination for economic viability.
AGREEMENT AND CONSENT TO ASSIGNMENT OF BOREALIS MINING LEASEAgreement and Consent to Assignment • August 17th, 2005 • Gryphon Gold Corp • Nevada
SUPPLEMENTAL NOTE INDENTURE GRYPHON GOLD CORPORATION - and – COMPUTERSHARE TRUST COMPANY OF CANADASupplemental Note Indenture • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • New York
Amendment No. 4 to Option AgreementOption Agreement • June 16th, 2010 • Gryphon Gold Corp • Gold and silver ores
This Agreement is (i) Amendment No. 4 dated the 15th day of June, 2010 to the Option Agreement (the "Option Agreement") entered into as of the 5th day of March, 2010 between Sage Gold Inc. ("Sage"), Borealis Mining Company ("BMC") and Gryphon Gold Corporation ("Gryphon"), as amended.
Exhibit 1.2 November o, 2005 MANAGER Desjardins Securities Inc. #2750 - 145 King Street West Toronto, Ontario M5H 1J8 and THE DEALERS SET FORTH IN SCHEDULE "A" Dear Sirs: RE: SELLING AGREEMENT This Selling Group Agreement (the "Selling Agreement") is...Selling Agreement • November 9th, 2005 • Gryphon Gold Corp • Gold and silver ores
DEBENTURE AND WARRANT PURCHASE AGREEMENT Dated as of July 27, 2011 by and among GRYPHON GOLD CORPORATION 611 N. Nevada Street, Carson City, NV, 89703 and THE PURCHASERS LISTED ON EXHIBIT ADebenture and Warrant Purchase Agreement • August 1st, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
The Purchaser understands and agrees that the Securities have not been and will not be registered under the U.S. Securities Act, or applicable securities laws of any state of the United States, and the Units are being offered and sold to the Purchaser in reliance upon exemptions available under Rule 506 of Regulation D under the U.S. Securities Act and/or Section 4(2) of the U.S. Securities Act.
GUARANTEEGuarantee • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada
This GUARANTEE (as amended, modified, supplemented, extended or restated, the “Guarantee”), dated as of March 20, 2012, is made by Borealis Mining Company, a company organized and existing under the laws of Nevada (the “Guarantor”) in favor and for the benefit of WATERTON GLOBAL VALUE, L.P. (the “Beneficiary”).
OPTION AGREEMENT made between: SAGE GOLD INC. and GRYPHON GOLD CORPORATION and BOREALIS MINING COMPANY Dated as at March 5, 2010Option Agreement • March 8th, 2010 • Gryphon Gold Corp • Gold and silver ores • Ontario
SAGE GOLD INC., a company existing under the laws of Ontario, having its head office at 365 Bay Street, Suite 500, Toronto, Ontario M5H 2V1 (“Sage”)
GRYPHON GOLD CORPORATION as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and WATERTON GLOBAL VALUE, L.P., BY ITS INVESTMENT MANAGER, ALTITUDE MANAGEMENT LTD. as LenderLoan Agreement • July 2nd, 2012 • Gryphon Gold Corp • Gold and silver ores • Ontario
This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated April 18, 2012 (the “Effective Date”) and entered into by and between Gryphon Gold Corporation, a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), Borealis Mining Company, a corporation incorporated pursuant to the laws of the State of Nevada (the “Original Guarantor”), each person that executes a Guarantee from time to time, and Waterton Global Value, L.P., a limited partnership formed under the laws of the British Virgin Islands, by its Investment Manager, Altitude Management Limited, a corporation formed under the laws of Gibraltar, as the lender (the “Lender”).
CONTRIBUTION AGREEMENT dated as of January 30, 2013 among GRYPHON GOLD CORPORATION BOREALIS MINING COMPANY LLC WATERTON GLOBAL VALUE, L.P. and BOREALIS HOLDINGS LLCContribution Agreement • February 6th, 2013 • Gryphon Gold Corp • Gold and silver ores • Colorado
This CONTRIBUTION AGREEMENT, dated as of January 30, 2013 (this “Agreement”), is by and among Gryphon Gold Corporation, a corporation organized and existing under the laws of Nevada (“Gryphon” or “Seller”), Borealis Mining Company LLC, a limited liability company organized and existing under the laws of Nevada (the “Company”), Waterton Global Value, L.P., by its Investment Manager, Altitude Management Limited (“Waterton”) and Borealis Holdings LLC, an Affiliate of Waterton (“Holdings”, with Waterton and Holdings, collectively, together with their successors and assigns, being collectively referred to as the “Purchaser”). The Seller, the Company, Waterton and Holdings are each referred to individually as a “Party” and collectively as the “Parties.”
September 18, 2008 VIA e-mail only Mr. Tony Ker 607 Kenwood Road West Vancouver, BC V7S 1S7 Termination Notice of Financial Services Agreement dated September 1, 2008 between Gryphon Gold Corporation and Mr. Tony Ker ("Services Agreement") Dear Tony,Financial Services Agreement • June 26th, 2009 • Gryphon Gold Corp • Gold and silver ores
This letter is to inform you that Gryphon Gold Corporate has elected to terminate the Services Agreement with you. Under paragraph 4 of the Services Agreement, Gryphon Gold is providing 10 days written notice of termination. Therefore, the Services Agreement will terminate effective September 28, 2008.
SUBORDINATION AGREEMENTSubordination Agreement • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 22, 2011, is made and entered between Gryphon Gold Corporation, a Nevada corporation (“Debtor”) and Computershare Trust Company of Canada (“Trustee”), in its capacity as trustee to the holders (collectively, the “Subordinate Note Holders”) of 2011 Series B 10% Subordinate Secured Notes, due November 22, 2012, in the aggregate principal amount of CAD$4,479,000 (the “Subordinate Notes”) issued by Debtor pursuant to the terms of a certain Note and Warrant Purchase Agreement, dated November 22, 2011 by and among Debtor and the Subordinate Note Holders (the “Purchase Agreement”) and the Note Indenture dated November 22, 2011 by and among Debtor and Trustee, in its capacity as trustee to the holders of the Subordinate Notes (the “November Indenture”).
