Common Contracts

80,000,000 Shares of Common Stock Gryphon Gold Corporation Underwriting Agreement

Underwriting Agreement • May 19th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York

• Contract Type
  Underwriting Agreement
• Filed
  May 19th, 2011
• Company
  Gryphon Gold Corp
• Industry
  Gold and silver ores
• Jurisdiction
  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”).

•] Shares of Common Stock Gryphon Gold Corporation Underwriting Agreement

Underwriting Agreement • April 28th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York

• Contract Type
  Underwriting Agreement
• Filed
  April 28th, 2011
• Company
  Gryphon Gold Corp
• Industry
  Gold and silver ores
• Jurisdiction
  New York

Roth Capital Partners, LLC, for itself and on behalf of the Canadian Underwriter 24 Corporate Plaza Drive Newport Beach, California 92660-7968