AGENCY AGREEMENTAgency Agreement • August 1st, 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, 3,000 units of the Corporation ("Units") at a price of $1,000.00 Cdn per Unit for aggregate gross proceeds of $3,000,000 Cdn, subject to the terms and conditions as set out below (the "Offering"). Each Unit will be comprised of 10% subordinated secured notes (a "Debenture"), each with a principal face value of $1,000 Cdn, and 1,500 warrants ("Warrants") to acquire one Common Share (as hereinafter defined) of the Corporation (a "Warrant Share") at a price of $0.20 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 collectively referred to as the "Offered Securities".
NOTE INDENTURE made as of July 27, 2011 Between GRYPHON GOLD CORPORATION as issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as trustee Relating to the issuance of 10% Subordinate Secured Notes Due July 28, 2012Note Indenture • August 1st, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
Page SECTION 5 REDEMPTION AND PURCHASE OF SUBORDINATE SECURED NOTES 25 5.1 General 25 5.2 Redemption on Change of Control 25 5.3 Purchase of Subordinate Secured Notes 26 5.4 Cancellation of Subordinate Secured Notes 26 SECTION 6 QUALIFYING CHANGE OF CONTROL PURCHASES 26 6.1 Qualifying Change of Control Purchase 26 6.2 Qualifying Change of Control Notice 26 6.3 Purchase Notice 27 6.4 Procedures for Exercising Qualifying Change of Control Purchase 28 6.5 Consummation of Purchase 28 6.6 Withdrawal of Purchase Notice 28 6.7 Notification by Trustee 29 6.8 Deposit of Qualifying Change of Control Purchase Price 29 6.9 Subordinate Secured Notes Purchased 29 6.10 Covenant to Comply with Securities Laws 29 SECTION 7 WITHHOLDING TAXES 30 SECTION 8 COVENANTS OF THE CORPORATION 30 8.1 Positive Covenants in respect of the Corporation and Borealis Mining Company 30 8.2 Restrictive Covenants in respect of the Corporation and Borealis Mining Company 31 8.3 Maintenance of Offices or Agencies 33 8.4 Mone
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.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 1st, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 27, 2011 (the “Effective Date”), is by and among Gryphon Gold Corporation, a Nevada corporation (“Debtor”), and Computershare Trust Company of Canada (“Trustee”), as trustee to the holders (collectively, “Holders”) of 10% Subordinate Secured Notes, due July 28, 2012, issued by the Debtor.
