SECURITIES AND EXCHANGE COMMISSION
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 1,
GRYPHON GOLD CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of
||(Commission File Number)
||(I.R.S. Employer |
||Identification No.) |
|611 N Nevada Street, Carson City, NV, 89703
|(Address of principal executive offices) (Zip
|(Registrants telephone number, including area
(Former name or former address, if changed since
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 Companys 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.
Cryans departure as soon as possible.
Effective January 1, 2013, Gryphon Gold Corporation (the
Registrant) changed the compensation of James T. ONeil Jr., Chief Executive
Officer and Interim Chief Financial Officer.
The Registrant has agreed to increase Mr. ONeils 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. ONeil 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. ONeil had a
direct or indirect interest. To the Registrants knowledge, there is no
arrangement or understanding between any of its directors, officers and Mr.
ONeil 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.
* The Exhibit relating to Item 7.01 is intended to
be furnished to, not filed with, the SEC pursuant to Regulation FD.
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. |
|Dated: January 7, 2013
/s/ James ONeil |
||James ONeil |
||Chief Executive Officer and Interim Chief
Financial Officer |