Gryphon Gold Corporation
TSX : GGN
OTC Bulletin Board : GYPH

Gryphon Gold Corporation

February 07, 2011 08:30 ET

Gryphon Gold Announces Filing of Registration Statement and Preliminary Short Form Prospectus

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 7, 2011) - Gryphon Gold Corporation (TSX:GGN)(OTCBB:GYPH) today announced that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission in the United States and has been submitted for filing a preliminary short form prospectus with securities regulatory authorities in each of the Provinces of British Columbia, Alberta, Saskatchewan and Ontario, Canada in relation to a proposed $10,000,000 public offering of its common stock in both the United States and Canada. Roth Capital Partners, LLC, will act as sole book-running manager for the offering in the United States, with Acumen Capital Finance Partners Limited acting as sole Canadian agent in Canada. The number of shares to be sold in the proposed offering and the offering price have not yet been determined.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A receipt for a preliminary short form prospectus has not yet been issued by any Canadian securities regulatory and no solicitation of any expression of interest or other communication in respect of any securities of the Company may be made in Canada until such receipt has been issued and no offer to sell any such securities may be made in Canada until a final prospectus qualifying the distribution of securities has been filed in accordance with Canadian securities laws.

The offering will be made in Canada only by means of a prospectus. A written preliminary prospectus related to the offering may be obtained, when available, as follows:

In the United States please contact:

Roth Capital Partners, 24 Corporate Plaza Dr., Newport Beach, California 92660, Attention: John Dalfonsi, phone: (949) 720-5700 or email: jdalfonsi@roth.com.

In Canada please contact:

Acumen Capital Finance Partners Limited, Suite 700, 404 6th Avenue SW, Calgary, Alberta, Canada T2P 0R9, Attention Kelly Hughes, VP, Investment Banking, phone: (403) 571-5036 or email: khughes@accumencapital.com.

ABOUT GRYPHON GOLD

Gryphon Gold is a Nevada-focused gold exploration company. Gryphon Gold's principal property is its Borealis gold project located in the Walker Lane gold belt of western Nevada.

This press release contains "forward-looking statements" and "forward-looking information" within the meaning of Canadian and United States securities laws, which may include, but is not limited to the anticipated offering of shares of the company's common stock and other statements related to plans, estimates, timing and objectives. Such forward-looking statements and forward-looking information reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, risks that: the registration statement will not become effective, the preliminary short form prospectus will not become final, the proposed financing will not occur and regulatory approval of any financing may not be granted, and the risks and uncertainties outlined under the section headings "Forward-Looking Statements" and "Risks Factors" in Gryphon's annual report on Form 10-K, as filed with the SEC on June 28, 2010, under the section heading "Risk Factors" and in Gryphon's most recent financial statements, reports and registration statements filed with the SEC (available at www.sec.gov) and with Canadian securities administrators (available at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We do not undertake to update forward-looking statements or forward-looking information, except as may be required by law.

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