EXHIBIT 10.18
Gryphon Gold Corporation
Public Offering of Units
August, ______ 2005
Desjardins Securities Inc.
Suite 2750, 000 Xxxx Xxxxxx Xxxx
Xxxxxxx, XX
X0X 0X0
RE: LOCK-UP AGREEMENT
Ladies and Gentlemen:
This letter of agreement ("Lock-up Agreement") is being delivered to
you in connection with the Investor Rights Agreement, as amended, and an agency
agreement (the "Agency Agreement") entered into between Gryphon Gold
Corporation, a corporation organized under the laws of the State of Nevada (the
"Company") and Desjardins Securities Inc. ("Desjardins") relating to an initial
public offering (the "Offering") of units in the capital of the Company
consisting of shares of common stock (the "Common Stock").
In consideration of the Offering and the consents required thereunder,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the undersigned agrees that during the period beginning from the
date hereof and continuing for eighteen (18) months following the completion of
the Offering (the "Lock-up Period"), the undersigned, unless otherwise advised
in writing by Desjardins, will not offer, sell, contract to sell, pledge or
otherwise dispose of or enter into any transaction which is designed to, or
might reasonably be expected to, result in a direct or indirect disposition of
Common Stock (collectively, the "Securities Transactions"), except as set forth
below:
(i) during each Quarter (as defined below) within the Lock-up
Period, the undersigned may conduct Securities Transactions on
up to the greater of 5,000 shares of Common Stock or 20% of
the amount of Common Stock held by the undersigned as
calculated from the Common Stock holdings of the undersigned
on the date the Lock-up Period commences; plus
ii) following the first Quarter, any shares of Common Stock that,
although eligible, were not subject to Securities Transactions
during the prior Quarter or successive Quarters will become
eligible to participate in Securities Transactions.
For the purposes of this Lock-up Agreement, "Quarter" means a
sequential three month period, with the first Quarter commencing on the date of
completion of the Offering and ending three months thereafter, and the
subsequent Quarters following thereafter.
This Lock-up Agreement shall terminate and be of no further force or
effect upon either the Company or Desjardins notifying the other in writing that
they are abandoning the Offering or if the Agency Agreement is terminated prior
to the Closing Date.
Yours very truly,
SIGNATURE OF SHAREHOLDER
Name and address of shareholder:
