AGENCY AGREEMENTAgency Agreement • November 29th, 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, 5,000 units of the Corporation ("Units") at a price of $1,000.00 Cdn per Unit for aggregate gross proceeds of $5,000,000 Cdn, subject to the terms and conditions as set out below (the "Offering"). Each Unit will be comprised of 2011 Series B 10% subordinated secured notes (a "Debenture"), each with a principal face value of $1,000 Cdn, and 750 warrants ("Warrants"), each Warrant entitling the holder thereof to acquire one Common Share (as hereinafter defined) of the Corporation (a "Warrant Share") at a price of $0.40 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 collect
NOTE INDENTURE made as of November 22, 2011 Between GRYPHON GOLD CORPORATION as issuer and COMPUTERSHARE TRUST COMPANY OF CANADA as trustee Relating to the issuance of Due November 22, 2012Note Indenture • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
SUBORDINATION AGREEMENTSubordination Agreement • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”), dated as of November 22, 2011, is made and entered between Gryphon Gold Corporation, a Nevada corporation (“Debtor”) and Computershare Trust Company of Canada (“Trustee”), in its capacity as trustee to the holders (collectively, the “Subordinate Note Holders”) of 2011 Series B 10% Subordinate Secured Notes, due November 22, 2012, in the aggregate principal amount of CAD$4,479,000 (the “Subordinate Notes”) issued by Debtor pursuant to the terms of a certain Note and Warrant Purchase Agreement, dated November 22, 2011 by and among Debtor and the Subordinate Note Holders (the “Purchase Agreement”) and the Note Indenture dated November 22, 2011 by and among Debtor and Trustee, in its capacity as trustee to the holders of the Subordinate Notes (the “November Indenture”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 29th, 2011 • Gryphon Gold Corp • Gold and silver ores • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of November 22, 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 2011 Series B 10% Subordinate Secured Notes, due November 22, 2012, issued by the Debtor.
2011 SERIES B NOTE AND WARRANT PURCHASE AGREEMENT Dated as of November 22, 2011 by and among GRYPHON GOLD CORPORATION 611 N. Nevada Street, Carson City, NV, 89703 and THE PURCHASERS LISTED ON EXHIBIT ANote and Warrant Purchase Agreement • November 29th, 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.
