Specimen Common Stock Certificate



 


EXHIBIT 4.1



	


                                                                     EXHIBIT 4.1

C1234567890                                    (BAR CODE)                 104598

                     INCORPORATED UNDER THE LAWS OF NEVADA


 NUMBER                                                         SHARES
                               (CRYPHON GOLD LOGO)   * * * * 0 * * * * * * * * *
ZQ 123456                                            * * * * * 0 * * * * * * * *
                                                     * * * * * * 0 * * * * * * *
                                                     * * * * * * * 0 * * * * * *
                                                     * * * * * * * * 0 * * * * *

THIS CERTIFIES THAT                                           CUSIP 40052G 10 7

                                    SPECIMEN                  ISIN US 40052G1076
                                                                SEE REVERSE FOR
                                                             CERTAIN DEFINITIONS

is the registered holder of

                                * * * ZERO * * *


 FULLY PAID AND NON-ASSESSABLE COMMON SHARES $0.001 PAR VALUE IN THE CAPITAL OF

                            GRYPHON GOLD CORPORATION

transferable on the books of the Corporation only upon surrender of this
certificate properly endorsed. This certificate is not valid unless
countersigned by the Transfer Agent and Registrar of the Corporation.

IN WITNESS WHEREOF the Corporation has caused this certificate to be signed on
its behalf by the facsimile signatures of its duly authorized officers.


Dated: [date]     COUNTERSIGNED AND REGISTERED                 COUNTERSIGNED AND REGISTERED
                  COMPUTERSHARE TRUST COMPANY INC.             COMPUTERSHARE INVESTOR SERVICES INC.
                  TRANSFER AGENTAND REGISTRAR                  TRANSFER AGENTAND REGISTRAR
                  (DENVER)                                     (TORONTO)
   (VOID STAMP)
   /s/ illegible
   Secretary

               By                                           By
                  --------------------------------             ----------------------------------
                         Authorized Officer                             Authorized Officer

   /s/ illegible
   Chairman of the Board


  The shares represented by this certificate are transferable at the offices of
               Computershare Trust Company Inc. in Denver, CO and
              Computershare Investor Services Inc. in Toronto, ON.


SECURITY INSTRUCTIONS ON REVERSE     VOIR LES INSTRUCTIONS DE SECURITTE AU VERSO

                                                                      (BAR CODE)




















 









	

The shares represented by this certificate have rights, privileges, restrictions
and conditions attached thereto and the Corporation will furnish to a
shareholder, on demand and without charge, a full copy of the text of: (a) the
rights, privileges, restrictions and conditions attached to each class
authorized to be issued and to each series in so far as the same have been fixed
by the directors; and (b) the authority of the directors to fix the rights,
privileges, restrictions and conditions of subsequent series.

The following abbreviations shall be construed as though the words set forth
below opposite each abbreviation were written out in full where such
abbreviation appears:

TEN COM                      - as tenants in common
TEN ENT                      - as tenants by the entireties
JT TEN                       - as joint tenants with rights of survivorship
                               and not as tenants in common
(Name) CUST (Name) UNIF      - (Name) as Custodian for (Name) under the
GIFT MIN ACT (State)           (State) Uniform Gifts to Minors Act

Additional abbreviations may also be used though not in the above list.


*   Please insert Social Insurance,
    Tax Identification, or other
    identifying number of transferee.         ________________________

For value received the undersigned hereby sells, assigns and transfers unto

________________________________________________________________________________
Insert name and address of transferee

________________________________________________________________________________

__________________________________________________________________________shares

________________________________________________________________________________
represented by this certificate and does hereby irrevocably constitute and
appoint

____________________________________________________________________the attorney
of the undersigned to transfer the said shares on the books of the Corporation
with full power of substitution in the premises.


DATED:  _________________   ________________________   _______________________
                            Signature of Shareholder   Signature of Guarantor


SIGNATURE GUARANTEE:
The signature on this assignment must correspond with the name as written upon
the face of the certificate(s), in every particular, without alteration or
enlargement, or any change whatsoever and must be guaranteed by a major Canadian
Schedule I chartered bank, a major trust company in Canada or a member of an
acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). The
Guarantor must affix a stamp bearing the actual words "Signature Guaranteed".

In the USA, signature guarantees must be done by members of a "Medallion
Signature Guarantee Program" only.

Signature guarantees are not accepted from Treasury Branches, Credit Unions or
Caisses Populaires unless they are members of the Stamp Medallion Program.

COMPUTERSHARE'S PRIVACY NOTICE:
In the course of providing services to you and our corporate clients,
Computershare receives non-public personal information about you - your name,
address, social insurance number, securities holdings, transactions, etc. We use
this to administer your account, to better serve your and our clients' needs and
for other lawful purposes. We have prepared a Privacy Code to tell you more
about our information practices and how your privacy is protected. It is
available at our website, computershare.com, or by writing us at 100 University
Avenue, Toronto, Ontario, M5J 2Y1. *You are required to provide your SIN if you
will receive income on these securities. We will use this number for income
reporting. Computershare may also ask for your SIN as an identification-security
measure if you call or write to request service on your account; however you may
decline this usage.



SECURITY INSTRUCTIONS - INSTRUCTIONS DE SECURITE

THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT
NOTING WATERMARK.  HOLD TO LIGHT TO VERIFY WATERMARK.     [IMAGE OF FRANCE]

PAPIER FILIGRANE. NE PAS ACCEPTER SANS VERIFIER
LA PRESENCE DU FILIGRANE.  POUR CE FAIRE. PLACER
A LA LUMIERE.