OF RECOGNIZED
STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH
EFFECT.
UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST
NOT TRADE THE SECURITY BEFORE NOVEMBER 27, 2011.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES.
THIS WARRANT MAY NOT BE EXERCISED UNLESS THE WARRANT AND THE
UNDERLYING SHARES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE, AND THE HOLDER HAS DELIVERED AN OPINION OF COUNSEL OR
OTHER EVIDENCE OF EXEMPTION IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
CORPORATION TO SUCH EFFECT.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (VANCOUVER TIME) ON JANUARY 26, 2013.
[•] BROKER WARRANTS
TO PURCHASE SHARES OF COMMON STOCK
GRYPHON GOLD CORPORATION
incorporated in the State of Nevada
THIS IS TO CERTIFY THAT [•] (the "Holder"), has the right to purchase, upon and
subject to the terms and conditions hereinafter referred to, up to [•] fully
paid and non-assessable shares of common stock (the "Shares") in the capital of
Gryphon Gold Corporation (hereinafter called the "Company") on or before
5:00 p.m. (Vancouver time) on January 26, 2013 (the "Expiry Date") at a price
per Share (the "Exercise Price") of US$0.20, on the terms and conditions
attached hereto as Appendix "A" (the "Terms and Conditions").
1.
ONE (1) WHOLE BROKER WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE
SHARE.
THIS CERTIFICATE REPRESENTS [•] BROKER WARRANTS.
2.
These Warrants are issued subject to the Terms and Conditions, and the Warrant
Holder may exercise the right to purchase Shares only in accordance with those
Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder hereof or any other person to subscribe for or purchase any
Shares at any time subsequent to the Expiry Date, and from and after such time,
these Warrants and all rights hereunder will be void and of no value.
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this 26th
day of July, 2011.
GRYPHON GOLD CORPORATION
Per:
John L. Key, Chief Executive Officer
- 2 -
PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS DURING THE
CURRENCY OF APPLICABLE HOLD PERIODS:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR THE
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY
OR INDIRECTLY, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
U.S. SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR