Exhibit 10.20
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COMPUTERSHARE TRUST COMPANY, INC.
WARRANT AGREEMENT
Gryphon Gold Corporation, an Nevada corporation (the "COMPANY"), and
Computershare Trust Company, Inc. ("COMPUTERSHARE"), 350 Indiana Street, Suite
800, Golden, CO, 80401, a Colorado limited purpose trust company ("WARRANT
AGENT"), agree as follows:
1. Warrants. Each Warrant will entitle the registered holder of a
Warrant ("WARRANT HOLDER") to purchase from the Company one
share of Company common stock, (See Schedule A attached) par
value (each a "SHARE") at (See Schedule A attached)per Share
("EXERCISE PRICE"). A Warrant Holder may exercise all or any
number of Warrants resulting in the purchase of a whole number
of Shares.
2. Exercise Period. The Warrant may be exercised at any time
during the period commencing (See Schedule A attached) and
ending at (See Schedule A attached) on ("EXPIRATION DATE")
except as changed by Section 10 of this Agreement. After the
Expiration Date, any unexercised Warrants will be void and all
rights of Warrant Holders shall cease.
3. Certificates. The Warrant certificates (the "WARRANT
CERTIFICATE") shall be in registered form only and shall be
substantially in the form set forth in Exhibit A attached to
this Agreement. Warrant Certificates shall be signed by, or
shall bear the facsimile signature of, the President or a Vice
President of the Company and the Secretary or an Assistant
Secretary of the Company and shall bear a facsimile of the
Company's corporate seal. If any person, whose facsimile
signature has been placed upon any Warrant Certificate or the
signature of an officer of the Company, shall have ceased to
be such officer before such Warrant Certificate is
countersigned, issued an delivered, such Warrant Certificate
shall be countersigned, issued and delivered with the same
effect as if such person had not ceased to be such officer.
Any Warrant Certificate may be signed by, or made to bear the
facsimile signature of, any person who at the actual date of
the preparation of such Warrant Certificate shall be a proper
officer of the Company to sign such Warrant Certificate even
though such person was not such an officer upon the date of
the Agreement.
4. Countersigning. Warrant Certificates shall be manually
countersigned by the Warrant Agent and shall not be valid for
any purpose unless so countersigned. The Warrant Agent hereby
is authorized to countersign and deliver to, or in accordance
with the instructions of, any Warrant Holder any Warrant
Certificate, which is properly issued.
5. Registration of Transfer and Exchanges. The Warrant Agent
shall from time to time register the transfer of any
outstanding Warrant Certificate upon records maintained by the
Warrant Agent for such purpose upon surrender of such Warrant
Certificate to the Warrant Agent for transfer, accompanied by
appropriate instruments of transfer in form satisfactory to
the Company and the Warrant Agent and duly executed by the
Warrant Holder or a duly authorized attorney. Upon any such
registration of transfer, a new Warrant Certificate shall be
issued in the name of and to the transferee and the
surrendered Warrant Certificate shall be cancelled.
6. Exercise of Warrants.
(a) Any one Warrant or any multiple of one Warrant
evidenced by any Warrant Certificate may be exercised
upon any single occasion on or after the exercise
date, and on or before the Expiration Date. A Warrant
shall be exercised by the Warrant Holder by
surrendering to the Warrant Agent the Warrant
Certificate evidencing such Warrant with
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the exercise form on the reverse of such Warrant
Certificate duly completed and executed and
delivering to the Warrant Agent, by good check or
bank draft payable to the order of the Company, the
Exercise Price for each Share to be purchased.
(b) Upon receipt of a Warrant Certificate with the
exercise form thereon duly executed together with
payment in full of the Exercise Price for the Shares
for which Warrants are then being exercised, the
Warrant Agent shall requisition from any transfer
agent for the Shares, and upon receipt shall make
delivery of, certificates evidencing the total number
of whole Shares for which Warrants are then being
exercised in such names and denominations as are
required for delivery to, or in accordance with the
instructions of, the Warrant Holder. Such
certificates for the Shares shall be deemed to be
issued, and the person whom such Shares are issued of
record shall be deemed to have become a holder of
record of such Shares, as of the date of the
surrender of such Warrant Certificate and payment of
the Exercise Price, whichever shall last occur,
provided that if the transfer books of the Company
with respect to the Shares, shall be closed. The
certificates for the Warrant Shares shall be issued
as of the date on which such books shall next be
open, and the person to whom such Shares are issued
of record shall be deemed to have become a record
holder of such Shares as of the date on which such
books shall next be open (whether before, on or after
the Expiration Date) and until such date the Warrant
Agent shall be under no duty to deliver any
certificate for such warrant Shares.
(c) If less than all the Warrants evidenced by a Warrant
Certificate are exercised upon a single occasion, a
new Warrant Certificate for the balance of the
Warrants not so exercised shall be issued and
delivered to, or in accordance with, transfer
instructions properly given by the Warrant Holder
until the Expiration Date.
(d) All Warrant Certificates surrendered upon exercise of
the Warrants shall be cancelled.
(e) Upon the exercise, or conversion of any Warrant, the
Warrant Agent shall promptly deposit the payment into
an escrow account established by mutual agreement of
the Company and the Warrant Agent at a federally
insured commercial bank. All funds deposited in the
escrow account will be disbursed on a weekly basis to
the Company once they have been determined by the
Warrant Agent to be collected funds. Once the funds
are determined to be collected, the Warrant Agent
shall cause the share certificate(s) representing the
exercised Warrants to be issued.
(f) Expenses incurred by Computershare Trust Company,
Inc., acting in the capacity as Warrant Agent will be
paid by the Company. These expenses, including
delivery of exercised share certificate to the
shareholder, will be deducted from the exercise fee
submitted prior to the distribution of funds to the
Company. A detailed accounting statement relating to
the number of shares exercised, names and registered
Warrant Holder(s) and the net amount of exercised
funds remitted will be given to the Company with the
payment of each exercise amount.
7. Taxes. The Company will pay all taxes attributable to the
initial issuance of Shares upon exercise of Warrants. The
Company shall not, however, be required to pay any tax which
may be payable in respect to any transfer involved in any
issue of Warrant Certificates or in the issue of any
certificates of Shares in the name other than that of the
Warrant Holder upon the exercise of any Warrant.
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8. Mutilated or Missing Warrant Certificates. On receipt by the
Company and the Warrant Agent of evidence satisfactory as to
the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate, the Company shall
execute and the Warrant Agent shall countersign and deliver in
lieu thereof, a new Warrant Certificate representing an equal
aggregate number of Warrants. In the case of loss, theft or
destruction of any Warrant Certificate, the Registered Owner
requesting issuance of a new Warrant Certificate shall be
required to secure an indemnity bond from an approved surety
bonding company. In the event a Warrant Certificate is
mutilated, such Certificate shall be surrendered and canceled
by the Warrant Agent prior to delivery of a new Warrant
Certificate. Applicants for a substitute Warrant Certificate
shall also comply with such other regulations and pay such
other reasonable charges as the Warrant Agent may prescribe.
9. Reservation of Shares. For the purpose of enabling the Company
to satisfy all obligations to issue Shares upon exercise of
Warrants, the Company will at all times reserve and keep
available free from preemptive rights, out of the aggregate of
its authorized but unissued shares, the full number of Shares
which may be issued upon the exercise of the Warrants will
upon issue be fully paid and nonassessable by the Company and
free from all taxes, liens, charges and security interests
with respect to the issue thereof.
10. Governmental Restrictions. If any Shares issuable upon the
exercise of Warrants require registration or approval of any
governmental authority, the Company will endeavor to secure
such registration or approval; provided that in no event shall
such Shares be issued, and the Company shall have the
authority to suspend the exercise of all Warrants, until such
registration or approval shall have been obtained; but all
Warrants, the exercise of which is requested during any such
suspension, shall be exercisable at the Exercise Price. If any
such period of suspension continues past the Expiration Date,
all Warrants, the exercise of which have been requested on or
prior to the Expiration Date, shall be exercisable upon the
removal of such suspension until the close of business on the
business day immediately following the expiration of such
suspension.
11. Adjustments. If prior to the exercise of any Warrants, the
Company shall have effected one or more stock split-ups, stock
dividends or other increases or reductions of the number of
shares of its US$0.001 par value common stock outstanding
without receiving compensation therefore in money, services or
property, the number of shares of common stock subject to the
Warrant granted shall (i) if a net increase shall have been
effected in the number of outstanding shares of the Company's
common stock, be proportionately increased, and the cash
consideration payable per share shall be proportionately
reduced, and, (ii) if a net reduction shall have been effected
in the number of outstanding shares of the Company's common
stock, be proportionately reduced and the cash consideration
payable per share be proportionately increased.
12. Notice to Warrant Holders. Upon any adjustment as described in
Section 11, the Company within 20 days thereafter shall (i)
cause to be filed with the Warrant Agent a certificate signed
by a Company officer setting forth the details of such
adjustment, the method of calculation and the facts upon which
such calculation is based, which certificate shall be
conclusive evidence of the correctness of the matters set
forth therein, (ii) cause written notice of such adjustments
to be given to each Warrant Holder as of the record date
applicable to such adjustment. Also, if the Company proposes
to enter into any reorganization, reclassification, sale of
substantially all of its assets, consolidation, merger,
dissolution, liquidation or winding up, the Company shall give
notice of such fact at least 20 days prior to such action to
all Warrant Holders which notice shall set forth such facts as
indicate the effect of such action (to the extent such effect
may be known at the date
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of such notice) on the Exercise Price and the kind and amount
of the shares or other securities and property deliverable
upon exercise of the Warrants. Without limiting the obligation
of the Company hereunder to provide notice to each Warrant
Holder, failure of the Company to give notice shall not
invalidate any corporate action taken by the Company.
13. No Fractional Warrants or Shares. The Company shall not be
required to issue fractions of Warrants upon the reissue of
Warrants, any adjustments as described in Section 11 or
otherwise; but the Company in lieu of issuing any such
fractional interest, shall round up or down to the nearest
full Warrant. If the total Warrants surrendered by exercise
would result in the issuance of a fractional share, the
Company shall not be required to issue a fractional share but
rather the aggregate number of shares issuable will be rounded
up or down to the nearest full share.
14. Rights of Warrant Holders. No Warrant Holder, as such, shall
have any rights of a shareholder of the Company, either at law
or equity, and the rights of the Warrant Holders, as such, are
limited to those rights expressly provided in this Agreement
or in the Warrant Certificates. The Company and the Warrant
Agent may treat the registered Warrant Holder in respect of
any Warrant Certificates as the absolute owner thereof for all
purposes notwithstanding any notice to the contrary.
15. Warrant Agent. The Company hereby appoints the Warrant Agent
to act as the agent of the Company and the Warrant Agent
hereby accepts such appointment upon the following terms and
conditions by all of which the Company and every Warrant
Holder, by acceptance of his Warrants, shall be bound:
(a) Statements contained in this Agreement and in the
Warrant Certificates shall be taken as statements of
the Company. The Warrant Agent assumes no
responsibility for the correctness of any of the same
except such as describes the Warrant Agent or for
action taken or to be taken by the Warrant Agent.
(b) The Warrant Agent shall not be responsible for any
failure of the Company to comply with any of the
Company's covenants contained in this Agreement or in
the Warrant Certificates.
(c) The Warrant Agent may consult at any time with
counsel satisfactory to it (who may be counsel for
the Company) and the Warrant Agent shall incur no
liability or responsibility to the Company or to any
Warrant Holder in respect of any action taken,
suffered or omitted by it hereunder in good faith and
in accordance with the opinion or the advice of such
counsel, provided the Warrant Agent shall have
exercised reasonable care in the selection and
continued employment of such counsel.
(d) The Warrant Agent shall incur no liability or
responsibility to the Company or to any Warrant
Holder for any action taken in reliance upon any
notice, resolution, waiver, consent, order,
certificate or other paper, document or instrument
believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent
reasonable compensation for all services rendered by
the Warrant Agent in the execution of this Agreement,
to reimburse the Warrant Agent for all expenses,
taxes and governmental charges and all other charges
of any kind or nature incurred by the Warrant Agent
in the execution of this Agreement and to indemnify
the Warrant Agent and save it harmless against any
and all
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liabilities, including judgments, costs and counsel
fees, for this Agreement except as a result of the
Warrant Agent's negligence or bad faith.
(f) The Warrant Agent shall be under no obligation to
institute any action, suit or legal proceeding or to
take any other action likely to involve expense
unless the Company or one or more Warrant Holders
shall furnish the Warrant Agent with reasonable
security and indemnity for any costs and expenses
which may be incurred in connection with such action,
suit or legal proceeding, but this provision shall
not affect the power of the Warrant Agent to take
such action as the Warrant Agent may consider proper,
whether with or without any such security or
indemnity. All rights of action under this Agreement
or under any of the Warrants may be enforced by the
Warrant Agent without the possession of any of the
Warrant Certificates or the production thereof at any
trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the
Warrant Agent shall be brought in its name as Warrant
Agent, and any recovery of judgment shall be for the
ratable benefit of the Warrant Holders as their
respective rights or interest may appear.
(g) The Warrant Agent and any shareholder, director,
officer or employee of the Warrant Agent may buy,
sell or deal in any of the Warrants or other
securities of the Company or become pecuniary
interested in any transaction in which the Company
may be interested, or contract with or lend money to
the Company or otherwise act as fully and freely as
though it were not Warrant Agent under this
Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the
Company or for any other legal entity.
16. Successor Warrant Agent. Any corporation into which the
Warrant Agent may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall
be a party, or any corporation succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to
the Warrant Agent hereunder without the execution or filing of
any paper or any further act of a party or the parties hereto.
In any such event or if the name of the Warrant Agent is
changed, the Warrant Agent or such successor may adopt the
countersignature of the original Warrant Agent and may
countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor
Warrant Agent.
17. Change of Warrant Agent. The Warrant Agent may resign or be
discharged by the Company from its duties under this Agreement
by the Warrant Agent or the Company, as the case may be,
giving notice in writing to the other, and by giving a date
when such resignation or discharge shall take effect, which
notice shall be sent at least 60 days prior to the date so
specified. If the Warrant Agent shall resign, be discharged or
shall otherwise become incapable of acting, the Company shall
appoint a successor to the Warrant Agent. If the Company shall
fail to make such appointment within a period of 60 days after
it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Warrant Agent or
by any Warrant Holder or after discharging the Warrant Agent,
then any Warrant Holder may apply to a Court of competent
jurisdiction, for the appointment of a successor to the
Warrant Agent. Pending appointment of a successor to the
Warrant Agent, either by the Company or such Court, the
Company shall carry out the duties of the Warrant Agent. After
appointment, the successor Warrant Agent shall be vested with
the same powers, rights, duties and responsibilities as if it
had been originally named as Warrant Agent without further act
or deed and the former Warrant Agent shall deliver and
transfer to the successor Warrant Agent any property at the
time held by it thereunder, and
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execute and deliver any further assurance, conveyance, act or
deed necessary for effecting the delivery or transfer. Failure
to give any notice provided for in the section, however, or
any defect therein, shall not affect the legality or validity
of the resignation or removal of the Warrant or the
appointment of the successor Warrant Agent, as the case may
be.
18. Notices. Any notice or demand authorized by this Agreement to
be given or made by the Warrant Agent or by any Warrant Holder
to or on the Company shall be sufficiently given or made if
sent by mail, first class, certified or registered, postage
prepaid, addressed (until another address is filed in writing
by the Company with the Warrant Agent), as follows:
Any notice or demand authorized by this Agreement to be given
or made by any Warrant Holder or by the Company to or on the
Warrant Agent shall be sufficiently given or made if sent by
mail, first class, certified or registered, postage prepaid,
addressed (until another address is filed in writing by the
Warrant Agent with the Company), as follows:
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
Any distribution, notice or demand required or authorized by
this Agreement to be given or made by the Company or the
Warrant Agent to or on the Warrant Holders shall be
sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed to the
Warrant Holders at their last known addresses as they shall
appear on the registration books for the Warrant Certificates
maintained by the Warrant Agent.
19. Supplements and Amendments. The Company and the Warrant Agent
may from time to time supplement or amend this Agreement
without the approval of any Warrant Holders in order to cure
any ambiguity or to correct or supplement any provisions
herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and the
Warrant Agent may deem necessary or desirable.
20. Successors. All the covenants and provisions of this Agreement
by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective
successors and assigns hereunder.
21. Termination. This Agreement shall terminate at the close of
business on the Expiration Date or such earlier date upon
which all Warrants have been exercised; provided, however,
that if exercise of the Warrants is suspended pursuant to
Section 10 and such suspension continues past the Expiration
Date, this Agreement shall terminate at the close of business
on the business day immediately following the expiration of
such suspension. The provisions of Section 15 shall survive
such termination.
22. Governing Law. This Agreement and each Warrant Certificate
issued hereunder shall be deemed to be a contract made under
the laws of the State of Colorado and for all purposes shall
be construed in accordance with the laws of said State.
23. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give any person or corporation other than the
Company, the Warrant Agent and the Warrant Holders any legal
or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and
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exclusive benefit of the Company, the Warrant Agent and the
Warrant Holders.
24. Counterparts. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes
be deemed to be an original and all such counterparts shall
together constitute but one and the same instrument.
Date: 10 August 2005
Gryphon Gold Corporation
a Nevada corporation
By:
SEAL
Name: Tony Ker
ATTEST: Title: Executive VP, Treasurer, Director
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Secretary
Computershare Trust Company, Inc.
a Colorado corporation
By:
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Vice President
SEAL Computershare Trust Company, Inc.
a Colorado corporation
ATTEST:
By:
-----------------------------------
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Secretary
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SCHEDULE A
GRYPHON GOLD CORPORATION
WARRANT SCHEDULE
<Table>
<Caption>
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Warrants Price of Warrant Issue Date Expiry Date
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Shareholder Warrants 389,250 $US 0.90 26 January 2005 26 January 2007 or*
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705,039 $US 0.90 26 January 2005 26 January 2007 or*
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2,313,693 $US 0.90 1 April 2005 1 April 2007 or*
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650,000 $US 0.90 1 April 2005 1 April 2007 or*
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2,110,557 $US 0.90 25 April 2005 25 April 2005 or*
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254, 627 $US 0.90 22 June 2005 22 June 2005 or*
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Broker Warrants 141,008 $US 0.65 26 January 2005 26 January 2008
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130,000 $US 0.65 1 April 2005 1 April 2007
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</Table>
* All these warrants will expire on the date which is the earlier of (i) the
first business day which is 24 months following the Closing Date and (ii) the
first business day which is 9 months following the date on which the Common
Shares have been listed and posted for trading on the TSX Venture Exchange or
such other public stock exchange as may determined by the Corporation with the
consent of the Agents, acting reasonably.
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