UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

February 18, 2008

Date of Report (Date of earliest event reported)

GRYPHON GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

333-127635

92-0185596

(State or other jurisdiction of

(Commission File Number)

(IRS Employer Identification No.)

incorporation)

 

 

 

Suite 810 - 1130 West Pender Street

 

Vancouver, BC

V6E 4A4

(Address of principal executive offices)

(Zip Code)

(604) 261-2229

Registrant's telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

Gryphon Gold Corporation (the “Company”) issued information related to management’s assessment of the Company’s proposed merger acquisition with American Bonanza Gold Corp. A copy of the assessment is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Exhibits.

 

 

99.1 

Management’s Assessment

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

GRYPHON GOLD CORPORATION

 

 

 

 

 

 

 

 

 

DATE:  February 19, 2008

By:  

/s/ Anthony D. J. Ker
__________________________

 

 

Anthony D. J. Ker

 

 

Chief Executive Officer