RE: Warrants... SEC S-1 filing yesterday... 'General form for registration of securities under the Securities Act of 1933'... Seems Waterton and some other investors selling their 18M warrants? Am I interpretting this correctly?
https://www.sec.gov/cgi-bin/browse-edgar?company=Gryphon+Gold&CIK=&filenum=&State=&SIC=&owner=include&action=getcompany
Gryphon Gold Corporation
18,812,500 SHARES OF COMMON STOCK
This prospectus relates to the sale, transfer or distribution of up to 18,812,500 shares of common stock, par value
.001 per share, of Gryphon Gold Corporation by the selling security holders described herein. The price at which the selling security holders may sell the shares of common stock will be determined by the prevailing market price for the shares or in negotiated transactions. The shares of common stock registered for resale include:
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3,250,000 shares of common stock acquirable by selling security holders upon exercise of Series O Warrants at
.30 per share, until January 21, 2013;
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1,500,000 shares of common stock acquirable by selling security holders upon exercise of Series R Warrants at Cdn
.1862 per share, until March 20, 2015; and
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14,062,500 shares of common stock acquirable by selling security holders upon exercise of Series T Warrants at Cdn
.16 per share,until April 18, 2015.
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We will not receive any proceeds from the sale or distribution of the common stock by the selling security holders. We may receive proceeds from the exercise of the warrants, if any, and will use the proceeds from any exercise for general working capital purposes.
Our common stock is currently listed on the Over-the-Counter Bulletin Board under the symbol ‘‘GYPH.OB” and on the Toronto Stock Exchange under the symbol “GGN”. As of July 12, 2012, the last reported sale price of our common stock was
.12 per share on the Over-the-Counter Bulletin Board and Cdn.
.12 per share on the Toronto Stock Exchange. We convert Canadian dollar data into United States dollars using the noon rate of exchange of Cdn$1.00 = US$1.02 on June 29, 2012 as reported by the Bank of Canada.
ALSO...
We are registering the shares of common stock on behalf of the selling security holders. When we refer to selling security holders, we intend to include donees and pledgees selling shares received from a named selling security holder after the date of this prospectus. All costs, expenses and fees in connection with this registration of the shares offered under this registration statement will be borne by us. Brokerage commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling security holders. Sales of shares may be effected by the selling security holders from time to time in one or more types of transactions (which may include block transactions) on the over-the-counter market, in negotiated transactions, through put or call options transactions relating to the shares, through short sales of shares, or a combination of such methods of sale, at market prices prevailing at the time of sale, or at negotiated prices. Such transactions may or may not involve brokers or dealers. The selling security holders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling security holders.
The selling security holders may effect such transactions by selling shares directly to purchasers or through broker-dealers, which may act as agents or principals. Such broker-dealers may receive compensation in the form of discounts, concessions, or commissions from the selling security holders and/or purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).
The selling security holders and any broker-dealers that act in connection with the sale of shares might be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, and any commissions received by such broker-dealers and any profit on the resale of shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares against some liabilities arising under the Securities Act.
Because the selling security holders may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act, the selling security holders will be subject to the prospectus delivery requirements of the Securities Act. We have informed the selling security holders that the anti-manipulative provisions of Regulation M promulgated under the Exchange Act may apply to their sales in the market.
In the event that the registration statement is no longer effective, the selling security holders may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided they meet the criteria and conform to the requirements of such Rule, including the minimum six-month holding period.
Upon being notified by any selling security holder that any material arrangement has been entered into with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, we will file a supplement to this prospectus, if required, under Rule 424(b) of the Act, disclosing:
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the name of each selling security holder(s) and of the participating broker-dealer(s),
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the number of shares involved,
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the price at which the shares were sold,
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the commissions paid or discounts or concessions allowed to the broker-dealer(s), where applicable,
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that the broker-dealer(s) did not conduct any investigation to verify information set out or incorporated by reference in this prospectus; and
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other facts material to the transaction.
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