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Gryphon Gold Corp – ‘SB-2/A’ on 11/9/05 – EX-4.1

On:  Wednesday, 11/9/05, at 12:14pm ET   ·   Accession #:  945234-5-785   ·   File #:  333-127635

Previous ‘SB-2’:  ‘SB-2/A’ on 10/27/05   ·   Next:  ‘SB-2/A’ on 12/1/05   ·   Latest:  ‘SB-2’ on 12/10/07

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/09/05  Gryphon Gold Corp                 SB-2/A                 8:2.9M                                   Bowne of Vancouver/FA

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Amendment No. Four to SB-2                          HTML    968K 
 2: EX-1.1      Form of Underwriting Agreement                        64    277K 
 3: EX-1.2      Form of U.S. Selling Agent Agreement                   6     18K 
 4: EX-4.1      Specimen Common Stock Certificate                   HTML     10K 
 5: EX-4.3      Form of Underwriters' Compensation Options            21     80K 
 6: EX-5.1      Opinion of United States Counsel                       3     18K 
 7: EX-10.17    Form of Escrow Agreement                              25     87K 
 8: EX-23.1     Consent of Ernst & Young LLP                           1      6K 


EX-4.1   —   Specimen Common Stock Certificate


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  Specimen Common Stock Certificate  

 

EXHIBIT 4.1 (STOCK CERTIFICATE)

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)


 

(STOCK CERTIFICATE)

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.
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Filing Submission 0000945234-05-000785   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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