UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~October~~May 1510, ~~2012~~2013

GRIZZLY GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	000-54453	45-0725238
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9120 Double Diamond ~~Parkway~~Pkwy, Suite 3889

Reno, Nevada

(Address of Principal Executive Offices)

89521

(Zip Code)

(775-) 888-1385

(Registrant’s Telephone Number, Including Area Code)

________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Section 81 – ~~Other~~Registrant’s ~~Events~~Business and Operations

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

On ~~October~~May 159, ~~2012~~2013, Grizzly Gold Corp. (the “Registrant”) ~~closed~~amended aits ~~private~~property ~~placement~~option ofagreement ~~250~~dated May 1,~~000~~ ~~common~~2011 ~~shares~~(the at“Agreement”) $1(filed as Exhibit 10.001 ~~per~~to ~~share~~the ~~for~~Registrant’s areport ~~total~~on ~~offering~~Form ~~price~~8-K offiled ~~$250~~with the Securities and exchange Commission on May 3,~~000. The~~ ~~common~~2011), ~~shares~~with ~~were~~Nevada ~~offered~~Mine byProperties II, Inc. (“NMP”) granting the Registrant ~~pursuant~~the right to anacquire ~~exemption~~100% ~~from~~of ~~registration~~the ~~under~~mining ~~Regulation~~interests S of the ~~Securities~~LB/Vixen ~~Act~~Property of(Fox ~~1933,~~Springs asProject) ~~amended~~located in Humboldt County, Nevada. The ~~private~~property ~~placement~~currently ~~was~~consists ~~fully~~of ~~subscribed~~130 tounpatented byclaims ~~five~~(the ~~non-U~~‘Property”).~~S. persons.~~

~~For~~The ~~all~~$60,000 ~~the~~property ~~terms~~option ~~and~~payment ~~provisions~~due ofon ~~the~~May ~~private placement~~1, ~~reference~~2013 ishas ~~hereby~~been ~~made~~amended ~~to such document annexed hereto~~ as ~~Exhibits 10.1. All statements made herein concerning the foregoing are qualified in their entirety by reference to said exhibit.~~follows:

~~Item~~$20,000 ~~9.01~~due ~~Financial~~by ~~Statements~~May ~~and~~15th, ~~Exhibits~~2013.

~~(c)~~$20,000 ~~Exhibits:~~due by November 15th, 2013

~~Exhibit~~$20,000 Nodue by May 1st, 2014 to coincide with $45,000 anniversary payment. ~~Description~~

~~10.1~~All ~~Form~~other terms of ~~Private~~the ~~Placement~~Agreement ~~Subscription~~remain ~~Agreement~~unchanged.

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.

Date: ~~October~~May 1710, ~~2012~~2013

GRIZZLY GOLD CORP.

By: /s/ ~~Jeoffrey~~Paul ~~Avancena~~Strobel

Name: ~~Jeoffrey~~ Paul ~~Avancena~~Strobel

Title: ~~Secretary~~ Chief ~~and~~Executive ~~Director~~Officer

Filing Compare · Grizzly Gold Corp.