GOVERNANCE

Gryphon Gold Corporation ("Gryphon Gold") is committed to the highest standards of legal and ethical business conduct. This Code of Business Conduct and Ethics (the "Code") summarizes the legal, ethical and regulatory standards that Gryphon Gold must follow and is a reminder to our directors, officers and employees of the seriousness of that commitment. Compliance with this Code and high standards of business conduct is mandatory for every Gryphon Gold employee.

Introduction

Our business is becoming increasingly complex, both in terms of the geographies in which we function and the laws with which we must comply. To help our directors, officers and employees understand what is expected of them and to carry out their responsibilities, we have created this Code. Additionally, we have created the position of Ethics Officer
to oversee adherence to the Code.

This Code is not intended to be a comprehensive guide to all of our policies or to all our responsibilities under law or regulation. It provides general parameters to help us resolve the ethical and legal issues you encounter in conducting our business. Think of this Code as a guideline, or a minimum requirement, that must always be followed. If you have any questions about anything in the Code or appropriate actions in light of the Code, you may contact our Ethics Officer, or the Chair of the Audit Committee.

We expect each of our directors, officers and employees to read and become familiar with the ethical standards described in this Code and to affirm their agreement to adhere to these standards by signing the Compliance Certificate that appears at the end of this Code. Violations of the law, our corporate policies, or this Code may lead to disciplinary action, including dismissal.

WE INSIST ON HONEST AND ETHICAL CONDUCT BY ALL OUR DIRECTORS, OFFICERS, EMPLOYEES AND OTHER REPRESENTATIVES

Our business is built upon excellence in the mining industry. While our previous achievements are impressive, we strive to embrace future prospects and challenges in an ethical and fair manner. In achieving this goal, we place the highest value on the integrity of our directors, officers and employees. In all of our business dealings, we insist on ethical dealings with others and the ethical handling of all conflicts of interest between personal and professional relationships.

Fair Dealing

Directors, officers and employees are required to deal honestly and fairly with each other and all of our business partners.

Acquisition, development and exploration is the lifeblood of our organization and it is essential that we perform these activities with creativity, ingenuity, honesty and fairness. Accordingly, in all of our business dealings, we:

  • Prohibit bribes, kickbacks or any other form of improper payment, direct or indirect, to any representative of government, government entity, labor union, supplier or other business partner in order to obtain a contract, commercial benefit or government action;
  • Prohibit our directors, officers and employees from accepting any bribe, kickback or improper payment from anyone;
  • Prohibit gifts or favors of more than nominal value to or from our business partners;
  • Limit marketing and entertainment expenditures to those that are necessary, prudent, job-related and consistent with our policies;
  • Require clear and precise communication in our contracts, our advertising, our literature and our other public statements and seek to eliminate misstatement of fact or misleading impressions;
  • Protect all proprietary data that our business partners provide to us as reflected in our agreements with them;
  • Prohibit our representatives from otherwise taking unfair advantage of our business partners or other third parties, through manipulation, concealment, abuse of privileged information or any other unfair-dealing practice.
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