CONFLICT OF INTEREST

Our directors, officers and employees should not be involved in any activity that creates or gives the appearance of a conflict of interest between their personal interests and the interests of Gryphon Gold. In particular, without the specific permission of our Ethics Officer, no director, officer or employee shall be a consultant to, or a director, officer or employee of, or otherwise operate an outside business, that:

• Markets products or services in competition with our business goals and objectives;
• Supplies products or services to Gryphon Gold;
• Has any financial interest, including significant stock ownership, in any entity with which we do business that might create or give the appearance of a conflict of interest;
• Seeks or accepts any personal loan or services from any entity with which we do business, except from financial institutions or service providers offering similar loans or services to third parties under similar terms in the ordinary course of their respective businesses;
• Consults, or becomes a director, officer or employee of, or otherwise operates an outside business if the demands of the outside business would interfere with the director's, officer's or employee's responsibilities to us, (if in doubt, consult your supervisor or Mike Longinotti);
• Accepts any personal loan or guarantee of obligations from Gryphon Gold, except to the extent such arrangements are legally permissible; or
• Conducts business on behalf of Gryphon Gold with immediate family members,
  which include spouses, children, parents, siblings and persons sharing the same home whether or not legal relatives, unless approved by two other executive officers of the corporation.

Directors, officers and employees must notify Mike Longinotti or the Chair of our Audit Committee of the existence of any actual or potential conflict of interest.