CAUTIONARY NOTES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This website contains forward-looking statements within the meaning of the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical facts, included in this website that address activities, events or developments that Gryphon Gold expects or anticipates will or may occur in the future including, but not limited to, financial and operating results and estimates, future business goals, strategy and plans, competitive strengths, growth of Gryphon Gold's business, project development, mineral reserve and mineral resource estimates, and other such matters are forward-looking statements.  When used in this website, the words "estimate", "plan", "anticipate", "expect", "intend", "believe" and similar expressions are intended to identify forward-looking statements.  These statements involve known and unknown risks, uncertainties and other factors which may cause Gryphon Gold's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, but are not limited to, the risk that additional financing for the development of the Borealis Oxide Heap Leach Project, may be required, and if so, may not be available on terms satisfactory to the Company, if at all; risks associated with the start up of mining operations; risks related to government regulation of mining operations; risks related to the timing of exploration, development, and production activities and estimated future production, if any; risks related to the estimation of mineralization and the realization of mineral reserves, if any, based on mineralization estimates; risks related to estimates regarding costs of production, capital, operating and exploration expenditures; and risks related to future financial or operating performances of Gryphon Gold, its subsidiaries.This list is not exhaustive of the factors that may affect Gryphon Gold's forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further in Gryphon Gold's latest Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other documents filed with the United States Securities and Exchange Commission at www.sec.gov.  Although Gryphon Gold has attempted to identify important factors that could cause actual results to differ materially from those described in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Gryphon Gold does not intend to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Cautionary Note to U.S. Investors Concerning Estimates of Proven and Probable Mineral Reserves:  The estimates of mineral reserves shown in this website have been prepared in accordance with the definition standards on mineral reserves of the Canadian Institute of Mining, Metallurgy and Petroleum referred to in Canadian National Instrument 43-101 Mineral Disclosure Standards ("NI 43-101").  The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in U.S. Securities and Exchange Commission ("SEC") Industry Guide 7.  Under SEC Industry Guide 7 standards, a "final" or "bankable" feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority. Accordingly, Gryphon Gold's disclosure in this website of mineral reserves may not be comparable to information from U.S. companies subject to the reporting and disclosure requirements of the SEC.

Cautionary Note to U.S. Investors Concerning Estimates of Measured and Indicated Resources: This website uses the terms "measured resources", "indicated resources" and "measured and indicated resources". We advise U.S. investors that while these terms are recognized and required by Canadian regulations, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit measures.  The term "contained gold ounces" shown on this website is not permitted under the rules of the SEC. U.S. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into SEC Industry Guide 7 reserves.

Cautionary Note to U.S. Investors Concerning Estimates of Inferred Resources: This website uses the term "inferred resources". We advise U.S. investors that while this term is recognized and required by Canadian regulations, this term is not a defined term under SEC Industry Guide 7 and is normally not permitted to be used in reports and registration statements filed with the SEC. "Inferred resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of a feasibility study or prefeasibility study, except in rare cases. The SEC normally only permits issuers to report mineralization that does not constitute SEC Industry Guide 7 compliant "reserves" as in-place tonnage and grade without reference to unit measures.  The term "contained gold ounces" shown on this website is not permitted under the rules of the SEC.  U.S. Investors are cautioned not to assume that any part or all of an inferred resource exists or is economically or legally minable.

Cautionary Note to U.S. Investors Concerning Adjacent Property Disclosure: This website contains information regarding adjacent properties on which Gryphon Gold has no right to explore or mine. The SEC takes the position that mining and mineral exploration companies, in their filings with the SEC, should describe only those mineral deposits that the companies themselves can economically and legally extract or produce. Investors are cautioned that mineral deposits on adjacent properties do not necessarily indicate and do not prove the existence, nature or extent of mineral deposits on Gryphon Gold's properties.

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