Gryphon Minerals : Scheme Booklet

SCHEME BOOKLET

Scheme Booklet | Gryphon Minerals1

In relation to a proposal from Teranga Gold Corporation (Teranga) to buy all of the issued shares in Gryphon Minerals Limited (Gryphon) that it does not already own.

VOTE IN FAVOUR

The Gryphon Directors unanimously recommend that you vote in favour of the Scheme in the absence of a Superior Proposal

FINANCIAL ADVISER

LEGAL ADVISER

Gryphon Minerals Limited ACN 107 690 657

This is an important document and requires your immediate attention. You should read it carefully and in its entirety before deciding whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional adviser. If you have recently sold all your Gryphon Shares, please ignore this document.

IMPORTANT NOTICES

GENERAL

Shareholders are encouraged to read this Scheme Booklet in its entirety before making a decision as to how to

vote on the Scheme Resolution to be considered at the Scheme Meeting.

PURPOSE OF SCHEME BOOKLET

The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which the

Scheme will be considered and implemented (if approved) and to provide such information as is prescribed or otherwise material to the decision of Shareholders whether or not to approve the Scheme. This Scheme Booklet includes the explanatory statement required to be sent to Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme.

RESPONSIBILITY FOR INFORMATION

The information contained in this Scheme Booklet

(other than the Teranga Information and the Independent Expert's Report) has been prepared by Gryphon and is the responsibility of Gryphon. None of Teranga, its directors, officers or advisers assume any responsibility for the accuracy or completeness of the Gryphon Information.

The Teranga Information has been provided by Teranga and is the responsibility of Teranga. None of Gryphon, its directors, officers or advisers assume any responsibility for the accuracy or completeness of the Teranga Information.

KPMG Corporate Finance has prepared the Independent Expert's Report in relation to the Scheme contained in Annexure A and takes responsibility for that report. None of Gryphon, Teranga nor their respective directors, officers and advisers assume any responsibility for the accuracy or completeness of the Independent Expert's Report.

ASIC AND ASX

A copy of this Scheme Booklet was provided to ASIC under section 411(2) of the Corporations Act and registered

by ASIC under section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on this Scheme Booklet in accordance with section 411(2) of the Corporations Act. ASIC has been requested to

provide a statement, in accordance with section 411(17)

(b) of the Corporations Act, that ASIC has no objection

to the Scheme. If ASIC provides that statement, it will be produced to the Court at the time of the hearing on the Second Court Date. Neither ASIC nor its officers take any responsibility for the contents of this Scheme Booklet.

A copy of this Scheme Booklet has been lodged with ASX. Neither ASX nor its officers take any responsibility for the contents of this Scheme Booklet.

COURT

The Court is not responsible for the contents of this Scheme Booklet and, in ordering that the Scheme Meeting be held, the Court does not in any way indicate that the Court has approved or will approve the terms of the

Scheme. An order of the Court under section 411(1) of the Corporations Act is not an endorsement of, or any other expression of opinion on, the Scheme.

FUTURE MATTERS AND INTENTIONS

Certain statements in this Scheme Booklet relate to the future. These statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual results, performance or achievements of Gryphon, Teranga or the Combined Group to be materially different from future results, performance or achievements expressed or implied by those statements. Such risks, uncertainties, assumptions and other important factors include, among other things, general economic conditions, exchange rates, interest rates, the regulatory environment, the price

of gold, anticipated costs and mining, operational and development risks. These statements only reflect views held as at the date of this Scheme Booklet.

Other than as required by law neither Gryphon, Teranga nor any other person gives any representation, assurance or guarantee that the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur. You are cautioned about relying on any such forward looking statements in this Scheme Booklet. Additionally, statements of the intentions of Teranga reflect Teranga's present intentions as at the date of this Scheme Booklet and may be subject to change.

NO INVESTMENT ADVICE

This Scheme Booklet does not constitute financial product advice and has been prepared without reference to the investment objectives, financial situation and particular needs of individual Shareholders. This Scheme Booklet should not be relied upon as the sole basis for any investment decision in relation to the Scheme or your Shares. Before making an investment decision in relation to the Scheme or your Shares, including any decision to vote for or against the Scheme, you should consider, with or without the assistance of a financial adviser, whether that decision is appropriate in the light of your particular investment needs, objectives and financial circumstances. If you are in any doubt about what you should do, you should consult your legal, financial or other professional adviser before making any investment decision in relation to the Scheme or your Shares.

GRYPHON ORE RESERVES AND MINERAL RESOURCES

The information in this Scheme Booklet that relates to the exploration results at the Banfora Gold Project is based on and fairly represents information which has been compiled by Mr Sam Brooks who is a member

of the Australian Institute of Geoscientists. Mr Brooks has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity that is being undertaken to qualify as a Competent Person, as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration

Results, Mineral Resources and Ore Reserves". Mr Brooks is a full time employee of Gryphon and has consented

to the inclusion of the matters in this Scheme Booklet

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based on his information in the form and context in which it appears. This information was prepared and first disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012

on the basis that the information has not materially changed since it was last reported.

The information in this Scheme Booklet that relates to the Mineral Resources at the Nogbele and Fourkoura Deposits, Burkina Faso is based on information compiled by Mr Sam Brooks who is a member of the Australian Institute of Geoscientists. Mr Brooks has sufficient experience relevant to the styles of mineralisation

and type of deposit under consideration and to

the activity that is being undertaken to qualify as a Competent Person, as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Brooks is a full time employee of Gryphon and has consented to the inclusion of the matters in this Scheme Booklet based on his information in the form and context in which

it appears.

The information in this Scheme Booklet that relates

to the mineral resources at the Stinger and Samavogo Deposits, Burkina Faso is based on information compiled by Mr Dmitry Pertel who is a member of the Australian Institute of Geoscientists. Mr Pertel has sufficient experience relevant to the styles of mineralisation

and type of deposit under consideration and to

the activity that is being undertaken to qualify as a Competent Person, as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Pertel is a full time employee of CSA Global Pty Ltd and has consented to the inclusion of the matters in this Scheme Booklet based on his information in the form and context in which it appears. This information was prepared and first disclosed under JORC Code 2004. It has not been updated since to comply with the JORC Code 2012

on the basis that the information has not materially changed since it was last reported.

The information in this Scheme Booklet that relates to Gryphon's Ore Reserves Estimate for the Banfora 2 Mtpa Heap Leach Operation (see section 4.2(a)) is

based on information compiled by Mr Quinton de Klerk who is a member of the Australasian Institute of Mining and Metallurgy. Mr de Klerk has sufficient experience relevant to the styles of mineralisation and type of deposit under consideration and to the activity that is being undertaken to qualify as a Competent Person, as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr de Klerk is a full time employee of Cube Consulting Pty Ltd and has consented to the

inclusion of the matters in this Scheme Booklet based on his information in the form and context in which

it appears.

TERANGA MINERAL RESERVES AND MINERAL RESOURCES

The technical information contained in this Scheme Booklet relating to Teranga's open pit mineral reserve

estimates is based on, and fairly represents, information compiled by Mr William Paul Chawrun, P. Eng who is a member of the Professional Engineers Ontario, which is currently included as a "Recognised Overseas Professional Organisation" in a list promulgated by the ASX from

time to time. Mr Chawrun is a full time employee of Teranga and is not "independent" within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) of the Canadian Securities Administrators. Mr Chawrun has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Chawrun is a "Qualified Person" under NI 43-101. Mr Chawrun has consented to the inclusion in

this Scheme Booklet of the matters based on his compiled information in the form and context in which it appears in this Scheme Booklet.

The technical information contained in this Scheme Booklet relating to Teranga's mineral resource estimates is based on, and fairly represents, information compiled by Ms Patti Nakai-Lajoie. Ms Nakai-Lajoie, P. Geo., is a Member of the Association of Professional Geoscientists of Ontario, which is currently included as a "Recognised Overseas Professional Organisation" in a list promulgated

by the ASX from time to time. Ms Nakai-Lajoie is a full time employee of Teranga and is not "independent" within

the meaning of NI 43-101. Ms Nakai-Lajoie has sufficient experience which is relevant to the style of mineralization and type of deposit under consideration and to the activity which she is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code

for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Ms Nakai-Lajoie is a "Qualified Person" under NI 43-101. Ms Nakai- Lajoie has consented to the inclusion in this Scheme Booklet of the matters based on her compiled information in the form and context in which it appears in this Scheme Booklet.

The technical information contained in this Scheme Booklet relating to Teranga's underground mineral reserves estimates is based on, and fairly represents, information compiled by Mr Jeff Sepp, P. Eng who is a member of the Professional Engineers Ontario, which is currently included as a "Recognised Overseas Professional Organisation" in a list promulgated by the ASX from

time to time. Mr Sepp is independent of Teranga and is a "Qualified Person" as defined in NI 43-101 and a

"competent person" as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Sepp has sufficient experience relevant to the style of mineralization and type of deposit under consideration and to the

activity he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Sepp has consented to the inclusion in this Scheme Booklet of the matters based on his compiled information in the form and context in which it appears in this Scheme Booklet.

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