Gryphon Minerals : 22 Aug Dispatch of Scheme Booklet

ASX Announcement

22 August 2016

Dispatch of Scheme Booklet

Gryphon Minerals Limited (Gryphon) (ASX:GRY) announces that the Scheme Booklet for the proposal by Teranga Gold Corporation (Teranga) to acquire all the ordinary shares in Gryphon by way of a scheme of arrangement in consideration for 0.169 Teranga CHESS Depositary Interests or 0.169 common shares of Teranga per Gryphon Share held on the Record Date (Scheme) has today (22 August 2016) been dispatched to Gryphon shareholders along with a personalized proxy form and election form.

Corporate Directory

Non-Executive Chairman Mel Ashton

Managing Director Stephen Parsons

Non-Executive Directors Didier Murcia

Bruce McFadzean

Company Secretary Carl Travaglini

Teranga Gold Corporation to acquire Gryphon Minerals via Scheme of Arrangement (ASX 20/6/2016)

Banfora Gold Project, Burkina Faso

• Fully permitted

• Shovel ready

• Exploration upside

  Highly Prospective Exploration Pipeline, Burkina Faso

• Golden Hill and Gourma Projects

Contact Details

Principal & Registered Office 288 Churchill Avenue

SUBIACO WA 6008

T: +61 8 9287 4333

F: +61 8 9287 4334

E: admin@gryphonminerals.com.au

ASX CODE GRY

www.gryphonminerals.com.au

For Media and Broker Enquiries Andrew Rowell / Luke Forrestal Cannings Purple

+61 400 466 226 / +61 411 479 144

arowell@canningspurple.com.au lforrestal@canningspurple.com.au

Those shareholders who have elected to receive electronic communications from Gryphon will receive an email containing links to the Scheme Booklet and to a website where they can lodge their proxy electronically.

A copy of the Scheme Booklet as registered with the Australian Securities and Investments Commission and dispatched to Gryphon shareholders is attached to this announcement.

The Scheme Meeting will be held at 10.00am (Perth time) on Friday, 23 September 2016 at 38 Station Street, Subiaco WA 6008.

The Independent Expert, KPMG Financial Advisory Services (Australia) Pty Ltd, has concluded that in the absence of a superior proposal, the Scheme is fair and reasonable and therefore is in the best interests of shareholders. In addition, your Directors unanimously consider that the Scheme is in the best interests of shareholders and recommend that you vote in favour of the Scheme in the absence of a superior proposal.

*The above dates are indicative only and are subject to change.

If you have any questions or require further information, please contact Gryphon's Chief Financial Officer on +61 (08) 9287 4333.

Yours faithfully

Steve Parsons Managing Director

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

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

Scheme Booklet | Gryphon Mineralsi