Subordination Sample Contracts

TO: WATERTON GLOBAL VALUE, L.P. (the “Senior Creditor”) RE: Bridge Loan Agreement dated as of March 20, 2012 (the “Bridge Loan Agreement”), among Gryphon Gold Corporation (“Gryphon”), Borealis Mining Company and the Senior Creditor

Subordination • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores

• Contract Type
  Subordination
• Filed
  March 26th, 2012
• Company
  Gryphon Gold Corp
• Industry
  Gold and silver ores

WHEREAS Computershare Trust Company of Canada (the “Subordinated Trustee”) is trustee to the holders (the “Holders”) of certain 10% Series B Subordinate Secured Notes issued by Gryphon and maturing on November 22, 2012 (the “Notes”), pursuant to a note indenture dated as of November 22, 2011 between Gryphon and the Subordinated Trustee (the “Note Indenture”);

SUPPLEMENTAL NOTE INDENTURE GRYPHON GOLD CORPORATION - and – COMPUTERSHARE TRUST COMPANY OF CANADA

Subordination • March 26th, 2012 • Gryphon Gold Corp • Gold and silver ores • New York

• Contract Type
  Subordination
• Filed
  March 26th, 2012
• Company
  Gryphon Gold Corp
• Industry
  Gold and silver ores
• Jurisdiction
  New York

WHEREAS by a note indenture (the “Base Indenture”) dated as of November 22, 2011 between the Corporation and the Trustee, provision was made for the issuance of the Subordinate Secured Notes (as defined in the Base Indenture) by the Corporation upon and subject to the conditions set out in such Base Indenture;