0000912282-12-000594 Sample Contracts

Contract
Gold and Silver Supply Agreement • July 2nd, 2012 • Gryphon Gold Corp • Gold and silver ores • Nevada

NOTE ON REDACTED MATERIAL: SECTIONS UNDER THE HEADINGS “DEFINITIONS”, “NOTICE OF PRODUCTION”, “REFINERY AND SHIPMENT”, “PRICE AND PURCHASE” AND “NOTICES” IN THIS AGREEMENT AND EXHIBIT A HAVE BEEN OMITTED PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST (“REQUEST”) GRYPHON GOLD CORPORATION FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) CONCURRENTLY WITH THE FILING OF THE FORM 10-K TO WHICH THIS AGREEMENT IS AN EXHIBIT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC AS PART OF THE REQUEST. THE PLACE OF OMITTED PROVISIONS ARE INDICATED BELOW AS “*[REDACTED]”. SIX PAGES CONTAIN OMITTED PROVISIONS.

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GRYPHON GOLD CORPORATION as Borrower THE GUARANTORS FROM TIME TO TIME PARTY HERETO as Guarantors and WATERTON GLOBAL VALUE, L.P., BY ITS INVESTMENT MANAGER, ALTITUDE MANAGEMENT LTD. as Lender
Gold Stream Credit Agreement • July 2nd, 2012 • Gryphon Gold Corp • Gold and silver ores • Ontario

This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated April 18, 2012 (the “Effective Date”) and entered into by and between Gryphon Gold Corporation, a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), Borealis Mining Company, a corporation incorporated pursuant to the laws of the State of Nevada (the “Original Guarantor”), each person that executes a Guarantee from time to time, and Waterton Global Value, L.P., a limited partnership formed under the laws of the British Virgin Islands, by its Investment Manager, Altitude Management Limited, a corporation formed under the laws of Gibraltar, as the lender (the “Lender”).

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