8th Floor, Royal Trust House, 54-56 Jermyn Street, London. SW1Y 6LX, United Kingdom

Telephone: + 44 (0)20 7629 7772  Facsimile:  + 44 (0)20 7629 7773

E mail: griffin@griffinmining.com

Capital Share Structure Rationalization & Incentivization Program

30^th December 2022

Griffin Mining Limited ("Griffin" or the "Company") is pleased to announce a rationalization of the capital structure of the Company by the proposed repurchasing and cancellation of the long outstanding options over shares in the Company issued in 2014 and 2015 (the "Options") exercisable at forty pence and thirty pence per share respectively by 31^st December 2023.

In consideration of the surrender of the Options, a number of fully paid shares in the Company will be issued to those Option holders equal to the inherent monetary value in the Options (the "Scheme"). As those Options were issued by the Company to incentivize the Option holders in the pursuit of the new mining licence over Zone II, which was granted in January 2021, and the fully diluted share capital of the Company has included the Options, the Scheme is being implemented to simplify the capital structure of the Company.

Should all the Option holders agree to the Scheme, the number of Options cancelled by the Company will amount to 19.52 million Options. At the market closing price of the Company's shares as at 24^th  December 2022, if all Option holders accepted the Scheme offer, approximately 11.165 million new fully paid ordinary shares would be issued. The exact number of new shares issued will be announced after ascertaining which and how many Option holders accept the Scheme.

The offer to the Option holders to accept the Scheme will remain open for 14 days following the date of this announcement.

A new Company share incentive plan will also be implemented to retain vital key executives of the Company, in particular, Mladen Ninkov. Up to 10 million new fully paid ordinary shares may be issued which will be escrowed until the 31^st December 2024. Further details of the share incentive plan including the exact number of shares issued will also be announced when finalised.

In both above new share issues, at no time will the aggregate number of total shares issued under the Scheme and the Management incentive plan ever exceed the current total of 19.52 million outstanding Options in issue and, as such, the share issues will be non-dilutive to the current shareholders of the Company assuming all current outstanding Options were exercised before their expiry date.

Chairman of the Remuneration Committee, Dean Moore, commented, "I am pleased that the Board has adopted the recommendations of the Remuneration Committee designed to deliver a reward structure which wholly aligns the interests of key management with all stakeholders over the next 2 years."

About Griffin Mining Limited 

Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange (symbol GFM). Griffin Mining Limited owns and operates through its 88.8% owned Joint Venture in China the Caijiaying Zinc Gold Mine, a profitable mine producing zinc, gold, silver, and lead metals in concentrates. For more information, please visit the Company's website griffinmining.com.

Further information

Griffin Mining Limited

Mladen Ninkov - Chairman                                             Telephone: +44(0)20 7629 7772

Roger Goodwin - Finance Director

Panmure Gordon (UK) Limited                                                  Telephone: +44 (0)20 7886 2500

             John Prior

             Dougie McLeod

Berenberg                                                                                      Telephone: +44(0)20 3207 7800

                Matthew Armitt

Jennifer Wyllie

Deltir Elezi

BlytheRay

                Tim Blythe                                                                       Telephone: +44(0)20 7138 3205

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014