Transaction in Own Shares & PDMR Shareholdings

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

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

E mail: [email protected]

TRANSACTION IN OWN SHARES

&

EXERCISE OF OPTIONS / DIRECTOR/PDMR SHAREHOLDINGS

5 January 2024

On 12 September 2023, the Company announced that in light of the severely undervalued nature of the Company's share price, the cash generated by operations in conjunction with the available funds available outside of China to Griffin and the current depressed nature of base metals prices and the share prices of those producers, the Directors had resolved to renew efforts to successfully effect the share buy-back programme announced on 25 February 2021 (the "Buy-Back Programme") to return excess monies not required to meet financial and working capital requirements to shareholders. Furthermore, the Directors had determined that, provided sufficient funds are available, they may seek to extend the buy-back programme in the same terms once the current Buy-Back Programme expires on 25 February 2024.

In addition to the Buy-Back Programme, the directors reserved the right (subject to compliance with applicable law) to:

1.   purchase large blocks of shares from individual shareholders where the large number of such shares offered in the market may cause instability in the Company's share price; and

2.   purchase a larger number of shares via a tender offer which would be the subject of further documentation being sent to non-US resident shareholders.

In view of the market price of the Company's shares, the lack of shares capable of being offered daily to the Company for repurchase under the Buy-Back Programme and the desire of certain large individual shareholders wishing to possibly sell a large number of such shares which could cause instability in the Company's share price, the Company announced on 19 December 2023 that it has increased the funds available for the purchase of its own shares from up to US$5m to up to US$10 million and an unlimited number of shares in addition to that already expended under the Buy-Back Programme.

Today, Griffin announces that it has entered into trades committing to purchase, through its joint broker Joh. Berenberg, Gossler & Co. KG, 8,886,128 of the Company's own ordinary shares ("Ordinary Shares"), representing 4.6% of the Company's issued share capital (excluding shares already held in treasury), at a price of 88 pence per Ordinary Share, for a total consideration of £7,819,792, excluding brokers fees, (the "Transaction").  On settlement of these trades the Ordinary Shares purchased will be held in treasury for the time being.

The Transaction is being conducted separately from the Company's latest share buyback programme as announced on 25 February 2021, which will continue as planned.

Following completion of the purchase of these Ordinary Shares there are 194,828,420 Ordinary Shares in issue, of which 10,177,977 Ordinary Shares will be held in treasury.

Related Party Transactions under the AIM Rules for Companies

Roger Goodwin, a current director of the Company and a related party of the Company for the purposes of the AIM Rules, has sold 1,350,000 shares to the Company ("Goodwin Share Sale"). This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies.  The Directors (excluding Roger Goodwin) consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of the Goodwin Share Sale are fair and reasonable insofar as its shareholders are concerned. 

On 1 March 2021 the Company was advised that Richard Griffiths and controlled undertakings, which held an interest in 24,313,224 ordinary shares in the company representing approximately 12.7% of the Existing Share Capital) and is therefore a related party of the Company, has sold 7,423,628 shares to the Company as part of the Transaction.  This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors (excluding Roger Goodwin) consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of this share sale and purchase are fair and reasonable insofar as the Company's shareholders are concerned.

On 21 January 2021 the Company was advised that Andrew Goffe and controlled undertakings, which held an interest in 26,513,657 ordinary shares in the Company representing approximately 13.8% of the Existing Share Capital) and is therefore a related party of the Company, has sold 112,500 shares to the Company as part of the Transaction.  This constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors (excluding Roger Goodwin) consider, having consulted with the Company's nominated adviser, Panmure Gordon, that the terms of this share sale and purchase are fair and reasonable insofar as the Company's shareholders are concerned.

Notification and public disclosure of transactions by persons discharging managerial responsibilities

On 31 December 2023, Roger Goodwin, Finance Director, exercised options over 2,000,000 Ordinary Shares in Griffin. Application has been made to AIM for the shares issued pursuant to the option exercise, which will rank pari passu with existing Ordinary Shares, to be admitted to trading on AIM ("Admission"). Dealings are expected to commence on 8 January 2024 at 8.00 a.m.

On 5 January 2024, Roger Goodwin, Finance Director, sold 1,350,000 Ordinary Shares in Griffin at a price of 88 pence per Ordinary Share as part of the Transaction. 

Following the above exercises and sale, Roger Goodwin holds 1,527,830 Ordinary Shares representing 0.8% of the issued share capital of the Company.

Following the option exercise and Transaction, shareholders should use 184,650,443 as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

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 in China, through its 88.8% owned Joint Venture stock company, 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 www.griffinmining.com.

Further information

Griffin Mining Limited

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

Clive Whiley - Senior Independent Director

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

             Dominic Morley

             Dougie McLeod

Berenberg                                                                  Telephone: +44(0)20 3207 7800

            Matthew Armitt

Jennifer Lee

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

Griffin Mining Limited's shares are quoted on the Alternative Investment Market (AIM) of the London Stock Exchange (symbol GFM).

The Company's news releases are available on the Company's web site: www.griffinmining.com