CANCELLATION AND ISSUE OF NEW SHARES

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: [email protected]

Cancellation of Shares Pursuant to the Company's Share Incentive Plan & Issue of New Shares

31^st December 2024

Griffin Mining Limited ("Griffin" or the "Company") is pleased to announce, following the announcement of the 27^th March 2023, the cancellation of the 6 million shares issued to Mladen Ninkov (or his beneficial nominee) under the Company's Share Incentive Plan and the issue of 7 million new shares (the "New Shares") to Keynes Capital (as Mr Ninkov's employer) under far more stringent, results based terms.

The New Shares issued will be subject to certain contractual terms including that the shares issued will not be sold or otherwise transferred or disposed except in the event of a transaction occurring with the Company or its subsidiaries, malus and return of the shares upon leaving the employ of the Company or its subsidiaries. The New Shares will be issued following the execution of agreements between Keynes Capital and the Company confirming the above terms and the formal subscription agreement for the New Shares.

Application will be made for the New Shares, which will rank pari passu with the existing ordinary shares of the Company, to be admitted to trading on AIM of the London Stock Exchange ("AIM").  It is expected that will occur approximately on 9^th January 2025.

Following the issue and admission of the New  Shares to trading on AIM there will be 185,530,477 Ordinary Shares in issue, of which 1,241,996 Ordinary Shares will be held in treasury. Consequently, shareholders should use 184,288,481 Ordinary Shares as the denominator for the calculations by which they will determine if they are required to notify their interest in, or change their interest in, the Company, under the Financial Conduct Authorities Disclosure and Transparency Rules.

Following Admission of the New Shares to trading on AIM the following person holding management responsibility will be interested in the following Ordinary Shares in the Company.

Chairman of the Remuneration Committee, Dean Moore, commented, "With this new share issue the Board has adopted the recommendations of the Remuneration Committee to ensure an incentive structure is implemented which provides the greatest chance of retaining Mladen Ninkov to deliver the strategy which we believe the shareholders expect."

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 Liberum Limited                                                           Telephone: +44 (0)20 7886 2500

             James Sinclair Ford

             Kieron Hodgson

             Dougie McLeod

Berenberg                                                                                     Telephone: +44(0)20 3207 7800

             Matthew Armitt

Jennifer Wyllie

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