Director/PDMR Shareholding

RNS Number : 3517E

Griffin Mining Ld

09 February 2015

Griffin Mining Limited

60 St James's Street, London SW1A 1LE, United Kingdom

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

E mail: griffin@griffinmining.com

New share Option Scheme

9th February 2015.

Options granted by Griffin Mining Limited ("the Company") in March 2011 exercisable into 10,000,000 new ordinary shares in the Company at an exercise price of 45 pence expire on 28^th February 2015 ("the 45p options"). As the expiry date for the 45p options approaches, the Board has resolved to adopt a new share option scheme over a total of 20,000,000 new ordinary shares in the Company in order to retain and incentivise the Company's directors and management.

Each new option will entitle the holder to subscribe for new ordinary shares in the Company at an exercise price of 30 pence per new ordinary share on or before 31st December 2020. The new options will vest with each option holder in installments triggered by the following events:

i. One third of each holder's options will vest immediately upon being granted;

ii. A further third of each holder's options will vest on 31^st December 2016; and

iii. A further third of each holder's options will vest on the granting of a new mining licence over Zone II at the Caijiaying mine.

The new options will not vest if an employee or a director resigns or leaves the Company for cause prior to the vesting event taking place.

All the new options will vest immediately upon a takeover offer being made; or a substantial change in the business of the Company or its subsidiaries; or the sale of a substantial asset of the Company or by its subsidiaries; or a change in substantial control of the Company taking place prior to the options expiring.