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EXHIBIT 99.1

RISK FACTORS AND UNCERTAINTIES

Readers should carefully consider the
risks and uncertainties described below before deciding whether to invest in
shares of our common stock.

Our failure to successfully address
the risks and uncertainties described below would have a material adverse effect
on our business, financial condition and/or results of operations, and the
trading price of our common stock may decline and investors may lose all or part
of their investment. We cannot assure you that we will successfully address
these risks or other unknown risks that may affect our business.

Estimates of mineralized material are
forward-looking statements inherently subject to error. Although resource
estimates require a high degree of assurance in the underlying data when the
estimates are made, unforeseen events and uncontrollable factors can have
significant adverse or positive impacts on the estimates. Actual results will
inherently differ from estimates. The unforeseen events and uncontrollable
factors include: geologic uncertainties including inherent sample variability,
metal price fluctuations, variations in mining and processing parameters, and
adverse changes in environmental or mining laws and regulations. The timing and
effects of variances from estimated values cannot be accurately predicted.



We are an early stage company and
currently do not have sufficient capital to fully fund the Plan of Operation at
the Borealis Property. Currently, we have sufficient cash on hand to fund the
completion of our current drilling program, permitting and general and
administrative expenses for approximately 8 -12 months. However, we will require
substantial additional financing for future development activities, if any, or
if we encounter unexpected costs or delays.

Failure to obtain sufficient
financing may result in the delay or indefinite postponement of exploration,
and, development or production on any or all of the Borealis Property and any
properties we may acquire in the future or even a loss of our property interest.
This includes the Borealis Property, as our lease over claims covering the
principal deposits will expire in 2009 unless we are engaged in active mining
operations at that time. We cannot be certain that additional capital or other
types of financing will be available if needed or that, if available, the terms
of such financing will be favorable or acceptable to us. Future financings may
cause dilution to our shareholders.



Our only mineral property is the
Borealis Property. Even though the Borealis Property encompasses several areas
with known gold mineralization, unless we acquire additional properties or
projects or discover additional deposits at the Borealis Property, we will be
solely dependent upon the success of the Borealis Property as a source of future
revenue and profits, if any. We cannot provide any assurance that we will
establish any reserves or successfully commence mining operations on the
Borealis Property or that we will ever obtain an interest in any other property
with mineral potential in order to diversify our business

We have no history of producing metals from our mineral
property and there can be no assurance that we will successfully establish
mining operations or profitably produce precious metals.

We have no history of producing
metals from the Borealis Property. While our plan is to move the Borealis
Property into the development stage, production there will be subject to
completing construction of the mine, processing plants, roads, and other related
works and infrastructure. As a result, we are subject to all of the risks
associated with establishing new mining operations and business enterprises
including:

- the timing and cost, which can be considerable, of the
  construction of mining and processing facilities;
- the availability and costs of skilled labor and mining
  equipment; the availability and cost of appropriate smelting and/or refining
  arrangements;
- compliance with environmental and other governmental
  approval and permit requirements;
- the availability of funds to finance construction and
  development activities;

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potential
  opposition from non-governmental organizations, environmental groups, local
  groups or local inhabitants which may delay or prevent development activities;
  and

potential increases
  in construction and operating costs due to changes in the cost of fuel, power,
  materials and supplies.

The costs, timing and complexities of
mine construction and development may be increased by the remote location of the
Borealis Property. It is common in new mining operations to experience
unexpected problems and delays during construction, development and mine
start-up. In addition, delays in the commencement of mineral production often
occur. Accordingly, we cannot assure you that our activities will result in
profitable mining operations or that we will successfully establish mining
operations or profitably produce metals at any of our properties.

Historical production on the Borealis Property may not be
indicative of the potential for future development.

The Borealis Mine actively produced
gold in the 1980's, but we currently have no commercial production at the
Borealis Property and have never recorded any revenues. You should not rely on
the fact that there were historical mining operations at the Borealis Property
as an indication that we will ever place the property into commercial
production. We expect to continue to incur losses unless and until such time, if
ever, as our property enters into commercial production and generates sufficient
revenues to fund our continuing operations. The development of new mining
operations at the Borealis Property will require the commitment of substantial
resources for operating expenses and capital expenditures, which may increase in
subsequent years as needed consultants, personnel and equipment associated with
advancing exploration, development and commercial production of our properties
are added. The amounts and timing of expenditures will depend on the progress of
ongoing exploration and development, the results of consultants' analysis and
recommendations, the rate at which operating losses are incurred, the execution
of any joint venture agreements with strategic partners, our acquisition of
additional properties, and other factors, many of which are beyond our control.
We may not be able to place the Borealis Property into production or generate
any revenues or achieve profitability.

Our exploration activities on the Borealis Property may not
be commercially successful, which could lead us to abandon our plans to develop
the property and our investments in exploration.

Our long-term success depends on our
ability to identify additional mineral deposits on the Borealis Property and
other properties we may acquire, if any, that we can then develop into
commercially viable mining operations. Mineral exploration is highly speculative
in nature, involves many risks and is frequently nonproductive. These risks
include unusual or unexpected geologic formations, and the inability to obtain
suitable or adequate machinery, equipment or labor. The success of gold
exploration is determined in part by the following factors:

- the identification of potential gold mineralization based
  on surficial analysis;
- availability of government-granted exploration permits;
- the quality of our management and our geological and
  technical expertise; and
- the capital available for exploration.

Substantial expenditures are required
to establish proven and probable reserves through drilling and analysis, to
develop metallurgical processes to extract metal, and to develop the mining and
processing facilities and infrastructure at any site chosen for mining. Whether
a mineral deposit will be commercially viable depends on a number of factors,
which include, without limitation, the particular attributes of the deposit,
such as size, grade and proximity to infrastructure; metal prices, which
fluctuate widely; and government regulations, including, without limitation,
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. We may invest
significant capital and resources in exploration activities and abandon such
investments if we are unable to identify commercially exploitable mineral
reserves. The decision to abandon a project may have an adverse effect on the
market value of our securities and the ability to raise future financing. We
cannot assure you that we will discover or acquire any mineralized material in
sufficient quantities on any of our properties to justify commercial operations.

Actual capital costs, operating costs, production and
economic returns may differ significantly from those we have anticipated and
there are no assurances that our development activities will result in
profitable mining operations.

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We have estimated operating and
capital costs for the Borealis Property based on information available to us and
believe that these estimates are accurate. However, recently, costs for labor,
regulatory compliance, energy, mine and plant equipment and materials needed for
mine development and construction have increased significantly industry-wide. In
light of these factors, actual costs related to our proposed mine development
and construction may exceed our estimates.
We do not have an operating history
upon which we can base estimates of future operating costs related to the
Borealis Property, and we intend to rely upon the economic feasibility of the
project and estimates contained therein. Studies derive estimates of cash
operating costs based upon, among other things:
anticipated tonnage, grades and metallurgical
  characteristics of the ore to be mined and processed;
  anticipated recovery rates of gold and other metals from
  the ore;
  cash operating costs of comparable facilities and
  equipment; and
  anticipated climatic conditions.Capital and operating costs,
production and economic returns, and other estimates contained in feasibility
studies may differ significantly from actual costs, and there can be no
assurance that our actual capital and operating costs will not be higher than
currently anticipated or disclosed.
In addition, our calculations of cash costs and cash
cost per ounce may differ from similarly titled measures of other companies and
are not intended to be an indicator of projected operating profit.
The figures for our reserves and resources are estimates based on
interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.

Unless otherwise indicated,
mineralization figures presented in this prospectus and in our filings with
securities regulatory authorities, press releases and other public statements
that may be made from time to time are based upon estimates made by independent
geologists and our internal geologists. When making determinations about whether
to advance any of our projects to development, we must rely upon such estimated
calculations as to the mineral reserves and grades of mineralization on our
properties. Until ore is actually mined and processed, mineral reserves and
grades of mineralization must be considered as estimates only.
These estimates are imprecise and depend upon
geological interpretation and statistical inferences drawn from drilling and
sampling analysis, which may prove to be unreliable. We cannot assure you that:
these estimates will be accurate;
  reserve, resource or other mineralization estimates will be accurate; or
  this mineralization can be mined or processed profitably.Any material changes in mineral reserve estimates and
grades of mineralization will affect the economic viability of placing a
property into production and a property's return on capital.
Because we have not started mine
construction at our Borealis Property and have not commenced actual production,
mineralization estimates, including reserve and resource estimates, for the
Borealis Property may require adjustments or downward revisions based upon
actual production experience. In addition, the grade of ore ultimately mined, if
any, may differ from that indicated by our feasibility studies and drill
results. There can be no assurance that minerals recovered in small scale tests
will be duplicated in large scale tests under on-site conditions or in
production scale.
The resource estimates contained in
this report have been determined and valued based on assumed future prices,
cut-off grades and operating costs that may prove to be inaccurate. Extended
declines in market prices for gold and silver may render portions of our
mineralization, reserve and resource estimates uneconomic and result in reduced
reported mineralization or adversely affect the commercial viability of our
Borealis Property. Any material reductions in estimates of mineralization, or of
our ability to extract this mineralization, could have a material adverse effect
on our results of operations or financial condition.
Changes in the market price of gold, silver and other metals,
which in the past has fluctuated widely, will affect the profitability of our
operations and financial condition.

Our profitability and long-term
viability depend, in large part, upon the market price of gold and other metals
and minerals produced from our mineral properties. The market price of gold and
other metals is volatile and is impacted by numerous factors beyond our control,
including:
expectations with respect to the rate of inflation;
  the relative strength of the U.S. dollar and certain other
  currencies;
  interest rates;
  global or regional political or economic conditions;
  supply and demand for jewelry and industrial products
  containing metals; and
  sales by central banks and other holders, speculators and
  producers of gold and other metals in response to any of the above factors.We cannot predict the effect of these
factors on metal prices. Gold and silver prices have fluctuated during the last
several years. The price of gold was $513 per ounce at December 31, 2005, and in
the first three quarters of 2006 has had a high of $725 and a low of $524.75.
The price of silver also improved from $8.83 per ounce at December 31, 2005 to a
high of $14.94, with a low of $8.83, in the first three quarters of 2006.
Historically, gold prices ranged from $536.50 to $411.10 per ounce in 2005 and
from $454.20 to $375.00 per ounce in 2004; and silver prices have ranged from
$9.22 to $6.39 per ounce in 2005 and from $8.29 to $5.49 per ounce in 2004.
A decrease in the market price of
gold and other metals could affect the commercial viability of our Borealis
Property and our anticipated development and production assumptions. Lower gold
prices could also adversely affect our ability to finance future development at
the Borealis Property, all of which would have a material adverse effect on our
financial condition and results of operations. There can be no assurance that
the market price of gold and other metals will remain at current levels or that
such prices will improve.
Mining is inherently dangerous and subject to conditions or
events beyond our control, which could have a material adverse effect on our
business.

Mining involves various types of risks and hazards,
including:
environmental hazards;
  power outages;
  metallurgical and other processing problems;
  unusual or unexpected geological formations;
  structural cave-ins or slides;
  flooding, fire, explosions, cave-ins, landslides and
  rock-bursts;
  inability to obtain suitable or adequate machinery,
  equipment, or labor;
  metals losses; and
  periodic interruptions due to inclement or hazardous
  weather conditions.These risks could result in damage
to, or destruction of, mineral properties, production facilities or other
properties, personal injury, environmental damage, delays in mining, increased
production costs, monetary losses and possible legal liability. We may not be
able to obtain insurance to cover these risks at economically feasible premiums.
Insurance against certain environmental risks, including potential liability for
pollution or other hazards as a result of the disposal of waste products
occurring from production, is not generally available to us or to other
companies within the mining industry. We may suffer a material adverse effect on
our business if we incur losses related to any significant events that are not
covered by our insurance policies.
We are subject to significant governmental regulations.

Our primary properties, operations
and exploration and development activities are in Nevada and are subject to
extensive federal, state, and local laws and regulations governing various
matters, including:
environmental protection;
  management and use of toxic substances and explosives;
  management of natural resources;
  exploration, development of mines, production and
  post-closure reclamation;
  exports controls;
  price controls;
  regulations concerning business dealings with native
  groups;
  labor standards and occupational health and safety,
  including mine safety; and
  historic and cultural preservation.Failure to comply with applicable
laws and regulations may result in civil or criminal fines or penalties or
enforcement actions, including orders issued by regulatory or judicial
authorities enjoining or curtailing operations or requiring corrective measures,
installation of additional equipment or remedial actions, any of which could
result in us incurring significant expenditures. We may also be required to
compensate private parties suffering loss or damage by reason of a breach of
such laws, regulations or permitting requirements. It is also possible that
future laws and regulations, or a more stringent enforcement of current laws and
regulations by governmental authorities, could cause additional expense, capital
expenditures, restrictions on or suspensions of our operations and delays in the
development of our properties.
Our activities are subject to environmental laws and
regulations that may increase our costs of doing business and restrict our
operations.

All of our exploration and potential
development and production activities are in the United States and are subject
to regulation by governmental agencies under various environmental laws. These
laws address emissions into the air, discharges into water, management of waste,
management of hazardous substances, protection of natural resources, antiquities
and endangered species and reclamation of lands disturbed by mining operations.
Environmental legislation in many countries is evolving and the trend has been
towards stricter standards and enforcement, increased fines and penalties for
non-compliance, more stringent environmental assessments of proposed projects
and increasing responsibility for companies and their officers, directors and
employees. Compliance with environmental laws and regulations and future changes
in these laws and regulations may require significant capital outlays and may
cause material changes or delays in our operations and future activities. It is
possible that future changes in these laws or regulations could have a
significant adverse impact on our Borealis Property or some portion of our
business, causing us to re-evaluate those activities at that time.
Land reclamation requirements for our Borealis Property may
be burdensome.

Although variable depending on
location and the governing authority, land reclamation requirements are
generally imposed on mineral exploration companies (as well as companies with
mining operations) in order to minimize long term effects of land disturbance.
Reclamation may include requirements
to:
control dispersion of potentially deleterious effluents;
  and
  reasonably re-establish pre-disturbance land forms and
  vegetation.

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In order to carry out reclamation
obligations imposed on us in connection with our potential development
activities, we must allocate financial resources that might otherwise be spent
on further exploration and development programs. We have set up a provision for
our reclamation obligations at the Borealis Property, but this provision may not
be adequate. If we are required to carry out unanticipated reclamation work, our
financial position could be adversely affected.
We may experience difficulty attracting and retaining
qualified management to meet the needs of our anticipated growth, and the
failure to manage our growth effectively could have a material adverse effect on
our business and financial condition.

We are dependent on the services of
key executives including Tony Ker, CEO, Allen Gordon, President & COO, Albert
Matter, Chairman, Michael Longinotti, CFO, Steve Craig, VP Exploration, and
other highly skilled and experienced executives and personnel focused on
bringing our Borealis Property into production and managing our interests and
on-going exploration programs on our other properties. Our management is also
responsible for the identification of new opportunities for growth and funding.
Due to our relatively small size, the loss of these persons or our inability to
attract and retain additional highly skilled employees required for our
development activities may have a material adverse effect on our business or
future operations. The failure to hire qualified people for these positions
could adversely affect planned operations of the Borealis Property. We do not
maintain key-man life insurance on any of our key management employees.

Increased competition could adversely affect our ability to
attract necessary capital funding or acquire suitable producing properties or
prospects for mineral exploration in the future.

The mining industry is intensely
competitive. Significant competition exists for the acquisition of properties
producing, or capable of producing, gold or other metals. We may be at a
competitive disadvantage in acquiring additional mining properties because we
must compete with other individuals and companies, many of which have greater
financial resources, operational experience and technical capabilities than us.
We may also encounter increasing competition from other mining companies in our
efforts to hire experienced mining professionals. Competition for exploration
resources at all levels is currently very intense, particularly affecting the
availability of manpower, drill rigs, mining equipment and production equipment.
Increased competition could adversely affect our ability to attract necessary
capital funding or acquire suitable producing properties or prospects for
mineral exploration in the future.

We compete with larger, better capitalized competitors in the
mining industry.

The mining industry is competitive in
all of its phases, including financing, technical resources, personnel and
property acquisition. It requires significant capital, technical resources,
personnel and operational experience to effectively compete in the mining
industry. Because of the high costs associated with exploration, the expertise
required to analyze a project's potential and the capital required to develop a
mine, larger companies with significant resources may have a competitive
advantage over us. We face strong competition from other mining companies, some
with greater financial resources, operational experience and technical
capabilities than us. As a result of this competition, we may be unable to
maintain or acquire financing, personnel, technical resources or attractive
mining properties on terms we consider acceptable or at all.

Title to the Borealis Property may be subject to other
claims, which could affect our property rights and claims.

Although we believe we have exercised
commercially reasonable due diligence with respect to determining title to
properties we own or control and the claims that are subject to the Borealis
mining lease, there is no guarantee that title to such properties will not be
challenged or impugned. The Borealis Property may be subject to prior unrecorded
agreements or transfers or native land claims and title may be affected by
undetected defects. There may be valid challenges to the title of the Borealis
Property which, if successful, could impair development and/or operations. This
is particularly the case in respect of those portions of the Borealis Property
in which we hold our interest solely through a lease with the claim holders, as
such interest is substantially based on contract and has been subject to a
number of assignments (as opposed to a direct interest in the property).

All of the mineral rights to the
Borealis Property consist of "unpatented" mining claims created and maintained
in accordance with the U.S. General Mining Law. Unpatented mining claims are
unique property interests, and are generally considered to be subject to greater
title risk than other real property interests because the validity of unpatented
mining claims is often uncertain. This uncertainty arises, in part, out of the
complex federal and state laws and regulations under the U.S. General Mining
Law, including the requirement of a proper physical discovery of valuable
minerals within the boundaries of each claim and proper compliance with physical
staking requirements. Also, unpatented mining claims are always subject to
possible challenges by third parties or validity contests by the federal
government. The validity of an unpatented mining or millsite claim, in terms of
both its location and its maintenance, is dependent on strict compliance with a
complex body of U.S. federal and state statutory and decisional law. In
addition, there are few public records that definitively determine the issues of
validity and ownership of unpatented mining claims.

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There are differences in U.S. and Canadian practices for
reporting reserves and resources.

Our reserve and resource estimates
are not directly comparable to those made in filings subject to SEC reporting
and disclosure requirements, as we generally report reserves and resources in
accordance with Canadian practices. These practices are different from the
practices used to report reserve and resource estimates in reports and other
materials filed with the SEC. It is Canadian practice to report measured,
indicated and inferred resources, which are generally not permitted in
disclosure filed with the SEC. In the United States, mineralization may not be
classified as a ''reserve'' unless the determination has been made that the
mineralization could be economically and legally produced or extracted at the
time the reserve determination is made. United States investors are cautioned
not to assume that all or any part of measured or indicated resources will ever
be converted into reserves. Further, ''inferred resources'' have a great amount
of uncertainty as to their existence and as to whether they can be mined legally
or economically. Disclosure of ''contained ounces'' is permitted disclosure
under Canadian regulations; however, the SEC only permits issuers to report
''resources'' as in place tonnage and grade without reference to unit measures.

Accordingly, information concerning
descriptions of mineralization, reserves and resources contained in this
prospectus, or in the documents incorporated herein by reference, may not be
comparable to information made public by other United States companies subject
to the reporting and disclosure requirements of the SEC.



Because mines have limited lives
based on proven and probable mineral reserves, we will have to continually
replace and expand our mineral reserves, if any, if and when the Borealis
Property produces gold and other base or precious metals. Our ability to
maintain or increase its annual production of gold and other base or precious
metals once the Borealis Property is restarted, if at all, will be dependent
almost entirely on its ability to bring new mines into production.

The Borealis Property has an
estimated nominal mine life of approximately ten years, which is based solely on
preliminary engineering studies and commodity price assumptions which may not be
correct. An increasing gold price or discovery of additional mineralized
material could have the effect of extending mine life; while a decreasing gold
price could shorten mine life.

We do not insure against all risks which we may be subject to
in our planned operations.

We currently maintain insurance to
insure against general commercial liability claims and losses of equipment. Our
insurance will not cover all the potential risks associated with a mining
company's operations. We may also be unable to maintain insurance to cover these
risks at economically feasible premiums. Insurance coverage may not continue to
be available or may not be adequate to cover any resulting liability. Moreover,
we expect that insurance against risks such as environmental pollution or other
hazards as a result of exploration and production may be prohibitively expensive
to obtain for a company of our size and financial means. We might also become
subject to liability for pollution or other hazards which may not be insured
against or which we may elect not to insure against because of premium costs or
other reasons. Losses from these events may cause us to incur significant costs
that could negatively affect our financial condition and ability to fund our
activities on the Borealis Property. A significant loss could force us to
terminate our operations.

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Our directors and officers may have conflicts of interest as a result of
their relationships with other companies.

Certain of the directors and officers
of Gryphon Gold have served as officers and directors for other companies
engaged in natural resource exploration and development and may also serve as
directors and/or officers of other companies involved in natural resource
exploration and development. For example, Richard Hughes is President of
Klondike Gold Corp. and a director of Alamos Gold Inc. Consequently, there is a
possibility that our directors and/or officers may be in a position of conflict
in the future.

New legislation, including the Sarbanes-Oxley Act of 2002,
may make it difficult for us to retain or attract officers and directors.

We may be unable to attract and
retain qualified officers, directors and members of board committees required to
provide for our effective management as a result of the recent and currently
proposed changes in the rules and regulations which govern publicly-held
companies. Sarbanes-Oxley Act of 2002 has resulted in a series of rules and
regulations by the Securities and Exchange Commission that increase
responsibilities and liabilities of directors and executive officers. We are a
small company with a very limited operating history and no revenues or profits,
which may influence the decisions of potential candidates we may recruit as
directors or officers. The perceived increased personal risk associated with
these recent changes may deter qualified individuals from accepting these roles.

While we believe we have adequate internal control over
financial reporting, we will be required to evaluate our internal controls under
Section 404 of the Sarbanes-Oxley Act of 2002, and any adverse results from such
evaluation could result in a loss of investor confidence in our financial
reports and have an adverse effect on the price of our shares of common stock.

Pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, we expect that beginning with our annual report on
Form 10-KSB for the fiscal year ended March 31, 2009, we will be required to
furnish a report by management on our internal controls over financial
reporting. Such report will contain, among other matters, an assessment of the
effectiveness of our internal control over financial reporting, including a
statement as to whether or not our internal control over financial reporting is
effective. This assessment must include disclosure of any material weaknesses in
our internal control over financial reporting identified by our management. Such
report must also contain a statement that our auditors have issued an
attestation report on our management's assessment of such internal controls.
Public Company Accounting Oversight Board Auditing Standard No. 2 provides the
professional standards and related performance guidance for auditors to attest
to, and report on, our management's assessment of the effectiveness of internal
control over financial reporting under Section 404.

While we believe our internal control
over financial reporting is effective, we are still compiling the system and
processing documentation and performing the evaluation needed to comply with
Section 404, which is both costly and challenging. We cannot be certain that we
will be able to complete our evaluation, testing and any required remediation in
a timely fashion. During the evaluation and testing process, if we identify one
or more material weaknesses in our internal control over financial reporting, we
will be unable to assert that such internal control is effective. If we are
unable to assert that our internal control over financial reporting is effective
as of March 31, 2009 (or if our auditors are unable to attest that our
management's report is fairly stated or they are unable to express an opinion on
the effectiveness of our internal controls), we could lose investor confidence
in the accuracy and completeness of our financial reports, which would have a
material adverse effect on our stock price.

Failure to comply with the new rules
may make it more difficult for us to obtain certain types of insurance,
including director and officer liability insurance, and we may be forced to
accept reduced policy limits and coverage and/or incur substantially higher
costs to obtain the same or similar coverage. The impact of these events could
also make it more difficult for us to attract and retain qualified persons to
serve on our board of directors, on committees of our board of directors, or as
executive officers.

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