An investment in the shares of Kirrin Resources Inc. ('Kirrin' or 'the Company') involves certain risks. Prospective investors should carefully consider, in particular, the following risks, which list is not exhaustive:

Investors should consider the early stage of the Kirrin's development and the fact that its success will largely depend on the expertise of management in pursuing its business opportunities. There can be no assurance that the business of the Company will be operated successfully.

As a company active in acquisition and exploration within the mineral resource industry, Kirrin is exposed to a number of risks, including the financial risks associated with the fact that it has no operating cash flow and must access the capital markets to finance its activities.

Exploration is a capital intensive business activity, typically with long lead times between the dates exploration expenses are incurred and the time the exploration company can derive a profit from such investments. As a consequence, junior exploration companies such as Kirrin are reliant upon accessing the equity markets, as they are not generally in a position to generate cash flow internally. Share prices of companies in the junior exploration sector can be volatile and, at times, there may be a lack of liquidity, particularly if trading volumes decrease to low levels.

There can be no assurances that Kirrin will continue to be able to successfully access the capital markets for the funding necessary to acquire and evaluate exploration properties and to carry out its desired exploration programs. This may result in Kirrin's interest in a project being diluted, or even terminated, as a result of not being able to fund its share of exploration expenditures on the project.

Kirrin does not anticipate paying dividends in the foreseeable future.

Kirrin is involved in uranium exploration, which is a highly speculative business and involves substantial risks, even when conducted on properties in regions known to host significant quantities of uranium.

There is intense competition to acquire and maintain exploration rights to uranium exploration properties. In this regard, Kirrin competes with other companies, many of which possess greater technical and financial resources than itself. Even if it acquires desirable properties, there can be no assurances that Kirrin will be able to successfully defend and maintain its mineral rights, or execute its budgeted exploration programs on its proposed schedules and within its cost estimates, whether due to weather conditions in the areas where it operates, changes in environmental regulations and other permitting restrictions, or other factors related to exploring in areas that typically lack infrastructure and where essential supplies and services may not be readily available.

Ultimately, even if uranium deposits are discovered by Kirrin, the economic benefits from the development of any potential projects may be affected by industry, government or regulatory factors beyond the capacity of Kirrin to anticipate and control.

Kirrin's exploration projects are generally located in remote areas which are lacking in infrastructure, such as roads and nearby sources of goods and services. Exploration activities on such projects are particularly vulnerable to delays and additional costs arising from adverse weather conditions.

As a junior exploration company, Kirrin is very reliant upon its existing Management. If the services of such personnel were withdrawn for any reason, this could have a material adverse effect on the Company's ability to execute its exploration programs, pending the recruitment of replacement personnel.

Certain directors and officers of the Company are directors and/or officers of, or are otherwise associated with, other natural resource companies that acquire interests in mineral properties (see 'Directors and Officers'). Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law, however, to act honestly and in good faith with a view to the best interests of the Company and its shareholders and to disclose any personal interests which they may have in any material transaction which is proposed to be entered into with the Company and to abstain from voting as a director for the approval of any such transaction.

While Kirrin will take all necessary precautions to prevent discharges of pollutants into the ground, water and the environment and even though the Company maintains appropriate liability insurance and property damage insurance in connection with its business, the Company may become subject to liability for hazards that cannot be insured against or against which the Company may choose not to insure because of high premium costs or for other reasons. Insurance against environmental risks is not generally available to the Company or to other companies in the mining industry. Should such liabilities arise, they could result in a decline in value of the securities of the Company.

The uranium industry, in common with many others, has been adversely impacted by the global credit crisis and resultant economic slowdown. These problems are making it difficult for companies in the junior mining sector to obtain financing. It is not known how long such conditions will persist.

None of the properties in which Kirrin has an interest contain mineral reserves at the present time. Ultimately, the economics of potential projects may be affected by many factors beyond the capacity of Kirrin to anticipate and control, such as the ability to market uranium under profitable conditions, government regulations relating to health, safety and the environment, the scale and scope of royalties and taxes on production.

The affects of global warming on Canada are expected to be significant, especially so in the northern latitudes. This, in association with existing weather risks, may influence exploration costs. For example, to the extent an increased portion of materials for exploration must be moved using air transport because ice roads are unreliable, costs will be significantly higher.

Kirrin's exploration activities require permits from various government agencies charged with administering laws and regulations governing exploration, labour standards, occupational health and safety, control of toxic substances, waste disposal, land use, environmental protection and other matters. Failure to comply with laws, regulations and permit conditions could result in fines and/or stop work orders, costs for conducting remedial actions and other expenses. In addition, legislated changes to existing laws and regulations could result in significant additional costs to comply with the revised terms and could also result in delays in executing planned programs pending compliance with those terms.