SUBSCRIPTION
      AGREEMENT FOR FLOW-THROUGH SHARES

    


    APOLLO
      GOLD CORPORATION

    


    THE
      FLOW-THROUGH SHARES BEING OFFERED FOR SALE MAY ONLY BE 

    PURCHASED
      BY RESIDENTS OF ONTARIO, BRITISH COLUMBIA AND ALBERTA,

    IN
      EACH CASE PURSUANT TO AVAILABLE EXEMPTIONS UNDER 

    APPLICABLE
      SECURITIES LEGISLATION

     

    
      	
              IMPORTANT

               

              The
                following items in this Subscription Agreement have been completed
                (please
                initial each applicable box):

            
	 
	
              All
                Purchasers

            
	 	 	 
	 	
               o

            	
              All
                Purchaser Information in the boxes on page
                2.

            
	 	 	 
	 	
               o

            	
              Certificate
                (for Accredited Investors Resident in Canada) attached as Schedule
                A on
                pages 22-27.

            
	 	 	 
	 	
               o

            	
              Registration
                Rights Agreement attached as Schedule C on pages
                31-49

            


    

     

    A
      completed and originally executed copy of this Subscription Agreement, including
      the items required to be completed as set out above, must be delivered, by
      no
      later than 1:00 p.m. (Vancouver time) on October 24, 2007, to Haywood
      Securities Inc.
      at
      Suite 2000 - 400 Burrard Street, Vancouver, B.C. V6C 3A6, Attention: Lila
      McLean (Tel: 604-697-7113, Facsimile: 604-697-7498).


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    APOLLO
      GOLD CORPORATION

    SUBSCRIPTION
      AGREEMENT FOR FLOW-THROUGH SHARES

     

    TO:  APOLLO
      GOLD CORPORATION

     

    AND
      TO: HAYWOOD
      SECURITIES INC. (THE
      "UNDERWRITER")

     

    The
      undersigned (the "Subscriber")
      hereby
      irrevocably subscribes for and offers to purchase from Apollo Gold Corporation
      (the "Corporation")
      that
      number of Flow-Through Shares (as hereinafter defined) specified below at a
      price of $0.55 per Flow-Through Share. The Subscriber agrees to be bound by
      the
      terms and conditions set forth in the attached "Terms and Conditions of
      Subscription for Flow-Through Shares" and acknowledges that the Corporation
      and
      the Underwriter, and their respective counsel, are relying upon the
      representations, warranties and covenants of the Subscriber set forth therein
      and in the schedules thereto. The purchase and sale of the Flow-Through Shares
      hereunder forms part of a larger offering of up to 7,454,545 Flow-Through Shares
      (the "Offering")
      consisting of (i) 4,600,000 Flow-Through Shares which the Underwriter has agreed
      to purchase or arrange substitute purchasers for (the "Bought
      Deal Offering");
      and
      (ii) up
      to
      2,854,545 Flow-Through Shares (the "Best
      Efforts Offering")
      for
      which the Underwriter has agreed to act as agent on a best efforts private
      placement basis.

     

    SUBSCRIPTION
      AND SUBSCRIBER INFORMATION

     

    Please
      print ALL
      information (other than signatures), as applicable, in the space provided below
      

     

    
      	
              (Name
                of Subscriber): _________________________________

            	 	
              Number
                of Flow-Through Shares: ___________ x
                $0.55

            
	 	 	 
	
              Account
                Reference (if applicable): _______________________

            	 	
              =

            
	 	 	
              Aggregate
                Subscription Price: _____________________

            
	
              By:
                 

            	 	
              (the
                "Subscription
                Price")

            
	
              
                

              

              Authorized
                Signature

            	 	 
	 	 	 
	 	 	 
	
              (Official
                Capacity or Title - if the Subscriber is not an
                individual)

            	 	
              If
                the Subscriber is signing as agent for a principal (beneficial purchaser)
                and is not purchasing as trustee or agent for accounts fully managed
                by
                it, complete the following:

            
	
              (Name
                of individual whose signature appears above if different than the
                name of
                the subscriber printed above.)

               

            	 	
              (Name
                of Principal)

            
	
              (Subscriber’s
                Address, including Municipality and Province)

            	 	
              (Principal’s
                Address)

            
	 	 	 
	
              S.I.N.
                or Taxation Account of Subscriber

            	 	
            
	 	 	 
	
              (Telephone
                Number) 

            	
              (Email
                Address)

            	 	 
	 	 	 
	 	 	 
	
              Account
                Registration Information:

            	 	
              Delivery
                Instructions as set forth below:

            
	
               

            	 	 
	
              (Name)

            	 	
              (Name)

               

            
	 	 	
              (Account
                Reference, if applicable)

            
	
              (Address,
                including Postal Code)

               

            	 	
              (Address,
                including Postal Code)

            
	
              (Account
                Reference, if applicable)

            	 	
              (Contact
                Name) (Telephone
                Number)

            
	
              Number
                and kind of securities of the Corporation held, directly or indirectly,
                if
                any:

            	 	
              1.
                State whether Subscriber is an Insider (as such term is hereinafter
                defined) of the Corporation:

            
	 	 	 
	
               

            	
               

            	
              Yes
                  ̈ 

            	
              No  ̈

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

              INSTRUCTIONS
                FOR SUBSCRIBERS

               

              The
                Subscriber must:

               

              (1) Read
                this Subscription Agreement;

               

              (2) Complete
                and execute the face page of this Subscription
                Agreement;

               

              (3) Read
                and complete the Certificate set out in Schedule
“A”;

               

              (4) Read
                and complete the Registration Rights Agreement set out in Schedule
                “C”;

               

              (5) Make
                payment for the Subscribed Shares as required by the Terms and Conditions;
                and

               

              (6) Deliver
                the signed documents as required by the Terms and
                Conditions.

            


    

     

    *
      * * * *

     

    ACCEPTANCE:
      The
      Corporation hereby (i) accepts the above subscription subject to the terms
      and
      conditions contained in this Subscription Agreement; (ii) represents and
      warrants to the Subscriber that the representations and warranties made by
      the
      Corporation to the Underwriter in the Underwriting/Agency Agreement (as defined
      herein), which are incorporated by reference in this Subscription Agreement,
      are
      true and correct as of the date of the Underwriting/Agency Agreement (except
      as
      waived by the Underwriter); and (iii) agrees that the Subscriber is entitled
      to
      rely, subject to the limitations and other terms of the Underwriting/Agency
      Agreement, on the representations and warranties made by the Corporation to
      the
      Underwriter (except as waived by the Underwriter) and on the covenants made
      by
      the Corporation (except as waived or modified by the Underwriter) in the
      Underwriting/Agency Agreement, each of which are incorporated by reference
      in
      this Subscription Agreement.

     

    
      	
              APOLLO
                GOLD CORPORATION

            	 
	 	 
	
              Per:
                

            	
              Date:

            
	
              
                

              

            	
              
                

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR

    FLOW-THROUGH
      SHARES

     

    ARTICLE
      1 INTERPRETATION

     

    1.1 Definitions

     

    Whenever
      used in this Subscription Agreement, unless there is something in the subject
      matter or context inconsistent therewith, the following words and phrases shall
      have the respective meanings ascribed to them as follows:

     

    "affiliate"
      shall
      have the meaning ascribed to such term in the Securities
      Act
      (Ontario).

     

    "AMEX"
      means
      the American Stock Exchange.

     

    "AMEX
      Approval"
      means
      the approval of the listing of up to 7,454,545 Flow-Through Shares to be sold
      in
      the Offering.

     

    "Best-Efforts
      Offering"
      shall
      have the meaning ascribed to such term on the face page of this Subscription
      Agreement.

     

    "Bought-Deal
      Offering"
      shall
      have the meaning ascribed to such term on the face page of this Subscription
      Agreement.

     

    "Business
      Day"
      means a
      day other than a Saturday, Sunday or any other day on which the principal
      chartered banks located in Toronto are not open for business.

     

    "Canadian
      Exploration Expense"
      or
      "CEE"
      means
      Canadian exploration expense as described in paragraph (f) of the definition
      of
“Canadian
      exploration expense”
in
      subsection 66.1(6) of the Tax Act or that would be described in paragraph (h)
      of
      such definition if the reference therein to “paragraphs (a) to (d) and (f) to
      (g.1)” were a reference to paragraph (f), excluding expenses that are
“Canadian
      exploration and development overhead expenses”
(as
      defined in the regulations to the Tax Act for
      purposes of paragraph 66(12.6)(b) of the Tax Act) of the Corporation or amounts
      which constitute specified expenses for seismic data described in paragraph
      66(12.6)(b.1) of the Tax Act or
      any
      expenses for prepaid services or rent that do not qualify as outlays and
      expenses for the period as described in the definition of “expense”
in
      subsection 66(15).

     

    "Closing"
      shall
      have the meaning ascribed to such term in Section 4.1.

     

    "Closing
      Date"
      shall
      have the meaning ascribed to such term in Section 4.1.

     

    "Closing
      Time"
      shall
      have the meaning ascribed to such term in Section 4.1.

     

    "Common
      Shares"
      means
      common shares in the capital of the Corporation.

     

    "Compensation
      Options"
      has the
      meaning ascribed in Section 8.1.

     

    "Control
      Person"
      means a
      person, company or combination of persons or companies described in clause
      (c)
      of the definition of "distribution" in subsection 1(1) of the Securities
      Act
      (Ontario).

     

    "Corporation"
      means
      Apollo Gold Corporation and includes any successor corporation to or of the
      Corporation.

     

    "distribution"
      shall
      have the meaning ascribed to such term in the Securities
      Act
      (Ontario).

     

    "Flow-Through
      Shares"
      means
      Common Shares in the capital of the Corporation being issued which qualify
      as
      "flow-through shares" as defined in subsection 66(15) of the Tax
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Insider"
      shall
      have the meaning ascribed to such term in the Securities
      Act
      (Ontario).

     

    "Offering"
      means
      the offering of up to 7,454,545 Flow-Through Shares, consisting of the Bought
      Deal Offering of 4,600,000 Flow-Through Shares and the Best Efforts Offering
      of
      up to 2,854,545 Flow-Through Shares pursuant to the Underwriting/Agency
      Agreement, as defined on page 1 of this Subscription Agreement.

     

    "Person"
      means
      any individual (whether acting as an executor, trustee, administrator, legal
      representative or otherwise), corporation, firm, partnership, sole
      proprietorship, syndicate, joint venture, trustee, trust, unincorporated
      organization or association, and pronouns have a similar extended
      meaning.

     

    "Prescribed
      Forms"
      means
      the forms prescribed from time to time under subsection 66(12.7) of the Tax
      Act
      filed or to be filed by the Corporation within the prescribed times renouncing
      to the Subscriber the Resource Expenses incurred pursuant to this Subscription
      Agreement and all parts or copies of such forms required by Revenue Canada
      to be
      delivered to the Subscriber. 

     

    "Prescribed
      Relationship"
      means a
      relationship between the Corporation and the Subscriber (including any
      beneficial purchaser for whom the Subscriber acts) as described in subsection
      66(12.671) of the Tax Act, or where the Subscriber and the Corporation are
      related or otherwise do not deal at arm’s length for purposes of the Tax
      Act.

     

    "Proposed
      Amendments"
      means
      the draft legislation to amend the Tax Act and regulations thereto released
      by
      the Minister of Finance (Canada) on December 20, 2002 and November 9,
      2006.

     

    "Public
      Record"
      means,
      without limitation, the prospectuses, annual information forms, annual and
      quarterly reports, offering memoranda, material change reports, press releases
      and any other documents or reports filed by the Corporation with Securities
      Commissions during the 24 months preceding the date hereof and which is
      available on SEDAR.

     

    "Registration
      Rights Agreement"
      means
      the Registration Rights Agreement attached hereto as Schedule “C.”

     

    "Registration
      Statement"
      means
      the registration statement that the Corporation agrees to file with the SEC
      pursuant to the Registration Rights Agreement to register the Flow-Through
      Shares for resale pursuant to the terms of the Registration Rights
      Agreement.

     

    "Resource
      Expense"
      means
      an expense which is CEE, which is incurred on or after the Closing Date and
      on
      or before the Termination Date, which may be renounced by the Corporation as
      CEE
      pursuant to subsection 66(12.6) of the Tax Act in accordance with subsection
      66(12.66) of the Tax Act with an effective date not later than December 31,
      2007
      and in respect of which, but for the renunciation, the Corporation would be
      entitled to a deduction in computing income for the purposes of the Tax
      Act.

     

    "Revenue
      Canada"
      means
      the Canada Revenue Agency. 

     

    "Rights
      Agreement"
      means
      the shareholders rights plan agreement dated as of the 17th
      day of
January,
      2007 between
      the Corporation and CIBC Mellon Trust Company, as rights agent.

     

    "SEC"
      means
      the United States Securities and Exchange Commission.

     

    "Securities
      Laws"
      means,
      in respect of the Offering, the securities laws, regulations and exchange rules
      having application thereto and the rules, policies, notices and orders issued
      by
      the SEC and the Securities Regulators having application thereto.

     

    "Securities
      Regulators" means
      the
      securities commissions or other securities regulatory authorities of the United
      States and all the Selling Jurisdictions or the relevant Selling Jurisdiction
      as
      the context requires.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "SEDAR" means
      the
      computer system for the transmission, receipt, acceptance, review and
      dissemination of documents filed in electronic format known as the System for
      Electronic Document Analysis and Retrieval, which is available online at
      www.sedar.com

     

    "Selling
      Jurisdictions"
      means
      the provinces of British Columbia, Alberta and Ontario and/or in other Canadian
      jurisdictions agreed to by the Corporation and the Underwriter in which the
      Subscribers are resident.

     

    "Subscriber"
      means
      the subscriber for Flow-Through Shares as set out on the face page of this
      Subscription Agreement or, in the case of a subscription for a beneficial owner,
      the beneficial owner.

     

    "Subscribed
      Shares"
      means
      the number of Flow-Through Shares set out on the face page of this Subscription
      Agreement.

     

    "Subscription
      Agreement"
      means
      this subscription agreement (including any schedules hereto) and any instrument
      amending this Subscription Agreement; "hereof",
      "hereto",
      "hereunder",
      "herein"
      and
      similar expressions mean and refer to this Subscription Agreement and not to
      a
      particular Article or Section; and the expression "Article"
      or
      "Section"
      followed by a number means and refers to the specified Article or Section of
      this Subscription Agreement.

     

    "Subscription
      Price"
      shall
      have the meaning ascribed to such term on the face page of this Subscription
      Agreement. 

     

    "Tax
      Act"
      means
      the Income
      Tax Act
      (Canada), as amended, re-enacted or replaced from time to time.

     

    "Term
      Sheet"
      means
      the term sheet delivered to potential purchasers of Flow-Through Shares, a
      copy
      of which is attached hereto as Schedule "B".

     

    "Termination
      Date"
      means
      December 31, 2008.

     

    "TSX"
      means
      the Toronto Stock Exchange.

     

    "TSX
      Approval"
      means
      the conditional approval of the Offering by the TSX.

     

    "Underwriter"
      means
      Haywood Securities Inc. 

     

    "Underwriting/Agency
      Agreement"
      means
      the underwriting/agency agreement to be entered into between the Underwriter
      and
      the Corporation in respect of the Offering.

     

    "United
      States"
      means
      the United States of America, its territories and possessions, any State of
      the
      United States and the District of Columbia.

     

    "U.S.
      Person"
      shall
      have the meaning ascribed to such term in Rule 902(k) of Regulation S under
      the
U.S.
      Securities Act.

     

    "U.S.
      Securities Act"
      means
      the United
      States Securities Act
      of 1933,
      as amended.

     

    1.2 Gender
      and Number

     

    Words
      importing the singular number only shall include the plural and vice versa,
      words importing the masculine gender shall include the feminine gender and
      words
      importing persons shall include firms and corporations and vice
      versa.

     

    1.3 Currency

     

    Unless
      otherwise specified, all dollar amounts in this Subscription Agreement,
      including the symbol "$", are expressed in Canadian dollars.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1.4 Subdivisions,
      Headings and Table of Contents

     

    The
      division of this Subscription Agreement into Articles, Sections, Schedules
      and
      other subdivisions, the inclusion of headings and the provision of a table
      of
      contents are for convenience of reference only and shall not affect the
      construction or interpretation of this Subscription Agreement. The headings
      in
      this Subscription Agreement are not intended to be full or precise descriptions
      of the text to which they refer. Unless something in the subject matter or
      context is inconsistent therewith, references herein to an Article, Section,
      Subsection, paragraph, clause or Schedule are to the applicable article,
      section, subsection, paragraph, clause or schedule of this Subscription
      Agreement.

     

    ARTICLE
      2 SCHEDULES

     

    2.1 Description
      of Schedules

     

    The
      following are the Schedules attached to and incorporated in this Subscription
      Agreement by reference and deemed to be a part hereof:

     

    
      	
              Schedule
                "A"

            	
              -
                

            	
              Certificate
                of Accredited Investor

            
	 	 	 
	
              Schedule
                "B"

            	
              -

            	
              Term
                Sheet

            
	 	 	 
	
              Schedule
                'C"

            	 	
              Registration
                Rights Agreement

            


    

     

    ARTICLE
      3 SUBSCRIPTION
      AND DESCRIPTION OF FLOW-THROUGH SHARES

     

    3.1 Subscription
      for Flow-Through Shares

     

    The
      Subscriber hereby confirms its irrevocable subscription for and offer to
      purchase the Subscribed Shares from the Corporation, and hereby tenders the
      Subscription Price, which, upon acceptance by the Corporation, will constitute
      a
      binding agreement of the Subscriber with the Corporation to purchase from the
      Corporation, and, on the part of the Corporation, to sell to the Subscriber,
      the
      Subscribed Shares, on and subject to the terms and conditions set out in this
      Subscription Agreement, for the Subscription Price which is payable as described
      in Article 4 hereto.

     

    In
      accordance with the Underwriting/Agency Agreement, and subject to the terms
      and
      conditions contained in this Subscription Agreement, upon acceptance by the
      Corporation of this subscription (in whole or in part) the Subscriber will
      be
      obliged to purchase from the Corporation the number of Subscribed Shares in
      respect of which this subscription has been accepted, which will be in
      substitution of the Underwriter’s obligation to purchase such Subscribed Shares.
      The Subscriber acknowledges and agrees that no consideration is being paid
      hereunder in respect of any rights issuable under the Rights Plan.

     

    3.2 Description
      of Flow-Through Shares

     

    Upon
      issue, the Flow-Through Shares will be "flow-through shares" as defined in
      subsection 66(15) of the Tax Act and are not and will not be "prescribed shares"
      within the meaning of section 6202.1 of the regulations to the Tax Act. The
      Corporation agrees to:

     

    (a) incur
      Resource Expenses in an amount equal to the Subscription Price during the period
      from and after the Closing Date to and including the Termination Date;
      and

     

    (b) renounce
      Resource Expenses equal to the Subscription Price to the Subscriber with an
      effective date of renunciation no later than December 31, 2007.

     

    3.3 Acceptance
      and Rejection of Subscription by the Corporation

     

    The
      Corporation shall forward to the Subscriber confirmation of acceptance or
      rejection (in whole or in part) of this Subscription Agreement promptly after
      the acceptance or rejection of this Subscription Agreement by the Corporation.
      The Subscriber acknowledges and agrees that, notwithstanding Section 3.1 above,
      the Corporation reserves the right, in its absolute discretion, to reject this
      subscription for Flow-Through Shares, in whole or in part, at any time prior
      to
      the Closing Time. If this subscription is rejected in whole, any cheques or
      other forms of payment delivered to the Underwriter on account of the
      Subscription Price will be promptly returned to the Subscriber without interest
      or deduction. If this subscription is accepted only in part, a cheque
      representing any refund of the Subscription Price for that portion of the
      subscription for Flow-Through Shares which is not accepted will be promptly
      delivered to the Subscriber without interest or deduction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.4 Payment

     

    The
      Subscriber shall deliver the aggregate amount payable in respect of the
      Subscribed Shares to the Underwriter at or before the Closing Time on the
      Closing Date by certified cheque or bank draft drawn on a Canadian chartered
      bank or trust company in immediately available and freely transferable Canadian
      funds and payable to “Haywood Securities Inc.” as agent for the
      Corporation.

     

    3.5 U.S.
      Securities Matters

     

    The
      Flow-Through Shares are being offered and sold in reliance on the exemption
      from
      registration contained in Regulation S of the U.S. Securities Act. Following
      the
      Closing, the Corporation has agreed to register the resale of the Flow-Through
      Shares under the U.S. Securities Act pursuant to the Registration Rights
      Agreement.

     

    ARTICLE
      4 CLOSING

     

    4.1 Closing

     

    Delivery
      and sale of the Subscribed Shares and payment of the Subscription Price will
      be
      completed (the "Closing")
      at the
      offices of the Corporation’s counsel, at 1:00 p.m. (Toronto time) (the
      "Closing
      Time")
      on
      October 31, 2007 or such other place or date or time as the Corporation and
      the
      Underwriter may mutually agree (the "Closing
      Date").
      Subject to Section 3.3, if, prior to the Closing Time, the terms and conditions
      contained in this Subscription Agreement and the Underwriting/Agency Agreement
      have been complied with to the satisfaction of the Underwriter, or waived by
      the
      Underwriter, the Underwriter shall deliver to the Corporation completed
      Subscription Agreements from the Subscribers (or, if the Underwriter does not
      have substituted purchasers for any portion of the Bought-Deal Offering, from
      the Underwriter) and payment of the Subscription Price against delivery by
      the
      Corporation of a certificate representing the Subscribed Shares and such other
      documentation as may be required pursuant to the Subscription Agreement and
      the
      Underwriting/Agency Agreement.

     

    If,
      prior
      to the Closing Time, the terms and conditions contained in this Subscription
      Agreement (other than delivery by the Corporation to the Subscriber of a
      certificate representing the Subscribed Shares) and the Underwriting/Agency
      Agreement have not been complied with to the satisfaction of the Underwriter,
      or
      waived by it, the Underwriter, the Corporation and the Subscriber will have
      no
      further obligations under this Subscription Agreement.

     

    4.2 Conditions
      of Closing

     

    The
      completion of the Offering is conditional upon, among other things, the
      Corporation obtaining TSX Approval and AMEX Approval prior to the Closing Date
      and satisfactory due diligence by the Underwriter in respect of the business
      and
      affairs of the Corporation.

     

    The
      Subscriber acknowledges and agrees that as the sale of the Flow-Through Shares
      will not be qualified by a prospectus in Canada, such sale and issuance is
      subject to the condition that the Subscriber return to the Corporation and/or
      the Underwriter all documentation required by the Securities Laws. The
      Subscriber acknowledges and agrees that the Underwriter and/or the Corporation
      may provide the Securities Regulators and tax authorities with a list setting
      forth the identities of the beneficial purchasers of the Flow-Through Shares.
      Notwithstanding that the Subscriber may be purchasing Flow-Through Shares as
      agent on behalf of an undisclosed principal, the Subscriber agrees to provide,
      on request, particulars as to the identity of such undisclosed principal as
      may
      be required by the Corporation in order to comply with the
      foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Subscriber acknowledges and agrees that the obligations of the Corporation
      hereunder are conditional on the accuracy of the representations and warranties
      of the Subscriber contained in this Subscription Agreement as of the date of
      this Subscription Agreement, and as of the Closing Time as if made at and as
      of
      the Closing Time, and the fulfilment of the following additional conditions
      as
      soon as possible and in any event not later than the Closing Time:

     

    (a) unless
      other arrangements acceptable to the Underwriter have been made, payment by
      the
      Subscriber of the Subscription Price as set out in Section 3.4;

     

    (b) the
      Subscriber having properly completed, signed and delivered this Subscription
      Agreement to:

     

    
      	 	
              Haywood
                Securities Inc

              Brookfield
                Place, 181 Bay Street

              Suite
                2910, Box 808

              Toronto,
                Ontario

              M5J
                2T3

              Attention:
                Greg
                McKenzie

              Fax:
                (416) 507-2350

            


    

     

    (c) the
      Subscriber having properly completed, signed and delivered Schedule "A" hereto;
      and

     

    (d) the
      Subscriber having properly completed signed and delivered the Registration
      Rights Agreement attached hereto as Schedule "C".

     

    4.3 Authorization
      of the Underwriter

     

    The
      Subscriber irrevocably authorizes the Underwriter, in its discretion, to act
      as
      the Subscriber’s representative at the Closing, and hereby appoints the
      Underwriter, with full power of substitution, as its true and lawful attorney
      with full power and authority in the Subscriber’s place and stead:

     

    (a) to
      receive one or more certificates representing the Subscribed Shares, to execute
      in the Subscriber’s name and on its behalf all closing receipts and required
      documents, to complete and correct any errors or omissions in any form or
      document provided by the Subscriber in connection with the subscription for
      the
      Subscribed Shares and to exercise any rights of termination contained in the
      Underwriting/Agency Agreement;

     

    (b) to
      extend
      such time periods and to waive, in whole or in part, any representations,
      warranties, covenants or conditions for the Subscriber’s benefit contained in
      this Subscription Agreement and the Underwriting/Agency Agreement or any
      ancillary or related document; and

     

    (c) to
      terminate this Subscription Agreement if any condition precedent is not
      satisfied, in such manner and on such terms and conditions as the Underwriter
      in
      its sole discretion may determine.

     

    The
      Subscriber acknowledges and agrees that the Underwriter and the Corporation
      may
      vary, amend, alter or waive, in whole or in part, one or more of the terms
      to be
      set forth in the Underwriting/Agency Agreement in such manner and on such terms
      and conditions as they may determine, and that any such variation, amendment,
      alteration or waiver shall not affect in any way the obligations of the
      Subscriber or such others for whom the Subscriber is contracting
      hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      5 REPRESENTATIONS
      AND WARRANTIES OF THE CORPORATION

     

    5.1 Representations,
      Warranties and Covenants of the Corporation

     

    By
      execution of this Subscription Agreement, the Corporation hereby agrees with
      the
      Subscriber that the Subscriber shall have the benefit of the representations
      and
      warranties made by the Corporation below and to the Underwriter as set forth
      in
      the Underwriting/Agency Agreement, and acknowledges that the Subscriber is
      relying on such representations and warranties in connection with the
      transactions contemplated herein. Such representations and warranties shall
      continue in full force and effect for the benefit of the Subscriber in
      accordance with the Underwriting/Agency Agreement.

     

    The
      Corporation represents and warrants to, and covenants with, the Subscriber
      as
      follows:

     

    (a) Upon
      issue, the Flow-Through Shares will be "flow-through shares" as defined in
      subsection 66(15) of the Tax Act and the Proposed Amendments and are not and
      will not be "prescribed shares" within the meaning of section 6202.1 of the
      regulations to the Tax Act.

     

    (b) The
      Corporation is a "principal-business corporation" as defined in subsection
      66(15) of the Tax Act and will continue to be a "principal-business corporation"
      until such time as all of the Resource Expenses required to be renounced under
      this Subscription Agreement have been incurred and validly renounced pursuant
      to
      the Tax Act.

     

    (c) The
      Corporation has no reason to believe that it will be unable to: (i) incur,
      on or
      after the Closing Date and on or before the Termination Date, or (ii) renounce
      to the Subscriber effective on or before December 31, 2007, Resource Expenses
      in
      an aggregate amount equal to the Subscription Price, and the Corporation has
      no
      reason to expect any reduction of such amount by virtue of subsection 66(12.73)
      of the Tax Act.

     

    (d) The
      Corporation hereby agrees to incur Resource Expenses in an amount equal to
      the
      Subscription Price on or before the Termination Date in accordance with this
      Subscription Agreement and agrees to renounce to the Subscriber, on or before
      March 31, 2008 with an effective date no later than December 31, 2007, pursuant
      to subsections 66(12.6) and 66(12.66) of the Tax Act, Resource Expenses incurred
      or to be incurred on or before the Termination Date in an amount equal to the
      Subscription Price.

     

    (e) The
      Corporation shall deliver to the Subscriber, on or before February 15, 2008,
      the
      relevant Prescribed Forms, fully completed and executed, renouncing to the
      Subscriber, Resource Expenses in an amount equal to the Subscription Price
      with
      an effective date of no later than December 31, 2007, such delivery constituting
      the authorization of the Corporation to the Subscriber to file such Prescribed
      Forms with the relevant taxation authorities.

     

    (f) The
      Resource Expenses to be renounced by the Corporation to the Subscriber:


     

    (i) will
      constitute CEE on the effective date of the renunciation;

     

    (ii) will
      not
      include expenses that are "Canadian exploration and development overhead
      expenses" (as defined in the regulations to the Tax Act for purposes of
      paragraph 66(12.6)(b) of the Tax Act) of the Corporation, the amount of any
      assistance described in paragraph 66(12.6)(a) of the Tax Act, amounts which
      constitute specified expenses for seismic data described in paragraph
      66(12.6)(b.1) of the Tax Act or any expenses for prepaid services or rent that
      do not qualify as outlays and expenses for the period as described in the
      definition of "expense" in subsection 66(15) of the Tax Act;

     

    (iii) will
      not
      include any amount that has previously been renounced by the Corporation to
      the
      Subscriber or to any other Person; and

     

    (iv) would
      be
      deductible by the Corporation in computing its income for the purposes of Part
      I
      of the Tax Act but for the renunciation to the Subscriber.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) The
      Corporation shall not reduce the amount renounced to the Subscriber pursuant
      to
      subsection 66(12.6) of the Tax Act.

     

    (h) The
      Corporation shall not be subject to the provisions of subsection 66(12.67)
      of
      the Tax Act in a manner which impairs its ability to renounce Resource Expenses
      to the Subscriber in an amount equal to the Subscription Price.

     

    (i) The
      Corporation acknowledges that it is not now entitled to receive any assistance,
      as defined in the Tax Act, in respect of the Resource Expenses. If the
      Corporation receives, or becomes entitled to receive, any government assistance
      which is described in paragraph (a) of the definition of "excluded obligation"
      in subsection 6202.1(5) of the regulations made under the Tax Act and the
      receipt of or entitlement to receive such government assistance has or will
      have
      the effect of reducing the amount of CEE validly renounced to the Subscriber
      hereunder to less than the aggregate of the Subscription Price, the Corporation
      shall incur additional Resource Expenses on or before the time it renounces
      the
      Resource Expenses to the Subscriber pursuant to their Subscription Agreement
      in
      an amount sufficient to allow it to renounce to the Subscriber, the Subscription
      Price.

     

    (j) The
      Corporation shall use the gross proceeds of the Offering for general exploration
      activities on the Corporation’s properties and shall deliver to the Subscriber,
      on or before March 31, 2008, a list of the provinces, territories or other
      jurisdictions in Canada where the Corporation has incurred, or intends to incur,
      Resource Expenses together with the amount incurred in each such province,
      territory or other jurisdiction of Canada.

     

    (k) The
      Corporation shall file with Revenue Canada within the time prescribed by
      subsection 66(12.68) of the Tax Act (i) the forms prescribed for the purposes
      of
      such legislation, together with a copy of this Subscription Agreement and shall
      forthwith following such filings provide to the Subscriber a copy of such forms;
      and (ii) the form prescribed for purposes of subsection 66(12.7) of the Tax
      Act
      on or before the last day of the first month after each month in which any
      renunciation
      is
      made
      pursuant to the terms of this Subscription Agreement.

     

    (l) The
      Corporation will keep proper books, records and accounts in respect of all
      Resource Expenses and all transactions and events affecting the Subscription
      Price, the Resource Expenses and the amounts renounced to the Subscriber
      hereunder, and upon reasonable notice, will, on a timely basis, make such books,
      records, accounts and any other relevant documents available for inspection
      and
      audit by or on behalf of the Subscriber.

     

    (m) Neither
      the Corporation nor any corporation "associated" (as such term is defined in
      the
      Tax Act) with the Corporation is a party to any other agreement for the issuance
      of Flow-Through Shares for which the required expenditures have not been
      incurred.

     

    (n) The
      Corporation has not and will not enter into transactions or take deductions
      which would otherwise reduce its cumulative CEE to an extent which would
      preclude a renunciation of Resource Expenses hereunder in an amount equal to
      the
      Subscription Price on or before December 31, 2007.

     

    5.2 Indemnification

     

    If
      the
      Corporation does not incur and renounce to the Subscriber, effective on or
      before December 31, 2007, Resource Expenses equal to the Subscription Price,
      the
      Corporation shall indemnify and hold harmless the Subscriber and each of the
      partners thereof if the Subscriber is a partnership or a limited partnership
      (for the purposes of this paragraph, each an "Indemnified
      Person")
      as to,
      and pay in settlement thereof to the Indemnified Person on or before the
      twentieth Business Day following the Termination Date, as sole recourse to
      the
      Indemnified Person, an amount equal to the amount of any tax (within the meaning
      of paragraph (b) of the definition of "excluded obligation" in subsection
      6202.1(5) of the regulations to the Tax Act or paragraph (c) of that definition
      pursuant to the Proposed Amendments) payable under the Tax Act (and under any
      corresponding provincial legislation) by any Indemnified Person as a consequence
      of such failure. In the event that Revenue Canada (or any similar provincial
      tax
      authority) reduces the amount renounced by the Corporation to the Subscriber
      pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial
      legislation), the Corporation shall indemnify and hold harmless each Indemnified
      Person as to, and pay in settlement thereof to the Indemnified Person, as sole
      recourse to the Indemnified Person, an amount equal to the amount of any tax
      (within the meaning of paragraph (b) of the definition of "excluded obligation"
      in subsection 6202.1(5) of the regulations to the Tax Act or paragraph (c)
      of
      that definition pursuant to the Proposed Amendments) payable under the Tax
      Act
      (and under any corresponding provincial legislation) by the Indemnified Person
      as a consequence of such reduction. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    To
      the
      extent that any Person entitled to be indemnified hereunder is not a party
      to
      this Subscription Agreement, the Subscriber shall obtain and hold the rights
      and
      benefits of this Subscription Agreement in trust for, and on behalf of, such
      Person and such Person shall be entitled to enforce the provisions of this
      section notwithstanding that such Person is not a party to this Subscription
      Agreement.

     

    ARTICLE
      6 ACKNOWLEDGEMENTS,
      COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
      SUBSCRIBER

     

    6.1 Representations,
      Warranties and Covenants of the Subscriber

     

    The
      Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
      purchaser for whom it is acting, hereby represents and warrants to, and
      covenants with, the Corporation and the Underwriter as follows as at the date
      hereof and as at the Closing Time and acknowledges that the Corporation and
      the
      Underwriter, and their respective counsel, are relying on such representations
      and warranties in connection with the transactions contemplated
      herein:

     

    (a) The
      Subscriber and (if applicable) each beneficial purchaser for whom it is acting
      is resident or, if not an individual, has its head office, in the jurisdiction
      set out on the face page of this Subscription Agreement. The address set forth
      on the face page of this Subscription Agreement is the residence or place of
      business of the Subscriber, or the residence or place of business of any
      beneficial purchaser for whom the Subscriber is acting, and such address was
      not
      obtained or used solely for the purpose of acquiring Flow-Through Shares and
      the
      Subscriber and any beneficial purchaser was solicited to purchase Flow-Through
      Shares solely in such jurisdiction. The Subscriber and, if the Subscriber is
      a
      partnership, any partner or limited partner of the partnership, or if the
      Subscriber is a corporation or limited liability company, any director, manager
      or officer, does not have and will not have prior to the Termination Date a
      Prescribed Relationship with the Corporation. 

     

    (b) The
      Subscriber is not a “U.S. Person” (as that term is defined by Regulation S under
      the U.S. Securities Act, which definition includes, but is not limited to,
      an
      individual resident in the United States, an estate or trust of which any
      executor or administrator or trustee, respectively, is a U.S. Person and any
      partnership or company organized or incorporated under the laws of the United
      States (or any State thereof)) and is not acquiring the Flow-Through Shares
      for
      the account or benefit of a U.S. Person or a person in the United
      States.

     

    (c) The
      Flow-Through Shares have not been offered to the Subscriber in the United
      States, and the individuals making the order to purchase the Flow-Through Shares
      and executing and delivering this Agreement on behalf of the Subscriber were
      not
      in the United States when the order was placed and this Subscription Agreement
      was executed and delivered.

     

    (d) The
      Subscriber undertakes and agrees that it will not offer or sell the Flow-Through
      Shares in the United States unless such shares are registered under the U.S.
      Securities Act and the securities laws of all applicable states of the United
      States or an exemption from such registration requirements is available, and
      further that it will not resell the Flow-Through Shares except in accordance
      with the provisions of applicable securities legislation, regulations, rules,
      policies and orders and stock exchange rules.

     

    (e) The
      Subscriber will not engage in hedging transactions with regard to the
      Flow-Through Shares unless conducted in compliance with the U.S. Securities
      Act.

     

    (f) The
      Subscriber acknowledges that the Corporation and its transfer agent will refuse
      to register any transfer of any of the Flow-Through Shares not made in
      accordance with the provisions of Regulation S of the U.S. Securities Act,
      pursuant to an available exemption from registration under the U.S. Securities
      Act or under an effective registration statement under the U.S. Securities
      Act.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (g) The
      Subscriber, on its own behalf and (if applicable) on behalf of each beneficial
      purchaser for whom it is acting, represents, warrants and certifies as set
      out
      in Schedule "A" hereto and further certifies that the Subscriber and (if
      applicable) each such beneficial purchaser, as the case may be, falls into
      one
      or more of the categories of prospectus exempt purchasers listed in Schedule
      "A"
      hereto (as specified by the Subscriber in such Schedule).

     

    (h) The
      Subscriber has duly and properly completed, executed and delivered to the
      Corporation within applicable time periods, the certificate and form set forth
      in Schedule "A" hereto and the representations, warranties and certifications
      contained therein are true and correct as at the date hereof and will be true
      and correct at the Closing Time.

     

    (i) The
      execution and delivery of this Subscription Agreement, the performance and
      compliance with the terms hereof, the subscription for and purchase of the
      Subscribed Shares and the completion of the transactions described herein by
      the
      Subscriber will not result in any material breach of, or be in conflict with
      or
      constitute a material default under, or create a state of facts which, after
      notice or lapse of time, or both, would constitute a material default under
      any
      term or provision of the constating documents, by-laws or resolutions of the
      Subscriber or any beneficial purchaser for whom the Subscriber is acting, the
      Securities Laws or any other laws applicable to the Subscriber or any beneficial
      purchaser for whom the Subscriber is acting, any agreement to which the
      Subscriber or any beneficial purchaser for whom the Subscriber is acting is
      a
      party, or any judgment, decree, order, statute, rule or regulation applicable
      to
      the Subscriber or any beneficial purchaser for whom the Subscriber is acting
      

     

    (j) The
      Subscriber is subscribing for the Subscribed Shares as principal for its own
      account and not for the benefit of any other Person (within the meaning of
      applicable Securities Laws) and not with a view to the resale or distribution
      of
      all or any of the Subscribed Shares, or if it is not subscribing as principal,
      it acknowledges that the Corporation may be required by law to disclose to
      certain regulatory authorities the identity of each beneficial purchaser of
      the
      Subscribed Shares for whom it is acting and agrees to provide such
      information.

     

    (k) In
      the
      case of a subscription for the Subscribed Shares by the Subscriber acting as
      trustee or agent (including, for greater certainty, a portfolio manager or
      comparable adviser) for a principal, the Subscriber is duly and properly
      authorized to execute and deliver this Subscription Agreement and all other
      necessary documentation in connection with such subscription on behalf of such
      beneficial purchaser, who is subscribing as principal for its own account,
      not
      for the benefit of any other Person and not with a view to the resale or
      distribution of the Subscribed Shares, and this Subscription Agreement has
      been
      duly authorized, executed and delivered by or on behalf of and constitutes
      a
      legal, valid and binding agreement of such principal, enforceable in accordance
      with its terms against such principal, and the Subscriber acknowledges that
      the
      Corporation and/or the Underwriter may be required by law to disclose the
      identity of such beneficial purchaser for whom the Subscriber is acting and
      agrees to provide information as the Corporation and/or the Underwriter may
      be
      required to disclose. 

     

    (l) In
      the
      case of a subscription for the Subscribed Shares by the Subscriber acting as
      principal, this Subscription Agreement has been duly and properly authorized,
      executed and delivered by, and constitutes a legal, valid and binding agreement
      of, the Subscriber. This Subscription Agreement is enforceable in accordance
      with its terms against the Subscriber and (if applicable) any beneficial
      purchaser on whose behalf the Subscriber is acting.

     

    (m) If
      the
      Subscriber is:

     

    (i) a
      corporation, the Subscriber is duly incorporated and is validly subsisting
      under
      the laws of its jurisdiction of incorporation and has all requisite legal and
      corporate power and authority to execute and deliver this Subscription
      Agreement, to subscribe for the Subscribed Shares as contemplated herein and
      to
      observe and perform its obligations under the terms of this Subscription
      Agreement;

     

    (ii) a
      partnership, syndicate or other form of unincorporated organization, the
      Subscriber has the necessary legal capacity and authority to execute and deliver
      this Subscription Agreement on behalf of such organization and to observe and
      perform its covenants and obligations hereunder and has obtained all necessary
      approvals in respect thereof; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iii) an
      individual, the Subscriber is of the full age of majority and is legally
      competent to execute this Subscription Agreement and to observe and perform
      his
      or her covenants and obligations hereunder.

     

    (n) Other
      than the Underwriter (and any group of investment dealers managed by the
      Underwriter for the purposes of offering the Flow-Through Shares for sale),
      there is no person acting or purporting to act in connection with the
      transactions contemplated herein who is entitled to any brokerage or finder’s
      fee. If any person claims that any fee or other compensation is payable by
      the
      Corporation or the Underwriter in connection with this subscription for the
      Subscribed Shares, the Subscriber covenants to indemnify and hold harmless
      the
      Corporation and the Underwriter with respect thereto and with respect to all
      costs reasonably incurred in the defence thereof.

     

    (o) The
      Subscriber is not, with respect to the Corporation or any of its affiliates,
      a
      Control Person and will not become a Control Person by virtue of the purchase
      of
      the Subscribed Shares, and does not intend to act in concert with any other
      person to form a Control Person of the Corporation.

     

    (p) The
      Subscriber is not purchasing Flow-Through Shares with knowledge of any material
      fact or information concerning the Corporation which has not been generally
      disclosed to the public.

     

    (q) No
      person
      has made to the Subscriber any written or oral representations:

     

    (i) that
      any
      person will resell or repurchase any of the Flow-Through Shares;

     

    (ii) that
      any
      person will refund the Subscription Price; or

     

    (iii) as
      to the
      future price or value of the Flow-Through Shares.

     

    (r) This
      subscription for Flow-Through Shares has not been made through or as a result
      of, and the distribution of Flow-Through Shares is not being accompanied by,
      any
      form of advertisement, including, without limitation, in printed public media,
      radio, television, internet or telecommunications, including electronic display,
      or as part of a general solicitation.

     

    (s) None
      of
      the funds the Subscriber is using to purchase the Subscribed Shares is, to
      the
      knowledge of the Subscriber, proceeds obtained or derived, directly or directly,
      as a result of illegal activities.

     

    (t) The
      Subscriber, and any beneficial purchaser for whom it is acting, deals at arm’s
      length and will continue to deal at arm’s length (within the meaning of the Tax
      Act and applicable Securities Laws) with the Corporation.

     

    (u) If
      the
      Subscriber or a beneficial purchaser for whom it is acting, as the case may
      be,
      is a corporation, trust or partnership, it does not and will not have, in
      respect of a renunciation of Resource Expenses hereunder, a "prohibited
      relationship" with the Corporation within the meaning of subsection 66(12.671)
      of the Tax Act.

     

    (v) Neither
      the Subscriber, nor any beneficial purchaser for whom it is acting, as the
      case
      may be, has or will knowingly enter into any agreement or arrangement which
      will
      cause the Flow-Through Shares to be or become "prescribed shares" for purposes
      of the Tax Act.

     

    (w) The
      delivery of this subscription, the acceptance hereof by the Corporation and
      the
      issuance of Subscribed Shares to the Subscriber complies with all applicable
      laws of the Subscriber’s jurisdiction of residence and domicile and will not
      cause the Corporation or any of its officers or directors to become subject
      to
      or require any disclosure, prospectus or other reporting requirement to which
      the Corporation is not currently subject and which is not otherwise contemplated
      in this Subscription Agreement.

     

    (x) If
      the
      Subscriber is a corporation, syndicate, partnership or other form of entity
      (other than an investment fund, as defined in National Instrument 45-106),
      the
      Subscriber was not created or is not being used solely to purchase or hold
      the
      Subscribed Shares and has a bona fide purpose other than investing in the
      Subscribed Shares.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.2 Acknowledgments
      and Agreements of the Subscriber

     

    The
      Subscriber, on its own behalf and, if applicable, on behalf of each beneficial
      purchaser for whom it is acting, acknowledges and agrees as
      follows:

     

    (a) The
      Subscriber has received a copy of the Term Sheet setting out the principal
      terms
      of the Offering.

     

    (b) The
      Subscriber acknowledges that the Corporation contemplates completing the
      Offering and that the aggregate gross proceeds of the Bought Deal Offering
      and
      the Best-Efforts Offering will be $4,100,000 (assuming the Best Efforts Offering
      is fully subscribed).

     

    (c) No
      securities commission, agency, governmental authority, regulatory body, stock
      exchange or other regulatory body has reviewed or passed on the merits of the
      Subscribed Shares.

     

    (d) The
      Subscribed Shares shall be subject to statutory resale restrictions under the
      United States and the Securities Laws of the province or territory in which
      the
      Subscriber resides and under other applicable securities laws, and the
      Subscriber covenants that it will not resell the Subscribed Shares except in
      compliance with such laws, and the Subscriber acknowledges that it is solely
      responsible (and neither the Corporation nor the Underwriter is in any way
      responsible) for such compliance.

     

    (e) The
      Subscriber’s ability to transfer the Subscribed Shares is limited by, among
      other things, applicable Securities Laws.

     

    (f) In
      addition, the Subscriber acknowledges that, while the Corporation has agreed
      to
      file the Registration Statement and cause it to be declared effective by the
      SEC, there is no assurance that the Corporation will be able to cause the
      Registration Statement to be declared effective by the SEC, and if the
      Registration Statement is not declared effective by the SEC, the Flow-Through
      Shares may not be resold by the Subscriber, except pursuant to an exemption
      contained under the applicable securities laws, which may not be available,
      and
      if the Registration Statement is not declared effective, the Flow-Through Shares
      remain “restricted” securities under the U.S. Securities Act and may only be
      sold pursuant to an effective registration statement with respect to such
      securities, pursuant to Regulation S or other exemption from the registration
      requirements of the U.S. Securities Act or, if such Registration Statement
      is
      declared effective by the SEC, in the manner provided in the Registration
      Statement for the resale of such Flow-Through Shares.

     

    (g) The
      certificates representing the Subscribed Shares will bear, as of the Closing
      Date, the following legends as required by National Instrument 45-102 -
Resale
      of Securities
      and with
      the necessary information inserted and the Subscriber agrees to comply with
      the
      terms of such legends:

     

    "UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE <INSERT DATE THAT IS FOUR (4) MONTHS AND ONE (1)
      DAY AFTER CLOSING DATE>"

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the TSX, and the
      Subscriber agrees to comply with the terms of such legend:

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK
      EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE
      FACILITIES OF THE TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY
      ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT 'GOOD DELIVERY' IN
      SETTLEMENT OF TRANSACTIONS ON THE TSX."

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the Rights
      Plan:

     

    "UNTIL
      THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW),
      THIS
      CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS
      AS
      SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE
17TH
      DAY OF JANUARY,
      2007 (THE
      "RIGHTS AGREEMENT"), BETWEEN THE CORPORATION AND CIBC MELLON TRUST COMPANY,
      AS
      RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE
      AND
      A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL
      EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH
      IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE TERMINATED, MAY EXPIRE, MAY BECOME
      VOID (IF, IN CERTAIN CASES, THEY ARE "BENEFICIALLY OWNED" BY AN "ACQUIRING
      PERSON", AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT, WHETHER CURRENTLY
      HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE
      EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS
      CERTIFICATE. THE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY
      OF
      THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON
      AS
      IS PRACTICABLE AFTER THE RECEIPT OF A WRITTEN REQUEST
      THEREFORE".

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      addition, the certificates representing the Subscribed Shares will also bear
      a
      legend substantially in the following form as required by the U.S. Securities
      Act:

     

    "THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
      1933,
      AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
      EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
      HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
      SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S ADOPTED
      UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
      TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY
      THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS OUTSIDE THE UNITED STATES IN
      COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE
      EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 ADOPTED UNDER THE SECURITIES
      ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT (IF AVAILABLE);
      OR
      (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
      AND (3) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH
      TO
      THE ISSUER OR ISSUER’S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
      INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
      IS
      BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
      “OFFSHORE TRANSACTION,” “UNITED SATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN
      TO THEM BY REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF
      WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD
      TO THIS SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES
      ACT.
      "

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h) The
      Underwriter and/or its counsel, directors, officers, employees, agents and
      representatives assume no responsibility or liability of any nature whatsoever
      for the accuracy or adequacy of the Public Record or any publicly available
      information concerning the Corporation or as to whether all information
      concerning the Corporation that is required to be disclosed or filed by the
      Corporation under the Securities Laws has been so disclosed or
      filed.

     

    (i) The
      Subscriber and each beneficial purchaser for whom it is acting shall execute
      and
      file, together with the prescribed fees, all documentation required by the
      applicable Securities Laws or by any legislation or order in force in its
      jurisdiction of residence or to which it may be subject, within the time limits
      prescribed to permit the subscription for, and issuance of, the Subscribed
      Shares and thereafter for any subsequent disposition thereof and agrees that
      it
      will furnish to the Corporation such certificates, legal opinions and other
      documentation as may be required by the Corporation. 

     

    (j) If
      required by applicable Securities Laws or by the Corporation, the Subscriber
      and
      each beneficial purchaser for whom it is acting will execute, deliver and file
      or assist the Corporation in filing such reports, undertakings and other
      documents with respect to the issue of the Subscribed Shares as may be required
      by any securities commission, stock exchange or other regulatory
      authority.

     

    (k) The
      Subscriber, and each beneficial purchaser for whom it is acting, have been
      advised to consult their own legal advisors with respect to trading in the
      Subscribed Shares and with respect to the resale restrictions imposed by the
      Securities Laws of the United States or any province or territory in which
      the
      Subscriber resides and other applicable securities laws, and acknowledges that
      no representation has been made respecting the applicable hold periods imposed
      by the Securities Laws or other resale restrictions applicable to such
      securities which restrict the ability of the Subscriber (or others for whom
      it
      is acting) to resell such securities that the Subscriber (or others for whom
      it
      is acting) is solely responsible to find out what these restrictions are and
      the
      Subscriber is solely responsible (and neither the Corporation nor the
      Underwriter is in any way responsible) for compliance with applicable resale
      restrictions and the Subscriber is aware that it (or the beneficial purchaser
      for whom it is acting) may not be able to resell such securities except in
      accordance with limited exemptions under the Securities Laws and other
      applicable securities laws.

     

    (l) The
      Subscriber has not received or been provided with a prospectus, offering
      memorandum (within the meaning of the Securities Laws) or any sales or
      advertising literature in connection with the Offering and the Subscriber’s
      decision to subscribe for Flow-Through Shares was not based upon, and the
      Subscriber has not relied upon, any verbal or written representations as to
      facts made by or on behalf of the Corporation or the Underwriter. The
      Subscriber’s decision to subscribe for Flow-Through Shares was based solely upon
      the Term Sheet attached hereto as Schedule "B" and information about the
      Corporation which is publicly available (any such information having been
      obtained by the Subscriber without independent investigation or verification
      by
      the Underwriter).

     

    (m) The
      Corporation and the Underwriter, and their respective counsel, are relying
      on
      the representations, warranties and covenants contained herein and in the
      applicable Schedules attached hereto to determine the Subscriber’s eligibility
      to subscribe for Flow-Through Shares under applicable Securities Laws and the
      Subscriber agrees to indemnify the Corporation, the Underwriter and each of
      their respective directors and officers against all losses (other than loss
      of
      profits), claims, costs, expenses, damages or liabilities which any of them
      may
      suffer or incur as a result of or arising from reliance thereon. The Subscriber
      undertakes to immediately notify the Underwriter of any change in any statement
      or other information relating to the Subscriber set forth in such applicable
      Schedules that takes place prior to the Closing Time.

     

    (n) The
      Corporation and the Underwriter are relying on an exemption from the requirement
      to provide the Subscriber with a prospectus under the Securities Laws and,
      as a
      consequence of acquiring Flow-Through Shares pursuant to such exemption, certain
      protections, rights and remedies provided by the Securities Laws, including
      statutory rights of rescission and/or damages, will not be available to the
      Subscriber.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (o) The
      Flow-Through Shares are being offered and sold in reliance on the exemption
      from
      registration contained in Regulation S of the U.S. Securities Act. Following
      the
      Closing, the Corporation has agreed to register the resale of the Flow-Through
      Shares under the U.S. Securities Act pursuant to the Registration Rights
      Agreement.

     

    (p) The
      Subscriber, and each beneficial purchaser for whom it is acting, is responsible
      for obtaining such independent legal and tax advice as it considers appropriate
      in connection with the execution, delivery and performance of this Subscription
      Agreement and the transactions contemplated under this Subscription Agreement,
      including without limitation for the proposes of giving representations,
      warranties and covenants under this Subscription Agreement.

     

    (q) There
      is
      no government or other insurance covering the Flow-Through Shares.

     

    (r) The
      Subscriber acknowledges that the Underwriter’s counsel and the Corporation’s
      counsel are acting as counsel to the Underwriter and the Corporation,
      respectively, and not as counsel to the Subscriber.

     

    (s) The
      Subscriber acknowledges that all costs and expenses incurred by the Subscriber
      (including any fees and disbursements of any special counsel or other advisors
      retained by the Subscriber) relating to the purchase of the Subscribed Shares
      shall be borne by the Subscriber.

     

    (t) The
      Subscriber and each beneficial purchaser for whom it is acting acknowledge
      that
      the Flow-Through Shares are speculative in nature and that there are risks
      associated with the purchase of Flow-Through Shares and the Subscriber and
      each
      beneficial purchaser for whom it is acting has such knowledge, sophistication
      and experience in business and financial matters as to be capable of evaluating
      the merits and risks of its investment in the Subscribed Shares, fully
      understands the speculative nature of the Subscribed Shares and is able to
      bear
      the economic risk of loss of its entire investment.

     

    6.3 Reliance
      on Representations, Warranties, Covenants and
      Acknowledgements

     

    The
      Subscriber acknowledges and agrees that the representations, warranties,
      covenants and acknowledgements made by the Subscriber in this Subscription
      Agreement are made with the intention that they may be relied upon by the
      Corporation and the Underwriter in determining the Subscriber’s eligibility
      (and, if applicable, the eligibility of others for whom the Subscriber is
      acting) to purchase Flow-Through Shares under the Securities Laws. The
      Subscriber further agrees that by accepting Flow-Through Shares, the Subscriber
      shall be representing and warranting that such representations, warranties,
      acknowledgements and covenants are true as at the Closing Time with the same
      force and effect as if they had been made by the Subscriber at the Closing
      Time
      and that they shall survive the purchase by the Subscriber of Flow-Through
      Shares and shall continue in full force and effect notwithstanding any
      subsequent disposition by the Subscriber of any of such Flow-Through
      Shares.

     

    ARTICLE
      7 SURVIVAL
      OF REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    7.1 Survival
      of Representations, Warranties and Covenants of the
      Corporation

     

    The
      representations, warranties and covenants of the Corporation contained in this
      Subscription Agreement shall survive the Closing and, notwithstanding such
      Closing or any investigation made by or on behalf of the Subscriber with respect
      thereto, shall continue in full force and effect for the benefit of the
      Subscriber and the Underwriter.

     

    7.2 Survival
      of Representations, Warranties and Covenants of the
      Subscriber

     

    The
      representations, warranties and covenants of the Subscriber contained in this
      Subscription Agreement shall survive the Closing and, notwithstanding such
      Closing or any investigation made by or on behalf of the Corporation or the
      Underwriter with respect thereto, shall continue in full force and effect for
      the benefit of the Corporation and the Underwriter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8 COMMISSION

     

    8.1 Commission
      to Underwriter

     

    The
      Subscriber understands that in connection with the Offering the Underwriter
      will
      receive from the Corporation (i) a corporate finance fee of $50,000 which will
      be credited against cash commissions payable on Closing, and (ii) on Closing,
      a
      cash commission equal to 5.5% of the proceeds from the Offering. In addition,
      the Underwriter will receive a number of compensation options ("Compensation
      Options")
      that
      is equal to 5% of the number of Flow-Through Shares sold pursuant to the
      Offering, each Compensation Option being exercisable at a price of $0.55 for
      a
      period of 18 months from the Closing Date to acquire one Common Share. No other
      fee or commission is payable by the Corporation in connection with the
      completion of the Offering; however, the Corporation will pay certain fees
      and
      expenses of the Underwriter in connection with the Offering, as set out in
      the
      Underwriting/Agency Agreement.

     

    ARTICLE
      9 COLLECTION
      OF PERSONAL INFORMATION

     

    9.1 Collection
      of Personal Information

     

    By
      executing this Subscription Agreement, the Subscriber hereby consents to the
      collection, use and disclosure of the personal information provided herein
      and
      other personal information provided by the Subscriber or collected by the
      Corporation or its agents as reasonably necessary in connection with the
      Subscriber’s subscription for the Subscribed Shares (collectively, “personal
      information”)
      as
      follows: (a) the Corporation may use personal information and disclose personal
      information to intermediaries such as the Corporation’s legal counsel and
      withholding and/or transfer agents for the purposes of determining the
      Subscriber’s eligibility to invest in the Subscribed Shares and for managing and
      administering the Subscriber’s investment in the Subscribed Shares; (b) if the
      Subscriber purchased securities through a registered dealer, the Corporation
      may
      disclose and collect such personal information relating to the Subscriber’s
      holding of the Subscribed Shares to and from the dealer; (c) the Corporation
      and
      its agents may use the Subscriber’s social insurance number for income reporting
      purposes in accordance with applicable law; (d) the Corporation, its agents
      and
      advisors, may each collect, use and disclose personal information for the
      purposes of meeting legal, regulatory, self-regulatory, security and audit
      requirements (including any applicable tax, securities, money laundering or
      anti-terrorism legislation, rules or regulations) and as otherwise permitted
      or
      required by law, which disclosures may include disclosures to tax, securities
      or
      other regulatory or self-regulatory authorities in Canada and/or in foreign
      jurisdictions, if applicable, in connection with the regulatory oversight
      mandate of such authorities; (e) the Corporation and its agents and advisors
      may
      use personal information and disclose personal information to parties connected
      with the proposed or actual transfer, sale, assignment, merger or amalgamation
      of the Corporation or its business or assets or similar transactions, for the
      purpose of permitting such parties to evaluate and/or proceed with and complete
      such transaction. Purchasers, assignees and successors of the Corporation or
      its
      business or assets may collect, use and disclose personal information as
      described in this Subscription Agreement. The Subscriber acknowledges that
      the
      Corporation’s agents or intermediaries may be located outside of Canada, and
      personal information may be transferred and/or processed outside of Canada
      for
      the purposes described above, and that measures the Issuer may use to protect
      personal information while handled by agents, intermediaries or other third
      parties on its behalf, and personal information otherwise disclosed or
      transferred outside of Canada for the purposes described above, are subject
      to
      legal requirements in foreign countries applicable to Issuer or such third
      parties, for example lawful requirements to disclose personal information to
      government authorities in those countries.

     

    If
      the
      Subscriber is resident in, or otherwise subject to the applicable securities
      legislation of Ontario, the Subscriber acknowledges (i) the delivery to the
      Ontario Securities Commission of the Subscriber’s full name, residential address
      and telephone number, the number and type of securities purchased by the
      Subscriber, the total purchase price, the exemption relied on, and the date
      of
      distribution, (ii) that such information is being collected indirectly by the
      Ontario Securities Commission under the authority granted to it in securities
      legislation, (iii) that such information is being collected for the purposes
      of
      the administration and enforcement of the securities legislation of Ontario,
      and
      (iv) that the Administrative Assistant to the Director of Corporate Finance
      at
      the Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West,
      Toronto, Ontario M5H 3S8, telephone (416) 593-8086, can be contacted to answer
      questions about the Ontario Securities Commission’s indirect collection of such
      information. The Subscriber hereby authorizes the indirect collection of such
      information by the Ontario Securities Commission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      10 MISCELLANEOUS

     

    10.1 Further
      Assurances

     

    Each
      of
      the parties hereto upon the request of each of the other parties hereto, whether
      before or after the Closing Time, shall do, execute, acknowledge and deliver
      or
      cause to be done, executed, acknowledged and delivered all such further acts,
      deeds, documents, assignments, transfers, conveyances, powers of attorney and
      assurances as may reasonably be necessary or desirable to complete the
      transactions contemplated herein.

     

    10.2 Notices

     

    (a) Any
      notice, direction or other instrument required or permitted to be given to
      any
      party hereto shall be in writing and shall be sufficiently given if delivered
      personally, or transmitted by facsimile tested prior to transmission to such
      party, as follows:

     

    (i) in
      the
      case of the Corporation, to:

     

    
      	
              Apollo
                Gold Corporation

              5655
                S. Yosemite Street, 

              Suite
                200

              Greenwood
                Village, CO, USA

              80111

            
	 
	
              Attention: R.
                David Russell

              Fax:
                 720-482-0957

            
	 
	
              with
                a copy to:

            
	 
	
              Fogler,
                Rubinoff LLP

              95
                Wellington Street West

              Suite
                1200

              Toronto-Dominion
                Centre

              Toronto,
                Ontario

              M5J
                2Z9

            
	
              Attention:
                 G.
                Michael Hobart

              Fax: 416-941-8852

            


    

     

    (ii) in
      the
      case of the Subscriber, at the address specified on the face page hereof, with
      a
      copy to the Underwriter at:

     

    
      	
              Haywood
                Securities Inc

              Brookfield
                Place, 181 Bay Street

              Suite
                2910, Box 808

              Toronto,
                Ontario

              M5J
                2T3

              Attention:
                Greg
                McKenzie

              Fax:
                (416) 507-2350

            


    

     

    (b) Any
      such
      notice, direction or other instrument, if delivered personally, shall be deemed
      to have been given and received on the day on which it was delivered, provided
      that if such day is not a Business Day then the notice, direction or other
      instrument shall be deemed to have been given and received on the first Business
      Day next following such day and if transmitted by fax, shall be deemed to have
      been given and received on the day of its transmission, provided that if such
      day is not a Business Day or if it is transmitted or received after the end
      of
      normal business hours then the notice, direction or other instrument shall
      be
      deemed to have been given and received on the first Business Day next following
      the day of such transmission.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c) Any
      party
      hereto may change its address for service from time to time by notice given
      to
      each of the other parties hereto in accordance with the foregoing
      provisions.

     

    10.3 Time
      of the Essence

     

    Time
      shall be of the essence of this Subscription Agreement and every part
      hereof.

     

    10.4 Costs
      and Expenses

     

    All
      costs
      and expenses (including, without limitation, the fees and disbursements of
      legal
      counsel) incurred in connection with this Subscription Agreement and the
      transactions herein contemplated shall be paid and borne by the party incurring
      such costs and expenses.

     

    10.5 Applicable
      Law

     

    This
      Subscription Agreement shall be construed and enforced in accordance with,
      and
      the rights of the parties shall be governed by, the internal laws of the
      Province of Ontario and the laws of Canada applicable therein, without reference
      to any conflicts of law rules that would impose a law of another jurisdiction.
      Any and all disputes arising under this Subscription Agreement, whether as
      to
      interpretation, performance or otherwise, shall be subject to the non-exclusive
      jurisdiction of the courts of the Province of Ontario and each of the parties
      hereto hereby irrevocably attorns to the jurisdiction of the courts of such
      province.

     

    10.6 Entire
      Agreement

     

    This
      Subscription Agreement, including the Schedules hereto, constitutes the entire
      agreement between the parties with respect to the transactions contemplated
      herein and cancels and supersedes any prior understandings, agreements,
      negotiations and discussions between the parties. There are no representations,
      warranties, terms, conditions, undertakings or collateral agreements or
      understandings, express or implied, between the parties hereto other than those
      expressly set forth in this Subscription Agreement or in any such agreement,
      certificate, affidavit, statutory declaration or other document as aforesaid.
      This Subscription Agreement may not be amended or modified in any respect except
      by written instrument executed by each of the parties hereto.

     

    10.7 Counterparts

     

    This
      Subscription Agreement may be executed in two or more counterparts, each of
      which shall be deemed to be an original and all of which together shall
      constitute one and the same Subscription Agreement. Counterparts may be
      delivered either in original or faxed form and the parties adopt any signature
      received by a receiving fax machine as original signatures of the
      parties.

     

    10.8 Assignment

     

    This
      Subscription Agreement may not be assigned by either party except with the
      prior
      written consent of the other parties hereto.

     

    10.9 Enurement

     

    This
      Subscription Agreement shall enure to the benefit of and be binding upon the
      parties hereto and their respective heirs, executors, successors (including
      any
      successor by reason of the amalgamation or merger of any party), administrators
      and permitted assigns.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10.10 Language

     

    The
      parties hereto acknowledge and confirm that they have requested that this
      Subscription Agreement as well as all notices and other documents contemplated
      hereby be drawn up on the English language. Les parties aux présentes
      reconnaissent et conferment qu’elles ont convenu que la présente convention
      ainsi que tous les avis et documents qui s’y rattachent soient rédigés dans la
      langue anglaise. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A"

     

    CERTIFICATE

     

    (FOR
      ACCREDITED INVESTORS RESIDENT IN CANADA)

     

    
      	TO:	
              APOLLO
                GOLD CORPORATION (the
                "Corporation")

            


    

     

    
      	AND
              TO:	
              HAYWOOD
                SECURITIES INC. (the
                "Underwriter")

            


    

     

    In
      connection with the purchase of flow-through shares ("Flow-Through
      Shares")
      of the
      Corporation by the undersigned subscriber or, if applicable, the principal
      on
      whose behalf the undersigned is purchasing as agent (the "Subscriber"
      for the
      purposes of this Certificate), the Subscriber hereby represents, warrants,
      covenants and certifies to the Corporation and the Underwriter
      that:

     

    
      	
              1.

            	
              the
                Subscriber is resident in a province or territory of Canada or is
                subject
                to the laws of a province or territory of
                Canada;

            


    

     

    
      	
              2.

            	
              the
                Subscriber is purchasing the Flow-Through Shares as principal for
                its own
                account or is deemed to be purchasing as principal pursuant to National
                Instrument 45-106 - Prospectus Registration Exemptions ("NI 
                45-106");

            


    

     

    
      	
              3.

            	
              the
                Subscriber is an "accredited investor" within the meaning of NI 45-106
                by
                virtue of satisfying one or more of the indicated criterion set out
                in
                Appendix "A" to this Certificate;
                and

            


    

     

    
      	
              4.

            	
              upon
                execution of this Certificate by the Subscriber, this Certificate
                (including Appendix "A" hereto) shall be incorporated into and form
                a part
                of the subscription agreement to which this Certificate is
                attached.

            


    

     

    Dated:
      _____________________, 2007.

     

    
      	 	 

              

              Print
                name of Subscriber

            
	 	 
	 	 
	 	
              By: 

              
                

              

              
                Signature

              

            
	 	 
	 	
              
                

                Print
                  name of Signatory (if different from Subscriber)

              

            
	 	 
	 	
              
                
Title

            


    

     

    IMPORTANT:
      PLEASE INITIAL ONE OR MORE OF THE ITEMS, AS APPLICABLE, IN

    APPENDIX
      "A" ON THE NEXT PAGE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
      "A"

     

    TO
      CERTIFICATE OF ACCREDITED INVESTOR


     

    The
      Subscriber hereby represents, warrants and certifies to the Corporation and
      the
      Underwriter that the Subscriber (or its disclosed principal) is an "accredited
      investor" as defined in NI 45-106 by virtue of being: [check appropriate item(s)
      below]

     

    
      	
               _________

            	
              (a) 

            	
              a
                Canadian financial institution, or a Schedule III bank,

            
	 	 	 
	 _________	
              (b) 

            	
              the
                Business Development Bank of Canada incorporated under the Business
                Development Bank of Canada Act
                (Canada),

            
	 	 	 
	 _________	
              (c) 

            	
              a
                subsidiary of any person referred to in paragraphs (a) or (b), if
                the
                person owns all of the voting securities of the subsidiary, except
                the
                voting securities required by law to be owned by directors of that
                subsidiary,

            
	 	 	 
	 _________	
              (d) 

            	
              a
                person registered under the securities legislation of a jurisdiction
                of
                Canada as an adviser or dealer, other than a person registered solely
                as a
                limited market dealer under one or both of the
                Securities Act
                (Ontario) or the
                Securities Act
                (Newfoundland and Labrador),

            
	 	 	 
	 _________	
              (e) 

            	
              an
                individual registered or formerly registered under the securities
                legislation of a jurisdiction of Canada as a representative of a
                person
                referred to in paragraph (d),

            
	 	 	 
	 _________	
              (f) 

            	
              the
                Government of Canada or a jurisdiction of Canada, or any crown
                corporation, agency or wholly owned entity of the Government of Canada
                or
                a jurisdiction of Canada,

            
	 	 	 
	 _________	
              (g) 

            	
              a
                municipality, public board or commission in Canada and a metropolitan
                community, school board, the Comité de gestion de la taxe scolaire de
                l’île de Montréal or an intermunicipal management board in
                Québec,

            
	 	 	 
	 _________	
              (h) 

            	
              any
                national, federal, state, provincial, territorial or municipal government
                of or in any foreign jurisdiction, or any agency of that
                government,

            
	 	 	 
	 _________	
              (i) 

            	
              a
                pension fund that is regulated by either the Office of the Superintendent
                of Financial Institutions (Canada) or a pension commission or similar
                regulatory authority of a jurisdiction of Canada,

            
	 	 	 
	 _________	
              (j) 

            	
              an
                individual who, either alone or with a spouse, beneficially owns,
                directly
                or indirectly, financial assets having an aggregate realizable value
                that
                before taxes, but net of any related liabilities, exceeds
                $1,000,000,

            
	 	 	 
	 _________	
              (k) 

            	
              an
                individual whose net income before taxes exceeded $200,000 in each
                of the
                2 most recent calendar years or whose net income before taxes combined
                with that of a spouse exceeded $300,000 in each of the 2 most recent
                calendar years and who, in either case, reasonably expects to exceed
                that
                net income level in the current calendar year,

            
	 	 	 
	 _________	
              (l) 

            	
              an
                individual who, either alone or with a spouse, has net assets of
                at least
                $5,000,000,

            
	 	 	 
	 _________	
              (m) 

            	
              a
                person, other than an individual or investment fund, that has net assets
                of at least $5,000,000 as shown on its most recently prepared financial
                statements,

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 _________	
              (n) 

            	
              an
                investment fund that distributes or has distributed its securities
                only
                to

            
	 	 	 
	 	 	
              (i) a
                person that is or was an accredited investor at the time of the
                distribution,

            
	 	 	 
	 	 	
              (ii) a
                person that acquires or acquired securities in the circumstances
                referred
                to in sections 2.10 [Minimum
                amount investment]
                and 2.19 [Additional
                investment in investment funds]
                of NI
                45-106, or

            
	 	 	 
	 	 	
              (iii) a
                person described in paragraph (i) or (ii) that acquires or acquired
                securities under section 2.18
                [Investment fund reinvestment] of
                NI 45-106,

            
	 	 	 
	 _________	
              (o) 

            	
              an
                investment fund that distributes or has distributed securities under
                a
                prospectus in a jurisdiction of Canada for which the regulator or,
                in
                Quebec, the securities regulatory authority, has issued a
                receipt,

            
	 	 	 
	 _________	
              (p) 

            	
              a
                trust company or trust corporation registered or authorized to carry
                on
                business under the Trust
                and Loan Companies Act
                (Canada) or under comparable legislation in a jurisdiction of Canada
                or a
                foreign jurisdiction, acting on behalf of a fully managed account
                managed
                by the trust company or trust corporation, as the case may
                be,

            
	 	 	 
	 _________	
              (q) 

            	
              a
                person acting on behalf of a fully managed account managed by that
                person,
                if that person is registered or authorized to carry on business as
                an
                adviser or the equivalent under the securities legislation of a
                jurisdiction of Canada or a foreign jurisdiction,

            
	 	 	 
	 _________	
              (r) 

            	
              a
                registered charity under the Income
                Tax Act
                (Canada) that, in regard to the trade, has obtained advice from an
                eligibility adviser or an adviser registered under the securities
                legislation of the jurisdiction of the registered charity to give
                advice
                on the securities being traded,

            
	 	 	 
	 _________	
              (s) 

            	
              an
                entity organized in a foreign jurisdiction that is analogous to any
                of the
                entities referred to in paragraphs (a) to (d) or paragraph (i) in
                form and
                function,

            
	 	 	 
	 _________	
              (t) 

            	
              a
                person in respect of which all of the owners of interests, direct,
                indirect or beneficial, except the voting securities required by
                law to be
                owned by directors, are persons that are accredited
                investors,

            
	 	 	 
	 _________	
              (u) 

            	
              an
                investment fund that is advised by a person registered as an adviser
                or a
                person that is exempt from registration as an adviser,
                or

            
	 	 	 
	 _________	
              (v) 

            	
              a
                person that is recognized or designated by the securities regulatory
                authority or, except in Ontario and Quebec, the regulator
                as

            
	 	 	 
	 	 	
              (i) an
                accredited investor, or

            
	 	 	 
	 	 	
              (ii) an
                exempt purchaser in Alberta or British Columbia


            


    

     

    For
      the purposes hereof:

     

    
      	
              (a)

            	
              "Canadian
                financial institution" means

            


    

     

    
      	 	
              (i)

            	
              an
                association governed by the Cooperative
                Credit Associations Act
                (Canada) or a central cooperative credit society for which an order
                has
                been made under section 473(1) of that Act,
                or

            


    

     

    
      	 	
              (ii)

            	
              a
                bank, loan corporation, trust company, trust corporation, insurance
                company, treasury branch, credit union, caisse populaire, financial
                services cooperative, or league that, in each case, is authorized
                by an
                enactment of Canada or a jurisdiction of Canada to carry on business
                in
                Canada or a jurisdiction of Canada;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)

            	
              "control
                person"
                has the same meaning as in securities legislation except in Manitoba,
                Newfoundland and Labrador, Northwest Territories, Nova Scotia, Nunavut,
                Ontario, Prince Edward Island and Quebec where control person means
                any
                person that holds or is one of the combination of persons that
                holds:

            


    

     

    
      	 	
              (i)

            	
              a
                sufficient number of any of the securities of an issuer so as to
                affect
                materially the control of the issuer,
                or

            


    

     

    
      	 	
              (ii)

            	
              more
                than 20% of the outstanding voting securities of an issuer except
                where
                there is evidence showing that the holding of those securities does
                not
                affect materially the control of the
                issuer;

            


    

     

    
      	
              (c)

            	
              "director"
                means

            


    

     

    
      	 	
              (i)

            	
              a
                member of the board of directors of a company or an individual who
                performs similar functions for a company,
                and

            


    

     

    
      	 	
              (ii)

            	
              with
                respect to a person that is not a company, an individual who performs
                functions similar to those of a director of a
                company;

            


    

     

    
      	
              (d)

            	
              "eligibility
                adviser"
                means 

            


    

     

    
      	 	
              (i)

            	
              a
                person that is registered as an investment dealer or in an equivalent
                category of registration under the securities legislation of the
                jurisdiction of a purchaser and authorized to give advice with respect
                to
                the type of security being distributed,
                and

            


    

     

    
      	 	
              (ii)

            	
              in
                Saskatchewan or Manitoba, also means a lawyer who is a practicing
                member
                in good standing with a law society of a jurisdiction of Canada or
                a
                public accountant who is a member in good standing of an institute
                or
                association of chartered accountants, certified general accountants
                or
                certified management accountants in a jurisdiction of Canada provided
                that
                the lawyer or public accountant must
                not

            


    

     

    
      	
            	(1)	
              have
                a professional, business or personal relationship with the issuer,
                or any
                of its directors, executive officers, founders, or control persons,
                and

            


    

     

    
      	
            	(2)	
              have
                acted for or been retained personally or otherwise as an employee,
                executive officer, director, associate or partner of a person that
                has
                acted for or been retained by the issuer or any of its directors,
                executive officers, founders or control persons within the previous
                12
                months;

            


    

     

    
      	
              (e)

            	
              "EVCC"
                means
                an employee venture capital corporation that does not have a restricted
                constitution and is registered under Part 2 of the Employee Investment
                Act
                (British Columbia) and whose business objective is making multiple
                investments;

            


    

     

    
      	
              (f)

            	
              "executive
                officer" means,
                for an issuer, an individual who is

            


    

     

    
      	 	
              (i)

            	
              a
                chair, vice-chair or president,

            


    

     

    
      	 	
              (ii)

            	
              a
                vice-president in charge of a principal business unit, division or
                function including sales, finance or
                production,

            


    

     

    
      	 	
              (iii)

            	
              an
                officer of the issuer or any of its subsidiaries and who performs
                a
                policy-making function in respect of the issuer,
                or

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              performing
                a policy-making function in respect of the
                issuer;

            


    

     

    
      	
              (g)

            	
              "financial
                assets"
                means 

            


    

     

    
      	 	
              (i)

            	
              cash,

            


    

     

    
      	 	
              (ii)

            	
              securities,
                or

            


    

     

    
      	 	
              (iii)

            	
              a
                contract of insurance, a deposit or an evidence of a deposit that
                is not a
                security for the purposes of securities
                legislation;

            


    

     

    
      	
              (h)

            	
              "foreign
                jurisdiction"
                means a country other than Canada or a political subdivision of a
                country
                other than Canada;

            


    

     

    
      	
              (i)

            	
              "founder"
                means, in respect of an issuer, a person
                who,

            


    

     

    
      	 	
              (i)

            	
              acting
                alone, in conjunction, or in concert with one or more persons, directly
                or
                indirectly, takes the initiative in founding, organizing or substantially
                reorganizing the business of the issuer,
                and

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the trade is actively involved in the business of the
                issuer;

            


    

     

    
      	
              (j)

            	
              "fully
                managed account"
                means an account of a client for which a person makes the investment
                decisions if that person has full discretion to trade in securities
                for
                the account without requiring the client’s express consent to a
                transaction;

            


    

     

    
      	
              (k)

            	
              "jurisdiction"
                means a province or territory of Canada except when used in the term
                foreign jurisdiction;

            


    

     

    
      	
              (l)

            	
              "investment
                fund"
                means a mutual fund or a non-redeemable investment fund, and, for
                greater
                certainty in British Columbia, includes an EVCC and VCC;
                

            


    

     

    
      	
              (m)

            	
              "local
                jurisdiction"
                means the jurisdiction in which the Canadian securities regulatory
                authority is situate;

            


    

     

    
      	
              (n)

            	
              "non-redeemable
                investment fund"
                means an issuer,

            


    

     

    
      	 	
              (i)

            	
              whose
                primary purpose is to invest money provided by its
                securityholders,

            


    

     

    
      	 	
              (ii)

            	
              that
                does not invest,

            


    

     

    
      	
            	(1)	
              for
                the purpose of exercising or seeking to exercise control of an issuer,
                other than an issuer that is a mutual fund or a non-redeemable investment
                fund, or

            


    

     

    
      	
            	(2)	
              for
                the purpose of being actively involved in the management of any issuer,
                other than an issuer that is a mutual fund or a non-redeemable investment
                fund, and

            


    

     

    
      	 	
              (iii)

            	
              that
                is not a mutual fund;

            


    

     

    
      	
              (o)

            	
              "person"
                includes

            


    

     

    
      	 	
              (i)

            	
              an
                individual,

            


    

     

    
      	 	
              (ii)

            	
              a
                corporation,

            


    

     

    
      	 	
              (iii)

            	
              a
                partnership, trust, fund and an association, syndicate, organization
                or
                other organized group of persons, whether incorporated or not,
                and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iv)

            	
              an
                individual or other person in that person’s capacity as a trustee,
                executor, administrator or personal or other legal
                representative;

            


    

     

    
      	
              (p)

            	
              "regulator"
                means, for the local jurisdiction, the Executive Director as defined
                under
                securities legislation of the local jurisdiction;
                

            


    

     

    
      	
              (q)

            	
              "related
                liabilities"
                means

            


    

     

    
      	 	
              (i)

            	
              liabilities
                incurred or assumed for the purpose of financing the acquisition
                or
                ownership of financial assets, or

            


    

     

    
      	 	
              (ii)

            	
              liabilities
                that are secured by financial assets;


            


    

     

    
      	 	
              (iii)

            	 


    

     

    
      	
              (r)

            	
              "Schedule
                III bank"
                means as authorized foreign bank named in Schedule III of the Bank
                Act
                (Canada);

            


    

     

    
      	
              (s)

            	
              "spouse"
                means, an individual who,

            


    

     

    
      	 	
              (i)

            	
              is
                married to another individual and is not living separate and apart
                within
                the meaning of the Divorce
                Act
                (Canada), from the other
                individual,

            


    

     

    
      	 	
              (ii)

            	
              is
                living with another individual in a marriage-like relationship, including
                a marriage-like relationship between individuals of the same gender,
                or

            


    

     

    
      	 	
              (iii)

            	
              in
                Alberta, is an individual referred to in paragraph (a) or (b), or
                is an
                adult interdependent partner within the meaning of the Adult
                Interdependent Relationships Act
                (Alberta);

            


    

     

    
      	
              (t)

            	
              "subsidiary"
                means an issuer that is controlled directly or indirectly by another
                issuer and includes a subsidiary of that
                subsidiary;

            


    

     

    
      	
              (u)

            	
              "VCC"
                means
                a venture capital corporation registered under Part 3 of the Small
                Business Venture Capital Act (British Columbia) whose business objective
                is making multiple investments.

            


    

     

    All
      monetary references are in Canadian Dollars.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    SCHEDULE
      "B"

     

    APOLLO
      GOLD CORPORATION

     

    TERM
      SHEET

     

    PRIVATE
      PLACEMENT OF FLOW-THROUGH COMMON SHARES

     

    
      	
              Issuer:

            	 	
              Apollo
                Gold Corporation (the "Corporation")

            
	 	 	 
	
              Offering:

            	 	
              Private
                Placement Flow-Through Shares (the "Offering")
                using prospectus exemptions that do not require the preparation of
                an
                offering memorandum. 

            
	 	 	 
	
              Size
                of the Bought-Deal Offering:

            	 	
              4,600,000
                Flow-Through Shares for subscription proceeds of
                $2,530,000.

            
	 	 	 
	
              Size
                of Best-Efforts Offering:

            	 	
              2,854,545
                Flow-Through Shares for subscription proceeds of up
                $1,570,000.

            
	 	 	 
	
              Underwriter:

            	 	
              Haywood
                Securities Inc. (the "Underwriter").

            
	 	 	 
	
              Type
                of Offering:

            	 	
              Haywood
                will act as lead Underwriter on the Bought Deal Offering, subject
                to
                certain conditions as set out in the underwriting agreement between
                the
                Underwriter and the Corporation, with the bought deal commitment
                provided
                by Haywood or an affiliated or related party (the "standby underwriter").
                Prior to the Closing, Haywood will endeavour to arrange for substitute
                purchasers to purchase Flow-Through Shares in the place and stead
                of the
                standby underwriter at the Closing. Haywood will also act as lead
                agent in
                connection with the Best Efforts Offering.

            
	 	 	 
	
              Flow-Through
                Share Price:

            	 	
              $0.55
                per Flow-Through Share.

            
	 	 	 
	
              Use
                of Proceeds:

            	 	
              The
                Corporation will use the proceeds from the sale of the Flow-Through
                Shares
                to incur flow-through expenditures which qualify as 100% Canadian
                Exploration Expense and will renounce said flow-through expenditures
                to
                the investors for the taxation year ending December 31,
                2007.

            
	 	 	 
	
              Offering
                Jurisdictions:

            	 	
              The
                Offering will be made available in Ontario, Alberta and British Columbia,
                (collectively, the "Offering Jurisdictions") and such other jurisdictions
                as the Underwriter and the Corporation may approve.

            
	 	 	 
	
              Resale
                Restrictions:

            	 	
              The
                Offering will not be qualified for sale to the public by way of a
                prospectus. Accordingly, the securities in the Offering will be subject
                to
                a resale restriction period of four months from Closing. In addition,
                the
                Flow-Through Shares are being offered and sold in reliance on the
                exemption from registration contained in Regulation S of the U.S.
                Securities Act. Following the closing, the Corporation has agreed
                to
                register the resale of the Flow-Through Shares under the U.S. Securities
                Act pursuant to the Registration Rights Agreement. Until such time
                as the
                Flow-Through Shares are so registered, they will be subject to resale
                restrictions in the United States.

            
	 	 	 
	
              Closing:

            	 	
              All
                subscriptions for Flow-Through Shares are anticipated to be completed
                and
                accepted by the Corporation on or before the close of business on
                October
                31, 2007 or such other date as agreed to in writing by the Underwriter
                and
                the Corporation. Upon Closing, funds are to be released to the Corporation
                net of commission and expenses.