Agreement

    


    Montana
      Tunnels Mining, Inc.: Montana Tunnels Mine 

     

    
      	
              Facility
                Agreement

            


    

     

    Montana
      Tunnels Mining, Inc.

     

    Apollo
      Gold Corporation

     

    Apollo
      Gold Inc.

     

    RMB
      Australia Holdings Limited

     

    RMB
      Resources Inc. 

     

    david.walton@freehills.com

    haaron.bokhari@freehills.com 

     

    

    

      
        	
                QV.1
                  Building 250 St Georges Terrace Perth WA 6000 Australia GPO Box
                  U1942
                  Perth WA 6845 Australia

                 

                Sydney
                  Melbourne Perth Brisbane Singapore

              	 	
                Telephone
                  +61 8 9211 7777 Fax +61 8 9211 7878 

                www.freehills.com
                  DX 104 Perth

                 

                Correspondent
                  Offices in Hanoi Ho Chi Minh City
                  Jakarta

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Contents

     

    Table
      of
      contents

    
      
        

      

    

     

    
      	 	
              The
                agreement

            	
              1

            
	 	
               

            	 
	 	
              Operative
                part

            	
              3

            
	 	 	 
	
              1

            	
              Definitions
                and interpretations

            	
              3

            
	 	
              1.1

            	
              Definitions

            	
              3

            
	 	
              1.2

            	
              Interpretations

            	
              24

            
	 	
              1.3

            	
              Inclusive
                expressions

            	
              25

            
	 	
              1.4

            	
              Business
                Day

            	
              25

            
	 	
              1.5

            	
              Accounting
                Standards

            	
              25

            
	 	 	 
	
              2

            	
              Conditions
                precedent

            	
              26

            
	 	
              2.1

            	
              Conditions
                precedent to initial Funding Portion

            	
              26

            
	 	
              2.2

            	
              Conditions
                precedent to Extension Facility Funding Portions under the Extension
                Facility

            	
              27

            
	 	
              2.3

            	
              Conditions
                precedent to all Funding Portions

            	
              28

            
	 	
              2.4

            	
              Certified
                copies

            	
              28

            
	 	
              2.5

            	
              Benefit
                of conditions precedent

            	
              28

            
	 	 	 
	
              3

            	
              Commitment,
                purpose and availability of the Facilities

            	
              28

            
	 	
              3.1

            	
              Provision
                of Commitment

            	
              28

            
	 	
              3.2

            	
              Purpose

            	
              29

            
	 	
              3.3

            	
              Cancellation
                of Commitment during Availability Period

            	
              29

            
	 	
              3.4

            	
              Cancellation
                at end of Availability Period

            	
              29

            
	 	
              3.5

            	
              Voluntary
                prepayment

            	
              29

            
	 	
              3.6

            	
              Mandatory
                prepayment – Loan Facility

            	
              30

            
	 	
              3.7

            	
              Mandatory
                prepayment – Extension Facility

            	
              30

            
	 	
              3.8

            	
              Cancellations
                and prepayments in inverse order

            	
              30

            
	 	 	 
	
              4

            	
              Funding
                and rate setting procedures

            	
              30

            
	 	
              4.1

            	
              Delivery
                of Funding Notice

            	
              30

            
	 	
              4.2

            	
              Requirements
                for a Funding Notice

            	
              31

            
	 	
              4.3

            	
              Irrevocability
                of Funding Notice

            	
              31

            
	 	
              4.4

            	
              Amount
                of Funding Portions

            	
              31

            
	 	
              4.5

            	
              Selection
                of Interest Periods

            	
              31

            
	 	
              4.6

            	
              Determination
                of Funding Rate

            	
              31

            
	 	 	 
	
              5

            	
              Facility

            	
              32

            
	 	
              5.1

            	
              Provision
                of Funding Portions

            	
              32

            
	 	
              5.2

            	
              Repayment
                – Loan Facility

            	
              32

            
	 	
              5.3

            	
              Repayment
                – Extension Facility

            	
              32

            
	 	
              5.4

            	
              Repayment
                of other Secured Moneys

            	
              32

            
	 	
              5.5

            	
              Interest

            	
              32

            
	 	
              5.6

            	
              Calculation
                of per annum interest rate

            	
              33

            
	 	 	 
	
              6

            	
              Payments

            	
              33

            
	 	
              6.1

            	
              Manner
                of payment

            	
              33

            
	 	
              6.2

            	
              Payments
                on a Business Day

            	
              33

            
	 	
              6.3

            	
              Payments
                in gross

            	
              33

            
	 	
              6.4

            	
              Additional
                payments

            	
              34

            


    


    
      
        
        

      

      
        Contents
          1

        
          

        

      

      
        
        

      

    

     

    

     

    
      Contents

    

     

    
      	 	
              6.5

            	
              Taxation
                deduction procedures

            	
              34

            
	 	
              6.6

            	
              Tax
                Credit

            	
              34

            
	 	
              6.7

            	
              Tax
                affairs

            	
              34

            
	 	
              6.8

            	
              Amounts
                payable on demand

            	
              35

            
	 	
              6.9

            	
              Appropriation
                of payments

            	
              35

            
	 	
              6.10

            	
              Currency
                exchanges

            	
              35

            
	 	 	 
	
              7

            	
              Representations
                and warranties

            	
              35

            
	 	
              7.1

            	
              General
                representations and warranties

            	
              35

            
	 	
              7.2

            	
              Project
                representations and warranties

            	
              38

            
	 	
              7.3

            	
              Survival
                and repetition of representations and warranties

            	
              39

            
	 	
              7.4

            	
              Reliance
                by Finance Parties

            	
              39

            
	 	 	 
	
              8

            	
              Undertakings

            	
              40

            
	 	
              8.1

            	
              Conduct
                of Project

            	
              40

            
	 	
              8.2

            	
              Project
                Covenants

            	
              40
                

            
	 	
              8.3

            	
              Provisions
                relating to the MDOA

            	
              41

            
	 	
              8.4

            	
              Environmental
                issues

            	
              41

            
	 	
              8.5

            	
              Mineral
                Rights

            	
              41

            
	 	
              8.6

            	
              Corporate
                budget

            	
              42

            
	 	
              8.7

            	
              Provision
                of information and reports

            	
              42

            
	 	
              8.8

            	
              Proper
                accounts

            	
              43

            
	 	
              8.9

            	
              Notices
                to the Agent

            	
              43

            
	 	
              8.10

            	
              Corporate
                existence

            	
              44

            
	 	
              8.11

            	
              Compliance

            	
              44

            
	 	
              8.12

            	
              Maintenance
                of capital

            	
              44

            
	 	
              8.13

            	
              Compliance
                with laws and Authorisations

            	
              45

            
	 	
              8.14

            	
              Payment
                of debts, outgoings and Taxes

            	
              45

            
	 	
              8.15

            	
              Project
                Documents

            	
              45

            
	 	
              8.16

            	
              Amendments
                to constitution

            	
              46

            
	 	
              8.17

            	
              Negative
                pledge and disposal of assets

            	
              46

            
	 	
              8.18

            	
              No
                change to business

            	
              46

            
	 	
              8.19

            	
              Financial
                accommodation and Financial Indebtedness

            	
              47

            
	 	
              8.20

            	
              Arm’s
                length transactions

            	
              47

            
	 	
              8.21

            	
              No
                Subsidiaries

            	
              47

            
	 	
              8.22

            	
              Restrictions
                on Distributions and fees

            	
              47

            
	 	
              8.23

            	
              Undertakings
                regarding Secured Property

            	
              47

            
	 	
              8.24

            	
              Insurance

            	
              48

            
	 	
              8.25

            	
              Financial
                undertakings

            	
              50

            
	 	
              8.26

            	
              Hedging

            	
              50

            
	 	
              8.27

            	
              Legal
                opinions

            	
              50

            
	 	
              8.28

            	
              Subordination

            	
              51

            
	 	
              8.29

            	
              Term
                of undertakings

            	
              51

            
	 	 	 
	
              9

            	
              Cashflow
                Model

            	
              52

            
	
            	
              9.1

            	
              Calculations

            	
              52

            
	 	
              9.2

            	
              Calculations
                in United States Dollars

            	
              52

            
	 	
              9.3

            	
              Maintenance

            	
              52

            
	 	
              9.4

            	
              Update
                of Cashflow Model

            	
              52

            
	 	
              9.5

            	
              Factors
                since commencement of production

            	
              52

            
	 	
              9.6

            	
              Delivery
                of updated Cashflow Model

            	
              52

            
	 	
              9.7

            	
              Determination
                is binding

            	
              53

            
	 	 	 
	
              10

            	
              Transaction
                Accounts

            	
              53

            
	 	
              10.1

            	
              Establishment
                of Transaction Accounts

            	
              53

            


    


    
      
        
        

      

      
        Contents
          2

        
          

        

      

      
        
        

      

    


    


     

    
      Contents

    

     

    
      	 	
              10.2

            	
              Project
                Operating Account

            	
              53

            
	 	
              10.3

            	
              Proceeds
                Account

            	
              53

            
	 	
              10.4

            	
              Limit
                on withdrawals

            	
              54

            
	 	 	 
	
              11

            	
              Events
                of Default

            	
              54

            
	 	
              11.1

            	
              Events
                of Default

            	
              57

            
	 	
              11.2

            	
              Effect
                of Event of Default

            	
              57

            
	 	
              11.3

            	
              Transaction
                Parties to continue to perform

            	
              57

            
	 	
              11.4

            	
              Enforcement

            	
              57

            
	 	
              11.5

            	
              Review
                event

            	
              57

            
	 	 	 
	
              12

            	
              Increased
                costs and illegality

            	
              58

            
	 	
              12.1

            	
              Increased
                costs

            	
              58

            
	 	
              12.2

            	
              Illegality

            	
              58

            
	 	
              12.3

            	
              Reduction
                of Commitment

            	
              59

            
	 	 	 
	
              13

            	
              Indemnities
                and Break Costs

            	
              59

            
	 	
              13.1

            	
              General
                indemnity

            	
              59

            
	 	
              13.2

            	
              Break
                Costs

            	
              60

            
	 	
              13.3

            	
              Foreign
                currency indemnity

            	
              60

            
	 	
              13.4

            	
              Conversion
                of currencies

            	
              60

            
	 	
              13.5

            	
              Continuing
                indemnities and evidence of Loss

            	
              60

            
	 	 	 
	
              14

            	
              Fees,
                Tax, costs and expenses

            	
              61

            
	 	
              14.1

            	
              Arrangement
                fee

            	
              61

            
	 	
              14.2

            	
              Commitment
                fee

            	
              61

            
	 	
              14.3

            	
              Tax

            	
              61

            
	 	
              14.4

            	
              Costs
                and expenses

            	
              61

            
	 	 	 
	
              15

            	
              Interest
                on overdue amounts

            	
              62

            
	 	
              15.1

            	
              Payment
                of interest

            	
              62

            
	 	
              15.2

            	
              Accrual
                of interest

            	
              62

            
	 	
              15.3

            	
              Rate
                of interest

            	
              62

            
	 	 	 
	
              16

            	
              Assignment

            	
              63

            
	 	
              16.1

            	
              Assignment
                by Transaction Party

            	
              63

            
	 	
              16.2

            	
              Borrower
                obligation in registered form

            	
              63

            
	 	
              16.3

            	
              Assignment
                by Finance Party

            	
              63

            
	 	
              16.4

            	
              Assist

            	
              63

            
	 	
              16.5

            	
              Participation
                not permitted

            	
              63

            
	 	
              16.6

            	
              Lending
                Office

            	
              63

            
	 	
              16.7

            	
              No
                increase in costs

            	
              64

            
	 	 	 
	
              17

            	
              Saving
                provisions

            	
              64

            
	 	
              17.1

            	
              No
                merger of security

            	
              64

            
	 	
              17.2

            	
              Exclusion
                of moratorium

            	
              64

            
	 	
              17.3

            	
              Conflict

            	
              64

            
	 	
              17.4

            	
              Consents

            	
              64

            
	 	
              17.5

            	
              Principal
                obligations

            	
              64

            
	 	
              17.6

            	
              Non-avoidance

            	
              65

            
	 	
              17.7

            	
              Set-off
                authorised

            	
              65

            
	 	
              17.8

            	
              Agent’s
                certificates and approvals

            	
              65

            
	 	
              17.9

            	
              No
                reliance or other obligations and risk assumption

            	
              65

            
	 	
              17.10

            	
              Power
                of attorney

            	
              66

            


    


    
      
        
        

      

      
        Contents
          3

        
          

        

      

      
        
        

      

    

     

    

     

    
      Contents

    

     

    
      	
              18

            	
              General

            	
              66

            
	 	
              18.1

            	
              Confidential
                information

            	
              66

            
	 	
              18.2

            	
              Transaction
                Party to bear cost

            	
              66

            
	 	
              18.3

            	
              Notices

            	
              66

            
	 	
              18.4

            	
              Governing
                law and jurisdiction

            	
              67

            
	 	
              18.5

            	
              Prohibition
                and enforceability

            	
              67

            
	 	
              18.6

            	
              Waivers

            	
              67

            
	 	
              18.7

            	
              Variation

            	
              68

            
	 	
              18.8

            	
              Cumulative
                rights

            	
              68

            
	 	
              18.9

            	
              Attorneys

            	
              68

            
	 	
              18.10

            	
              Counterparts

            	
              68

            
	 	 	 
	 	
              Schedules

            	 
	 	 	 
	 	
              Notice
                Details

            	
              70

            
	 	 	 
	 	
              Repayment
                Schedule

            	
              72

            
	 	 	 
	 	
              Securities

            	
              73

            
	 	 	 
	 	
              Officer’s
                certificate

            	
              74

            
	 	 	 
	 	
              Funding
                Notice

            	
              76

            
	 	 	 
	 	
              Promissory
                Note

            	
              77

            
	 	 	 
	 	
              Permitted
                Encumbrances

            	
              79

            
	 	 	 
	 	
              Material
                Agreements

            	
              81

            
	 	 	 
	 	
              RMB
                GSA

            	
              83

            
	 	 	 
	 	
              Key
                Mineral Rights

            	
              96

            
	 	 	 
	 	
              Current
                Insurance Policies

            	
              103

            
	 	 	 
	 	
              Excluded
                Claims

            	
              104

            
	 	 	 
	 	
              Extension
                Facility Repayment Schedule

            	
              105

            
	 	 	 
	 	
              Officer’s
                certificate

            	
              106

            


    

     

    Signing
      page

     

    Freehills
      owns the copyright in this document and using it without permission is strictly
      prohibited.


    
      
        
        

      

      
        Contents
          4

        
          

        

      

      
        
        

      

    

     

    


    The
      agreement

     

    Facility
      Agreement

    
      
        

      

    

     

    Date
      ►

     

    
      	
              Between
                the parties

            	 
	 	 
	 	 
	
              Borrower

            	
              Montana
                Tunnels Mining, Inc.

               

              a
                corporation existing under the laws of Delaware, United States of
                America

               

              of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220, United States of America

               

              (Borrower)

               

            
	 	 
	
              Guarantors

               

            	
              Apollo
                Gold Corporation

               

              a
                corporation existing under the laws of the Yukon Territory,
                Canada

               

              of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220, United States of America

               

              (APG)

               

            
	 	 
	 	
              Apollo
                Gold Inc.

               

              a
                corporation existing under the laws of Delaware, United States of
                America

               

              of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220, United States of America

               

              (AGI)

               

            
	 	 
	
              Financier

               

            	
              RMB
                Australia Holdings Limited

               

              a
                company incorporated under the laws of Australia

               

              of
                Level 13, 60 Castlereagh Street, Sydney, New South Wales 2000,
                Australia

               

              (Financier)

               

            
	 	 
	
              Agent

               

            	
              RMB
                Resources Inc.

               

              a
                company incorporated under the laws of Delaware, United States of
                America

               

              of
                Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United
                States of
                America

               

              (Agent)

               

            


    


    
      
        
        

      

      
        page
          1

        
          

        

      

      
        
        

      

    

     

    


    The
      agreement

    
      	 	 
	 	 
	
              Background

            	
              the
                Financier has agreed to provide the Facilities to the Borrower on
                the
                terms of this agreement.

               

            
	 	 
	
              The
                parties agree

               

            	
              as
                set out in the operative part of this agreement, in consideration
                of,
                among other things, the mutual promises contained in this
                agreement.

               

            


    

     

    
      
        
        

      

      
        page
          2

        
          

        

      

      
        
        

      

    

     

    

     

    Operative
      part

     

    1 Definitions
      and interpretations

    
      
        

      

    

     

    1.1 Definitions

     

    The
      meanings of the terms used in this document are set out below.

     

    
      	
              Term

            	
              Meaning

            
	 	 
	 	 
	
              Accounting
                Standards

               

            	
              generally
                accepted accounting principles in Canada.

               

            
	 	 
	
              Affiliate

               

            	
              with
                respect to a Person:

               

              1    
                any
                partner, officer, ten percent (10%) or more shareholder, manager,
                director, employee or managing agent of that Person or that Person’s
                Affiliates; 

               

              2    
                any
                spouse, parent, siblings, children or grandchildren (by birth or
                adoption)
                of that Person; and 

               

              3   
                 any
                other Person (other than a Subsidiary):

               

                
                ·   that
                directly or indirectly through one or more intermediaries, controls,
                or is
                controlled by, or is under common control with, that Person; 

               

                
                ·   that
                directly or indirectly beneficially owns or holds 10% or more of
                any class
                of voting stock or partnership or other voting interest of that Person
                or
                any Subsidiary of that Person; or 

               

                
                ·   10%
                or more of the voting stock or partnership or other voting interest
                of
                which is directly or indirectly beneficially owned or held by that
                Person
                or a Subsidiary of that Person.

               

            
	 	 
	
              Amendment
                and Restatement Agreement

               

            	
              the
                Amendment and Restatement Agreement to be entered into between each
                party
                to this agreement under which the terms of this agreement are amended
                and
                restated.

               

            
	 	 
	
              Attorney

               

            	
              an
                attorney appointed under a Transaction Document.

               

            
	 	 
	
              Authorisation

               

            	
              1   
                 any
                consent, registration, filing, agreement, notice of non-objection,
                notarisation, certificate, licence, approval, permit, authority or
                exemption; or

               

              2  
                  in
                relation to anything which a Government Agency may prohibit or restrict
                within a specific period, the expiry of that period without intervention
                or action or notice of intended intervention or action.

               

            
	 	 
	
              Availability
                Period

               

            	
              1  
                  in
                relation to the Loan Facility, the Loan Facility Availability Period;
                and

               

              2 
                   in
                relation to the Extension Facility, the Extension Facility Availability
                Period.

               

            


    


    
      
        
        

      

      
        page
          3

        
          

        

      

      
        
        

      

    

    

      
        	
                

              	
                1     Definitions
                  and interpretations

              


      

    

     

    
      	
              Term

            	
              Meaning

            
	 	 
	 	 
	
              Available
                Cashflow

               

            	
              on
                30 September 2008 and any Repayment Date, the Revenue for the preceding
                Quarter minus the aggregate of the amounts to be applied on the relevant
                date under clauses 10.3(b)(1) to 10.3(b)(7).

               

            
	 	 
	
              Bensing
                Title Reports

               

            	
              1    
                the
                “Montana Tunnels Patented Ground Title Report” prepared at the request of
                Bensing and Associates, Inc. dated 2 February 2007; and 

               

              2    
                the
                “MTMI Unpatented Mining Claims Location to Present Title Report” prepared
                at the request of Bensing and Associates, Inc. dated 2 February
                2007.

               

            
	 	 
	
              Best
                Efforts

               

            	
              in
                respect of clause 8.3(a) the commercially reasonable best
                efforts of the Borrower in its capacity as a participant in the Project
                having the percentage interest which the Borrower holds from time
                to time
                (50% at the date of this agreement) in the MDOA.

               

            
	 	 
	
              Break
                Costs 

               

            	
              for
                any repayment or prepayment the amount (if any) by which:

               

              1    
                the
                interest on the amount repaid or prepaid which the Financier should
                have
                received under this agreement (had the repayment or prepayment not
                occurred), 

               

              exceeds:

               

              2    
                the
                return which that Financier would be able to obtain by placing the
                amount
                repaid or prepaid to it on deposit with a Reference Bank, 

               

              in
                each case for the period from the date of repayment or prepayment
                until
                the last day of the then current Interest Period applicable to the
                repaid
                or prepaid amount.

               

            
	 	 
	
              Business
                Day

               

            	
              1    
                for
                the purposes of clause 18.3, a day on which banks are open for
                business in the city where the notice or other communication is received
                excluding a Saturday, Sunday or public holiday; and

               

              2    
                for
                all other purposes, a day on which banks are open for business in
                Sydney,
                Australia and Denver, Colorado, excluding a Saturday, Sunday or public
                holiday.

               

            
	 	 
	
              CADS

               

            	
              in
                respect of a period, the Revenue for that period less the aggregate
                of the
                following amounts actually paid by the Borrower during that period
                (or,
                where not actually paid at the date of any calculation, projected
                or
                estimated by the Borrower to be actually paid by the Borrower during
                that
                period as contemplated in the Cashflow Model):

               

              1    
                Operating
                Costs in accordance with the latest Cashflow Model; and

               

              2    
                any
                fees, Taxes or royalties paid to a Government Agency in respect of
                the
                Project (whether currently payable or levied or imposed after the
                date of
                this agreement) or royalties payable under the terms of any agreement
                in
                relation to the Mineral Rights.

               

            
	 	 
	
              Calculation
                Date

               

            	
              each
                Quarterly Date while there is Principal Outstanding or exposure under
                a
                Financier Hedging Agreement with respect to Product.

               

            


    


    
      
        
        

      

      
        page
          4

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Canada
                Trust Securities

               

            	
              1    
                the
                General Security Agreement granted by APG in favour of the Canada
                Trust
                Company dated 4 January 2006;

               

              2    
                the
                charge granted by APG in favour of the Canada Trust Company dated
                6
                January 2006;

               

              3     the
                Assignment of Material Documents granted by APG in favour of the
                Canada
                Trust Company dated 6 January 2006;

               

              4    
                the
                Assignment of Insurance granted by APG in favour of the Canada Trust
                Company dated 6 January 2006;

               

              5    
                the
                Environmental Indemnity Agreement granted by APG in favour of the
                Canada
                Trust Company dated 4 January 2006; and

               

              6    
                the
                Construction Lien, Warranty and Indemnity granted by APG in favour
                of the
                Canada Trust Company dated 4 January 2006,

               

              granted
                to secure obligations under the Secured Debentures. 

               

            
	 	 
	
              Canadian
                Dollars

               

            	
              the
                lawful currency of Canada.

               

            
	 	 
	
              Cashflow
                Model

               

            	
              the
                cashflow model prepared by the Borrower and approved by the Agent
                and
                based on the Project Plan to be initially provided in accordance
                with
                clause 2.1(g) and then provided in an updated form under clause
                9.

               

            
	 	 
	
              Change
                in Law

               

            	
              any
                present or future law, regulation, treaty, order or official directive
                or
                request (which, if not having the force of law, would be complied
                with by
                a responsible financial institution) which:

               

              1    
                commences,
                is introduced, or changes, after the date of this agreement;
                and

               

              2    
                does
                not relate to a change in the effective rate at which Tax is imposed
                on
                the overall net income of a Finance Party.

               

            
	 	 
	
              Clements
                Litigation

               

            	
              the
                litigation commenced as at the date of this agreement and known in
                its
                filing as “Christoper Clements, et al v. Montana Tunnels Mining, Inc. and
                Apollo Gold, Inc.”.

               

            
	 	 
	
              Collateral
                Security

               

            	
              any
                present or future Encumbrance, Surety Obligation or other document
                or
                agreement created or entered into by a Transaction Party or any other
                person as security for, or to credit enhance, the payment of any
                of the
                Secured Moneys, including any further security granted under clause
                8.23(b).

               

            
	 	 
	
              Commitment

               

            	
              the
                Loan Facility Commitment and the Extension Facility Commitment, and
                Commitments
                means
                both of them.

               

            


    


    
      
        
        

      

      
        page
          5

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Contamination

               

            	
              in
                respect of a property, the presence of Pollutants:

               

              1    
                in,
                on or under the property; or

               

              2    
                in
                the ambient air and emanating from the property.

               

            
	 	 
	
              Contested
                Tax

               

            	
              a
                Tax payable by a Transaction Party where the Transaction Party is
                contesting its liability to pay that Tax, and has reasonable grounds
                to do
                so.

               

            
	 	 
	
              Control

               

            	
              of
                a Person, includes the possession directly or indirectly of the power,
                whether or not having statutory, legal or equitable force, and whether
                or
                not based on statutory, legal or equitable rights, directly or indirectly,
                to do any of the following:

               

              1    
                where
                the word Control is used in the context of a Review Event, to control
                20%
                or more of the total votes which might be cast at a general meeting
                of
                that Person;

               

              2    
                where
                the word Control is used elsewhere in this agreement, to control
                50% or
                more of the total votes which might be cast at a general meeting
                of that
                Person;

               

              3    
                to
                elect or appoint a majority of the board of directors or other governing
                body of that Person; or

               

              4    
                to
                direct or cause the direction of the management and policies of that
                company whether by means of trusts, agreements, arrangements,
                understandings, the ownership of any interest in shares or stock
                of that
                company or otherwise.

               

            
	 	 
	
              Corporate
                Budget

               

            	
              the
                consolidated corporate budget for non-Project expenditures of the
                Borrower, AGI and APG through the end of 2008, to be provided in
                accordance with clause 2.1(e) and amended to the extent that the
                Agent
                agrees to a proposal provided under clause 8.7(b).

               

            
	 	 
	
              Current
                Insurance Policies

               

            	
              the
                policies summarised in schedule 11. 

               

            
	 	 
	
              Default

               

            	
              1    
                an
                Event of Default; or

               

              2    
                a
                Potential Event of Default.

               

            
	 	 
	
              Dispose

               

            	
              in
                relation to any asset, property or right, means to sell, transfer,
                assign,
                surrender, convey, lease, licence, lend, farm-out or otherwise dispose
                of
                any interest in the asset, property or right.

               

            
	 	 
	
              Distribution

               

            	
              any
                dividend, distribution or other amount declared or paid by a Transaction
                Party on any Marketable Securities issued by it.

               

            
	 	 
	
              Documents

               

            	
              the
                Transaction Documents and the Project Documents.

               

            


    


    
      
        
        

      

      
        page
          6

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              EKT

               

            	
              Elkhorn
                Tunnels, LLC, a limited liability company existing under the laws
                of
                Delaware, United States of America.

               

            
	 	 
	
              Encumbrance

               

            	
              1    
                any
                mortgage, agreement to secure debt, agreement of trust, lien, pledge,
                charge, capital lease, conditional sale or other title retention
                agreement, or other security interest, security title or encumbrance
                of
                any kind in respect of any property of that Person or upon the income
                and
                profits therefrom, whether that interest is based on the common law,
                statute or contract;

               

              2    
                any
                arrangement, express or implied, under which any property of that
                Person
                is transferred, sequestered or otherwise identified for the purpose
                of
                subjecting the same to the payment of Financial Indebtedness or
                performance of any other obligation in priority to the payment of
                the
                general, unsecured creditors of that Person; and 

               

              3    
                the
                filing of, or any agreement to give, any financing statement under
                the
                Uniform Commercial Code of any state or its equivalent in any
                jurisdiction.

               

            
	 	 
	
              Environmental
                Approvals

               

            	
              all
                consents, approvals, licences or other Authorisations of any kind
                required
                by Environmental Law.

               

            
	 	 
	
              Environmental
                Bonding

               

            	
              the
                environmental bonding described in paragraph 1.4 of Exhibit A to
                the MDOA,
                except to the extent pertaining to the Diamond Hill Property described
                in
                the MDOA.

               

            
	 	 
	
              Environmental
                Law

               

            	
              any
                law of the United States of America or the State of Montana that
                relates
                to the protection of the environment or health and safety or manages
                Pollutants, including laws concerning land use or the rehabilitation
                of
                any land, development, Contamination, conservation of natural or
                cultural
                resources and resource allocation (including any law of the United
                States
                of America or the State of Montana relating to the exploration for,
                and
                development or exploitation of, any natural resource).

               

            
	 	 
	
              Event
                of Default

               

            	
              any
                event specified in clause 11.1.

               

            
	 	 
	
              Excess
                Cashflow

               

            	
              on
                any Repayment Date, the Borrower’s entitlement to the Net Cashflow (as
                defined in the MDOA) for the preceding Quarter minus the following
                amounts:

               

              1    
                any
                amount payable to the Financier on that Repayment Date as interest
                payable
                under this agreement; and

               

              2    
                the
                relevant Repayment Amount due on that Repayment Date,

               

              plus
                or minus (as the case may be) the net revenue generated under the
                Financier Hedging Agreements.

               

            
	 	 
	
              Exchange

               

            	
              the
                Toronto Stock Exchange or the American Stock Exchange and Exchanges
                means
                both of them.

               

            


    


    
      
        
        

      

      
        page
          7

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Excluded
                Claims

               

            	
              the
                unpatented mining claims listed in schedule 12.

               

            
	 	 
	
              Excluded
                Tax

               

            	
              a
                Tax imposed by any jurisdiction on the net income of a Finance Party
                but
                not a Tax:

               

              1    
                calculated
                on or by reference to the gross amount of any payment (without allowance
                for any deduction) derived by a Finance Party under a Transaction
                Document
                or any other document referred to in a Transaction Document;
                or

               

              2    
                imposed
                as a result of a Finance Party being considered a resident of or
                organised
                or doing business in that jurisdiction solely as a result of it being
                a
                party to a Transaction Document or any transaction contemplated by
                a
                Transaction Document.

               

            
	 	 
	
              Extension
                Facility

               

            	
              the
                facility which will be made available by the Financier to the Borrower
                under clause 3.1(b) of this agreement.

               

            
	 	 
	
              Extension
                Facility Availability Period

               

            	
              the
                period commencing on the satisfaction of the conditions precedent
                in
                clause 2.2 and ending on 1 July 2008.

               

            
	 	 
	
              Extension
                Facility Commitment

               

            	
              the
                maximum aggregate amount agreed to be provided by the Financier under
                the
                Extension Facility, being US$5,150,000, as reduced or cancelled in
                accordance with this agreement.

               

            
	 	 
	
              Extension
                Facility Funding Date

               

            	
              the
                date on which an Extension Facility Funding Portion is provided,
                or is to
                be provided, to the Borrower under this agreement.

               

            
	 	 
	
              Extension
                Facility Funding Portion

               

            	
              the
                portion of the Extension Facility Commitment provided under this
                agreement.

               

            
	 	 
	
              Extension
                Facility Price Protection Program

               

            	
              a
                metals hedging program over the term of the Extension Facility with
                respect to all metals produced by the Project to be agreed between
                the
                Borrower and the Agent and implemented by the Borrower and the Financier
                as a condition precedent to the provision of the Extension
                Facility.

               

            
	 	 
	
              Extension
                Facility Repayment Amount

               

            	
              for
                each Extension Facility Repayment Date, the amount set out in the
                right
                column of the Extension Facility Repayment Schedule.

               

            
	 	 
	
              Extension
                Facility Repayment Date

               

            	
              each
                of the dates set out in the left column of the Extension Facility
                Repayment Schedule. 

               

            


    


    
      
        
        

      

      
        page
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Extension
                Facility Repayment Schedule

               

            	
              the
                repayment schedule set out in schedule 13.

               

            
	 	 
	
              Facility

               

            	
              the
                Loan Facility and the Extension Facility, and Facilities
                means
                both of them.

               

            
	 	 
	
              Federal
                Royalty

               

            	
              any
                royalty or other fee payable to a Government Agency of the United
                States
                of America based on the production of minerals from the
                Project.

               

            
	 	 
	
              Final
                Repayment Date

               

            	
              1    
                in
                respect of the Loan Facility, the later of the last occurring Loan
                Facility Repayment Date set out in the left column of the Repayment
                Schedule, or any other date determined to be the Final Repayment
                Date in
                accordance with this agreement; and

               

              2    
                in
                respect of the Extension Facility, the later of the last occurring
                Extension Facility Repayment Date set out in the left column of the
                Extension Facility Repayment Schedule, or any other date determined
                to be
                the Final Repayment Date in accordance with this agreement.

               

            
	 	 
	
              Finance
                Party

               

            	
              each
                of the Agent and the Financier and Finance
                Parties means
                both of them.

               

            
	 	 
	
              Financial
                Indebtedness

               

            	
              any
                debt or other monetary liability in respect of moneys borrowed or
                raised
                or any financial accommodation including under or in respect of
                any:

               

              1    
                bill,
                bond, debenture, note or similar instrument;

               

              2    
                acceptance,
                endorsement or discounting arrangement;

               

              3    
                Surety
                Obligation;

               

              4    
                finance
                or capital Lease;

               

              5    
                agreement
                for the deferral of a purchase price or other payment in relation
                to the
                acquisition of any asset or service;

               

              6    
                obligation
                to deliver goods or provide services paid for in advance by any
                financier;

               

              7    
                agreement
                for the payment of capital or premium on the redemption of any preference
                shares; or

               

              8    
                Hedging
                Agreements,

               

              and
                irrespective of whether the debt or liability:

               

              9    
                is
                present or future;

               

              10  
                is
                actual, prospective, contingent or otherwise;

               

              11  
                is
                at any time ascertained or unascertained;

               

              12  
                is
                owed or incurred alone or severally or jointly or both with any other
                person; or

               

              13  
                comprises
                any combination of the above.

               

            


    


    
      
        
        

      

      
        page
          9

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Financial
                Report

               

            	
              in
                relation to an entity, the following financial statements and information
                in relation to the entity (or the equivalent financial statements
                or
                information in the jurisdiction of the entity), prepared for its
                financial
                quarter, financial half-year or financial year:

               

              1    
                a
                statement of financial performance;

               

              2    
                a
                statement of financial position; and

               

              3    
                a
                statement of cashflows.

               

            
	 	 
	
              Financier
                Hedging Agreement

               

            	
              the
                RMB ISDA and each other Hedging Agreement to which the Financier
                is a
                party.

               

            
	 	 
	
              Force
                Majeure Event

               

            	
              1    
                an
                act of God;

               

              2    
                war,
                revolution, an act of terrorism, or any other unlawful act against
                public
                order or authority;

               

              3    
                a
                restraint by a Government Agency; and

               

              4    
                any
                other event which a reasonable person could not foresee or reasonably
                make
                provision for or insure against, 

               

              which
                wholly or partially prevents, hinders, obstructs, delays or interferes
                with the development or operation of the Project or the sale of
                Product.

               

            
	 	 
	
              Funding
                Date

               

            	
              the
                date on which a Funding Portion is provided, or is to be provided,
                to the
                Borrower under this agreement.

               

            
	 	 
	
              Funding
                Notice

               

            	
              a
                notice given under clause 4.1.

               

            
	 	 
	
              Funding
                Portion

               

            	
              each
                portion of a Commitment provided under this agreement.

               

            
	 	 
	
              Funding
                Rate

               

            	
              in
                respect of an Interest Period, the aggregate of:

               

              1    
                LIBOR
                for that Interest Period; and

               

              2    
                the
                Margin.

               

            
	 	 
	
              Good
                Industry Practice

               

            	
              the
                degree of care and skill, diligence, prudence (financial and operational),
                foresight and operating practice which would reasonably and ordinarily
                be
                expected from a skilled operator engaged in the same type of undertaking
                as the Project under the same or similar circumstances.

               

            
	 	 
	
              Government
                Agency

               

            	
              any
                government or any governmental, semi-governmental, administrative,
                fiscal
                or judicial body, department, commission, authority, tribunal, agency
                or
                entity.

               

            


    


    
      
        
        

      

      
        page
          10

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Guarantor

               

            	
              each
                of:

               

              1    
                AGI;
                and

               

              2    
                APG,

               

              and
                Guarantors
                means all of them.

               

            
	 	 
	
              Hedging
                Agreement

               

            	
              each
                interest rate transaction, foreign exchange transaction, equity or
                equity
                index option, bond option, commodity swap, commodity option, commodity
                forward sale, cap transaction, currency swap transaction, cross-currency
                swap rate transaction or any other hedge or derivative agreement
                entered
                into by a Transaction Party, including any master agreement and any
                transaction or confirmation under it.

               

            
	 	 
	
              Initial
                Extension Facility Transaction Costs

               

            	
              1    
                all
                Taxes and registration fees payable on or with respect to the RMB
                GSA and
                the Amendment and Restatement Agreement;

               

              2    
                the
                arrangement fee described in clause 14.1(b);

               

              3    
                the
                reasonable legal fees in relation to the preparation, negotiation
                and
                completion of the RMB GSA and the Amendment and Restatement Agreement
                and
                all related matters; and

               

              4    
                all
                other fees, costs and expenses (including travel costs, fees payable
                to
                any independent technical expert and other disbursements) of the
                Finance
                Parties in connection with the provision of the Extension
                Facility.

               

            
	 	 
	
              Initial
                Transaction Costs

               

            	
              1    
                all
                Taxes and registration fees payable on or with respect to the Transaction
                Documents;

               

              2    
                the
                arrangement fee described in clause 14.1;

               

              3    
                the
                reasonable legal fees in relation to the preparation, negotiation
                and
                completion of the Transaction Documents and all related matters;
                and

               

              4    
                all
                other fees, costs and expenses (including travel costs, fees payable
                to
                any independent technical expert and other disbursements) of the
                Finance
                Parties.

               

            
	 	 
	
              Inter-Company
                Claims 

               

            	
              1    
                all
                debts and liabilities of each Transaction Party to any other Transaction
                Party on any account and in any capacity, irrespective of whether
                the
                debts and liabilities:

               

              2    
                are
                present or future;

               

              3    
                are
                actual, prospective, contingent or otherwise;

               

              4    
                are
                at any time ascertained or unascertained;

               

              5    
                are
                owed or incurred by or on account of a Transaction Party alone severally
                or jointly with another person;

               

              6    
                are
                owed to or incurred for the account of a Transaction Party alone,
                or
                severally or jointly with another person;

               

              7    
                are
                owed to another person as agent (whether disclosed or not) for or
                on
                behalf of a Transaction Party; or

               

              8    
                comprise
                a combination of the above.

               

            


    


    
      
        
        

      

      
        page
          11

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Interest
                Payment Date

               

            	
              the
                last day of each Interest Period.

               

            
	 	 
	
              Interest
                Period

               

            	
              a
                period selected or determined under clause 4.5.

               

            
	 	 
	
              Key
                Mineral Rights

               

            	
              those
                Mineral Rights required to enable the Borrower to develop and operate
                the
                Project in accordance with the Cashflow Model and Project Plan which
                are,
                as at the time of this agreement, the Mineral Rights described in
                schedule
                10.

               

            
	 	 
	
              Key
                Personnel

               

            	
              1    
                R.
                David Russell (President and Chief Executive Officer, APG);

               

              2    
                Melvyn
                Williams (Chief Financial Officer; Senior Vice President - Finance
                and
                Corporate Development, APG);

               

              3    
                Timothy
                G. Smith (Vice President and General Manager, MTM); and

               

              4    
                Bruce
                Parker (Mine Manager, MTM).

               

            
	 	 
	
              Lease

               

            	
              a
                lease, sale lease-back, synthetic lease or any other agreement under
                which
                any property is or may be used or operated by a person other than
                the
                owner.

               

            
	 	 
	
              Lending
                Office

               

            	
              in
                respect of a Finance Party, the office of that Finance Party set
                out
                opposite its name in schedule 1 or any other office notified by a
                Finance Party under this agreement.

               

            
	 	 
	
              LIBOR
                Page

               

            	
              the
                Bloomberg Screen BTMM, being the page on which the British Brokers’
                Association Interest Settlement Rate for US Dollars is displayed,
                or any
                other Bloomberg page which may replace it for the purpose of displaying
                offered rates for United States Dollar deposits.

               

            
	 	 
	
              LIBOR

               

            	
              in
                relation to an Interest Period for a Funding Portion, the rate per
                cent
                per annum determined by the Agent to be:

               

              1     the
                average of the rates quoted on the LIBOR Page as being the rate per
                annum
                at which United States Dollar deposits are offered for a period equivalent
                to the Interest Period at about 11.00 am (London time) on the Value
                Date,
                eliminating the highest and lowest rates and rounding up the resultant
                figure to 4 decimal places;

               

              2    
                where
                2 or fewer rates are quoted for the relevant period on the LIBOR
                Page at
                the relevant time, the average of the rates notified to the Agent
                by each
                Reference Bank to be the rate per annum at which United States Dollar
                deposits are offered to that Reference Bank for a period equivalent
                to the
                Interest Period at about 11.00 am (London time) on the Value Date,
                rounding up the resultant figure to 4 decimal places; or

               

              3    
                if
                LIBOR cannot be determined in accordance with paragraphs 1 or 2 of
                this
                definition, the rate most nearly approximating the rate that would
                otherwise have been calculated by the Agent in accordance with paragraphs
                1 or 2 having regard to comparable indices then available in the
                financial
                markets.

               

            


    


    
      
        
        

      

      
        page
          12

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              LIBOR
                Business Day

               

            	
              a
                day on which banks are open for business in London and New York excluding
                a Saturday, Sunday or public holiday.

               

            
	 	 
	
              Loan
                Facility

               

            	
              the
                facility made available by the Financier to the Borrower under clause
                3.1(a) of this agreement.

               

            
	 	 
	
              Loan
                Facility Availability Period

               

            	
              the
                period commencing on the satisfaction of the conditions precedent
                in
                clause 2.1 and ending on the earlier of:

               

              1    
                the
                date on which the Commitment is cancelled in full under this agreement;
                or

               

              2    
                31
                December 2007.

               

            
	 	 
	
              Loan
                Facility Commitment

               

            	
              the
                maximum aggregate amount agreed to be provided by the Financier under
                the
                Loan Facility, being US$8,000,000, as reduced or cancelled in accordance
                with this agreement.

               

            
	 	 
	
              Loan
                Facility Funding Date

               

            	
              the
                date on which a Loan Facility Funding Portion is provided, or is
                to be
                provided, to the Borrower under this agreement.

               

            
	 	 
	
              Loan
                Facility Funding Portion

               

            	
              each
                portion of the Loan Facility Commitment provided under this
                agreement.

               

            
	 	 
	
              Loan
                Facility Repayment Amount

               

            	
              for
                each Loan Facility Repayment Date, the amount set out in the right
                column
                of the Repayment Schedule.

               

            
	 	 
	
              Loan
                Facility Repayment Date

               

            	
              each
                of the dates set out in the left column of the Repayment Schedule.
                

               

            
	 	 
	
              Loan
                Life Cover Ratio and
                LLCR

               

            	
              on
                any date, the figure calculated by the Agent in accordance with the
                formula:

               

              LLCR
                = CADS

                              
                PO

               

              where:

               

              LLCR
                is
                the Loan Life Cover Ratio on that date;

               

              CADS
                is
                the aggregate of CADS contemplated in the Cashflow Model for the
                period
                from that date up to the last occurring Final Repayment Date, discounted
                to present value at the rate which is the Funding Rate then applying
                to
                Extension Facility Funding Portions, on a continuous basis with quarterly
                rests, and the balance of the Debt Service Reserve Account on that
                date;
                and

               

              PO
                is
                the forecast Principal Outstanding on that date, taking into account
                any
                repayments or prepayments made on that date.

               

            


    


    
      
        
        

      

      
        page
          13

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Loss

               

            	
              any
                claim, action, damage, loss, liability, cost, charge, expense, outgoing
                or
                payment.

               

            
	 	 
	
              Manager

               

            	
              the
                manager of the Project appointed in accordance with Article VIII
                of the
                MDOA, or its successor.

               

            
	 	 
	
              Margin

               

            	
              1    
                in
                relation to the Loan Facility, 1.25% per annum; and

               

              2    
                in
                relation to the Extension Facility, 2.0% per annum.

               

            
	 	 
	
              Marketable
                Securities

               

            	
              1    
                debentures,
                stocks, shares or bonds of any government, of any local Government
                Agency,
                or of any body corporate, association or society, and includes any
                right
                or option in respect of shares in any body corporate;

               

              2    
                any
                unit (whatever called) in a trust estate which represents a legal
                or
                beneficial interest in any of the income or assets of a trust estate
                and
                includes, but is not limited to, any option to acquire any unit as
                described in this paragraph 2;

               

              3    
                any
                option or right in respect of an unissued share;

               

              4    
                any
                convertible note; and

               

              5    
                any
                instrument or security which is a combination of any of the
                above.

               

            
	 	 
	
              Material
                Adverse Effect

               

            	
              a
                material adverse effect on:

               

              1    
                any
                Transaction Party’s ability to perform any of its obligations under any
                Transaction Document;

               

              2    
                the
                rights of the Finance Parties under, or the enforceability of, a
                Transaction Document;

               

              3    
                the
                assets, business or operations of the Borrower (including the Project
                and
                the Project Assets); or

               

              4    
                the
                assets, business or operations of the Transaction Parties on a
                consolidated basis.

               

            
	 	 
	
              Material
                Agreement

               

            	
              each
                of the agreements described in schedule 8. 

               

            
	 	 
	
              MDOA

               

            	
              the
                Mine Development and Operating Agreement dated as of 28 July 2006
                between
                the Borrower and EKT, as amended by:

               

              1    
                a
                letter agreement dated 6 October 2006 between the Borrower and
                EKT;

               

            


    


    
      
        
        

      

      
        page
          14

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	 	
              2    
                a
                letter agreement dated 30 November 2006 between the Borrower and
                EKT;
                

               

              3    
                a
                letter agreement dated 8 January 2007 between the Borrower and EKT;
                

               

              4    
                a
                letter agreement dated 26 January 2007 between the Borrower and EKT;
                and

               

              5    
                a
                letter agreement dated 20 April 2007 between the Borrower and
                EKT.

               

            
	 	 
	
              MDOA
                Side Agreement

               

            	
              the
                side agreement between the Borrower, EKT and the Finance Parties
                in
                respect of the Mine Development and Operating Agreement.

               

            
	 	 
	
              Metals
                Price Protection Program

               

            	
              a
                base metal hedging program with respect to base metals produced by
                the
                Project to be agreed between the Borrower and the Agent and implemented
                by
                the Borrower and the Financier as a condition precedent to the provision
                of the Facility.

               

            
	 	 
	
              Mineral
                Rights

               

            	
              1    
                all
                of the patented and unpatented mining claims, fee and leased lands,
                and
                other interests in lands, which are described in the
                Securities;

               

              2    
                all
                entitlements of the Borrower or any other Transaction Party under
                the
                provisions of the Mining Law to conduct exploration or mining activities
                in any part of the Project Area;

               

              3    
                any
                present or future interest from time to time held by or on behalf
                of the
                Borrower or any Transaction Party in any present or future right,
                lease,
                licence, patented or unpatented mining claim, fee lands, permit,
                plan of
                operations or other authority which confers or may confer a right
                to
                prospect or explore for or mine any metals or minerals in any part
                of the
                Project Area;

               

              4    
                any
                present or future renewal, extension, modification, substitution,
                amalgamation or variation of any of the mineral rights described
                above
                (whether extending over the same or a greater or lesser area);
                and

               

              5    
                any
                present or future application for or an interest in any of the above
                which
                confers or which, when operated, will confer the same or similar
                rights in
                relation to the Project.

               

            
	 	 
	
              Mining
                Law

               

            	
              any
                law, including the relevant laws of Montana or otherwise, whether
                or not
                deriving from statute, concerning the acquisition by any allowed
                means of
                interests in public lands or private lands for the purpose of conducting
                mining exploration, mine development, mining operations, reclamation
                and
                related operations on that land, together with the rights necessary
                to
                conduct those activities, including but not limited to laws relating
                to
                public land use, development, conservation of natural or cultural
                resources and resource allocation and includes any laws concerning
                permits, licences and authorisations required to be received before
                conducting any of those activities and includes any and all rules,
                regulations or ordinances promulgated under or in respect of those
                laws.

               

            
	 	 
	
              MOOA

               

            	
              the
                Mill Operating and Option Agreement dated as of 28 July 2006 between
                Elkhorn Goldfields, Inc. and the Borrower. 

               

            


    


    
      
        
        

      

      
        page
          15

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Officer

               

            	
              1    
                in
                relation to a Transaction Party, a director, secretary, chief executive
                officer, chief financial officer, president or vice president or
                a person
                notified to be an authorised officer, of the Transaction Party;
                or

               

              2    
                in
                relation to a Finance Party, a director, secretary or any person
                whose
                title includes the word “Director”, “Managing Director”, “Manager” or
                “Vice President”, and any other person appointed by the Finance Party to
                act as its authorised officer for the purposes of this
                agreement.

               

            
	 	 
	
              Offtake
                Agreements

               

            	
              1    
                the
                zinc concentrate agreement dated 20 February 2007 between Teck Cominco
                and
                AGI; and

               

              2    
                the
                lead concentrate agreement dated 20 February 2007 between Teck Cominco
                and
                AGI.

               

            
	 	 
	
              Operating
                Costs

               

            	
              all
                expenses (including capital and recurrent expenditure of a routine
                nature)
                incurred and paid or projected in the Cashflow Model which are
                attributable to the Borrower to be incurred or paid by the Borrower
                in the
                ordinary course of business in connection with the day-to-day activities
                of the Project, including:

               

              1    
                administrative
                costs and charges in respect of the operation of the Project by the
                Borrower;

               

              2    
                premiums
                paid with respect to insurance; and

               

              3    
                payments
                with respect to Environmental Bonding,

               

              but
                excluding any payments to third parties in respect of liabilities
                to them
                covered by third party insurance.

               

            
	 	 
	
              Ordinary
                Course of Business

               

            	
              ordinary
                course of business of the Borrower consistent with past custom and
                practice (including with respect to quantity and frequency) as it
                has been
                conducted since 28 July 2006.

               

            
	 	 
	
              Overdue
                Margin

               

            	
              2%
                per annum.

               

            
	 	 
	
              Overdue
                Rate

               

            	
              the
                aggregate of:

               

              1    
                the
                Overdue Margin;

               

              2    
                the
                Margin applying to Extension Facility Funding Portions; and

               

              3    
                LIBOR
                on the relevant date on which the Overdue Rate is calculated under
                clause 15, as determined by the Agent in accordance with the
                definition of LIBOR in this clause 1.1 except that in making the
                determination all references in that definition to:

               

              ·    
                “Interest
                Period” are references to a period of 30 days;

               

              ·    
                “Value
                Date” are to the relevant date on which the Overdue Rate is calculated
                under clause 15; and

               

              ·     “Funding
                Portion” are to the relevant overdue amount.

               

            


    


    
      
        
        

      

      
        page
          16

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Payment
                Currency

               

            	
              the
                currency in which any payment is actually made.

               

            
	 	 
	
              Permitted
                Encumbrance

               

            	
              each
                Encumbrance listed in schedule 7.

               

            
	 	 
	
              Permitted
                Financial Accommodation

               

            	
              any
                financial accommodation or any Surety Obligation provided by a Transaction
                Party in respect of financial accommodation:

               

              1    
                under
                the Transaction Documents;

               

              2    
                in
                the ordinary course of business up to a maximum aggregate amount
                for all
                Transaction Parties of US$250,000;

               

              3    
                which
                can be characterised as an Inter-Company Claim; or

               

              4    
                with
                the Agent’s prior written consent.

               

            
	 	 
	
              Permitted
                Financial Indebtedness

               

            	
              1     any
                liability of a Transaction Party under any agreement entered into
                in the
                ordinary course of business for the acquisition of any asset or service
                where payment for the asset or service is deferred for a period of
                not
                more than 90 days;

               

              2     any
                Financial Indebtedness incurred or permitted to be incurred under
                any
                Transaction Document;

               

              3    
                any
                Inter-Company Claims;

               

              4    
                each
                Secured Debenture;

               

              5    
                any
                Financial Indebtedness incurred or permitted to be incurred
                under:

               

              6    
                the
                CAT Installment Sale Contract (Security Agreement) dated 27 February
                2007
                between MTM and Tractor & Equipment Co.;

               

              7    
                the
                Security Agreement dated 14 May 2007 between MTM and Financial Federal
                Credit Inc.; and

               

              8    
                the
                Master Lease Agreement No. MEF0570 dated 21 November 2006 between
                AGI and
                Marquette Equipment Finance, LLC.;

               

              9    
                each
                Series 2007-A Convertible Debenture issued by APG; 

               

              10  
                Permitted
                Hedging Agreements; or

               

              11  
                any
                other Financial Indebtedness approved by the Agent.

               

            
	 	 
	
              Permitted
                Hedging Agreements

               

            	
              1    
                Hedging
                Agreements entered into by APG in order to manage existing and anticipated
                risks associated with foreign exchange, currency and interest rates
                and
                not for speculative purposes where the aggregate of the out of the
                money
                exposures under those Hedging Agreements does not exceed US$500,000;
                or

               

              2    
                Hedging
                Agreements entered into by APG with the consent of the Agent.

               

            
	 	 
	
              Person

               

            	
              an
                individual, corporation, limited liability company, partnership,
                association, trust or unincorporated organization, or a government
                or any
                agency, division, department, or political subdivision a
                government.

               

            


    


    
      
        
        

      

      
        page
          17

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Pollutant

               

            	
              a
                pollutant, contaminant, dangerous, toxic or hazardous substance,
                petroleum
                or petroleum product, chemical, solid, special liquid, industrial
                or other
                waste.

               

            
	 	 
	
              Potential
                Event of Default

               

            	
              any
                thing which would become an Event of Default on the giving of notice
                (whether or not notice is actually given), the expiry of time, the
                satisfaction or non-satisfaction of any condition, or any combination
                of
                the above.

               

            
	 	 
	
              Power

               

            	
              any
                right, power, authority, discretion or remedy conferred on a Finance
                Party, a Receiver or an Attorney by any Transaction Document or any
                applicable law.

               

            
	 	 
	
              Principal
                Outstanding

               

            	
              at
                any time, the aggregate principal amount of all outstanding Funding
                Portions at that time.

               

            
	 	 
	
              Proceeds
                Account

               

            	
              the
                account established under clause 10.1(a).

               

            
	 	 
	
              Product

               

            	
              the
                present and future right, title and interest of a Transaction Party
                in and
                to all metals (including gold, dore, silver, zinc and lead), minerals,
                sulphides and concentrates that are mined, extracted, produced, smelted,
                refined, won, or otherwise derived from the Project Area and the
                Project.
                

               

            
	 	 
	
              Project

               

            	
              the
                project known as the Montana Tunnels Mine located near Helena, in
                Jefferson County, Montana, United States of America and the lands
                adjoining the Montana Tunnels Mine which forms part of the Project
                Area.

               

            
	 	 
	
              Project
                Area

               

            	
              the
                areas the subject of the Mineral Rights described in paragraph 1
                of the
                definition of Mineral Rights.

               

            
	 	 
	
              Project
                Assets

               

            	
              all
                the right, title and interest both present and future of any Transaction
                Party which is attributable to the Project and includes all the right,
                title and interest both present and future of a Transaction Party
                in, to,
                under or derived from:

               

              1    
                the
                Mineral Rights;

               

              2    
                the
                Product;

               

              3    
                the
                Project Area, including any title to or interest in land in the Project
                Area now or at a later time held by a Transaction Party;

               

              4    
                the
                Sales Contracts;

               

              5     every
                contract for the use by any third party of any of the assets and
                property
                included in the Project;

               

            


    


    
      
        
        

      

      
        page
          18

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	 	
              6    
                Authorisations
                in relation to the Project;

               

              7    
                the
                Project Documents and any other contract, agreement, permit, lease,
                licence, consent, easement, right of way and other rights or interests
                in
                land, which relate to the construction, operation or maintenance
                of the
                Project, or to the mining production, transportation, storage, treatment,
                processing or marketing of the Product;

               

              8    
                all
                exploration and mining information, documents, maps, reports, records,
                studies and other written data, including all data stored on magnetic
                tapes, disks or diskettes or any other computer storage media, relating
                to
                geological, geochemical and geophysical work, feasibility studies
                and
                other operations conducted with respect to the Project Area;

               

              9    
                all
                buildings, improvements, structures, systems, fixtures, plant, machinery,
                equipment, barges, tools and other personal property at any time
                used or
                intended for use in connection with or incidental to the exploration,
                mining, storage, transporting and processing of Product, and all
                associated facilities and infrastructure (including any treatment
                or
                processing plant); and

               

              10   every
                contract for the use by any third party of any of the assets described
                in
                paragraphs 1 to 9 inclusive.

               

            
	 	 
	
              Project
                Documents

               

            	
              1    
                all
                agreements under which a Transaction Party derives the right to conduct
                mining of or exploration for Product;

               

              2    
                the
                MDOA;

               

              3     each
                Material Agreement;

               

              4    
                any
                agreement or contract described in clause 8.15(c); 

               

              5    
                any
                other document executed from time to time by any person in respect
                of the
                documents described in paragraphs 1 to 4 inclusive or which is collateral,
                supplementary or related to those documents; and

               

              6    
                any
                other document that the Agent and the Borrower agree in writing to
                be a
                Project Document.

               

            
	 	 
	
              Project
                Life Cover Ratio and
                PLCR

               

            	
              on
                any date, the figure calculated by the Agent in accordance with the
                formula:

               

              PLCR
                = CADS

                               
                PO

               

              where:

               

              PLCR
                is
                the Project Life Cover Ratio on that date;

               

              CADS
                is
                CADS contemplated in the Cashflow Model for the period from that
                date up
                to 31 March 2009, discounted to present value at the rate which is
                the
                Funding Rate then applying to Extension Facility Funding Portions,
                on a
                continuous basis with quarterly rests, and the balance of the Debt
                Service
                Reserve Account on that date; and

               

              PO
                is
                the Principal Outstanding on that date, taking into account any repayments
                or prepayments made on that date.

               

            


    


    
      
        
        

      

      
        page
          19

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Project
                Operating Account

               

            	
              the
                operating account maintained and administered by the Borrower in
                its
                capacity as operator of the Project and established under clause
                10.1(a).

               

            
	 	 
	
              Project
                Plan

               

            	
              the
                L-PIT Life of Mine Plan dated July 2007, which describes the operating
                and
                financial budget and the operating and activities plan for the Project,
                to
                be initially provided in accordance with clause 2.1(k) and amended
                to the
                extent that the Agent agrees to an update provided under clause
                8.7(c).

               

            
	 	 
	
              Promissory
                Note

               

            	
              an
                instrument in the form set out in schedule 6.

               

            
	 	 
	
              Proven
                Reserves and Probable Reserves

               

            	
              “Proven
                Reserves” and “Probable Reserves” have the meanings given in, and are
                construed, reported and calculated in accordance with, the United
                States
                Securities and Exchange Commission Industry Guide 7 “Description of
                Property by Issuers Engaged or to be Engaged in Significant Mining
                Operations”, as amended.

               

            
	 	 
	
              Quarter

               

            	
              the
                period of 3 months preceding a Quarterly Date.

               

            
	 	 
	
              Quarterly
                Date

               

            	
              each
                of 31 March, 30 June, 30 September and 31 December each year.

               

            
	 	 
	
              Ratio

               

            	
              each
                of the LLCR and the PLCR and Ratios
                means
                both of them.

               

            
	 	 
	
              Receiver

               

            	
              a
                receiver or receiver and manager appointed under a Security, or a
                person
                acting in an equivalent role.

               

            
	 	 
	
              Reference
                Banks

               

            	
              1    
                the
                principal London offices of Barclays Bank plc, JP Morgan Chase & Co.
                and National Westminster Bank plc; or

               

              2    
                other
                banks as the Agent and the Borrower may agree.

               

            
	 	 
	
              Relevant
                Currency

               

            	
              the
                currency in which a payment is required to be made under the Transaction
                Documents and, if not expressly stated to be another currency, is
                United
                States Dollars.

               

            
	 	 
	
              Repayment
                Amount

               

            	
              for
                each Repayment Date, the Loan Facility Repayment Amounts and the
                Extension
                Facility Repayment Amounts (as applicable).

               

            
	 	 
	
              Repayment
                Date

               

            	
              each
                of the Loan Facility Repayment Dates and the Extension Facility Repayment
                Dates.

               

            


    


    
      
        
        

      

      
        page
          20

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Repayment
                Schedule

               

            	
              the
                repayment schedule set out in schedule 2.

               

            
	 	 
	
              Revenue

               

            	
              for
                any period, the aggregate of the following amounts actually received
                (or,
                where not received at any date of calculation, projected or estimated
                by
                the Borrower as likely to be actually received as contemplated in
                the
                Cashflow Model) during that period:

               

              1    
                Sales
                Proceeds;

               

              2    
                net
                amounts received under or in relation to any Hedging Agreement with
                respect to Product; and

               

              3    
                any
                other money received in connection with the Project (including proceeds
                of
                sales of assets and insurance proceeds) and for any purpose
                whatsoever,

               

              but
                excluding:

               

              4    
                the
                proceeds of a Funding Portion and any other financial accommodation
                (other
                than under a Financier Hedging Agreement) made available by a Finance
                Party; and

               

              5    
                the
                proceeds of any insurance in respect of liabilities to third
                parties.

               

            
	 	 
	
              Review
                Event

               

            	
              an
                event described in clause 11.5(a).

               

            
	 	 
	
              RMB
                GSA

               

            	
              the
                general security agreement to be granted by APG in favour of the
                Finance
                Parties in respect of all of the assets of APG substantially in the
                form
                set out in schedule 9.

               

            
	 	 
	
              RMB
                ISDA

               

            	
              the
                ISDA Master Agreement dated on or about the date of this agreement
                between
                the Borrower and the Financier.

               

            
	 	 
	
              Sales
                Contracts

               

            	
              any
                contract, agreement or arrangement for the sale, transfer or other
                disposal of Product including the Offtake Agreements, or any contract,
                agreement or arrangement for any agency for sale, exchange, transfer
                or
                other disposal, of Product including any sale arrangements between
                Transaction Parties.

               

            
	 	 
	
              Sales
                Proceeds

               

            	
              moneys
                received from the sale of Product, including moneys received under
                any
                Sales Contract.

               

            
	 	 
	
              Same
                Day Funds

               

            	
              immediately
                available and freely transferable funds.

               

            
	 	 
	
              Secured
                Debentures

               

            	
              the
                debentures issued under the Trust Indenture between the Canada Trust
                Company, APG and AGI dated 4 November 2004.

               

            


    


    
      
        
        

      

      
        page
          21

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Secured
                Moneys

               

            	
              all
                debts and monetary liabilities of each Transaction Party to the Finance
                Parties under or in relation to any Transaction Document and in any
                capacity, irrespective of whether the debts or liabilities:

               

              1    
                are
                present or future;

               

              2    
                are
                actual, prospective, contingent or otherwise;

               

              3    
                are
                at any time ascertained or unascertained;

               

              4    
                are
                owed or incurred by or on account of any Transaction Party alone,
                or
                severally or jointly with any other person;

               

              5    
                are
                owed to or incurred for the account of any Finance Party alone, or
                severally or jointly with any other person;

               

              6    
                are
                owed to any other person as agent (whether disclosed or not) for
                or on
                behalf of any Finance Party;

               

              7    
                are
                owed or incurred as principal, interest, fees, charges, Taxes, damages
                (whether for breach of contract or tort or incurred on any other
                ground),
                losses, costs or expenses, or on any other account;

               

              8    
                are
                owed to or incurred for the account of any Finance Party directly
                or as a
                result of:

               

              ·  
                the
                assignment or transfer to any Finance Party of any debt or liability
                of
                any Transaction Party (whether by way of assignment, transfer or
                otherwise); or

               

              ·  
                any
                other dealing with any such debt or liability;

               

              9    
                are
                owed to or incurred for the account of a Finance Party before the
                date of
                this agreement or before the date of any assignment of this agreement
                to
                any Finance Party by any other person or otherwise; or

               

              10   comprise
                any combination of the above.

               

            
	 	 
	
              Secured
                Property

               

            	
              the
                property subject to a Security.

               

            
	 	 
	
              Securities
                Laws

               

            	
              in
                respect of a Transaction Party, all securities, companies and corporations
                laws, together with all regulations, rules and policy statements
                under
                those laws, which are applicable to that Transaction Party.

               

            
	 	 
	
              Security

               

            	
              1    
                each
                of the security documents described in schedule 3; and

               

              2    
                each
                Collateral Security,

               

              and
                Securities
                means
                all of them.

               

            
	 	 
	
              Security
                Provider

               

            	
              a
                person who has granted a Security.

               

            
	 	 
	
              Services
                Agreement

               

            	
              the
                Services Agreement entered into, or to be entered into, between AGI
                and
                the Borrower under which AGI agrees to provide the Borrower with
                personnel
                and administrative support required in order for the Project to operate
                at, or substantially at, the levels of production projected in the
                Cashflow Model and the Project Plan. 

               

            


    


    
      
        
        

      

      
        page
          22

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	
              Statutory
                Rights

               

            	
              reservations
                made in any patents pertaining to the Mineral Rights and, with respect
                to
                unpatented mining claims, the paramount title of the United States
                of
                America and the right of the federal government to allow third parties
                to
                use the surface of the claims.

               

            
	 	 
	
              Subsidiary

               

            	
              a
                Person over which another Person has Control.

               

            
	 	 
	
              Surety
                Obligation

               

            	
              any
                guarantee, suretyship, letter of credit, letter of comfort or any
                other
                obligation:

               

              1    
                to
                provide funds (whether by the advance or payment of money, the purchase
                of
                or subscription for shares or other securities, the purchase of assets
                or
                services, or otherwise) for the payment or discharge of;

               

              2    
                to
                indemnify any person against the consequences of default in the payment
                of; or

               

              3    
                to
                be responsible for,

               

              any
                debt or monetary liability of another person or the assumption of
                any
                responsibility or obligation in respect of the insolvency or the
                financial
                condition of any other person.

               

            
	 	 
	
              Tax

               

            	
              1    
                any
                tax, levy, charge, impost, duty, fee, deduction, compulsory loan
                or
                withholding including goods and services tax; or

               

              2    
                any
                income, stamp or transaction duty, tax or charge,

               

              which
                is assessed, levied, imposed or collected by any Government Agency
                and
                includes any interest, fine, penalty, charge, fee or other amount
                imposed
                on or in respect of any of the above.

               

            
	 	 
	
              Teck
                Cominco

               

            	
              Teck
                Cominco Metals Limited, a British Columbia corporation with offices
                at 25
                Aldridge Avenue, Trail, British Columbia, Canada.

               

            
	 	 
	
              Termination
                Event

               

            	
              in
                relation to a Financier Hedging Agreement, has the meaning given
                to that
                term in that Financier Hedging Agreement.

               

            
	 	 
	
              Transaction
                Accounts

               

            	
              1    
                the
                Project Operating Account; and

               

              2    
                the
                Proceeds Account.

               

            
	 	 
	
              Transaction
                Document

               

            	
              1    
                this
                agreement;

               

              2    
                each
                Security;

               

              3    
                the
                guaranty dated 12 October 2007 granted by APG and AGI in favour of
                the
                Finance Parties;

               

            


    


    
      
        
        

      

      
        page
          23

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	
              Term

               

            	
              Meaning

               

            
	 	 
	 	
              4    
                the
                MDOA Side Agreement;

               

              5    
                each
                Financier Hedging Agreement;

               

              6    
                the
                deposit account control agreement between the Finance Parties, the
                Borrower and the Borrower’s bank in relation to the Transaction
                Accounts;

               

              7    
                the
                Amendment and Restatement Agreement;

               

              8    
                any
                document or agreement entered into or given under any of the above;
                and

               

              9    
                any
                other document that the Agent and the Borrower agree in writing to
                be a
                Transaction Document.

               

            
	 	 
	
              Transaction
                Party

               

            	
              1    
                the
                Borrower;

               

              2    
                each
                Guarantor; and 

               

              3    
                any
                other person that the Borrower and the Agent agree is a Transaction
                Party.

               

            
	 	 
	
              Undrawn
                Commitment

               

            	
              1    
                in
                respect of the Loan Facility, at any time, the Loan Commitment less
                the
                Principal Outstanding under the Loan Facility at that time;
                and

               

              2    
                in
                respect of the Extension Facility, at any time, the Extension Commitment
                less the Principal Outstanding under the Extension Facility at that
                time.

               

            
	 	 
	
              US$
                and
                United
                States Dollars

               

            	
              the
                lawful currency of the United States of America.

               

            
	 	 
	
              Value
                Date

               

            	
              the
                date 2 LIBOR Business Days before the first day of an Interest
                Period.

               

            


    

     

    1.2 Interpretations

     

    In
      this
      agreement headings and bold type are for convenience only and do not affect
      the
      interpretation of this agreement and, unless the context requires
      otherwise:

     

    
      	(a)	
              words
                indicating the singular include the plural and vice
                versa;

            


    

     

    
      	(b)	
              words
                indicating a gender include any
                gender;

            


    

     

    
      	(c)	
              other
                parts of speech and grammatical forms of a word or phrase defined
                in this
                agreement have a corresponding
                meaning;

            


    

     

    
      	(d)	
              an
                expression suggesting or referring to a natural person or an entity
                includes any company, partnership, joint venture, association, corporation
                or other body corporate and any Government
                Agency;

            


    

     

    
      	(e)	
              a
                reference to any thing (including any right) includes a part of that
                thing
                but nothing in this clause 1.2(e) implies that performance of part of
                an obligation constitutes performance of the
                obligation;

            


    

     

    
      	(f)	
              a
                reference to a clause, party, annexure, exhibit or schedule is a
                reference
                to a clause of, and a party, annexure, exhibit and schedule to, this
                agreement and a reference to this agreement includes any annexure,
                exhibit
                and schedule;

            


    


    
      
        
        

      

      
        page
          24

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              1     Definitions
                and interpretations

            


    

     

    
      	(g)	
              a
                reference to a statute, regulation, proclamation, ordinance or by-law
                includes all statutes, regulations, proclamations, ordinances or
                by-laws
                amending, consolidating or replacing it, whether passed by the same
                or
                another Government Agency with legal power to do so, and a reference
                to a
                statute includes all regulations, proclamations, ordinances and by-laws
                issued under that statute;

            


    

     

    
      	(h)	
              a
                reference to a document includes all amendments or supplements to,
                or
                replacements or novations of, that
                document;

            


    

     

    
      	(i)	
              a
                reference to liquidation includes official management, appointment
                of an
                administrator, compromise, arrangement, merger, amalgamation,
                reconstruction, winding up, dissolution, deregistration, assignment
                for
                the benefit of creditors, scheme, composition or arrangement with
                creditors, insolvency, bankruptcy, or a similar procedure or, where
                applicable, changes in the constitution of any partnership or person,
                or
                death;

            


    

     

    
      	(j)	
              a
                reference to a party to any document includes that party’s successors and
                permitted assigns;

            


    

     

    
      	(k)	
              a
                reference to an agreement other than this agreement includes an
                undertaking, agreement or legally enforceable arrangement or understanding
                whether or not in writing;

            


    

     

    
      	(l)	
              a
                reference to an asset includes all property of any nature, including
                a
                business, and all rights, revenues and
                benefits;

            


    

     

    
      	(m)	
              a
                reference to a document includes any agreement in writing, or any
                certificate, notice, agreement, instrument or other document of any
                kind;

            


    

     

    
      	(n)	
              no
                provision of this agreement may be construed adversely to a party
                solely
                on the ground that the party was responsible for the preparation
                of this
                agreement or that provision;

            


    

     

    
      	(o)	
              a
                reference to a body, other than a party to this agreement (including
                an
                institute, association or authority), whether statutory or
                not:

            


    

     

    
      	 	
              (1)

            	
              which
                ceases to exist; or

            


    

     

    
      	 	
              (2)

            	
              whose
                powers or functions are transferred to another
                body,

            


    

     

    is
      a
      reference to the body which replaces it or which substantially succeeds to
      its
      powers or functions; and

     

    
      	(p)	
              references
                to time and dates are references to time and dates in Denver,
                Colorado.

            


    

     

    
      	1.3	
              Inclusive
                expressions

            


    

     

    Specifying
      anything in this agreement after the words “include” or “for example” or similar
      expressions does not limit what else is included unless there is express wording
      to the contrary.

     

    
      	1.4	
              Business
                Day

            


    

     

    Except
      where clause 6.2 applies, where the day on or by which any thing is to be
      done is not a Business Day, that thing must be done on or by the preceding
      Business Day.

     

    
      	1.5	
              Accounting
                Standards

            


    

     

    Any
      accounting practice or concept relevant to this agreement is to be construed
      or
      determined in accordance with the Accounting Standards. 


    
      
        
        

      

      
        page
          25

        
          

        

      

      
        
        

      

    

     

    

      
        	
                

              	
                 2  
                  Conditions precedent

              


      

       

      
        	
                2

              	
                Conditions
                  precedent

              


      

      
        
          

        

      

       

      
        	
                2.1

              	
                Conditions
                  precedent to initial Funding Portion 

              


      

       

      The
        Financier is not obliged to provide the Loan Facility Commitment or the first
        Loan Facility Funding Portion until the Agent has received all of the following
        in form and of substance satisfactory to the Agent:

       

      
        	
                (a)

              	
                officer’s
                  certificate:
                  an officer’s certificate in the form of schedule 4 given in respect
                  of each Transaction Party and dated no more than 5 Business Days
                  before the first Funding Date;

              


      

       

      
        	
                (b)

              	
                Transaction
                  Documents:
                  originals of each Transaction Document (other than the RMB GSA
                  and the
                  Amendment and Restatement Agreement) duly executed by all parties
                  to them
                  other than the Finance Parties and, where
                  applicable:

              


      

       

      
        	 	
                (1)

              	
                with
                  evidence satisfactory to the Agent that all Taxes applicable to
                  the
                  Transaction Documents have been or will be duly paid;
                  and

              


      

       

      
        	 	
                (2)

              	
                in
                  registrable form together with all executed documents necessary
                  to
                  register them;

              


      

       

      
        	
                (c)

              	
                Project
                  Documents:
                  copies of each Project Document, including a copy of the Services
                  Agreement, duly executed by all parties to
                  them;

              


      

       

      
        	
                (d)

              	
                Hedging:
                  evidence that:

              


      

       

      
        	 	
                (1)

              	
                the
                  Metals Price Protection Program has been implemented;
                  and

              


      

       

      
        	 	
                (2)

              	
                each
                  Transaction Party has complied with
                  clause 8.26;

              


      

       

      
        	
                (e)

              	
                Corporate
                  Budget:
                  a
                  copy of the Corporate Budget initialled by the Borrower and the
                  Agent for
                  identification purposes;

              


      

       

      
        	
                (f)

              	
                Financial
                  Reports:
                  a
                  copy of:

              


      

       

      
        	 	
                (1)

              	
                the
                  audited consolidated Financial Report of APG for the financial
                  year ending
                  31 December 2006; and

              


      

       

      
        	 	
                (2)

              	
                the
                  unaudited quarterly Financial Reports of APG, and the Borrower
                  for the
                  Quarter ending 30 June 2007;

              


      

       

      
        	
                (g)

              	
                Cashflow
                  Model:
                  a
                  copy of the Cashflow Model initialled by the Borrower and the Agent
                  for
                  identification purposes;

              


      

       

      
        	
                (h)

              	
                Key
                  Mineral Rights:
                  evidence that the Borrower is the legal holder of the Key Mineral
                  Rights
                  and that the Key Mineral Rights are valid and in good standing
                  and give
                  the Borrower all rights required to enable the Borrower to conduct
                  the
                  Project in accordance with the Cashflow
                  Model;

              


      

       

      
        	
                (i)

              	
                good
                  title:
                  evidence that the Borrower has good title to the Project Assets
                  and its
                  other Secured Property;

              


      

       

      
        	
                (j)

              	
                opinions:

              


      

       

      
        	 	
                (1)

              	
                an
                  opinion from Davis Graham & Stubbs LLP in respect of the
                  enforceability of the Transaction Documents (other than the RMB
                  GSA) and
                  the due execution of the Transaction Documents by AGI and the
                  Borrower;
                  and

              


      

       

      
        	 	
                (2)

              	
                an
                  opinion from Fogler, Rubinoff LLP in respect of due execution of
                  the
                  Transaction Documents by APG;

              


      

       

      
        	
                (k)

              	
                Project
                  Plan:
                  a
                  copy of the Project Plan initialled by the Borrower and the Agent
                  for
                  identification purposes;

              


      

       

      
        	
                (l)

              	
                Project
                  Authorisations:
                  evidence that all Authorisations have been obtained in connection
                  with the
                  development, construction and operation of the Project, including
                  all
                  Environmental Approvals;

              


      


      
        
          
          

        

        
          page
            26

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                2
                   Conditions precedent

              


      

       

      
        	
                (m)

              	
                Environmental
                  Bonding:
                  evidence that the Borrower has complied with all its obligations
                  in
                  respect of the Environmental Bonding and that the Environmental
                  Bonding
                  arrangements are the only environmental bonds required to be taken
                  out in
                  accordance with the requirements of any Environmental Law relating
                  to the
                  Project or Project Area;

              


      

       

      
        	
                (n)

              	
                Authorisations:
                  evidence that all Authorisations have been obtained in connection
                  with the
                  transactions contemplated by the
                  Documents;

              


      

       

      
        	
                (o)

              	
                insurance:
                  evidence that the Borrower has complied with
                  clause 8.24;

              


      

       

      
        	
                (p)

              	
                Initial
                  Transaction Costs:
                  evidence that the Initial Transaction Costs have been or will be
                  paid in
                  full at the time that the initial Loan Facility Funding Portion
                  is
                  provided;

              


      

       

      
        	
                (q)

              	
                Transaction
                  Accounts:
                  evidence that the Transaction Accounts have been
                  established;

              


      

       

      
        	
                (r)

              	
                enquiries:
                  results of searches, enquiries and requisitions in respect of each
                  Transaction Party and the Project Assets and other Secured
                  Property;

              


      

       

      
        	
                (s)

              	
                due
                  diligence: evidence of the completion of any technical, legal and
                  commercial due diligence investigations with respect to the Borrower
                  and
                  the Project Assets and other Secured Property, including detailed
                  mining
                  plans, layouts, plant flow sheets and reserve and resource
                  estimations;

              


      

       

      
        	
                (t)

              	
                other
                  approvals: evidence that all other approvals necessary for the
                  transactions contemplated by the Transaction Documents have been
                  obtained;
                  and

              


      

       

      
        	
                (u)

              	
                other
                  matters: any other certificates, Authorisations, documents, matters
                  or
                  things which the Agent or the Financier reasonably requires.

              


      

       

      
        	
                2.2

              	
                Conditions
                  precedent to Extension Facility Funding Portions under the Extension
                  Facility

              


      

       

      The
        Financier is not obliged to provide the Extension Facility Commitment or
        the
        first Extension Facility Funding Portion until the Agent has received all
        of the
        following in form and of substance satisfactory to the Agent:

       

      
        	
                (a)

              	
                officer’s
                  certificate:
                  an officer’s certificate in the form of schedule 13 given in respect
                  of each Transaction Party and dated no more than 5 Business Days
                  before the first Extension Facility Funding
                  Date;

              


      

       

      
        	
                (b)

              	
                RMB
                  GSA and Amendment and Restatement Agreement:
                  originals of the RMB GSA and the Amendment and Restatement Agreement
                  duly
                  executed by all parties to them other than the Finance Parties
                  and, where
                  applicable:

              


      

       

      
        	 	
                (1)

              	
                with
                  evidence satisfactory to the Agent that all Taxes applicable to
                  the RMB
                  GSA and Amendment and Restatement Agreement have been or will be
                  duly
                  paid; and

              


      

       

      
        	 	
                (2)

              	
                in
                  respect of the GSA, registrable form together with all executed
                  documents
                  necessary to register it;

              


      

       

      
        	
                (c)

              	
                Extension
                  Facility hedging:
                  evidence that:

              


      

       

      
        	 	
                (1)

              	
                the
                  Extension Facility Price Protection Program has been implemented;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  Borrower has complied with clause
                  8.26;

              


      

       

      
        	
                (d)

              	
                Initial
                  Extension Facility Transaction Costs:
                  evidence that the Initial Extension Facility Transaction Costs
                  have been
                  or will be paid in full at the time the initial Extension Facility
                  Funding
                  Portion is provided;

              


      

       

      
        	
                (e)

              	
                Canada
                  Trust Securities:
                  evidence that the Canada Trust Securities have been fully discharged
                  and
                  released;

              


      

       

      
        	
                (f)

              	
                other
                  approvals:
                  evidence that all other approvals necessary for the transactions
                  contemplated by the RMB GSA and the Amendment and Restatement Agreement
                  have been obtained; and

              


      


      
        
          
          

        

        
          page
            27

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                3
                   Commitment, purpose and availability of the
                  Facilities

              


      

       

      
        	
                (g)

              	
                other
                  matters:
                  any other certificates, Authorisations, documents, matters or things
                  which
                  the Agent or the Financier reasonably
                  requires.

              


      

       

      
        	
                2.3

              	
                Conditions
                  precedent to all Funding
                  Portions

              


      

       

      The
        Financier is not obliged to provide a Funding Portion until the following
        conditions are fulfilled to the satisfaction of the Agent:

       

      
        	
                (a)

              	
                Funding
                  Notice:
                  the Borrower has delivered a Funding Notice to the Agent requesting
                  the
                  Funding Portion;

              


      

       

      
        	
                (b)

              	
                Funding
                  Date:
                  the Funding Date for the Funding Portion is a Business Day within
                  the
                  Availability Period for the relevant
                  Facility;

              


      

       

      
        	
                (c)

              	
                Commitment:
                  the relevant Commitment will not be exceeded by providing the Funding
                  Portion;

              


      

       

      
        	
                (d)

              	
                no
                  Default:
                  no Default has occurred which is continuing and no Default will
                  result
                  from the Funding Portion being
                  provided;

              


      

       

      
        	
                (e)

              	
                no
                  Material Adverse Effect:
                  since the end of the accounting period for the Financial Reports
                  most
                  recently provided under clause 8.7(a) or 2.1(f), no event has occurred
                  which has had, or is reasonably likely to have, a Material Adverse
                  Effect
                  and no event has occurred which will prevent the Borrower from
                  developing,
                  constructing or operating the Project in accordance with the Project
                  Plan
                  and the Cashflow Model;

              


      

       

      
        	
                (f)

              	
                representations
                  and warranties:
                  evidence that the representations and warranties set out in clauses
                  7.1
                  and 7.2 are true and correct;

              


      

       

      
        	
                (g)

              	
                Ratios:
                  the Cashflow Model provided under clause 2.1(g) shows that the
                  values of
                  the Ratios are projected to be equal to, or higher than, the values
                  for
                  the Ratios set out in clause 8.25(a) for the period up to the last
                  occurring Final Repayment Date; and

              


      

       

      
        	
                (h)

              	
                Promissory
                  Note:
                  the Borrower has delivered a Promissory Note to the Financier in
                  the
                  amount of the Funding Portion.

              


      

       

      
        	
                2.4

              	
                Certified
                  copies

              


      

       

      An
        Officer of the relevant Transaction Party must certify a copy of a document
        given to a Finance Party under clauses 2.1 or 2.2 to be a true copy of the
        original document. The certification must be made no more than 5 Business
        Days before the date on which it is provided.

       

      
        	
                2.5

              	
                Benefit
                  of conditions precedent

              


      

       

      A
        condition in this clause 2 is for the benefit only of the Finance Parties
        and only the Agent acting on the instructions of the Financier may waive
        it.

       

      
        	
                3

              	
                Commitment,
                  purpose and availability of the
                  Facilities

              


      

      
        
          

        

         

      

      
        	
                3.1

              	
                Provision
                  of Commitment

              


      

       

      
        	
                (a)

              	
                The
                  Financier must make the Loan Facility Commitment available to the
                  Borrower
                  on the terms of this agreement.

              


      

       

      
        	
                (b)

              	
                The
                  Financier must make the Extension Facility Commitment available
                  to the
                  Borrower on the terms of this
                  agreement.

              


      


      
        
          
          

        

        
          page
            28

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                3
                   Commitment, purpose and availability of the
                  Facilities

              


      

       

      
        	
                3.2

              	
                Purpose

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must use the net proceeds of each Loan Facility Funding
                  Portion
                  under the Loan Facility only for:

              


      

       

      
        	 	
                (1)

              	
                firstly,
                  Distributions to AGI for the purpose of repayment in full of the
                  Secured
                  Debentures; and

              


      

       

      
        	 	
                (2)

              	
                secondly,
                  once the Secured Debentures have been repaid in full or the Financial
                  Indebtedness arising under those debentures has been converted
                  in full to
                  ordinary shares in APG:

              


      

       

      
        	 	
                ·

              	
                the
                  general working capital purposes of the
                  Borrower;

              


      

       

      
        	 	
                ·

              	
                the
                  making of Distributions by the Borrower;
                  and

              


      

       

      
        	 	
                ·

              	
                any
                  other purpose that the Agent approves in
                  writing.

              


      

       

      
        	
                (b)

              	
                The
                  net proceeds of each Extension Facility Funding Portion under the
                  Extension Facility may only be
                  used:

              


      

       

      
        	 	
                (1)

              	
                firstly:

              


      

       

      
        	 	
                ·

              	
                by
                  the Lender to make the C$4,000,000 down payment due by APG to St
                  Andrews
                  Goldfields under the Stock Mill Purchase Agreement between APG
                  and St
                  Andrews Goldfields (the Down
                  Payment).
                  The Lender will convert the Down Payment from US Dollars to Canadian
                  Dollars at the market rate quoted to the Lender by Australia New
                  Zealand
                  Banking Group on the day the Down Payment is made;
                  and

              


      

       

      
        	 	
                ·

              	
                by
                  the Borrower to pay the arrangement fee set out in clause
                  14.1(b);

              


      

       

      
        	 	
                (2)

              	
                secondly,
                  once the payments under clause 3.2(1) has been made,
                  for:

              


      

       

      
        	 	
                ·

              	
                the
                  Borrower to make Distributions;

              


      

       

      
        	 	
                ·

              	
                for
                  the general working capital purposes of the Borrower;
                  and

              


      

       

      
        	 	
                ·

              	
                any
                  other purpose that the Agent approves in
                  writing.

              


      

       

      
        	
                3.3

              	
                Cancellation
                  of Commitment during Availability
                  Period

              


      

       

      
        	
                (a)

              	
                At
                  any time during the applicable Availability Period, the Borrower
                  may
                  cancel any portion of the Undrawn Commitment applicable to a Facility
                  by
                  giving the Agent at least 10 days’
notice.

              


      

       

      
        	
                (b)

              	
                A
                  partial cancellation of the Undrawn Commitment may only be made
                  in an
                  integral multiple of US$500,000.

              


      

       

      
        	
                (c)

              	
                A
                  notice given under clause 3.3(a) is
                  irrevocable.

              


      

       

      
        	
                3.4

              	
                Cancellation
                  at end of Availability
                  Period

              


      

       

      
        	
                (a)

              	
                On
                  the last day of the Loan Facility Availability Period, the Loan
                  Facility
                  Commitment is cancelled to the extent of the Undrawn Commitment
                  of the
                  Loan Facility.

              


      

       

      
        	
                (b)

              	
                On
                  the last day of the Extension Facility Availability Period, the
                  Extension
                  Facility Commitment is cancelled to the extent of the Undrawn Commitment
                  of the Extension Facility.

              


      

       

      
        	
                3.5

              	
                Voluntary
                  prepayment

              


      

       

      
        	
                (a)

              	
                The
                  Borrower may prepay any of the Principal Outstanding by giving
                  the Agent
                  at least 10 days’ prior notice specifying
                  the prepayment date, the Facility and the amount to be
                  prepaid.

              


      


      
        
          
          

        

        
          page
            29

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                4 Funding
                  and rate setting procedures

              


      

       

      
        	
                (b)

              	
                Prepayment
                  of part of the Principal Outstanding may only be made in an integral
                  multiple of US$500,000.

              


      

       

      
        	
                (c)

              	
                The
                  Borrower must prepay the Principal Outstanding specified in the
                  prepayment
                  notice on the prepayment date specified in the notice together
                  with all
                  unpaid interest accrued to the prepayment date in respect of the
                  prepaid
                  amount.

              


      

       

      
        	
                (d)

              	
                The
                  Commitment for the relevant Facility is reduced by any amount of
                  Principal
                  Outstanding prepaid under this clause 3.5 and accordingly a prepaid
                  amount may not be redrawn.

              


      

       

      
        	
                (e)

              	
                A
                  notice given under clause 3.5(a) is
                  irrevocable.

              


      

       

      
        	
                3.6

              	
                Mandatory
                  prepayment –
                  Loan Facility 

              


      

       

      
        	
                (a)

              	
                On
                  each Loan Facility Repayment Date up to 30 June 2008, the Borrower
                  must as
                  a mandatory prepayment of the Principal Outstanding under the Loan
                  Facility pay the lesser of:

              


      

       

      
        	 	
                (1)

              	
                20%
                  of all Excess Cashflow for the preceding Quarter;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  amount remaining in the Proceeds Account on the relevant Loan Facility
                  Repayment Date after payment to the Financier of the Loan Facility
                  Repayment Amount due on that Loan Facility Repayment Date and interest,
                  less US$1,000,000. 

              


      

       

      Clause
        3.8(b) will apply to each mandatory prepayment.

       

      
        	
                (b)

              	
                The
                  Loan Facility Commitment is reduced by any amount of Principal
                  Outstanding
                  prepaid under this clause 3.6 and accordingly a prepaid amount may
                  not be redrawn.

              


      

       

      
        	
                3.7

              	
                Mandatory
                  prepayment – Extension
                  Facility

              


      

       

      On
        30
        September 2008 and on each Extension Facility Repayment Date, the Borrower
        must
        as a mandatory prepayment of the Principal Outstanding under the Extension
        Facility pay 25% of all Available Cash Flow. The Extension Facility Commitment
        is reduced by any amount of Principal Outstanding prepaid under this clause
        3.7
        and accordingly a prepaid amount may not be redrawn.

       

      
        	
                3.8

              	
                Cancellations
                  and prepayments in inverse
                  order

              


      

       

      
        	
                (a)

              	
                If
                  there is a cancellation of the Undrawn Commitment under clause
                  3.3 the
                  Repayment Amounts up to the amount of the cancellation are to be
                  cancelled
                  in inverse order of maturity.

              


      

       

      
        	
                (b)

              	
                A
                  prepayment under clause 3.5 or 3.6 is to be applied to instalments
                  of the
                  Principal Outstanding in inverse order of
                  maturity.

              


      

       

      
        	
                4

              	
                Funding
                  and rate setting
                  procedures

              


      

      
        
          

        

      

       

      
        	
                4.1

              	
                Delivery
                  of Funding Notice

              


      

       

      
        	
                (a)

              	
                If
                  the Borrower requires the provision of a Funding Portion it must
                  deliver
                  to the Agent a Funding Notice and a Promissory Note for that Funding
                  Portion.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower may only request one Extension Loan Funding
                  Portion.

              


      

       

      
        	
                (c)

              	
                The
                  Agent must notify the Financier of the contents of each Funding
                  Notice as
                  soon as reasonably practicable and in any event within 1 Business Day
                  after the Agent receives the Funding
                  Notice.

              


      


      
        
          
          

        

        
          page
            30

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                4 Funding
                  and rate setting procedures

              


      

      


      
        	
                4.2

              	
                Requirements
                  for a Funding Notice

              


      

       

      A
        Funding
        Notice to be effective must be:

       

      
        	
                (a)

              	
                in
                  writing in the form of, and specifying the matters required in,
                  schedule 5; and

              


      

       

      
        	
                (b)

              	
                received
                  by the Agent before 11.00 am on a Business Day at least 4 Business
                  Days before the proposed Funding Date (or any shorter period that
                  the
                  Agent agrees in writing).

              


      

       

      
        	
                4.3

              	
                Irrevocability
                  of Funding Notice

              


      

       

      The
        Borrower is irrevocably committed to draw Funding Portions from the Financier
        in
        accordance with each Funding Notice given to the Agent.

       

      
        	
                4.4

              	
                Amount
                  of Funding Portions

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must ensure that the amount of each Funding Portion under
                  the
                  Loan Facility is either:

              


      

       

      
        	 	
                (1)

              	
                US$1,000,000
                  or an integral multiple of US$1,000,000;
                  or

              


      

       

      
        	 	
                (2)

              	
                equal
                  to the Undrawn Commitment of the Loan
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower must ensure that the amount of the Funding Portion for
                  the
                  Extension Facility is equal to or less than the Extension Facility
                  Commitment. 

              


      

       

      
        	
                4.5

              	
                Selection
                  of Interest Periods

              


      

       

      
        	
                (a)

              	
                Each
                  Interest Period must be of 30, 60 or 90 days or any other period
                  that the
                  Agent agrees with the Borrower.

              


      

       

      
        	
                (b)

              	
                If
                  an Interest Period ends on a day which is not a Business Day, it
                  is
                  regarded as ending on the next Business Day in the same calendar
                  month or,
                  if none, the preceding Business
                  Day.

              


      

       

      
        	
                (c)

              	
                An
                  Interest Period for a Funding Portion commences either on the first
                  Funding Date for that Funding Portion or on the last day of the
                  immediately preceding Interest Period for that Funding
                  Portion.

              


      

       

      
        	
                (d)

              	
                Each
                  Interest Period which commences prior to a Quarterly Date and would
                  otherwise end after that Quarterly Date, ends on that Quarterly
                  Date.

              


      

       

      
        	
                (e)

              	
                No
                  Interest Period may end after the Final Repayment
                  Date.

              


      

       

      
        	
                4.6

              	
                Determination
                  of Funding Rate

              


      

       

      
        	
                (a)

              	
                The
                  Agent must notify the Financier and the Borrower of the Funding
                  Rate for
                  an Interest Period as soon as reasonably practicable, and in any
                  event
                  within 2 Business Days, after it has made its determination of
                  LIBOR.

              


      

       

      
        	
                (b)

              	
                In
                  the absence of manifest error, each determination of LIBOR by the
                  Agent is
                  conclusive evidence of that rate against the
                  Borrower.

              


      


      
        
          
          

        

        
          page
            31

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                 5 
                  Facility

              


      

       

      
        	
                5

              	
                Facility

              


      

      
        
 

      
        	
                5.1

              	
                Provision
                  of Funding Portions

              


      

       

      If
        the
        Borrower gives a Funding Notice the Financier must pay into the Proceeds
        Account
        the specified Funding Portion in Same Day Funds in United States Dollars
        on the
        specified Funding Date and in accordance with that Funding Notice.

       

      
        	
                5.2

              	
                Repayment–
                  Loan Facility

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must repay the Principal Outstanding under the Loan Facility
                  by
                  paying on each Loan Facility Repayment Date the lesser
                  of:

              


      

       

      
        	 	
                (1)

              	
                the
                  Loan Facility Repayment Amount payable on that date as set out
                  in the
                  Repayment Schedule; and

              


      

       

      
        	 	
                (2)

              	
                the
                  Principal Outstanding under the Loan
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Loan Facility Commitment is reduced on each Loan Facility Repayment
                  Date
                  by the amount paid in accordance with clause
                  5.2(a).

              


      

       

      
        	
                5.3

              	
                Repayment
                  – Extension Facility

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must repay the Principal Outstanding under the Extension
                  Facility
                  by paying on each Extension Facility Repayment Date the lesser
                  of:

              


      

       

      
        	 	
                (1)

              	
                the
                  Extension Facility Repayment Amount payable on that date as set
                  out in the
                  Extension Facility Repayment Schedule;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  Principal Outstanding under the Extension
                  Facility.

              


      

       

      
        	
                (b)

              	
                The
                  Extension Facility Commitment is reduced on each Extension Facility
                  Repayment Date by the amount paid in accordance with clause
                  5.3(a).

              


      

       

      
        	
                5.4

              	
                Repayment
                  of other Secured Moneys

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must repay the balance of the Secured Moneys in full on
                  the dates
                  provided in the Transaction Documents, and all unpaid Secured Moneys
                  must
                  in all events be paid on or before the Final Repayment Date for
                  the
                  applicable Facility or on any other date which the Principal Outstanding
                  is or is required to be repaid in
                  full.

              


      

       

      
        	
                (b)

              	
                This
                  clause does not apply to Secured Money which is required to be
                  paid under
                  the terms of a Financier Hedging Agreement, payment of which will
                  be
                  determined in accordance with the terms of the relevant Financier
                  Hedging
                  Agreement.

              


      

       

      
        	
                5.5

              	
                Interest

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must pay interest on the principal amount of each Funding
                  Portion
                  for each Interest Period at the Funding Rate for the Interest
                  Period.

              


      

       

      
        	
                (b)

              	
                The
                  Borrower must pay accrued interest in arrears to the Agent on account
                  of
                  the Financier:

              


      

       

      
        	 	
                (1)

              	
                in
                  respect of the Loan Facility, on each Interest Payment Date;
                  and

              


      

       

      
        	 	
                (2)

              	
                in
                  respect of the Extension Facility, on each Quarterly Date from
                  the first
                  Quarterly Date occurring after the Extension Facility Funding Portion
                  is
                  provided.

              


      


      
        
          
          

        

        
          page
            32

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                6
                  Payments

              


      

       

      


      
        	
                5.6

              	
                Calculation
                  of per annum interest rate

              


      

       

      
        	
                (a)

              	
                Interest
                  is calculated on daily balances on the basis of a 360 day year and
                  for the actual number of days elapsed from and including the first
                  day of
                  each Interest Period to, but excluding, the last day of the Interest
                  Period or, if earlier, the date of prepayment or repayment of the
                  Funding
                  Portion under this agreement.

              


      

       

      
        	
                (b)

              	
                Despite
                  anything contained in any Transaction Document, all of the Transaction
                  Documents are limited so that in no event will the total liability
                  for
                  payments in the nature of interest, additional interest and other
                  charges
                  exceed the applicable limits imposed by any applicable usury laws.
                  If any
                  payments in the nature of interest, additional interest and other
                  charges
                  made under any Transaction Document are held to be in excess of
                  the limits
                  imposed by any applicable usury laws, it is agreed that any amount
                  held to
                  be in excess will be considered payment of principal under this
                  agreement,
                  and the indebtedness evidenced under this agreement will be reduced
                  by the
                  amount so that the total liability for payments in the nature of
                  interest,
                  additional interest and other charges will not exceed the applicable
                  limits imposed by that applicable usury law, in compliance with
                  the wishes
                  of the Borrower, the Guarantors, the Financier and the Agent. This
                  provision will never be superseded or waived, and will control
                  every other
                  provision of the Transaction Documents and all agreements between
                  the
                  Transaction Parties and the Finance Parties, and their successors
                  and
                  assigns.

              


      

       

      
        	
                6

              	
                Payments

              


      

      
        
 

      
        	
                6.1

              	
                Manner
                  of payment

              


      

       

      All
        payments by a Transaction Party under the Transaction Documents must be
        made:

       

      
        	
                (a)

              	
                in
                  Same Day Funds;

              


      

       

      
        	
                (b)

              	
                in
                  United States Dollars; and

              


      

       

      
        	
                (c)

              	
                no
                  later than 11.00 am at the local time of the place where the account
                  specified by the Agent is located, on the due
                  date,

              


      

       

      to
        the
        Agent’s account as specified by the Agent to the Borrower or in any other manner
        the Agent directs from time to time. The Agent’s directions under this clause
        6.1 may require payments to be made in a manner that ensure they are received
        by
        the Financier on the Repayment Date. Any account designated by the Agent
        under
        this clause 6.1 must be maintained with a financial institution in the United
        States of America.

       

      
        	
                6.2

              	
                Payments
                  on a Business Day

              


      

       

      If
        a
        payment is due on a day which is not a Business Day, the due date for that
        payment is the next Business Day in the same calendar month or, if none,
        the
        preceding Business Day, and interest must be adjusted accordingly.

       

      
        	
                6.3

              	
                Payments
                  in gross

              


      

       

      All
        payments which a Transaction Party is required to make under any Transaction
        Document must be without:

       

      
        	
                (a)

              	
                any
                  set-off, counterclaim or condition;
                  or

              


      

       

      
        	
                (b)

              	
                any
                  deduction or withholding for any Tax or any other reason unless
                  the
                  Transaction Party is required to make a deduction or withholding
                  by
                  applicable law.

              


      


      
        
          
          

        

        
          page
            33

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                6
                  Payments

              


      

       

      
        	
                6.4

              	
                Additional
                  payments

              


      

       

      If:

       

      
        	
                (a)

              	
                any
                  Transaction Party is required to make a deduction or withholding
                  in
                  respect of Tax (other than Excluded Tax) from any payment to be
                  made to a
                  Finance Party under any Transaction Document;
                  or

              


      

       

      
        	
                (b)

              	
                a
                  Finance Party is required to pay any Tax (other than Excluded Tax)
                  in
                  respect of any payment it receives from a Transaction Party or
                  the Agent
                  under any Transaction Document,

              


      

       

      the
        Transaction Party:

       

      
        	
                (c)

              	
                indemnifies
                  each Finance Party against that Tax;
                  and

              


      

       

      
        	
                (d)

              	
                must
                  pay to each Finance Party an additional amount which the Agent
                  determines
                  to be necessary to ensure that each Finance Party receives when
                  due a net
                  amount (after payment of any Tax in respect of each additional
                  amount)
                  that is equal to the full amount it would have received if a deduction
                  or
                  withholding or payment of Tax had not been
                  made.

              


      

       

      
        	
                6.5

              	
                Taxation
                  deduction procedures

              


      

       

      If
        clause 6.4(a) applies:

       

      
        	
                (a)

              	
                the
                  Transaction Party must pay the amount deducted or withheld to the
                  appropriate Government Agency as required by law;
                  and

              


      

       

      
        	
                (b)

              	
                the
                  Transaction Party must:

              


      

       

      
        	 	
                (1)

              	
                use
                  reasonable endeavours to obtain a payment receipt from the Government
                  Agency (and any other documentation ordinarily provided by the
                  Government
                  Agency in connection with the payment);
                  and

              


      

       

      
        	 	
                (2)

              	
                within
                  2 Business Days after receipt of the documents referred to in
                  clause 6.5(b)(1), deliver copies of them to the
                  Agent.

              


      

       

      
        	
                6.6

              	
                Tax
                  Credit

              


      

       

      If
        a
        Transaction Party makes an additional payment under clause 6.4 for the
        benefit of a Finance Party, and the Finance Party determines that: 

       

      
        	
                (a)

              	
                a
                  credit against, relief or remission for, or repayment of any Tax
                  (Tax
                  Credit)
                  is attributable to that additional payment; and


              


      

       

      
        	
                (b)

              	
                the
                  Finance Party has obtained, utilised and retained that Tax Credit,
                  

              


      

       

      then
        the
        Finance Party must pay an amount to the Transaction Party which the Finance
        Party determines will leave it (after that payment) in the same after Tax
        position as it would have been in had the additional payment not been made
        by
        the Transaction Party.

       

      
        	
                6.7

              	
                Tax
                  affairs

              


      

       

      Nothing
        in clause 6.6:

       

      
        	
                (a)

              	
                interferes
                  with the right of any Finance Party to arrange its tax affairs
                  in any
                  manner it thinks fit;

              


      

       

      
        	
                (b)

              	
                obliges
                  any Finance Party to investigate the availability of, or claim,
                  any Tax
                  Credit; or

              


      

       

      
        	
                (c)

              	
                obliges
                  any Finance Party to disclose any information relating to its tax
                  affairs
                  or any tax computations.

              


      


      
        
          
          

        

        
          page
            34

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                7
                   Representations and
                  warranties

              


      

       

      
        	
                6.8

              	
                Amounts
                  payable on demand

              


      

       

      If
        any
        amount payable by a Transaction Party under any Transaction Document is not
        expressed to be payable on a specified date, that amount is payable by the
        Transaction Party on demand by the Agent.

       

      
        	
                6.9

              	
                Appropriation
                  of payments

              


      

       

      
        	
                (a)

              	
                Except
                  where clause 6.9(b) applies, all payments made by a Transaction Party
                  under a Transaction Document may be appropriated as between principal,
                  interest and other amounts as the Agent determines or, failing
                  any
                  determination, in the following
                  order:

              


      

       

      
        	 	
                (1)

              	
                first,
                  towards reimbursement of all fees, costs, expenses, charges, damages
                  and
                  indemnity payments due and payable by the Transaction Parties under
                  the
                  Transaction Documents;

              


      

       

      
        	 	
                (2)

              	
                second,
                  towards payment of interest due and payable under the Transaction
                  Documents; and

              


      

       

      
        	 	
                (3)

              	
                third,
                  towards repayment or prepayment of the Principal
                  Outstanding.

              


      

       

      
        	
                (b)

              	
                Any
                  money recovered by a Finance Party as a result of the exercise
                  of a Power
                  under a Security must be appropriated in the manner provided in
                  that
                  Security.

              


      

       

      
        	
                (c)

              	
                Any
                  appropriation under clauses 6.9(a) or 6.9(b)(b) overrides any
                  appropriation made by a Transaction
                  Party.

              


      

       

      
        	
                6.10

              	
                Currency
                  exchanges

              


      

       

      If
        the
        Agent receives an amount under a Transaction Document in a currency which
        is not
        in the Relevant Currency, the Agent: 

       

      
        	
                (a)

              	
                may
                  convert the amount received into the Relevant Currency in accordance
                  with
                  its normal procedures; and 

              


      

       

      
        	
                (b)

              	
                is
                  only regarded as having received the amount that it has converted
                  into the
                  Relevant Currency.

              


      

       

      
        	
                7

              	
                Representations
                  and warranties

              


      

      
        
 

      
        	
                7.1

              	
                General
                  representations and
                  warranties

              


      

       

      Each
        Transaction Party represents and warrants to and for the benefit of each
        Finance
        Party that:

       

      
        	
                (a)

              	
                registration:
                  

              


      

       

      
        	 	
                (1)

              	
                the
                  Borrower and AGI are duly incorporated and validly existing under
                  the laws
                  of the State of Delaware, United States of America and the Borrower
                  is
                  duly qualified to do business, and is in good standing, in the
                  State of
                  Montana, United States of America;
                  and

              


      

       

      
        	 	
                (2)

              	
                APG
                  is registered (or taken to be registered) and validly existing
                  under the
                  laws of the Yukon Territory,
                  Canada,

              


      

       

      and
        each
        of the Transaction Parties has done everything necessary to keep its corporate
        existence in good standing;

       

      
        	
                (b)

              	
                corporate
                  power:
                  it has the corporate power to own its assets and to carry on its
                  business
                  as it is now being conducted;

              


      


      
        
          
          

        

        
          page
            35

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                7
                   Representations and
                  warranties

              


      

       

      
        	
                (c)

              	
                authority:
                  it has power and corporate authority to enter into and perform
                  its
                  obligations under the Documents to which it is expressed to be
                  a
                  party;

              


      

       

      
        	
                (d)

              	
                authorisations:
                  it has taken all necessary corporate action to authorise the execution,
                  delivery and performance of the Documents to which it is a
                  party;

              


      

       

      
        	
                (e)

              	
                binding
                  obligations:
                  the Documents to which it is a party constitute its legal, valid
                  and
                  binding obligations and, subject to any necessary stamping and
                  registration, are enforceable in accordance with their terms subject
                  to
                  laws generally affecting creditors’ rights and to principles of
                  equity;

              


      

       

      
        	
                (f)

              	
                valid
                  Encumbrances:

              


      

       

      
        	 	
                (1)

              	
                on
                  execution and delivery of a Security, that Security will be effective
                  to
                  create in favour of the Finance Parties legal, valid and enforceable
                  Encumbrances on, and security interests in, all right, title and
                  interests
                  of the relevant Transaction Party (as the case may be) in and to
                  the
                  property the subject of that Security and the proceeds of that
                  property;
                  and

              


      

       

      
        	 	
                (2)

              	
                in
                  respect of a Security where the security interest may be perfected
                  only by
                  possession or control of the property the subject of that Security
                  (which
                  possession or control must be given to the Agent by the relevant
                  Transaction Party (as the case may be) to the extent that it is
                  required),
                  after all appropriate filings or recordings are made in the appropriate
                  offices as may be required under applicable law, and, after the
                  Agent
                  takes possession or control of the property the subject of that
                  Security,
                  that Security will constitute a fully perfected Encumbrance on,
                  and first
                  priority security interests in, all right, title and interest of
                  that
                  Transaction Party in the property the subject of that Security
                  and the
                  proceeds of that property, in each case subject to no Encumbrances
                  other
                  than Permitted Encumbrances;

              


      

       

      
        	
                (g)

              	
                transaction
                  permitted:
                  the execution, delivery and performance by it of the Documents
                  to which it
                  is a party will not breach, or result in a contravention
                  of:

              


      

       

      
        	 	
                (1)

              	
                any
                  law, regulation or Authorisation;

              


      

       

      
        	 	
                (2)

              	
                its
                  memorandum and articles of association, articles of incorporation,
                  articles of organization, by-laws, constitution, operating agreement,
                  or
                  other constituent or constating documents, as applicable;
                  or

              


      

       

      
        	 	
                (3)

              	
                any
                  Encumbrance or agreement which is binding on
                  it,

              


      

       

      and
        will
        not result in:

       

      
        	 	
                (4)

              	
                the
                  creation or imposition of any Encumbrance on any of its assets
                  other than
                  as permitted under a Transaction Document;
                  or

              


      

       

      
        	 	
                (5)

              	
                the
                  acceleration of the date for payment of any obligation under any
                  agreement
                  which is binding on it;

              


      

       

      
        	
                (h)

              	
                no
                  default or breach:
                  it is not:

              


      

       

      
        	 	
                (1)

              	
                in
                  breach in a material respect of any law or
                  Authorisation;

              


      

       

      
        	 	
                (2)

              	
                in
                  breach under any Document, agreement or other document binding
                  on it which
                  breach has, or is reasonably likely to have, a Material Adverse
                  Effect;
                  and

              


      

       

      
        	 	
                (3)

              	
                in
                  default in the payment of a material sum, or in compliance with
                  a material
                  obligation in respect of Financial
                  Indebtedness;

              


      

       

      
        	
                (i)

              	
                no
                  litigation:
                  except for the Clements Litigation, no litigation, arbitration,
                  dispute or
                  administrative proceeding has been commenced, is pending or to
                  its
                  knowledge is threatened, which if adversely determined would have
                  a
                  Material Adverse Effect;

              


      

       

      
        	
                (j)

              	
                financial
                  information:
                  the most recent Financial Reports or accounts which APG and the
                  Borrower
                  have provided to the Agent under clauses 2.1(f)
                  and 8.6:

              


      


      
        
          
          

        

        
          page
            36

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                  7
                     Representations and
                    warranties

                


        

         

      

      
        	 	
                (1)

              	
                give
                  a true and fair view of the financial condition and state of affairs
                  of
                  APG and its Subsidiaries and the Borrower respectively, as at the
                  date
                  they were prepared; and

              


      

       

      
        	 	
                (2)

              	
                were
                  prepared in accordance with the Accounting
                  Standards;

              


      

       

      
        	
                (k)

              	
                no
                  change in affairs:
                  there has been no change in the Borrower’s or APG’s state of affairs since
                  the end of the accounting period for its most recent Financial
                  Reports or
                  accounts, referred to in clause 7.1(j) which has had, or is
                  reasonably likely to have, a Material Adverse
                  Effect;

              


      

       

      
        	
                (l)

              	
                representations
                  true:
                  each of its representations and warranties contained in the Documents
                  is
                  correct and not misleading in all material respects when made or
                  repeated;

              


      

       

      
        	
                (m)

              	
                disclosure: 

              


      

       

      
        	 	
                (1)

              	
                no
                  representation or warranty of or by a Transaction Party under a
                  Transaction Document, any schedule, annexure or exhibit attached
                  to a
                  Transaction Document, contained in any certificate provided to
                  a Finance
                  Party pursuant to the provisions of a Transaction Document, contains
                  any
                  untrue statement of a material fact or omits to state a material
                  fact
                  necessary in order to make the statements in this agreement or
                  in that
                  Transaction Document, in the light of the circumstances under which
                  they
                  were made, not misleading;

              


      

       

      
        	 	
                (2)

              	
                it
                  has fully disclosed in writing to the Finance Parties all facts
                  relating
                  to it, the Documents, the transactions contemplated by them, each
                  Transaction Party, the assets, business and affairs of each Transaction
                  Party and any thing in connection with them which would have had
                  or would
                  have been reasonably likely to have had a material effect on the
                  decision
                  of a prudent lender to enter into the Transaction Documents;
                  and

              


      

       

      
        	 	
                (3)

              	
                all
                  filings made by the Borrower with any securities commissions or
                  regulatory
                  authorities or an Exchange are at their respective dates, true
                  and
                  correct, contain or contained no misrepresentation and constitute
                  full,
                  true and plain disclosure of all material facts relating to the
                  Borrower
                  and the Borrower does not have any confidential filings with any
                  securities commissions or regulatory authorities or an
                  Exchange;

              


      

       

      
        	
                (n)

              	
                legal
                  and beneficial owner:
                  it is the legal and beneficial owner of or has a valid leasehold
                  or other
                  contractual interest in:

              


      

       

      
        	 	
                (1)

              	
                its
                  Secured Property; and

              


      

       

      
        	 	
                (2)

              	
                all
                  of its assets included in the latest Financial Report provided
                  by APG,
                  

              


      

       

      free
        and
        clear of all third party rights, interests and Encumbrances other than those
        disclosed in those Financial Reports, the MDOA or the MOOA, or Permitted
        Encumbrances or Statutory Rights;

       

      
        	
                (o)

              	
                no
                  immunity:
                  it does not, nor do its assets, enjoy immunity from suit or
                  execution;

              


      

       

      
        	
                (p)

              	
                not
                  a trustee:
                  it does not enter into any Document as trustee of any trust or
                  settlement;

              


      

       

      
        	
                (q)

              	
                solvency:
                  it is solvent and is able to pay its debts as and when they become
                  due;

              


      

       

      
        	
                (r)

              	
                commercial
                  benefit:
                  the entering into and performance by it of its obligations under
                  the
                  Documents to which it is expressed to be a party is for its commercial
                  benefit and is in its commercial
                  interests;

              


      

       

      
        	
                (s)

              	
                shareholding:

              


      

       

      
        	 	
                (1)

              	
                the
                  issued share capital in the Borrower is 100 common fully paid
                  shares;

              


      

       

      
        	 	
                (2)

              	
                AGI
                  is the legal and beneficial owner of 100 common fully paid shares
                  in the
                  capital of the Borrower; and

              


      

       

      
        	 	
                (3)

              	
                APG
                  is the legal and beneficial owner of all issued shares in the capital
                  of
                  AGI;

              


      


      
        
          
          

        

        
          page
            37

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                7
                   Representations and
                  warranties

              


      

       

      
        	
                (t)

              	
                Taxes
                  and fees: 

              


      

       

      
        	 	
                (1)

              	
                it
                  has complied in all material respects with all tax laws in all
                  applicable
                  jurisdictions and it has paid all Taxes due and payable by it (other
                  than
                  Contested Taxes), and no claims are being asserted against it in
                  respect
                  of any Taxes (other than Contested Taxes);
                  and

              


      

       

      
        	 	
                (2)

              	
                it
                  has paid all registration or other fees, costs and expenses in
                  connection
                  with the execution, performance and perfection of the Documents,
                  any
                  transaction contemplated by a Document and any Authorisations;
                  and

              


      

       

      
        	
                (u)

              	
                reporting
                  issuer:
                  APG is a reporting issuer (or the equivalent) where applicable
                  in good
                  standing in each of the provinces of Canada (except Quebec) under
                  the
                  applicable Securities Laws, is not included in a list of defaulting
                  reporting issuers maintained by the securities commissions (or
                  similar
                  regulatory authorities) in any of the provinces of Canada and is
                  not in
                  default of any requirement of the applicable Securities Laws relating
                  to
                  continuous disclosure and is in compliance with the by-laws, rules
                  and
                  regulations of the Toronto Stock Exchange.

              


      

       

      
        	
                7.2

              	
                Project
                  representations and
                  warranties

              


      

       

      The
        Transaction Parties represent and warrant to and for the benefit of each
        Finance
        Party that:

       

      
        	
                (a)

              	
                Mineral
                  Rights:

              


      

       

      
        	 	
                (1)

              	
                the
                  Key Mineral Rights are legal, valid and
                  continuing;

              


      

       

      
        	 	
                (2)

              	
                the
                  Borrower is the legal and beneficial holder of the Mineral Rights
                  set out
                  in the Mortgage described at item 4 of schedule 3;
                  and

              


      

       

      
        	 	
                (3)

              	
                the
                  Borrower has in all material respects complied with its obligations
                  in
                  connection with the Key Mineral Rights to the extent required to
                  date;

              


      

       

      
        	
                (b)

              	
                Project
                  Authorisations:
                  

              


      

       

      
        	 	
                (1)

              	
                the
                  Authorisations necessary for the development and operation of the
                  Project
                  are in place, except for any which as a matter of law or Good Industry
                  Practice cannot or should not reasonably be obtained until shortly
                  before
                  the events to which they relate occur where those events are not
                  imminent,
                  and it has no reason to believe that those Authorisations will
                  not be
                  obtained at the appropriate time in the future;
                  and

              


      

       

      
        	 	
                (2)

              	
                all
                  fees due and payable in connection with the Authorisations referred
                  to in
                  clause 7.2(b)(1) have been paid;

              


      

       

      
        	
                (c)

              	
                Project
                  operation:
                  there has been no material change in the conduct or operation of
                  the
                  Project from that contemplated in the Cashflow Model and Project
                  Plan;

              


      

       

      
        	
                (d)

              	
                Project
                  Documents: 

              


      

       

      
        	 	
                (1)

              	
                no
                  event has occurred or condition exists which would permit the
                  cancellation, termination, forfeiture or suspension of a Project
                  Document,
                  nor is any party to a Project Document in default under any term
                  of a
                  Project Document in any material
                  respect;

              


      

       

      
        	 	
                (2)

              	
                it
                  has given to the Agent copies of all of the Project Documents,
                  and all
                  copies of the Project Documents and any other documents or agreements
                  (including Authorisations) given by it or on its behalf to the
                  Agent
                  constitute true and complete copies and those documents and agreements
                  are
                  in full force and effect; and

              


      

       

      
        	 	
                (3)

              	
                the
                  Project Documents contain the entire agreement of the parties to
                  them as
                  to the Project and
                  there are no other material contracts, agreements or arrangements
                  entered
                  into by a Transaction Party in connection with the
                  Project;

              


      


      
        
          
          

        

        
          page
            38

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                7
                   Representations and
                  warranties

              


      

       

      
        	
                (e)

              	
                Project
                  Area:
                  the Project Area comprises all of the land, licences and other
                  rights
                  which are required and necessary for the effective, proper and
                  lawful
                  development and operation of the Project in accordance with the
                  Cashflow
                  Model and the Project Plan;

              


      

       

      
        	
                (f)

              	
                environment:
                  

              


      

       

      
        	 	
                (1)

              	
                the
                  development and operation of the Project and the Project Assets
                  as
                  contemplated by the Project Plan and Cashflow Model complies with
                  all
                  applicable Environmental Laws in all material respects;
                  

              


      

       

      
        	 	
                (2)

              	
                all
                  Environmental Approvals necessary for the development and operation
                  of the
                  Project as it is currently being operated are in place except for
                  any
                  which as a matter of law or Good Industry Practice cannot or should
                  not
                  reasonably be obtained until shortly before the events to which
                  they
                  relate occur where those events are imminent and where it has no
                  reason to
                  believe that those Environmental Approvals will not be obtained
                  at the
                  appropriate time in the future; and

              


      

       

      
        	 	
                (3)

              	
                the
                  Environmental Bonding is the only environmental bonding required
                  to be
                  lodged in accordance with the requirements of any Environmental
                  Law
                  relating to the Project or Project
                  Area;

              


      

       

      
        	
                (g)

              	
                royalties:
                  the only royalties, overriding royalties or production payments
                  in respect
                  of a Mineral Right are those royalties listed at items 1-9 (inclusive)
                  in
                  Part 5 of Paragraph 1.1 of Exhibit A of the MDOA;
                  

              


      

       

      
        	
                (h)

              	
                other
                  business:
                  the Transaction Parties are not involved in and have not conducted
                  and do
                  not conduct any business other than exploration, mining and project
                  management , operation and development and activities incidental
                  to
                  exploration, mining and project management, operation and development;
                  and

              


      

       

      
        	
                (i)

              	
                insurances:
                  in respect of the Project and the Project Assets, the Transaction
                  Parties
                  have complied with clause 8.24 and all insurance policies entered
                  into in
                  complying with that clause 8.24 are valid, binding and subsisting
                  and all
                  premiums due under those insurance policies have been paid in
                  full.

              


      

       

      
        	
                7.3

              	
                Survival
                  and repetition of representations and
                  warranties

              


      

       

      The
        representations and warranties given under this agreement:

       

      
        	
                (a)

              	
                survive
                  the execution of each Transaction Document;
                  and

              


      

       

      
        	
                (b)

              	
                are
                  repeated on the date of each Financier Hedging Agreement, each
                  Funding
                  Date and each Quarterly Date with respect to the facts and circumstances
                  then subsisting until:

              


      

       

      
        	 	
                (1)

              	
                the
                  Commitment is cancelled; and

              


      

       

      
        	 	
                (2)

              	
                the
                  Secured Moneys are unconditionally repaid in
                  full,

              


      

       

      or
        the
        Agent otherwise agrees in writing.

       

      
        	
                7.4

              	
                Reliance
                  by Finance Parties

              


      

       

      Each
        Transaction Party acknowledges that each Finance Party has entered into each
        Transaction Document to which it is a party in reliance on the representations
        and warranties given under this agreement.

       

      
        
          
          

        

        
          page
            39

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                8

              	
                Undertakings

              


      

      
        
 

      
        	
                8.1

              	
                Conduct
                  of Project

              


      

       

      A
        Transaction Party must not, without the written consent of the Agent, change
        the
        scope or operation of the Project from that assumed in or contemplated by
        the
        Cashflow Model and the Project Plan and it must ensure that:

       

      
        	
                (a)

              	
                the
                  Project is diligently constructed, developed, equipped, operated
                  and
                  maintained in accordance with the Cashflow Model, the Project Plan,
                  Good
                  Industry Practice, Authorisations and in a manner which is intended
                  to
                  allow for production and delivery of Product on a regular basis
                  and in
                  sufficient quantities to satisfy its obligations under the Documents;
                  and

              


      

       

      
        	
                (b)

              	
                all
                  Project Assets are maintained in all material respects in good
                  and
                  efficient operating condition, reasonable wear and tear and shutdowns
                  for
                  maintenance in the Ordinary Course of Business
                  excepted.

              


      

       

      
        	
                8.2

              	
                Project
                  Covenants

              


      

       

      
        	
                (a)

              	
                Project
                  Assets: The
                  Borrower must: 

              


      

       

      
        	 	
                (1)

              	
                subject
                  to clause 8.2(a)(3), own all Project Assets;


              


      

       

      
        	 	
                (2)

              	
                subject
                  to clause 8.2(a)(3), ensure that no person other than itself has
                  any
                  right, title or interest in the Project Assets other than as described
                  in
                  the MDOA, the MOOA, under a Permitted Encumbrance or by virtue
                  of a
                  statutory interest affecting the Mineral Rights or federal patents
                  in
                  favour of a Government Agency; and

              


      

       

      
        	 	
                (3)

              	
                not
                  Dispose of, decrease or diminish any material portion of its interest
                  in
                  the Project Assets without the prior written consent of the
                  Agent.

              


      

       

      
        	
                (b)

              	
                Force
                  majeure:
                  Each Transaction Party must take all action as is reasonably open
                  to it to
                  cause any Force Majeure Event affecting the Project to be remedied
                  as soon
                  as possible after that Force Majeure Event occurs, but the party
                  affected
                  is not obliged to incur expenditure to overcome the events or
                  circumstances which caused the Force Majeure Event which would
                  make
                  uneconomic (in the opinion of the Agent) the continued supply and
                  delivery
                  of Product.

              


      

       

      
        	
                (c)

              	
                Access:
                  Each Transaction Party must, at the request of the Agent, ensure
                  that the
                  Finance Parties and representatives of the Finance Parties on giving
                  reasonable notice are allowed at all reasonable times and with
                  reasonable
                  frequency to have access to the Project Area and the Project Assets
                  to
                  inspect any of the Project Assets and to inspect any books, records,
                  data
                  and information which are in the custody or possession of a Transaction
                  Party; provided, however, those rights of access and inspection
                  must be
                  undertaken at a Finance Party’s own risk in a manner that does not
                  unreasonably disrupt the operation of the Project, and must be
                  subject to:
                  

              


      

       

      
        	 	
                (1)

              	
                the
                  confidentiality provisions set out in this agreement or in any
                  other
                  agreement between a Transaction Party and a Finance Party; and
                  

              


      

       

      
        	 	
                (2)

              	
                applicable
                  health and safety laws and regulations and related policies adopted
                  by the
                  Borrower.

              


      

       

      
        	
                (d)

              	
                Project
                  Plan:
                  A
                  Transaction Party must not amend or change the Project Plan without
                  the
                  Agent’s prior written consent, that consent not to be unreasonably
                  withheld or delayed.

              


      

       

      
        
          
          

        

        
          page
            40

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                8.3

              	
                Provisions
                  relating to the MDOA

              


      

       

      
        	
                (a)

              	
                Where
                  the Borrower gives an undertaking under this agreement (or a Transaction
                  Party other than the Borrower gives an undertaking to procure the
                  Borrower
                  to perform that undertaking) with respect to the development or
                  operation
                  of the Project or the Project Assets, the Borrower (or that other
                  Transaction Party) must use its Best Efforts to perform (or to
                  procure
                  that the Borrower perform) that
                  undertaking.

              


      

       

      
        	
                (b)

              	
                Other
                  than: 

              


      

       

      
        	 	
                (1)

              	
                cash
                  calls under an approved Program and Budget which are not Additional
                  Contributions (as those terms are defined in the MDOA);
                  

              


      

       

      
        	
              	
                (2)

              	
                expenditures
                  which the Borrower makes as the manager of the Project on behalf
                  of the
                  other participant pursuant to the MDOA;


              


      

       

      
        	 	
                (3)

              	
                its
                  share of Budget overruns of less than ten percent, as described
                  in section
                  9.8 of the MDOA; and 

              


      

       

      
        	 	
                (4)

              	
                emergency
                  expenditures made in accordance with section 9.9 of the
                  MDOA,

              


      

       

      where
        under the terms of the MDOA the agreement of the Borrower (in its capacity
        as a
        participant in the Project, and not the manager of the Project) is required
        for
        any Project expenditure not contemplated by the Project Plan, the Borrower
        will
        give notice to the Agent of such expenditure. The Borrower will not agree
        to the
        relevant expenditure being incurred without the consent of the Agent, but
        the
        Agent will not withhold its consent if it is satisfied (acting reasonably)
        that
        the incurring of the relevant expenditure will not result in:

       

      
        	 	
                (A)

              	
                a
                  breach of the either of the financial undertakings set out in clause
                  8.25(a); or

              


      

       

      
        	 	
                (B)

              	
                the
                  Borrower being unable to make repayments or payments of principal,
                  interest or other amounts payable under this
                  agreement.

              


      

       

      
        	
                8.4

              	
                Environmental
                  issues

              


      

       

      Each
        Transaction Party must ensure that the Borrower:

       

      
        	
                (a)

              	
                complies
                  with all Environmental Laws with respect to the Project in all
                  material
                  respects;

              


      

       

      
        	
                (b)

              	
                obtains
                  and complies with all Environmental Approvals required in connection
                  with
                  the development and operation of the Project, except for any failure
                  to
                  obtain an Environmental Approval which as a matter of law or Good
                  Industry
                  Practice cannot or should not reasonably be obtained until shortly
                  before
                  the events to which it relates occurs where not imminent;
                  and

              


      

       

      
        	
                (c)

              	
                promptly
                  notifies the Agent of all material claims, complaints or notices
                  concerning its compliance with Environmental Laws and Environmental
                  Approvals.

              


      

       

      
        	
                8.5

              	
                Mineral
                  Rights

              


      

       

      Each
        Transaction Party must ensure that:

       

      
        	
                (a)

              	
                the
                  Borrower has, and continues to have title to the Key Mineral
                  Rights;

              


      

       

      
        	
                (b)

              	
                the
                  Borrower takes, or procures to be taken, all action (including
                  the timely
                  payment of annual maintenance fees, recording of instruments, or
                  performance of annual assessment work, or otherwise) necessary
                  to ensure
                  that all conditions and requirements relating to the Key Mineral
                  Rights
                  are observed and performed and that the Key Mineral Rights remain
                  valid
                  and are in full force and effect; 

              


      

       

      
        	
                (c)

              	
                the
                  Key Mineral Rights are free of Encumbrances other than Permitted
                  Encumbrances; and

              


      

       

      
        
          
          

        

        
          page
            41

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                (d)

              	
                the
                  Borrower uses its commercially reasonable best efforts to remedy
                  any
                  defect identified by the Bensing Title
                  Reports:

              


      

       

      
        	 	
                (1)

              	
                which
                  affects a Key Mineral Right (other than an Excluded Claim) within
                  60 days
                  of the provision of the initial Funding Portion, or if a Mineral
                  Right
                  which is not a Key Mineral Right as at the date of this agreement
                  becomes
                  a Key Mineral Right, within 60 days of it becoming so;
                  and

              


      

       

      
        	 	
                (2)

              	
                which
                  affects a Mineral Right (other than the Mineral Rights described
                  in clause
                  8.5(d)(1)) as soon as reasonably practicable, taking into account
                  commercial considerations and constraints.


              


      

       

      Failure
        to remedy a defect under clause 8.5(d)(1) is not an Event of Default if the
        relevant defect is demonstrated to the Agent’s reasonable satisfaction not to
        materially affect the Borrower’s title to a Key Mineral Right.

       

      
        	
                8.6

              	
                Corporate
                  budget

              


      

       

      A
        Transaction Party must not amend or change the Corporate Budget in any material
        respect without the Agent’s prior written consent (not to be unreasonably
        withheld or delayed).

       

      
        	
                8.7

              	
                Provision
                  of information and reports

              


      

       

      Each
        Transaction Party must ensure the Agent is provided with the following, which
        must in the case of the information referred to in clauses 8.7(d), 8.7(e),
        8.7(f) and 8.7(g) be in the form and contain information satisfactory to
        the
        Agent:

       

      
        	
                (a)

              	
                Financial
                  Reports:

              


      

       

      
        	 	
                (1)

              	
                as
                  soon as practicable and no later than 120 days after the end of a
                  financial year, copies of the consolidated annual audited Financial
                  Report
                  of APG;
                  and

              


      

       

      
        	 	
                (2)

              	
                as
                  soon as practicable and no later than 45 days after each Quarterly
                  Date,
                  copies of the unaudited quarterly Financial Report of APG and the
                  Borrower
                  for the Quarter immediately preceding that Quarterly
                  Date;

              


      

       

      
        	
                (b)

              	
                Corporate
                  Budget:
                  no
                  later than the date which is 30 days after 31 December of each
                  year, a
                  copy of the proposed Corporate Budget for the subsequent 12 month
                  period;

              


      

       

      
        	
                (c)

              	
                Project
                  Plan:
                  no later than the date which is 30 days after 31 December of each
                  year, a
                  copy of the updated Project Plan for the subsequent 12 month period,
                  including an updated description of the Project life of mine and
                  an
                  updated reconciliation of Project mineral reserves. taking into
                  account
                  the operation of the Project during the preceding 12 month
                  period;

              


      

       

      
        	
                (d)

              	
                Project
                  reports:
                  promptly after delivery by the Manager, copies of the reports required
                  under section 8.2(p) and 10.1 of the MDOA and any other reports
                  and
                  information that is provided by the Manager.
                  For the avoidance of doubt, the parties agree that the report entitled
                  “Montana Tunnels Mine Joint Venture Monthly Report” as provided by the
                  Borrower to the Agent is in a form satisfactory to the Agent for
                  the
                  purposes of this clause 8.7(d) and that the Borrower will comply
                  with this
                  clause by providing a report in that form on each of the dates
                  required
                  under this clause;

              


      

       

      
        	
                (e)

              	
                metal
                  price protection report: no
                  later than 30 days after the end of each calendar month, a metal
                  price
                  protection report detailing the metal produced during that month,
                  the
                  amount of metal committed under Hedging Agreements during that
                  month and
                  any Hedging Agreements that have been terminated by delivery or
                  close-out
                  during that month; 

              


      

       

      
        	
                (f)

              	
                Transaction
                  Accounts report:
                  no
                  later than 30 days after the end of each calendar month, a statement
                  summarising all deposits to and withdrawals from the Transaction
                  Accounts;

              


      

       

      
        
          
          

        

        
          page
            42

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                (g)

              	
                Quarterly
                  compliance certificate:
                  no later than 30 days after each Quarterly Date, a certificate
                  signed by
                  at least 1 Officer of the Borrower
                  stating:

              


      

       

      
        	 	
                (1)

              	
                each
                  of the Ratios as at the relevant Quarterly Date (giving details
                  of the
                  calculation of the Ratios);

              


      

       

      
        	 	
                (2)

              	
                any
                  non-compliance of a Transaction Party with a covenant in the Transaction
                  Documents and any Default that has occurred and is continuing;
                  and

              


      

       

      
        	 	
                (3)

              	
                the
                  full details of that non-compliance or Default and the remedial
                  action
                  being taken or proposed to cure that non-compliance or Default;
                  and

              


      

       

      
        	
                (h)

              	
                other
                  information:
                  any other information which the Agent reasonably
                  requests in relation to it, any of its assets or the
                  Project.

              


      

       

      
        	
                8.8

              	
                Proper
                  accounts

              


      

       

      Each
        Transaction Party must:

       

      
        	
                (a)

              	
                keep
                  accounting records which give a true and fair view of its financial
                  condition and state of affairs; and

              


      

       

      
        	
                (b)

              	
                ensure
                  that the accounts it provides under clause 8.6 are prepared in
                  accordance with the Accounting
                  Standards.

              


      

       

      
        	
                8.9

              	
                Notices
                  to the Agent

              


      

       

      Each
        Transaction Party must notify the Agent as soon as is reasonably practicable
        after it becomes aware of:

       

      
        	
                (a)

              	
                any
                  Default occurring;

              


      

       

      
        	
                (b)

              	
                any
                  material breach of, or material default under, any Document to
                  which it is
                  a party;

              


      

       

      
        	
                (c)

              	
                any
                  material breach of any applicable license or law that would reasonably
                  be
                  expected to affect the validity or good standing of the Project
                  or the
                  Project Assets, the Borrower’s legal and beneficial title to the Project
                  Assets or the value of the Secured
                  Property;

              


      

       

      
        	
                (d)

              	
                any
                  event or circumstance which entitles a person to cancel, terminate
                  or
                  suspend any Key Mineral Rights, Environmental Approvals, Authorisations
                  or
                  a Project Document;

              


      

       

      
        	
                (e)

              	
                any
                  change in statutory requirements that may have a material effect
                  on
                  mining, metallurgical methods, tailings disposal, base metal production
                  or
                  title with respect to the Project;

              


      

       

      
        	
                (f)

              	
                a
                  revised downward estimate of Proven Reserves and Probable Reserves
                  in
                  respect of the Project other than as a result of
                  mining;

              


      

       

      
        	
                (g)

              	
                a
                  material change in Key Personnel;

              


      

       

      
        	
                (h)

              	
                any
                  proposed changes to the Project Plan or the Project
                  Documents;

              


      

       

      
        	
                (i)

              	
                Knight
                  Piésold Ltd. giving notice to a Transaction Party of matters of concern
                  in
                  regard to the stability of the mine walls, ramps or slopes for
                  the
                  Project;

              


      

       

      
        	
                (j)

              	
                any
                  unscheduled stoppage or disruption of ore mining or processing
                  at the
                  Project for a period greater than 3 consecutive
                  days;

              


      

       

      
        	
                (k)

              	
                any
                  material adverse change in the financial position of the Project,
                  the
                  Borrower or another Transaction
                  Party;

              


      

       

      
        	
                (l)

              	
                any
                  representation, warranty, action or statement made, or taken to
                  be made,
                  by it is or becomes false, misleading or incorrect in any material
                  respect;

              


      

       

      
        	
                (m)

              	
                any
                  intention by it to exercise any right, power or remedy under any
                  Document
                  to which it is a party as a consequence of any default under
                  it;

              


      

       

      
        	
                (n)

              	
                any
                  material breach of an
                  Authorisation;

              


      

       

      
        
          
          

        

        
          page
            43

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                (o)

              	
                any
                  material breach of, or material claim being made against a Transaction
                  Party under, any Environmental Laws or Environmental
                  Approvals;

              


      

       

      
        	
                (p)

              	
                any
                  material notices given or received by a Transaction Party under
                  any
                  Project Document;

              


      

       

      
        	
                (q)

              	
                except
                  for the Clements Litigation, any
                  litigation, arbitration, administration or other proceeding in
                  respect of
                  it or any of its assets being commenced or threatened
                  which:

              


      

       

      
        	 	
                (1)

              	
                is
                  in excess of US$500,000 (or the equivalent amount in another currency);
                  or

              


      

       

      
        	 	
                (2)

              	
                if
                  adversely determined would have or be reasonably likely to have
                  a Material
                  Adverse Effect;

              


      

       

      
        	
                (r)

              	
                a
                  demand under a Surety Obligation given by that Transaction
                  Party;

              


      

       

      
        	
                (s)

              	
                any
                  Encumbrance that exists over any of its assets other than a Permitted
                  Encumbrance;

              


      

       

      
        	
                (t)

              	
                any
                  material dispute between a Transaction Party and a Government Agency
                  or
                  any proposal of any Government Agency to compulsorily acquire a
                  material
                  portion of its assets;

              


      

       

      
        	
                (u)

              	
                the
                  acquisition by it of a Subsidiary; 

              


      

       

      
        	
                (v)

              	
                a
                  decision to accelerate or expand the level of production from the
                  Project
                  above that contemplated in the Cashflow Model or Project
                  Plan;

              


      

       

      
        	
                (w)

              	
                a
                  proposed change in mining or processing methods from those contemplated
                  in
                  the Cashflow Model or Project Plan in respect of the development
                  or
                  operation of the Project;

              


      

       

      
        	
                (x)

              	
                a
                  material change in the proposed arrangements, term or conditions
                  from
                  those contemplated in the Cashflow Model or Project Plan for the
                  sale of
                  Product;

              


      

       

      
        	
                (y)

              	
                any
                  replacement of a member of, or the addition of a member to, the
                  senior
                  operating and corporate management team which manages the operations
                  of
                  the Project or the Borrower; and

              


      

       

      
        	
                (z)

              	
                any
                  material disputes with respect to the Project, Project Area and
                  the
                  Project Assets and any material dispute with landowners located
                  in or
                  around the Project Area.

              


      

       

      
        	
                8.10

              	
                Corporate
                  existence

              


      

       

      Each
        Transaction Party must ensure that it:

       

      
        	
                (a)

              	
                does
                  everything necessary to maintain its corporate existence in good
                  standing;

              


      

       

      
        	
                (b)

              	
                does
                  not transfer its jurisdiction of incorporation without the prior
                  written
                  consent of the Agent; and

              


      

       

      
        	
                (c)

              	
                does
                  not enter into any merger, amalgamation, consolidation or reconstruction
                  without the Agent’s prior written consent (not to be unreasonably withheld
                  or delayed).

              


      

       

      
        	
                8.11

              	
                Compliance

              


      

       

      Each
        Transaction Party must comply
        with all its obligations under each Document to which it is a
        party.

       

      
        	
                8.12

              	
                Maintenance
                  of capital

              


      

       

      A
        Transaction Party must not without the Agent’s prior written
        consent:

       

      
        	
                (a)

              	
                call
                  up or pass a resolution to call up its unpaid share
                  capital;

              


      

       

      
        	
                (b)

              	
                reduce
                  or pass a resolution to reduce its capital;

              


      

       

      
        	
                (c)

              	
                buy-back
                  or pass a resolution to buy-back, any of its shares;
                  or

              


      

       

      
        
          
          

        

        
          page
            44

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                  8  Undertakings

                


        



      
        	
                (d)

              	
                attempt
                  or take any steps to do anything which it is not permitted to do
                  under
                  clauses 8.12(a), 8.12(b) or
                  8.12(c).

              


      

       

      
        	
                8.13

              	
                Compliance
                  with laws and
                  Authorisations

              


      

       

      Each
        Transaction Party must:

       

      
        	
                (a)

              	
                comply
                  with, in all material respects, all laws and legal requirements,
                  including
                  each judgement, award, decision, finding or any other determination
                  of a
                  Government Agency, which applies to it or any of its
                  assets;

              


      

       

      
        	
                (b)

              	
                obtain,
                  maintain and comply with, in all material respects, all Authorisations
                  required:

              


      

       

      
        	 	
                (1)

              	
                for
                  the enforceability against it of each Document to which it is a
                  party, or
                  to enable it to perform its obligations under each Document to
                  which it is
                  a party;

              


      

       

      
        	 	
                (2)

              	
                in
                  relation to it or any of its assets;
                  and

              


      

       

      
        	 	
                (3)

              	
                for
                  the operation of the Project;

              


      

       

      
        	
                (c)

              	
                not
                  do anything which would prevent the renewal of any Authorisation
                  referred
                  to in clause 8.13(b) or cause it to be renewed on less favourable
                  terms.

              


      

       

      
        	
                8.14

              	
                Payment
                  of debts, outgoings
                  and Taxes

              


      

       

      
        	
                (a)

              	
                Each
                  Transaction Party must pay or cause to be paid its debts and financial
                  obligations including all rates, rents and other outgoings when
                  due and
                  payable, except where that Transaction Party is contesting its
                  liability
                  to pay that financial obligation, and has reasonable grounds to
                  do so, in
                  appropriate proceedings reasonably satisfactory to the
                  Financier.

              


      

       

      
        	
                (b)

              	
                Each
                  Transaction Party must pay or cause to be paid all Taxes when due,
                  other
                  than Contested Taxes.

              


      

       

      
        	
                (c)

              	
                Each
                  Transaction Party must set aside sufficient reserves to cover any
                  Contested Taxes. 

              


      

       

      
        	
                (d)

              	
                Each
                  Transaction Party must pay or cause to be paid all Contested Taxes
                  when
                  the terms of any final determination or settlement require those
                  Contested
                  Taxes to be paid, unless failure to pay any Contested Taxes when
                  due may
                  have a Material Adverse Effect, in which case those the Contested
                  Taxes
                  must be paid when due. 

              


      

       

      
        	
                8.15

              	
                Project
                  Documents

              


      

       

      
        	
                (a)

              	
                A
                  Transaction Party must not without the prior written consent of
                  the
                  Agent:

              


      

       

      
        	 	
                (1)

              	
                materially
                  amend or vary, or agree to a material amendment or variation
                  of;

              


      

       

      
        	 	
                (2)

              	
                terminate,
                  rescind or discharge (except by performance or unless replaced
                  on terms no
                  less favourable to that Transaction
                  Party);

              


      

       

      
        	 	
                (3)

              	
                grant
                  any waiver, time or indulgence in respect of any material obligation
                  under;

              


      

       

      
        	 	
                (4)

              	
                do
                  or omit to do anything which may adversely affect the provisions
                  or
                  operation of; or

              


      

       

      
        	 	
                (5)

              	
                do
                  or omit to do anything which would give any other person legal
                  or
                  equitable grounds to do anything in clause 8.15(a)(1) to (4) in
                  respect of,

              


      

       

      any
        Project Document to which it is a party.

       

      
        	
                (b)

              	
                Each
                  Transaction Party must do all things necessary to enforce all of
                  its
                  rights, powers and remedies under each Project Document to which
                  it is a
                  party.

              


      

       

      
        	
                (c)

              	
                A
                  Transaction Party must not enter into any agreement (other than
                  Material
                  Agreements existing as at the date of this agreement) relating
                  to the
                  development and construction of the Project, the refinement or
                  treatment
                  of Product or any other agreement or contract which relates to
                  the
                  Project
                  where the aggregate amount of payments to be made under that agreement
                  or
                  contract is anticipated to exceed US$1,000,000, without the prior
                  written
                  consent of the Agent.

              


      

       

      
        
          
          

        

        
          page
            45

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                  8  Undertakings

                


        

         

      

      
        	
                (d)

              	
                The
                  Borrower and APG must comply with all of their respective obligations
                  under the Services Agreement.

              


      

       

      
        	
                8.16

              	
                Amendments
                  to constitution

              


      

       

      A
        Transaction Party must not amend its memorandum and articles of association,
        articles of incorporation, articles of organization, by-laws, constitution,
        operating agreement, or other constating documents (as applicable) without
        the
        Agent’s prior written consent, which consent must not be unreasonably withheld
        or delayed.

       

      
        	
                8.17

              	
                Negative
                  pledge and disposal of
                  assets

              


      

       

      
        	
                (a)

              	
                A
                  Transaction Party must not create or allow to exist or agree to
                  any
                  interest or Encumbrance over any of its assets other than a Permitted
                  Encumbrance.

              


      

       

      
        	
                (b)

              	
                A
                  Transaction Party must not without the prior written consent of
                  the Agent
                  Dispose of any of its assets other
                  than:

              


      

       

      
        	 	
                (1)

              	
                a
                  Disposal (which is not a Disposal of a Project Asset) of an asset
                  which is
                  sold in the Ordinary Course Business and at market value where
                  the
                  aggregate of assets sold by all Transaction Parties in the preceding
                  12
                  month period is less than US$500,000;
                  or

              


      

       

      (2) 
a
        Disposal of Product; or

       

      
        	 	
                (3)

              	
                a
                  Disposal for valuable consideration and on arm’s length commercial terms
                  of assets that are no longer required for the proper and efficient
                  operation of the Project because:

              


      

       

      
        	
              	·	
                of
                  replacement, obsolescence or otherwise, and where the Disposal
                  relates to
                  the replacement of assets, the asset is replaced with one or more
                  assets
                  having a similar function or comparable or superior type, value
                  and
                  quality; or

              


      

       

      
        	
              	·	
                of
                  cessation of mining operations at the Project in accordance with
                  the
                  Project Plan; or

              


      

       

      
        	 	
                (4)

              	
                the
                  Disposal of the Mill (as that term is defined in the MOOA) under
                  the
                  MOOA.

              


      

       

      
        	
                (c)

              	
                A
                  Transaction Party must not enter into any arrangement under which
                  money or
                  the benefit of a bank or other account may be applied, set-off
                  or made
                  subject to a combination of accounts, except for a netting or set-off
                  arrangement in the ordinary course of its ordinary banking arrangements
                  for the purpose of netting debit and credit
                  balances.

              


      

       

      
        	
                (d)

              	
                A
                  Transaction Party must not enter into any arrangement which, if
                  complied
                  with, would prevent any Transaction Party from complying with its
                  obligations under the Transaction
                  Documents.

              


      

       

      
        	
                (e)

              	
                APG
                  must not Dispose of any shares it owns in AGI without the prior
                  written
                  consent of the Financier.

              


      

       

      
        	
                (f)

              	
                AGI
                  must not Dispose of any shares it owns in the Borrower without
                  the prior
                  written consent of the Financier.

              


      

       

      
        	
                (g)

              	
                No
                  Transaction Party may Dispose of any Inter-Company Claims owing
                  to it by
                  another Transaction Party.

              


      

       

      
        	
                8.18

              	
                No
                  change to business

              


      

       

      APG:

       

      
        	
                (a)

              	
                must
                  ensure that its business is operated in accordance with the Corporate
                  Budget; and

              


      

       

      
        
          
          

        

        
          page
            46

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                  8  Undertakings

                


        

         

      

      
        	
                (b)

              	
                must
                  not engage in any business other than, or do anything which would
                  result
                  in substantial changes to, its existing core businesses and operations
                  of
                  mineral exploration, mining or processing, except with the prior
                  written
                  consent of the Agent.

              


      

       

      
        	
                8.19

              	
                Financial
                  accommodation
                  and Financial Indebtedness

              


      

       

      
        	
                (a)

              	
                A
                  Transaction Party must not subscribe for capital in an entity,
                  provide any
                  financial accommodation, or give any Surety Obligation in respect
                  of any
                  financial accommodation, to or for the benefit of any Person, other
                  than
                  Permitted Financial Accommodation.

              


      

       

      
        	
                (b)

              	
                A
                  Transaction Party must not incur any Financial Indebtedness other
                  than
                  Permitted Financial Indebtedness.

              


      

       

      
        	
                8.20

              	
                Arm’s
                  length transactions

              


      

       

      A
        Transaction Party must not:

       

      
        	
                (a)

              	
                enter
                  into an agreement with any Person;

              


      

       

      
        	
                (b)

              	
                acquire
                  or Dispose of an asset;

              


      

       

      
        	
                (c)

              	
                obtain
                  or provide a service;

              


      

       

      
        	
                (d)

              	
                obtain
                  a right or incur an obligation; or

              


      

       

      
        	
                (e)

              	
                implement
                  any other transaction,

              


      

       

      unless
        it
        does so on terms which are no less favourable to it than arm’s length
        terms.

       

      
        	
                8.21

              	
                No
                  Subsidiaries

              


      

       

      The
        Borrower must not incorporate any new Subsidiary (whether wholly-owned or
        otherwise) without the prior written consent of the Agent (not to be
        unreasonably withheld or delayed).

       

      
        	
                8.22

              	
                Restrictions
                  on Distributions
                  and fees

              


      

       

      A
        Transaction Party must not:

       

      
        	
                (a)

              	
                make
                  any Distribution other than a Distribution made in accordance with
                  clause
                  3.2 which would not result in a violation of clauses 8.25 and 10.3(b);
                  or

              


      

       

      
        	
                (b)

              	
                pay
                  any director fees, management fees, consultancy fees or other like
                  payments to any director or Affiliate of a Transaction Party unless
                  those
                  fees or other payments are:

              


      

       

      
        	 	
                (1)

              	
                reasonable
                  and are no more or less favourable than it is reasonable to expect
                  would
                  be the case if the relevant persons were dealing with each other
                  at arm’s
                  length; or

              


      

       

      
        	 	
                (2)

              	
                paid
                  with the Agent’s prior consent.

              


      

       

      
        	
                8.23

              	
                Undertakings
                  regarding Secured Property

              


      

       

      Each
        Transaction Party must:

       

      
        	
                (a)

              	
                maintenance
                  of the Secured Property:
                  subject to clause 8.17: 

              


      

       

      
        	 	
                (1)

              	
                maintain
                  and protect its Secured Property;

              


      

       

      
        	 	
                (2)

              	
                keep
                  its Secured Property in a good state of repair and in good working
                  order
                  allowing for fair wear and tear and shutdowns for maintenance in
                  the
                  Ordinary Course of Business;

              


      

       

      
        
          
          

        

        
          page
            47

          
            

          

        

        
          
          

        

      

      
        

          
            	
                    

                  	
                    8  Undertakings

                  


          

           

        

      

      
        	 	
                (3)

              	
                remedy
                  every defect in its title to any part of its material Secured Property
                  (including the Key Mineral Rights);

              


      

       

      
        	 	
                (4)

              	
                take
                  or defend all legal proceedings to protect or recover any of its
                  Secured
                  Property;
                  and

              


      

       

      
        	 	
                (5)

              	
                keep
                  its Secured Property valid and subsisting and free from liability
                  to
                  forfeiture, cancellation, avoidance or
                  loss;

              


      

       

      
        	
                (b)

              	
                further
                  security:

              


      

       

      
        	 	
                (1)

              	
                do
                  anything which the Agent reasonably requests to
                  maintain the priority of its Security, or secures to the Financier
                  its
                  Secured Property in a manner consistent with any provision of any
                  Transaction Document, or aids in the exercise of any Power of a
                  Finance
                  Party, including, the execution of any document or the execution
                  and
                  delivery of blank transfers;

              


      

       

      
        	 	
                (2)

              	
                when
                  the Agent requests, execute a legal or statutory mortgage in favour
                  of the
                  Financer over the Borrower’s right, title and interest in any real
                  property acquired by it on or after the date of this agreement
                  in form and
                  substance required by the Agent, but the Agent cannot require an
                  obligation which is more onerous than any obligation contained
                  in any
                  Transaction Document;

              


      

       

      
        	 	
                (3)

              	
                use
                  its best efforts to record any mortgage executed under
                  clause 8.23(b)(2);
                  and

              


      

       

      
        	 	
                (4)

              	
                if
                  a Transaction Party acquires any material
                  assets:

              


      

       

      
        	
              	·	
                promptly
                  notify the Agent of that acquisition;
                  and

              


      

       

      
        	
              	·	
                at
                  the request of the Agent, procure the company that has acquired
                  those
                  assets to grant security over those assets in favour of a Finance
                  Party in
                  form and substance required by the Agent, but the Agent cannot
                  require an
                  obligation which is more onerous than any obligation contained
                  in any
                  Transaction Document;

              


      

       

      
        	
                (c)

              	
                registration
                  and protection of security:
                  ensure that its Security is registered, recorded, and filed in
                  all
                  registers in all jurisdictions in which it must be registered,
                  recorded
                  and/or filed to ensure the enforceability, validity and priority
                  of the
                  Security against all persons and to be effective as a
                  security;

              


      

       

      
        	
                (d)

              	
                no
                  partnership or joint venture:
                  not enter into any profit sharing arrangement in relation to its
                  Secured
                  Property or any partnership or joint venture with any other person
                  without
                  the Agent’s written consent, other than the MDOA and the MOOA and as
                  disclosed in the MDOA;

              


      

       

      
        	
                (e)

              	
                no
                  Encumbrances:
                  cause any Encumbrance other than a Permitted Encumbrance which
                  is lodged
                  in respect of its Secured Property, other than an Encumbrance lodged
                  by
                  the Finance Parties, to be removed as soon as reasonably practicable
                  but
                  in any event within 15 Business Days after the date that it becomes
                  aware of its existence; and

              


      

       

      
        	
                (f)

              	
                Offtake
                  Agreement:
                  if requested by the Agent, use its commercially reasonable best
                  efforts to
                  procure consent from Teck Cominco with respect to the assignment
                  of the
                  Offtake Agreement to the Finance
                  Parties.

              


      

       

      
        	
                8.24

              	
                Insurance

              


      

       

      
        	
                (a)

              	
                General
                  requirements:
                  Each Security Provider must ensure that all aspects of the Current
                  Insurance Policies are maintained. 

              


      

       

      
        	
                (b)

              	
                Payment
                  of premiums:
                  Each Security Provider must punctually pay all premiums and other
                  amounts
                  necessary to effect and maintain in force each insurance
                  policy.

              


      

       

      
        	
                (c)

              	
                Contents
                  of insurance policy:
                  Each Security Provider must use commercially reasonable best efforts
                  to
                  ensure that every insurance policy (other than worker’s compensation,
                  directors’ and officers’ liability and public
                  liability):

              


      

       


      
        
          
          

        

        
          page
            48

          
            

          

        

        
          
          

        

      

      
        

          
            	
                    

                  	
                    8  Undertakings

                  


          

           

        

      

      
        	 	
                (1)

              	
                is
                  taken out in the name of the Security Provider, notes each Finance
                  Party
                  as an additional insured and insures each of their insurable
                  interests;

              


      

       

      
        	 	
                (2)

              	
                names
                  the Agent as the loss payee;

              


      

       

      
        	 	
                (3)

              	
                cannot
                  be terminated or varied by the insurer for any reason including
                  the
                  non-payment of the premium or any other amount in respect of the
                  insurance
                  policy, unless the Agent is given 30 days prior written notice;
                  and

              


      

       

      
        	 	
                (4)

              	
                provides
                  that notice of any occurrence given by one insured party will be
                  regarded
                  as notice given by all insured parties and that failure by one
                  insured
                  party to observe and fulfil the conditions of the policy will not
                  prejudice the rights of any other insured
                  party.

              


      

       

      
        	
                (d)

              	
                No
                  prejudice:
                  Each Security Provider must not do or omit to do, or allow or permit
                  to be
                  done or not done, anything which may materially prejudice any insurance
                  policy.

              


      

       

      
        	
                (e)

              	
                Deliver
                  documents:
                  Each Security Provider must promptly deliver to the
                  Agent:

              


      

       

      
        	 	
                (1)

              	
                adequate
                  evidence as to the existence and currency of the insurance required
                  under
                  this clause 8.24; and

              


      

       

      
        	 	
                (2)

              	
                any
                  other detail with respect to the insurance which the Agent may
                  reasonably
                  require and notify to the Security Provider from time to
                  time.

              


      

       

      
        	
                (f)

              	
                No
                  change to policy:
                  A
                  Security Provider must not rescind, terminate, cancel or make a
                  material
                  change to any insurance policy without the Agent’s written consent, except
                  where the variation is to increase coverage, the amount insured
                  by the
                  policy or amend the scheduled insured property where that amendment
                  results from a Disposal permitted under clause
                  8.17.

              


      

       

      
        	
                (g)

              	
                Assistance
                  in recovery of money:
                  Each Security Provider must do all things reasonably required by
                  a Finance
                  Party to enable the Finance Party to recover any money due in respect
                  of
                  an insurance policy.

              


      

       

      
        	
                (h)

              	
                Notification
                  by Security Provider:
                  Each Security Provider must notify the Agent as soon as reasonably
                  practicable after it becomes aware
                  of:

              


      

       

      
        	 	
                (1)

              	
                an
                  event which in relation to a Security Property gives rise to a
                  claim of
                  US$500,000 or more under an insurance policy;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  cancellation or variation for any reason of any insurance policy
                  in
                  relation to its Secured Property.

              


      

       

      
        	
                (i)

              	
                Dealing
                  with insurance policy proceeds:

              


      

       

      
        	 	
                (1)

              	
                If
                  the claim by a Transaction Party is greater than US$1,000,000,
                  or if the
                  claim by a Transaction Party is less than US$1,000,000 but the
                  Agent
                  determines that there is not sufficient business interruption insurance
                  or
                  other funds available to the Borrower to ensure that the Borrower
                  can pay
                  or repay any part of the Secured Moneys due and payable by it,
                  the
                  Agent may direct that Transaction Party with respect to a particular
                  insurance claim, to irrevocably authorise, instruct and direct
                  the insurer
                  to pay the proceeds of that claim up to the amount of the Secured
                  Moneys
                  to the Financier.

              


      

       

      
        	 	
                (2)

              	
                If
                  an Event of Default has occurred and is continuing, the proceeds
                  in
                  respect of any insurance policy must be used to repay the Secured
                  Moneys
                  outstanding at that time or for any other purpose which the Agent
                  approves.

              


      

       

      
        	 	
                (3)

              	
                The
                  proceeds in respect of any claim under an insurance policy in respect
                  of
                  lost, destroyed or damaged property of a Transaction Party that
                  are not
                  being applied in accordance with clauses 8.24(i)(1) and 8.24(i)(2),
                  must
                  be applied towards the replacement or reinstatement of that
                  property.

              


      

       

      
        	 	
                (4)

              	
                Clauses 8.24(i)(1),
                  8.24(i)(2)and (3) do not apply to proceeds received from any workers’
                  compensation or public liability policy to the extent that the
                  proceeds
                  are paid to a person entitled
                  to be compensated under the workers’ compensation or public liability
                  policy.

              


      

       

      
        
          
          

        

        
          page
            49

          
            

          

        

        
          
          

        

      

      
        

          
            	
                    

                  	
                    8  Undertakings

                  


          

           

        

      

      
        	 	
                (5)

              	
                Any
                  amount received by the Agent in accordance with clauses 8.24(i)(1)
                  or
                  8.24(i)(2) may be applied by the Agent as a prepayment of the Principal
                  Outstanding, and clauses 3.5(d) and 3.8(b) will apply to the
                  prepayment.

              


      

       

      
        	
                (j)

              	
                Power
                  to take proceedings:
                  If an Event of Default has occurred and is continuing and a Receiver
                  has
                  not been appointed, the Agent alone has full power to make, enforce,
                  settle, compromise, sue on and discharge all claims and recover
                  and
                  receive all moneys payable in respect of any claim under any insurance
                  policy.

              


      

       

      
        	
                8.25

              	
                Financial
                  undertakings

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must ensure that at all
                  times:

              


      

       

      
        	 	
                (1)

              	
                the
                  LLCR is not less than 1.5:1;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  PLCR is not less than 2:1.

              


      

       

      
        	
                (b)

              	
                If
                  the Quarterly compliance certificate provided by Borrower in accordance
                  with clause 8.7(g) shows that, or if at any time the Agent calculates
                  that, the value of a Ratio is less than the value for that Ratio
                  set out
                  in clause 8.25(a), the Borrower must on the next Repayment Date
                  apply as a
                  mandatory prepayment of the Principal Outstanding the lesser
                  of:

              


      

       

      
        	 	
                (1)

              	
                100%
                  of the Excess Cashflow; and

              


      

       

      
        	 	
                (2)

              	
                the
                  amount that is required to be paid to make the value of that Ratio
                  greater
                  than or equal to the value for that Ratio set out in clause
                  8.25(a).

              


      

       

      Clause
        3.8(b) will apply to each mandatory prepayment and any amount prepaid under
        this
        clause 8.25(b) may not be redrawn.

       

      
        	
                (c)

              	
                The
                  calculation of a Ratio by the Agent is, in the absence of manifest
                  error,
                  the final and agreed calculation of that Ratio. In calculating
                  a Ratio,
                  the Agent will have regard to the most recent Cashflow Model and
                  information provided to it under clause
                  8.6.

              


      

       

      
        	
                8.26

              	
                Hedging

              


      

       

      
        	
                (a)

              	
                Each
                  Transaction Party must ensure that the Borrower enters into and
                  maintains
                  the Metals Price Protection Program and the Extension Facility
                  Price
                  Protection Program to the satisfaction of the
                  Agent.

              


      

       

      A
        Transaction Party must not enter into a Hedging Agreement in respect of Product
        with a counterparty who is not the Financier.

       

      
        	
                8.27

              	
                Legal
                  opinions

              


      

       

      As
        soon
        as practicable, but no later than 20 Business Days after the date the first
        Extension Loan Funding Portion is provided, the Transaction Parties must
        ensure
        that the Agent receives, in a form and substance satisfactory to the
        Agent:

       

      
        	
                (a)

              	
                an
                  opinion from Davis Graham & Stubbs LLP in respect of the
                  enforceability of the Amendment and Restatement Agreement and the
                  due
                  execution of the Amendment and Restatement Agreement by AGI and
                  the
                  Borrower; 

              


      

       

      
        	
                (b)

              	
                an
                  opinion from Fogler, Rubinoff LLP in respect of the enforceability
                  of the
                  RMB GSA; and

              


      

       

      
        	
                (c)

              	
                an
                  opinion from Lackowicz Shier & Hoffman in respect of the due execution
                  of the Amendment and Restatement Agreement and the RMB GSA by
                  APG;

              


      

       

      
        
          
          

        

        
          page
            50

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                8  Undertakings

              


      

       

      
        	
                8.28

              	
                Subordination

              


      

       

      
        	(a)	
                Each
                  Transaction Party must ensure that:

              


      

       

      
        	 	
                (1)

              	
                all
                  the Inter-Company Claims and payment (from whatever source) of,
                  and the
                  rights and claims of each Transaction Party in respect of, all
                  the
                  Inter-Company Claims are subordinated and postponed and made subject
                  in
                  right of payment to all the Secured Moneys and payment (from whatever
                  source) of, and the rights and claims of the Finance Parties in
                  respect
                  of, all the Secured Moneys;

              


      

       

      
        	 	
                (2)

              	
                until
                  all the Secured Moneys have been paid in
                  full:

              


      

       

      
        	
              	·	
                the
                  Inter-Company Claims must not (without the prior written consent
                  of the
                  Agent) be paid or repaid; and

              


      

       

      
        	
              	·	
                no
                  Transaction Party may receive, and each Transaction Party must
                  not pay or
                  repay, any of the Inter-Company Claims to, or at the direction
                  of, another
                  Transaction Party or any person acting, or purporting to act, on
                  behalf of
                  a Transaction Party;

              


      

       

      
        	 	
                (3)

              	
                the
                  subordination effected by this clause applies at all times including
                  if
                  and while a Transaction Party is in
                  liquidation;

              


      

       

      
        	 	
                (4)

              	
                if,
                  on liquidation of a Transaction Party, there is a distribution
                  of a
                  Transaction Party's assets including payment in cash, property
                  or
                  securities, to creditors of that Transaction Party on liquidation,
                  all of
                  the Secured Moneys must be paid in full in cash before a payment
                  is made
                  for or on account of the Inter-Company Claims;
                  and

              


      

       

      
        	 	
                (5)

              	
                until
                  the Secured Moneys and all moneys due or owing under the Transaction
                  Documents have been paid in full, until the subordination under
                  this
                  clause has been terminated and until this agreement has been fully
                  discharged, no Transaction Party
                  may:

              


      

       

      
        	
              	·	
                make
                  a claim or exercise a right, power or remedy against another Transaction
                  Party under any agreement, document or
                  otherwise;

              


      

       

      
        	
              	·	
                accept,
                  or ensure the grant of, or permit any Encumbrance or Guarantee
                  from a
                  Transaction Party or any surety in favour of another Transaction
                  Party to
                  exist;

              


      

       

      
        	
              	·	
                exercise,
                  or attempt to exercise, any right of set-off against, nor realise
                  any
                  Encumbrance from, a Transaction Party or any surety;
                  or

              


      

       

      
        	
              	·	
                raise
                  any defence or counterclaim in reduction or discharge of any obligation
                  owed by a Transaction Party to another Transaction Party or any
                  surety.

              


      

       

      
        	
                (b)

              	
                Despite
                  clause 8.28(a), a Transaction Party (“First Transaction Party”) may
                  reimburse or indemnify another Transaction Party (“Second Transaction
                  Party”) for costs and expenses incurred by the Second Transaction Party
                  on
                  behalf of the First Transaction Party in the Ordinary Course of
                  Business
                  if at the time of the payment no Default has occurred and is
                  continuing.

              


      

       

      
        	
                8.29

              	
                Term
                  of undertakings

              


      

       

      Unless
        the Agent otherwise agrees in writing, until:

       

      
        	
                (a)

              	
                the
                  Commitment is cancelled; and

              


      

       

      
        	
                (b)

              	
                the
                  Secured Moneys are unconditionally repaid in full;
                  and

              


      

       

      each
        Transaction Party must, at its own cost, comply with its undertakings in
        this
        clause 8.


      
        
          
          

        

        
          page
            51

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                9
                  Cashflow Model 

              


      

       

      
        	
                9

              	
                Cashflow
                  Model

              


      

      
        
 

      
        	
                9.1

              	
                Calculations

              


      

       

      Any
        amount or figure to be calculated or estimated under or for the purposes
        of the
        definitions of “Loan Life Cover Ratio”, “Project Life Cover Ratio”, “Operating
        Costs” and “Revenue” is to be calculated by the Agent or, at the request of the
        Agent, by the Borrower on the basis of the latest Cashflow Model and accounts
        and other financial information provided under clause 8.6 or, if the Borrower
        or
        the Guarantor is at any relevant time in default in delivering accounts and
        other financial information under clause 8.6, as estimated by the Agent on
        the
        basis of the latest Cashflow Model and other accounts and information available
        to the Agent.

       

      
        	
                9.2

              	
                Calculations
                  in United States Dollars

              


      

       

      All
        calculations under this agreement will be made in United States Dollars.
        For the
        purpose of determining Operating Costs and Revenue for any period, any amount
        paid or received by the Borrower in a currency other than United States Dollars
        will:

       

      
        	
                (a)

              	
                to
                  the extent the amount paid or received has been converted from
                  or to
                  United States Dollars by the Borrower, be taken into account as
                  that
                  United States Dollar amount; and

              


      

       

      
        	
                (b)

              	
                to
                  the extent that no conversion has taken place, be taken into account
                  as
                  the amount of United States Dollars converted from that other currency
                  at
                  the spot rate for the purchase of United States Dollars with that
                  currency
                  quoted by the Agent at or about 8.00 am on the last day of the
                  period.

              


      

       

      
        	
                9.3

              	
                Maintenance

              


      

       

      The
        Cashflow Model will be maintained and updated regularly by the Borrower until
        the last occurring Final Repayment Date.

       

      
        	
                9.4

              	
                Update
                  of Cashflow Model

              


      

       

      In
        addition to the Quarterly updates of the Cashflow Model described in clause
        9.6
        the Agent may, and the Borrower will at the request of the Agent, update
        the
        Cashflow Model in the following circumstances:

       

      
        	
                (a)

              	
                at
                  any time to reflect any changes to the Project Plan agreed to by
                  the
                  Agent;

              


      

       

      
        	
                (b)

              	
                at
                  any other time to reflect any material changes in the technical
                  assumptions or economic assumptions for the Cashflow Model, determined
                  by
                  the Agent in its reasonable
                  discretion.

              


      

       

      
        	
                9.5

              	
                Factors
                  since commencement of
                  production

              


      

       

      Any
        updating of the Cashflow Model under clause 9.4 or 9.6 will take into
        account:

       

      
        	
                (a)

              	
                actual
                  Revenue and Operating Costs; and

              


      

       

      
        	
                (b)

              	
                actual
                  performance of the Project,

              


      

       

      during
        the term of the Facilities.

       

      
        	
                9.6

              	
                Delivery
                  of updated Cashflow Model

              


      

       

      
        	
                (a)

              	
                A
                  copy of any updated Cashflow Model must promptly be
                  delivered:

              


      

       

      
        	
                (b)

              	
                by
                  the Borrower to the Agent, along with the Quarterly compliance
                  certificate
                  described under clause 8.7(g) on each Quarterly Date;
                  and

              


      

       


      
        
          
          

        

        
          page
            52

          
            

          

        

        
          
          

        

      


      
        	
                

              	
                
                  10
                     Transaction Accounts

                

              


      

       

      
        	
                (c)

              	
                by
                  the Agent to the Borrower promptly following any update or revision
                  made
                  by the Agent.

              


      

       

      
        	
                9.7

              	
                Determination
                  is binding

              


      

       

      
        	
                (a)

              	
                The
                  technical assumptions, economic assumptions and other terms of
                  the
                  Cashflow Model under this clause 9 will be determined by the Agent
                  (acting
                  reasonably), and, absent manifest error, a determination by the
                  Agent
                  (acting reasonably) is final and binding on the Transaction
                  Parties.

              


      

       

      
        	
                (b)

              	
                If
                  so requested by the Borrower, the Agent must hold discussions with
                  the
                  Borrower in good faith regarding the terms of the Cashflow Model
                  and any
                  update or proposed update of the Cashflow Model, and the economic
                  assumptions and technical assumptions to be used in the Cashflow
                  Model.

              


      

       

      
        	
                10

              	
                Transaction
                  Accounts

              


      

      
        
 

      
        	
                10.1

              	
                Establishment
                  of Transaction Accounts

              


      

       

      The
        Borrower covenants and agrees with the Agent:

       

      
        	
                (a)

              	
                to
                  establish and maintain 2 United States Dollars denominated interest
                  bearing accounts located in the United States of America in a place
                  and
                  with a bank or financial institution reasonably acceptable to the
                  Agent,
                  those accounts to be called
                  respectively:

              


      

       

      
        	 	
                (1)

              	
                the
                  “Montana Tunnels Mine – Operating Account”;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  “Montana Tunnels Mine – Proceeds
                  Account”;

              


      

       

      
        	
                (b)

              	
                to
                  maintain the Transaction Accounts in the location and with the
                  bank or
                  financial institution at which that account was originally established
                  and
                  not change that account to another bank or financial institution
                  without
                  the Agent’s prior written consent;

              


      

       

      
        	
                (c)

              	
                to
                  cause all interest and other earnings on a Transaction Account
                  to be
                  credited to that Transaction Account;
                  and

              


      

       

      
        	
                (d)

              	
                to
                  deal with the amounts standing to the credit of a Transaction Account
                  in
                  accordance with this clause 10 and not
                  otherwise.

              


      

       

      
        	
                10.2

              	
                Project
                  Operating Account

              


      

       

      The
        Borrower must: 

       

      
        	
                (a)

              	
                deposit,
                  or cause to be deposited, into the Project Operating Account all
                  money
                  received in connection with the Project (including proceeds of
                  sales of
                  assets and insurance proceeds); and

              


      

       

      
        	
                (b)

              	
                operate
                  that account in accordance with Good Industry Practice and in accordance
                  with the MDOA.

              


      

       

      
        	
                10.3

              	
                Proceeds
                  Account 

              


      

       

      
        	
                (a)

              	
                The
                  Borrower must deposit, or cause to be deposited, into the Proceeds
                  Account:

              


      

       

      
        	 	
                (1)

              	
                all
                  of the Borrower’s entitlement under the MDOA to all amounts deposited into
                  the Project Operating Account in accordance with clause
                  10.2(a);
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  proceeds of all Funding Portions.

              


      

       

      
        	
                (b)

              	
                Subject
                  to clause 10.3(c), all amounts deposited into the Proceeds Account
                  must be
                  applied in the following order of
                  priority:

              


      

       

      
        
          
          

        

        
          page
            53

          
            

          

        

        
          
          

        

      

      

        
          	
                  

                	
                  11  Events
                    of Default

                


        

         

      

      
        	 	
                (1)

              	
                first,
                  to pay Operating Costs incurred in accordance with the Cashflow
                  Model, as
                  and when those amounts fall due for
                  payment;

              


      

       

      
        	 	
                (2)

              	
                next,
                  to pay any fees, Taxes or royalties payable to any Government Agency
                  in
                  respect of the Project, as and when those amounts fall due for
                  payment;

              


      

       

      
        	 	
                (3)

              	
                next,
                  to pay the amounts required to cover the corporate overheads of
                  the
                  Borrower, AGI and APG in accordance with the Cashflow Model, as
                  and when
                  those amounts fall due for payment;

              


      

       

      
        	 	
                (4)

              	
                next,
                  to pay the Project capital costs incurred in accordance with the
                  Cashflow
                  Model, as and when those amounts fall due for
                  payment;

              


      

       

      
        	 	
                (5)

              	
                next,
                  on each Interest Payment Date and on each Quarterly Date, to pay
                  interest
                  to be paid by the Borrower under this
                  agreement;

              


      

       

      
        	 	
                (6)

              	
                next,
                  on each Repayment Date, to pay the relevant Repayment Amount required
                  to
                  be paid by the Borrower under this
                  agreement;

              


      

       

      
        	 	
                (7)

              	
                next,
                  on each Repayment Date, to make any prepayment of a Facility required
                  under clause 8.25(b); 

              


      

       

      
        	 	
                (8)

              	
                next,
                  on each Repayment Date, to make any mandatory prepayment of a Facility
                  required under clause 3.6 or clause 3.7;
                  and

              


      

       

      
        	 	
                (9)

              	
                finally,
                  to pay for any discretionary expenditure, to make Distributions
                  or to
                  repay intercompany loans.

              


      

       

      
        	
                (c)

              	
                The
                  Borrower must not make any withdrawal
                  from the Proceeds Account for any purpose unless:

              


      

       

      
        	 	
                (1)

              	
                no
                  Default or Review Event has occurred and is continuing, or would
                  occur as
                  a result of making that withdrawal;
                  and

              


      

       

      
        	 	
                (2)

              	
                the
                  funds remaining in the Proceeds Account after that withdrawal,
                  are in
                  aggregate equal to or greater than
                  US$1,000,000.

              


      

      

        
          	
                  10.4

                	
                  Limit
                    on withdrawals

                


        

         

        
          	
                  (a)

                	
                  If
                    an Event of Default has occurred and while it is continuing,
                    withdrawals
                    from a Transaction Account may only be made with the prior written
                    approval of the Agent or a Receiver appointed by the
                    Agent.

                


        

         

        
          	
                  (b)

                	
                  If
                    a Potential Event of Default or Review Event has occurred and
                    while it is
                    continuing, withdrawals from a Transaction Account may be made
                    with the
                    prior written approval of the Agent (that approval not to be
                    unreasonably
                    withheld or delayed).

                


        

         

        
          	
                  11

                	
                  Events
                    of Default

                


        

        
          
 

        
          	
                  11.1

                	
                  Events
                    of Default

                


        

         

        It
          is an
          Event of Default, whether or not it is within the control of a Transaction
          Party, if:

         

        
          	
                  (a)

                	
                  failure
                    to pay:
                    a
                    Transaction Party fails to pay or repay any part of the Secured
                    Moneys
                    when due and payable by it;

                


        

         

        
          	
                  (b)

                	
                  non-remediable
                    failure:
                    a
                    Transaction Party fails to perform any undertaking or obligation
                    of it
                    under any Transaction Document (other than as described in paragraph
                    11.1(a)or a failure to perform clause 8.25(a)) and that failure
                    is not in
                    the opinion of the Agent
                    remediable;

                


        

         

        
          	
                  (c)

                	
                  remediable
                    failure:
                    the failure described in clause 11.1(b) is in the opinion of the
                    Agent remediable, and the Transaction Party does not remedy the
                    failure
                    within 15 Business
                    Days after the Transaction Party becomes aware of that failure
                    or receives
                    a notice from the Agent specifying the failure (whichever occurs
                    earliest);

                


        

         

        
          
            
            

          

          
            page
              54

            
              

            

          

          
            
            

          

        


        
          	
                  

                	
                  11  Events
                    of Default

                


        

         

        
          	
                  (d)

                	
                  Mineral
                    Rights:

                


        

         

        
          	 	
                  (1)

                	
                  a
                    Key Mineral Right is terminated or otherwise ceases to be in
                    full force
                    and effect; or

                


        

         

        
          	 	
                  (2)

                	
                  a
                    Key Mineral Right is abandoned, terminated or otherwise determined
                    in the
                    opinion of the Agent to be invalid or owned by a person other
                    than the
                    Borrower or EKT.

                


        

         

        The
          parties specifically agree that the imposition of a Federal Royalty will
          not be
          an Event of Default;

         

        
          	
                  (e)

                	
                  Ratios:
                    the Agent calculates, having regard to the most recent Cashflow
                    Model,
                    that as at any Calculation Date:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    LLCR is less than 1.2:1; or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    PLCR is less than 1.5:1;

                


        

         

        
          	
                  (f)

                	
                  Project
                    Documents:
                    any party to a Project Document (other than EKT in respect of
                    the MDOA)
                    fails to perform or observe, in any material respect, any of
                    its material
                    undertakings or obligations under a Project Document and that
                    party does
                    not remedy the failure within the grace period stated in the
                    Project
                    Document or, if no grace period is stated, within 15 Business
                    Days;

                


        

         

        
          	
                  (g)

                	
                  Authorisations:
                    the Borrower fails to maintain and comply in all material respects
                    with
                    all applicable Authorisations that relate to the development,
                    construction
                    and operation of the Project and such failure has had, or is
                    reasonably
                    likely to have, a Material Adverse
                    Effect;

                


        

         

        
          	
                  (h)

                	
                  abandonment:
                    all or any material part of the Project is abandoned or placed
                    on a “care
                    and maintenance” basis for more than 5 consecutive
                    days;

                


        

         

        
          	
                  (i)

                	
                  destruction
                    of Secured Property:
                    all or a material part of the Secured Property is destroyed,
                    lost or
                    damaged beyond repair or proves to be materially defective in
                    circumstances not covered fully by any insurance in favour of
                    a
                    Transaction Party;

                


        

         

        
          	
                  (j)

                	
                  expropriation:
                    all or a material part of the Secured Property is seized, nationalised,
                    compulsorily acquired or expropriated by, or by order of, a Government
                    Agency or under any law or a Government Agency orders the sale,
                    vesting or
                    divesting of all or a material part of the Secured Property,
                    or a
                    restraint, restriction, prohibition, intervention, law, decree
                    or other
                    order of a Government Agency or any other matter or thing occurs
                    which
                    wholly or partially prevents or
                    hinders:

                


        

         

        
          	 	
                  (1)

                	
                  the
                    performance by a Transaction Party of any of its obligations
                    under a
                    Document; or

                


        

         

        
          	 	
                  (2)

                	
                  the
                    construction, development or operation of the Project or the
                    Project
                    Assets;

                


        

         

        
          	
                  (k)

                	
                  misrepresentation:
                    any representation or warranty or statement made, or taken to
                    have been
                    made, of a Transaction Party under or in connection with a Transaction
                    Document is found to have been incorrect or misleading when made
                    or
                    repeated, or taken to have been made or repeated, unless rectified
                    within
                    20 Business Days of that representation or warranty or statement
                    having
                    been made or taken to have been
                    made;

                


        

         

        
          	
                  (l)

                	
                  acceleration
                    of payments:
                    a
                    Transaction Party does anything which constitutes an event, whatever
                    called, which causes or enables the acceleration of a payment
                    to be made
                    under a Document, or the enforcement or termination or recision
                    of a
                    Document;

                


        

         

        
          	
                  (m)

                	
                  cross
                    default:
                    any Financial Indebtedness of a Transaction Party in an amount
                    in excess
                    of US$500,000:

                


        

         

        
          	 	
                  (1)

                	
                  becomes
                    due and payable, or becomes capable of being declared due and
                    payable,
                    before the scheduled date for payment;
                    or

                


        

         

        
          	 	
                  (2)

                	
                  is
                    not paid when due (after taking into account any applicable grace
                    period);
                    

                


        

         

        
          
            
            

          

          
            page
              55

            
              

            

          

          
            
            

          

        

      

    

    

      
        	
                

              	
                11
                  Events of Default

              


      

    

    


    
      	
              (n)

            	
              Encumbrance:
                any Encumbrance is enforced, or becomes capable of being enforced,
                against
                a material asset of a Transaction
                Party;

            


    

     

    
      	
              (o)

            	
              judgment:
                a
                judgment in an amount exceeding US$500,000 is obtained against a
                Transaction Party and that judgement has not been paid and satisfied,
                vacated, discharged, stayed or bonded pending appeal within 15 Business
                Days from the entry of that
                judgment;

            


    

     

    
      	
              (p)

            	
              execution:
                a
                distress, attachment, execution or other process of a Government
                Agency is
                issued against, levied or entered upon an asset of a Transaction
                Party in
                an amount exceeding US$500,000 and is not set aside or satisfied
                within
                15 Business Days;

            


    

     

    
      	
              (q)

            	
              winding
                up:
                any of the following occur:

            


    

     

    
      	 	
              (1)

            	
              an
                application is made;

            


    

     

    
      	 	
              (2)

            	
              an
                order is made; or

            


    

     

    
      	 	
              (3)

            	
              a
                resolution is passed or any steps are taken to pass a
                resolution,

            


    

     

    for
      the
      winding up of any Transaction Party;

     

    
      	
              (r)

            	
              administration,
                liquidation, receivership etc:
                any of the following occur:

            


    

     

    
      	 	
              (1)

            	
              an
                administrator, liquidator, provisional liquidator, receiver, receiver
                and
                manager, official manager, trustee, controller or similar official
                is
                appointed, or any steps are taken to that appointment;
                or

            


    

     

    
      	 	
              (2)

            	
              a
                resolution to appoint an administrator, liquidator, provisional
                liquidator, receiver, receiver and manager, official manager, trustee,
                controller or similar official is passed, or any steps are taken
                to pass a
                resolution to that appointment,

            


    

     

    to
      a
      Transaction Party or over the assets of a Transaction Party;

     

    
      	
              (s)

            	
              deregistration:
                a
                Transaction Party is deregistered, or any steps are taken to deregister
                a
                Transaction Party under any applicable
                law;

            


    

     

    
      	
              (t)

            	
              suspends
                payment:
                a
                Transaction Party suspends payment of its debts
                generally;

            


    

     

    
      	
              (u)

            	
              insolvency:
                a
                Transaction Party: 

            


    

     

    
      	 	
              (1)

            	
              is
                unable to pay its debts when they are
                due;

            


    

     

    
      	 	
              (2)

            	
              states
                that it is insolvent or unable to pay its debts when they are due;
                or

            


    

     

    
      	 	
              (3)

            	
              is
                presumed to be insolvent or becomes insolvent under administration
                as
                defined or recognised under any applicable law, or action is taken
                which
                could result in those events;

            


    

     

    
      	
              (v)

            	
              arrangements:
                a
                Transaction Party enters into or resolves to enter into any arrangement,
                composition or compromise with, or assignment for the benefit of,
                any of
                its creditors;

            


    

     

    
      	
              (w)

            	
              reorganisation: a
                Transaction Party implements a merger, demerger or scheme of arrangement
                with any person where the Transaction Party would not be the surviving
                party;

            


    

     

    
      	
              (x)

            	
              amendment
                of constituent documents:
                the memorandum and articles of association, constitution or other
                constating documents (including a by-law) of a Transaction Party
                are
                amended in a manner that has, or is reasonably likely to have, a
                Material
                Adverse Effect;

            


    

     

    
      	
              (y)

            	
              ceasing
                business:
                a
                Transaction Party ceases to carry on
                business;

            


    

     

    
      	
              (z)

            	
              de-listing
                on Exchange:
                except with the prior written consent of the Agent, APG ceases to
                have its
                ordinary shares listed for trading on an
                Exchange;

            


    

     

    
      	
              (aa)

            	
              unenforceability:

            


    

     

    
      	 	
              (1)

            	
              a material provision
                of a Document is illegal, void, voidable or
                unenforceable;

            


    

    


    
      
        
          
          

        

        
          page
            56


          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  11
                    Events of Default

                


        

      

    

     

    
      	 	
              (2)

            	
              any
                person becomes entitled to terminate, rescind or avoid any material
                provision of any Document;
                or

            


    

     

    
      	 	
              (3)

            	
              the
                execution, delivery or performance of a Document by a Transaction
                Party
                breaches or results in a contravention of any
                law;

            


    

     

    
      	
              (bb)

            	
              Material
                Adverse Effect:
                any event occurs which has or is reasonably likely to have a Material
                Adverse Effect; or

            


    

     

    
      	
              (cc)

            	
              jurisdictional
                equivalent: anything
                analogous or having a substantially similar effect to any of the
                events
                specified in clauses 11.1(q), 11.1(r), 11.1(s), 11.1(t), 11.1(u),
                11.1(v)
                or 11.1(w) happens under the law of any applicable
                jurisdiction.

            


    

     

    
      	
              11.2

            	
              Effect
                of Event of Default

            


    

     

    
      	
              (a)

            	
              If
                an Event of Default occurs the Agent may, at any time after its occurrence
                by notice to the Borrower declare
                that:

            


    

     

    
      	 	
              (1)

            	
              the
                Secured Moneys are immediately due and payable;
                or

            


    

     

    
      	 	
              (2)

            	
              the
                Commitment is cancelled,

            


    

     

    or
      make
      each of the declarations under clauses 11.2(a)(1) and
      11.2(a)(2).

     

    
      	
              (b)

            	
              The
                Borrower must immediately repay the Secured Moneys on receipt of
                a notice
                under clause 11.2(a)(1).

            


    

     

    
      	
              11.3

            	
              Transaction
                Parties to continue to
                perform

            


    

     

    
      	
              (a)

            	
              If
                the Agent makes a declaration under clause 11.2 or a gives a notice
                under clause 11.5(d):

            


    

     

    
      	 	
              (1)

            	
              the
                declaration or notice does not affect the obligations of a Transaction
                Party under the Transaction Documents;
                and

            


    

     

    
      	 	
              (2)

            	
              each
                Transaction Party must continue to perform its obligations under
                the
                Transaction Documents as if the declaration had not been made or
                the
                notice had not been given, subject to any directions given by a Finance
                Party under any Transaction
                Document.

            


    

     

    
      	
              (b)

            	
              Clause 11.3(a)
                does not affect the Borrower’s obligations under
                clause 11.2.

            


    

     

    
      	
              11.4

            	
              Enforcement

            


    

     

    
      	
              (a)

            	
              The
                Transaction Documents may be enforced without notice to a Transaction
                Party or any other person even if: 

            


    

     

    
      	 	
              (1)

            	
              a
                Finance Party accepts any part of the Secured Moneys after an Event
                of
                Default; or 

            


    

     

    
      	 	
              (2)

            	
              there
                has been any other Event of
                Default.

            


    

     

    
      	
              (b)

            	
              No
                Finance Party is liable to any Transaction Party for any Loss a
                Transaction Party may suffer, incur or be liable for arising out
                of or in
                connection with a Finance Party exercising any Power, except with
                respect
                to the gross negligence or wilful misconduct of a Finance Party to
                the
                extent specifically set out in a Transaction
                Document.

            


    

     

    
      	
              11.5

            	
              Review
                event

            


    

     

    
      	
              (a)

            	
              It
                is a review event if
                there is a change in Control or a material change in the composition
                of
                the board or Key Personnel of a Transaction
                Party.

            


    

     

    
      	
              (b)

            	
              Each
                Transaction Party must notify the Agent as soon as it becomes aware
                of the
                occurrence of a Review Event.

            


    

    


    
      
        
          
          

        

        
          page
            57

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  12
                    Increased
                    costs and
                    illegality

                


        

      



    
      	
              (c)

            	
              The
                Financier has the right to review each Facility for a period of 30
                days
                from the date on which the Agent receives a notice under clause 11.5(b)
                or
                becomes aware of the occurrence of a Review
                Event.

            


    

     

    
      	
              (d)

            	
              If
                the Financier decides that it does not wish to continue to provide
                the
                Facilities following the occurrence of a Review Event, it must give
                written notice to that effect to the Borrower within the 30 day review
                period referred to in clause 11.5(c). The notice must state a date
                (not
                earlier than 90 days from the date of the service of the notice)
                by which
                the Secured Moneys must be paid in full, and the Borrower must pay
                the
                Secured Moneys to the Agent in full on the date nominated in the
                notice.

            


    

     

    
      	
              12

            	
              Increased
                costs and
                illegality 

            


    

    
      

    

     

    
      	
              12.1

            	
              Increased
                costs

            


    

     

    
      	
              (a)

            	
              If
                the Financier determines that any Change in Law affecting it or any
                of its
                Holding Companies directly or
                indirectly:

            


    

     

    
      	 	
              (1)

            	
              increases
                the effective cost to the Financier of performing its obligations
                under
                the Transaction Documents or funding or maintaining the Commitment
                or the
                Principal Outstanding;

            


    

     

    
      	 	
              (2)

            	
              reduces
                any amount received or receivable by the Financier under the Transaction
                Documents; or

            


    

     

    
      	 	
              (3)

            	
              in
                any other way reduces the effective return to the Financier or any
                Affiliate under the Transaction Documents or the overall return on
                capital
                of the Financier or any Affiliate,

            


    

     

    (each
      an
Increased
      Cost),
      the
      Borrower must pay to the Financier on demand compensation for the Increased
      Cost
to
      the
      extent attributed by the Financier or Affiliate (using the methods it considers
      appropriate) to the Financier’s obligations under the Transaction Documents or
      the funding or maintenance of the Commitment or the Principal
      Outstanding.

     

    
      	
              (b)

            	
              A
                claim under clause 12.1(a)
                in
                the absence of manifest error, is sufficient evidence of the amount
                to
                which the Finance Party is entitled under clause 12.1(a) unless the
                contrary is proved.

            


    

     

    
      	
              (c)

            	
              If
                the Borrower receives a demand from the Financier under
                clause 12.1(a), the Borrower may, by written notice to the Agent on
                or before the date which is 20 Business Days after the date of that
                demand, cancel the Commitment and prepay the Secured Moneys in
                full. 

            


    

     

    
      	
              (d)

            	
              A
                notice under clause 12.1(c) is irrevocable and the Borrower must, on
                the date which is 40 Business Days after the date that the notice is
                given, pay to the Agent on account of the Financier the Secured Moneys
                in
                full.

            


    

     

    
      	
              12.2

            	
              Illegality

            


    

     

    
      	
              (a)

            	
              Subject
                to clause 12.2(c), if any Change in Law or other event makes it illegal
                for the Financier to perform its obligations under the Transaction
                Documents or fund or maintain the Commitment, the Financier may by
                notice
                to the Borrower:

            


    

     

    
      	 	
              (1)

            	
              suspend
                its obligations under the Transaction Documents for the duration
                of the
                illegality; or

            


    

     

    
      	 	
              (2)

            	
              by
                notice to the Borrower, cancel the Commitment and require the Borrower
                to
                repay the Secured Moneys in full on the date which is 40 Business
                Days after the date on which the Financier gives the notice or any
                earlier
                date required by, or to comply with, the applicable
                law.

            


    

    


    
      
        
          
          

        

        
          page
            58

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  13
                    Indemnities and Break
                    Costs

                

              




    

    
      	
              (b)

            	
              A
                notice under clause 12.2(a)(2) is irrevocable and the Borrower must,
                on the repayment date determined under clause 12.2(a)(2), pay to the
                Agent on account of the Financier the Secured Moneys in
                full.

            


    

     

    
      	
              (c)

            	
              If
                any Change in Law or other event that makes it illegal for the Financier
                to perform its obligation under a Financier Hedging Agreement is
                a
                Termination Event under that Financier Hedging Agreement, then the
                provisions of the relevant Financier Hedging Agreement will apply
                with
                respect to that Termination Event, and this clause 12.2 will not
                apply.

            


    

     

    
      	
              12.3

            	
              Reduction
                of Commitment

            


    

     

    The
      Commitment is reduced by any amount of Secured Moneys paid under this clause
      12
      and accordingly an amount paid under this clause 12 may not be redrawn.


     

    
      	
              13

            	
              Indemnities
                and Break Costs

            


      
        

      

    

     

    
      	
              13.1

            	
              General
                indemnity

            


    

     

    
      	
              (a)

            	
              Each
                Transaction Party indemnifies each Finance Party against any Loss
                which
                that Finance Party, a Receiver (whether acting as agent of the Borrower
                or
                of a Finance Party) or an Attorney pays, suffers, incurs or is liable
                for,
                in respect of any of the following:

            


    

     

    
      	 	
              (1)

            	
              a
                Funding Portion required by a Funding Notice not being made for any
                reason
                including any failure by a Transaction Party to fulfil any condition
                precedent contained in clause 2, but excluding any default by that
                Finance Party;

            


    

     

    
      	 	
              (2)

            	
              the
                occurrence of any Default;

            


    

     

    
      	 	
              (3)

            	
              a
                Finance Party exercising its Powers consequent upon or arising out
                of the
                occurrence of any Default; 

            


    

     

    
      	 	
              (4)

            	
              the
                non-exercise, attempted exercise, exercise or delay in the exercise
                of any
                Power;

            


    

     

    
      	 	
              (5)

            	
              any
                act or omission of a Security Provider or any of its employees or
                agents;

            


    

     

    
      	 	
              (6)

            	
              the
                occupation, use or ownership of any Secured Property by a Security
                Provider or any of its employees or
                agents;

            


    

     

    
      	 	
              (7)

            	
              any
                workers’ compensation claim by any employee of a Security
                Provider;

            


    

     

    
      	 	
              (8)

            	
              any
                insurance policy in respect of any Secured
                Property;

            


    

     

    
      	 	
              (9)

            	
              any
                compulsory acquisition or statutory or judicial divestiture of any
                Secured
                Property; 

            


    

     

    
      	 	
              (10)

            	
              any
                other thing in respect of a Security or any Secured Property;
                and

            


    

     

    
      	 	
              (11)

            	
              any
                payment made by the Financier to the Agent to indemnify the Agent
                for a
                Loss the Agent pays, suffers, incurs or is liable for in acting as
                Agent.

            


    

     

    
      	
              (b)

            	
              The
                indemnity in clause 13.1(a), includes:


            


    

     

    
      	 	
              (1)

            	
              the
                amount determined by a Finance Party as being incurred by reason
                of the
                liquidation or re-employment of deposits or other funds acquired
                or
                contracted for by the Finance Party to fund or maintain the Commitment;
                and

            


    

     

    
      	 	
              (2)

            	
              loss
                of margin,

            


    

     

    but
      does
      not include any Loss arising out of or due to the gross negligence or wilful
      misconduct of a Finance Party.

    


    
      
        
          
          

        

        
          page
            59

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  13
                    Indemnities and Break
                    Costs

                

              




    

    
      	
              13.2

            	
              Break
                Costs

            


    

     

    The
      Borrower must, within 3 Business Days of demand by the Agent, pay to the
      Agent for the account of each Finance Party its Break Costs attributable to
      all
      or any part of a Funding Portion being prepaid or repaid by the Borrower on
      a
      day other than the last day of the Interest Period for that Funding
      Portion.

     

    
      	
              13.3

            	
              Foreign
                currency indemnity

            


    

     

    If,
      at
      any time:

     

    
      	
              (a)

            	
              a
                Finance Party, a Receiver or an Attorney receives or recovers any
                amount
                payable by a Transaction Party
                including:

            


    

     

    
      	 	
              (1)

            	
              under
                any judgment or order of any Government
                Agency;

            


    

     

    
      	 	
              (2)

            	
              for
                any breach of any Transaction
                Document;

            


    

     

    
      	 	
              (3)

            	
              on
                the liquidation or bankruptcy of the Transaction Party or any proof
                or
                claim in that liquidation or bankruptcy;
                or

            


    

     

    
      	 	
              (4)

            	
              any
                other thing into which the obligations of the Transaction Party may
                have
                become merged; and

            


    

     

    
      	
              (b)

            	
              the
                Payment Currency is not the Relevant
                Currency,

            


    

     

    the
      Borrower indemnifies each Finance Party, Receiver or Attorney against any
      shortfall between the amount payable in the Relevant Currency and the amount
      actually or notionally received or recovered by each Finance Party, Receiver
      or
      Attorney after the Payment Currency is converted or translated into the Relevant
      Currency under clause 13.4.

     

    
      	
              13.4

            	
              Conversion
                of currencies

            


    

     

    In
      making
      any currency conversion under clause 13.3, a Finance Party, Receiver or
      Attorney may itself or through its bankers purchase one currency with another,
      whether or not through an intermediate currency, whether spot or forward, in
      the
      manner and amounts and at the times it thinks fit.

     

    
      	
              13.5

            	
              Continuing
                indemnities and evidence of
                Loss

            


    

     

    
      	
              (a)

            	
              Each
                indemnity of a Transaction Party in a Transaction Document is a continuing
                obligation of the Transaction Party,
                despite:

            


    

     

    
      	 	
              (1)

            	
              any
                settlement of account; or

            


    

     

    
      	 	
              (2)

            	
              the
                occurrence of any other thing,

            


    

     

    and
      remains in full force and effect until:

     

    
      	 	
              (3)

            	
              the
                Secured Moneys are fully and finally repaid;
                and

            


    

     

    
      	 	
              (4)

            	
              each
                Security has been finally
                discharged.

            


    

     

    
      	
              (b)

            	
              Each
                indemnity of a Transaction Party in a Transaction Document is an
                additional, separate and independent obligation of a Transaction
                Party and
                no one indemnity limits the general nature of any other
                indemnity.

            


    

     

    
      	
              (c)

            	
              Each
                indemnity of a Transaction Party in a Transaction Document survives
                the
                termination of any Transaction
                Document.

            


    

     

    
      	
              (d)

            	
              A
                certificate given by an Officer of a Finance Party detailing the
                amount of
                any Loss covered by any indemnity in a Transaction Document is sufficient
                evidence unless the contrary is
                proved.

            


    

    


    
      
        
          
          

        

        
          page
            60

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    14
                      Fees, Tax, costs and
                      expenses

                  

                

              




    

    
      	
              14

            	
              Fees,
                Tax, costs and expenses

            


      
        

      

    

     

    
      	
              14.1

            	
              Arrangement
                fee

            


    

     

    
      	
              (a)

            	
              The
                Borrower must, on or before the date that the first Loan Facility
                Funding
                Portion is provided under clause 5.1, pay to the Agent a non-refundable
                and non-rebateable arrangement fee equal to 1.5% of the Loan Facility
                Commitment, being US$120,000.

            


    

     

    
      	
              (b)

            	
              The
                Borrower must, on or before the date the Extension Facility Funding
                Portion is provided under clause 5.1
                pay to the Agent a non-refundable and non-rebateable arrangement
                fee of
                US$100,000.

            


    

     

    
      	
              (c)

            	
              The
                Borrower must, within 20 Business Days from the date the Extension
                Facility Funding Portion is provided under clause 5.1, issue to the
                Lender
                650,000 common shares in AGI listed on the Exchanges (Shares).
                The Shares must be issued with no restrictions, other than in the
                case of
                the Shares listed on the Toronto Stock Exchange, the restrictions
                under
                the applicable Securities Law and policies of the Exchange under
                which the
                Shares may not be sold or otherwise disposed of for a period of 120
                days
                from the date of issuance of the Shares to the Lender in the absence
                of
                either a prospectus or an exemption from the prospectus requirements
                under
                the applicable Securities Law.

            


    

     

    
      	
              (d)

            	
              If
                the Borrower does not issue the shares described in clause 14.1(c)
                within
                20 Business Days from the date the Extension Facility Funding Portion
                is
                provided under clause 5.1, then the Borrower must promptly pay to
                the
                Agent a non-refundable and non-rebateable fee of
                US$425,000.

            


    

     

    
      	
              14.2

            	
              Commitment
                fee

            


    

     

    The
      Borrower must pay the Financier a
      non-refundable commitment fee equal to 0.75% per annum calculated on a daily
      basis on the average monthly balance of the total Undrawn Commitment on the
      basis of a 360 day year and for the actual number of days elapsed. The
      commitment fee is to commence on the date the conditions precedent in clause
      2.1
      are satisfied and is to be paid in arrears on each subsequent Quarterly Date
      and
      on the last
      day
      of the Availability Period.

     

    
      	
              14.3

            	
              Tax

            


    

     

    
      	
              (a)

            	
              The
                Borrower must pay any Tax, other than an Excluded Tax in respect
                of any
                Finance Party, which is payable in respect of a Transaction Document
                (including in respect of the execution, delivery, performance, release,
                discharge, amendment or enforcement of a Transaction
                Document).

            


    

     

    
      	
              (b)

            	
              The
                Borrower must pay any fine, penalty or other cost in respect of a
                failure
                to pay any Tax described in clause 14.3(a) except to the extent that
                the fine, penalty or other cost is caused by the Agent’s failure to lodge
                money received from the Borrower within 5 Business Days before the
                due date for lodgement.

            


    

     

    
      	
              (c)

            	
              The
                Borrower indemnifies each Finance Party against any amount payable
                under
                clause 14.3(a) or 14.3(b).

            


    

     

    
      	
              14.4

            	
              Costs
                and expenses

            


    

     

    The
      Borrower must pay all costs and expenses of each Finance Party in relation
      to:

     

    
      	
              (a)

            	
              the
                negotiation, preparation, execution, delivery, stamping, registration,
                completion, variation and discharge of any Transaction
                Document;

            


    

     

    
      	
              (b)

            	
              the
                enforcement, protection or waiver of any rights under any Transaction
                Document;

            


    

     

    
      	
              (c)

            	
              the
                consent or approval of a Finance Party given under any Transaction
                Document; 

            


    

    


    
      
        
          
          

        

        
          page
            61

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      15
                        Interest on overdue
                        amounts

                    

                  

                

              


      

       

    

    
      	
              (d)

            	
              any
                enquiry by a Government Agency involving the Borrower;
                and

            


    

     

    
      	
              (e)

            	
              1
                site visit for 2 representatives of the Finance Parties to the Project
                on
                the occurrence of:

            


    

     

    
      	 	
              (1)

            	
              a
                material change in the Project
                Plan;

            


    

     

    
      	 	
              (2)

            	
              a
                potential Default, occurrence and continuance of a Default or an
                Event of
                Default (as that expression is defined in any Transaction Document);
                or

            


    

     

    
      	 	
              (3)

            	
              a
                Termination Event,

            


    

     

    including:
      

     

    
      	
              (f)

            	
              any
                administration costs of each Finance Party in relation to the matters
                described in clause 14.4(c) or 14.4(d); and
                

            


    

     

    
      	
              (g)

            	
              any
                reasonable legal costs and expenses and any professional consultant’s
                fees
                on a full indemnity basis.

            


    

     

    
      	
              15

            	
              Interest
                on overdue amounts

            


      
        

      

    

     

    
      	
              15.1

            	
              Payment
                of interest

            


    

     

    Each
      Transaction Party must pay interest on:

     

    
      	
              (a)

            	
              any
                of the Secured Moneys due and payable by it, but unpaid;
                and

            


    

     

    
      	
              (b)

            	
              any
                interest payable but unpaid under this
                clause 15.

            


    

     

    
      	
              15.2

            	
              Accrual
                of interest

            


    

     

    The
      interest payable under this clause 15:

     

    
      	
              (a)

            	
              accrues
                from day to day from and including the due date for payment up to
                the
                actual date of payment, before and, as an additional and independent
                obligation, after any judgment or other thing into which the liability
                to
                pay the Secured Moneys becomes merged;
                and

            


    

     

    
      	
              (b)

            	
              may
                be capitalised at monthly
                intervals.

            


    

     

    
      	
              15.3

            	
              Rate
                of interest

            


    

     

    The
      rate
      of interest payable under this clause 15 on any part of the Secured Moneys
      is the higher of:

     

    
      	
              (a)

            	
              the
                Overdue Rate determined by the
                Agent:

            


    

     

    
      	 	
              (1)

            	
              on
                the date that part of the Secured Moneys becomes due and payable
                but is
                unpaid; and

            


    

     

    
      	 	
              (2)

            	
              on
                each date which is 1 month after the immediately preceding date on
                which the Overdue Rate was determined under this clause 15.3(a);
                and

            


    

     

    
      	
              (b)

            	
              the
                rate fixed or payable under a judgment or other thing referred to
                in
                clause 15.2(a).

            


    

    


    
      
        
          
          

        

        
          page
            62

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        16
                          Assignment

                      

                    

                  

                

              




    

    
      	
              16

            	
              Assignment

            


      
        

      

    

     

    
      	
              16.1

            	
              Assignment
                by Transaction Party

            


    

     

    A
      Transaction Party must not assign or novate any of its rights or obligations
      under a Transaction Document without the prior written consent of the
      Agent.

     

    
      	
              16.2

            	
              Borrower
                obligation in registered
                form

            


    

     

    The
      obligation of the Borrower to pay principal and interest under this agreement
      is
      taken to be in registered form for the purposes of the United States Internal
      Revenue Code, Sections 871(h)(6), 881(c)(6), 163(f) and the regulations issued
      thereunder, including Temp. Treas. Reg. Section 5f.163-1(a) and Temp. Treas.
      Reg. Section 5f.103-1. Accordingly the Borrower must maintain a book entry
      system to record the owner of the right to principal and interest and must
      issue
      to the Financier a Promissory Note evidencing a Funding Portion and making
      specific reference to the comply with the registration requirements in order
      to
      effect a transfer of the rights under the obligation, and clause 16.3 will
      apply
      to any assignment by the Financier of its rights under a Transaction Document
      with respect to the obligation of the Borrower to pay principal and
      interest.

     

    
      	
              16.3

            	
              Assignment
                by Finance
                Party

            


    

     

    
      	
              (a)

            	
              A
                Finance Party may assign or novate any of its rights and obligations
                under
                a Transaction Document to any person
                if:

            


    

     

    
      	 	
              (1)

            	
              any
                necessary prior Authorisation is
                obtained;

            


    

     

    
      	 	
              (2)

            	
              the
                assignment or novation is to a person in the RMB group of companies
                (which
                term includes any person, partnership or corporate entity in that
                group)
                or, after consultation with the Borrower, to a reputable bank or
                financial
                institution or to a combination of reputable banks and financial
                institutions; and

            


    

     

    
      	 	
              (3)

            	
              it
                notifies the Agent and the
                Borrower.

            


    

     

    
      	
              (b)

            	
              In
                the event that the Financier elects to assign any of its rights under
                clause 16.3(a), the Financier must surrender to the Borrower each
                Promissory Note then on issue, and the Borrower must reissue those
                Promissory Notes to the assignee. An assignment by the Financier
                will be
                taken to be effective when the Promissory Notes are reissued by the
                Borrower.

            


    

     

    
      	
              16.4

            	
              Assist

            


    

     

    Each
      party must do any thing which the Agent reasonably requests including, executing
      any documents or amending any Transaction Document, to effect any transfer,
      assignment or novation under this clause 16.

     

    
      	
              16.5

            	
              Participation
                not permitted

            


    

     

    A
      Finance
      Party may not grant a participation interest (being a right to share in the
      financial benefits of this agreement, without any rights against a Transaction
      Party) in any of that Finance Party’s rights and benefits under this agreement
      to any other person.

     

    
      	
              16.6

            	
              Lending
                Office

            


    

     

    
      	
              (a)

            	
              A
                Finance Party may change its Lending Office at any
                time.

            


    

     

    
      	
              (b)

            	
              A
                Financier must promptly notify the Agent and the Borrower of the
                change.

            


    

    


    
      
        
          
          

        

        
          page
            63

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          17
                            Saving
                            provisions

                        

                      

                    

                  

                

              




    

    
      	
              16.7

            	
              No
                increase in costs

            


    

     

    If
      a
      Finance Party assigns or novates any of its rights or obligations under any
      Transaction Document or changes its Lending Office, no Transaction Party is
      required to pay any net increase in the aggregate amount of costs,
      Taxes,
      fees or charges which is a direct consequence of the transfer or assignment
      or
      change of Lending Office.

     

    
      	
              17

            	
              Saving
                provisions

            


      
        

      

    

     

    
      	
              17.1

            	
              No
                merger of security

            


    

     

    
      	
              (a)

            	
              Nothing
                in this agreement merges, extinguishes, postpones, lessens or otherwise
                prejudicially affects:

            


    

     

    
      	 	
              (1)

            	
              any
                Encumbrance or indemnity in favour of any Finance Party;
                or

            


    

     

    
      	 	
              (2)

            	
              any
                Power.

            


    

     

    
      	
              (b)

            	
              No
                other Encumbrance or Transaction Document which a Finance Party has
                the
                benefit of in any way prejudicially affects any
                Power.

            


    

     

    
      	
              17.2

            	
              Exclusion
                of moratorium

            


    

     

    To
      the
      extent not excluded by law, a provision of any legislation which directly or
      indirectly:

     

    
      	
              (a)

            	
              lessens,
                varies or affects in favour of a Transaction Party any obligations
                under a
                Transaction Document; or

            


    

     

    
      	
              (b)

            	
              stays,
                postpones or otherwise prevents or prejudicially affects the exercise
                by
                any Finance Party of any Power,

            


    

     

    is
      negatived and excluded from each Transaction Document and all relief and
      protection conferred on a Transaction Party by or under that legislation is
      also
      negatived and excluded.

     

    
      	
              17.3

            	
              Conflict

            


    

     

    Where
      any
      right, power, authority, discretion or remedy conferred on a Finance Party,
      a
      Receiver or an Attorney by any Transaction Document is inconsistent with the
      powers conferred by applicable law then, to the extent not prohibited by that
      law, those conferred by applicable law are regarded as negatived or varied
      to
      the extent of the inconsistency.

     

    
      	
              17.4

            	
              Consents

            


    

     

    
      	
              (a)

            	
              Whenever
                the doing of any thing by a Transaction Party is dependent on the
                consent
                of a Finance Party, the Finance Party may withhold its consent or
                give it
                conditionally or unconditionally in its absolute discretion, unless
                expressly stated otherwise in a Transaction
                Document.

            


    

     

    
      	
              (b)

            	
              Any
                conditions imposed on a Transaction Party by a Finance Party under
                clause 17.4(a) must be complied with by the Transaction
                Party.

            


    

     

    
      	
              17.5

            	
              Principal
                obligations

            


    

     

    This
      agreement and each Collateral Security is:

     

    
      	
              (a)

            	
              a
                principal obligation and is not ancillary or collateral to any other
                Encumbrance (other than another Collateral Security) or other obligation;
                and

            


    

    


    
      
        
          
          

        

        
          page
            64

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          17
                            Saving
                            provisions

                        

                      

                    

                  

                

              




    

    
      	
              (b)

            	
              independent
                of, and unaffected by, any other Encumbrance or other obligation
                which any
                Finance Party may hold at any time in respect of the Secured
                Moneys.

            


    

     

    
      	
              17.6

            	
              Non-avoidance

            


    

     

    If
      any
      payment by a Transaction Party to a Finance Party is avoided for any reason
      including any legal limitation, disability or incapacity of or affecting the
      Transaction Party or any other thing, and whether or not:

     

    
      	
              (a)

            	
              any
                transaction relating to the Secured Moneys was illegal, void or
                substantially avoided; or

            


    

     

    
      	
              (b)

            	
              any
                thing was or ought to have been within the knowledge of any Finance
                Party,

            


    

     

    the
      Transaction Party:

     

    
      	
              (c)

            	
              as
                an additional, separate and independent obligation, indemnifies each
                Finance Party against that avoided payment;
                and

            


    

     

    
      	
              (d)

            	
              acknowledges
                that any liability of the Transaction Party under the Transaction
                Documents and any right or remedy of the Finance Parties under the
                Transaction Documents is the same as if that payment had not been
                made.

            


    

     

    
      	
              17.7

            	
              Set-off
                authorised

            


    

     

    If
      a
      Transaction Party does not pay any amount when due and payable by it to any
      Finance Party under a Transaction Document, the Finance Party may:

     

    
      	
              (a)

            	
              apply
                any credit balance in any currency in any account of the Transaction
                Party
                with the Finance Party in or towards satisfaction of that
                amount;
                and

            


    

     

    
      	
              (b)

            	
              effect
                any currency conversion which may be required to make an application
                under
                clause 17.7(a).

            


    

     

    
      	
              17.8

            	
              Agent’s
                certificates and approvals

            


    

     

    
      	
              (a)

            	
              A
                certificate signed by any Officer of the Agent in relation to any
                amount,
                calculation or payment under any Transaction Document is sufficient
                evidence of that amount, calculation or payment unless the contrary
                is
                proved.

            


    

     

    
      	
              (b)

            	
              Where
                any provision of a Transaction Document requires the Agent’s approval,
                that approval will not be effective unless and until it is provided
                in
                writing.

            


    

     

    
      	
              17.9

            	
              No
                reliance or other obligations and risk
                assumption

            


    

     

    Each
      Transaction Party acknowledges and confirms that:

     

    
      	
              (a)

            	
              it
                has not entered into any Transaction Document in reliance on any
                representation, warranty, promise or statement made by or on behalf
                of any
                Finance Party;

            


    

     

    
      	
              (b)

            	
              in
                respect of the transactions evidenced by the Transaction Documents,
                no
                Finance Party has any obligations other than those expressly set
                out in
                the Transaction Documents; and

            


    

     

    
      	
              (c)

            	
              in
                respect of interest rates, exchange rates or commodity prices, no
                Finance
                Party is liable for any movement in interest rates, exchange rates
                or
                commodity prices or any information, advice or opinion provided by
                any
                Finance Party or any person on behalf of any Finance Party, even
                if:

            


    

     

    
      	 	
              (1)

            	
              provided
                at the request of a Transaction Party (it being acknowledged by each
                Transaction Party that those matters are inherently
                speculative);

            


    

     

    
      	 	
              (2)

            	
              relied
                on by a Transaction Party; or

            


    

     

    
      	 	
              (3)

            	
              provided
                incorrectly or negligently.

            


    

    


    
      
        
          
          

        

        
          page
            65

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          
                            18
                              General

                          

                        

                      

                    

                  

                

              




    

    
      	
              17.10

            	
              Power
                of attorney

            


    

     

    
      	
              (a)

            	
              For
                consideration received, each Transaction Party irrevocably appoints
                the
                Agent and each Officer of the Agent, effective upon the occurrence
                and
                during the continuance of an Event of Default, as the attorney of
                the
                Transaction Party to:

            


    

     

    
      	 	
              (1)

            	
              execute
                and deliver all documents; and

            


    

     

    
      	 	
              (2)

            	
              do
                all things,

            


    

     

    which
      are
      necessary or desirable to give effect to each Transaction Document.

     

    
      	
              (b)

            	
              An
                attorney appointed under clause 17.10(a) may appoint a substitute
                attorney to perform any of its
                powers.

            


    

     

    
      	
              18

            	
              General

            


      
        

      

    

     

    
      	
              18.1

            	
              Confidential
                information

            


    

     

    A
      Finance
      Party must not disclose to any person:

     

    
      	
              (a)

            	
              any
                Transaction Document; or

            


    

     

    
      	
              (b)

            	
              any
                information about any Transaction Party,


            


    

     

    except:

     

    
      	
              (c)

            	
              in
                connection with a permitted assignment, novation or participation
                under
                clause 16, where the disclosure is made on the basis that the
                recipient of the information will comply with this clause 18.1 in the
                same way that the Finance Party is required to
                do;

            


    

     

    
      	
              (d)

            	
              to
                any professional or other adviser consulted by it in relation to
                any of
                its rights or obligations under the Transaction
                Documents;

            


    

     

    
      	
              (e)

            	
              to
                a country’s central bank, a country’s taxation office or any Government
                Agency requiring disclosure of the
                information;

            


    

     

    
      	
              (f)

            	
              in
                connection with the enforcement of its rights under the Transaction
                Documents;

            


    

     

    
      	
              (g)

            	
              where
                the information is already in the public domain, or where the disclosure
                would not otherwise breach any duty of confidentiality;
                

            


    

     

    
      	
              (h)

            	
              if
                required by applicable law or the rules of any securities exchange;
                or
                

            


    

     

    
      	
              (i)

            	
              otherwise
                with the prior written consent of the relevant Transaction Party
                (that
                consent not to be unreasonably
                withheld).

            


    

     

    
      	
              18.2

            	
              Transaction
                Party to bear cost

            


    

     

    Any
      thing
      which must be done by a Transaction Party under any Transaction Document,
      whether or not at the request of any Finance Party, must be done at the cost
      of
      the Transaction Party.

     

    
      	
              18.3

            	
              Notices

            


    

     

    
      	
              (a)

            	
              Any
                notice or other communication including, any request, demand, consent
                or
                approval, to or by a party to any Transaction Document must
                be in legible writing and in English addressed to the party in accordance
                with its details set out in schedule 1 or as specified to the sender
                by the party by notice.

            


    

     

    
      	
              (b)

            	
              If
                the sender is a company, any such notice or other communication must
                be
                signed by an Officer of the sender.

            


    

    


    
      
        
          
          

        

        
          page
            66

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          
                            18
                              General

                          

                        

                      

                    

                  

                

              




    

    
      	
              (c)

            	
              Any
                notice or other communication described in this clause 18.3 is regarded
                as
                being given by the sender and received by the
                addressee:

            


    

     

    
      	 	
              (1)

            	
              if
                by delivery in person or by recognized overnight courier, when delivered
                to the addressee;

            


    

     

    
      	 	
              (2)

            	
              if
                by post, on delivery to the addressee;
                or

            


    

     

    
      	 	
              (3)

            	
              if
                by facsimile, when received by the addressee in legible form, but
                if the
                delivery or receipt is on a day which is not a Business Day or is
                after
                4.00pm (addressee’s time) it is regarded as received at 9.00am on the
                following Business Day.

            


    

     

    
      	
              (d)

            	
              Any
                notice or other communication described in this clause 18.3 can be
                relied
                on by the addressee and the addressee is not liable to any other
                person
                for any consequences of that reliance if the addressee believes it
                to be
                genuine, correct and authorised by the
                sender.

            


    

     

    
      	
              (e)

            	
              A
                facsimile transmission is regarded as legible unless the addressee
                telephones the sender within 2 hours after the transmission is
                received or regarded as received under clause 18.3(c) and informs the
                sender that it is not legible.

            


    

     

    
      	
              18.4

            	
              Governing
                law and jurisdiction

            


    

     

    
      	
              (a)

            	
              This
                agreement is governed by the laws of the State of Colorado and the
                laws of
                the United States of America which are applicable in the State of
                Colorado, other than any laws which would result in the imposition
                of the
                laws of another jurisdiction.

            


    

     

    
      	
              (b)

            	
              Each
                Transaction Party and each Finance Party irrevocably submits to the
                non-exclusive jurisdiction of the federal courts of the State of
                Colorado.

            


    

     

    
      	
              (c)

            	
              Each
                Transaction Party and each Finance Party irrevocably waives any objection
                to the venue of any legal process on the basis that the process has
                been
                brought in an inconvenient forum.

            


    

     

    
      	
              (d)

            	
              Each
                Transaction Party and each Finance Party irrevocably waives any immunity
                in respect of its obligations under this agreement that it may acquire
                from the jurisdiction of any court or any legal process for any reason
                including the service of notice, attachment before judgment, attachment
                in
                aid of execution or execution.

            


    

     

    
      	
              18.5

            	
              Prohibition
                and enforceability

            


    

     

    
      	
              (a)

            	
              Any
                provision of, or the application of any provision of, any Transaction
                Document or any Power which is prohibited in any jurisdiction is,
                in that
                jurisdiction, ineffective only to the extent of that
                prohibition.

            


    

     

    
      	
              (b)

            	
              Any
                provision of, or the application of any provision of, any Transaction
                Document which is void, illegal or unenforceable in any jurisdiction
                does
                not affect the validity, legality or enforceability of that provision
                in
                any other jurisdiction or of the remaining provisions in that or
                any other
                jurisdiction.

            


    

     

    
      	
              18.6

            	
              Waivers

            


    

     

    
      	
              (a)

            	
              Waiver
                of any right arising from a breach of this agreement or of any Power
                arising on default under this agreement or on the occurrence of an
                Event
                of Default must be in writing and signed by the party granting the
                waiver.

            


    

     

    
      	
              (b)

            	
              A
                failure or delay in exercise, or partial exercise,
                of:

            


    

     

    
      	 	
              (1)

            	
              a
                right arising from a breach of this agreement or the occurrence of
                an
                Event of Default; or

            


    

     

    
      	 	
              (2)

            	
              a
                Power created or arising on default under this agreement or on the
                occurrence of an Event of Default,

            


    

    


    
      
        
          
          

        

        
          page
            67

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          
                            18
                              General

                          

                        

                      

                    

                  

                

              




    

    does
      not
      result in a waiver of that right or Power.

     

    
      	
              (c)

            	
              A
                party is not entitled to rely on a delay in the exercise or non-exercise
                of a right or Power arising from a breach of this agreement or on
                a
                default under this agreement or on the occurrence of an Event of
                Default
                as constituting a waiver of that right or
                Power.

            


    

     

    
      	
              (d)

            	
              A
                party may not rely on any conduct of another party as a defence to
                exercise of a right or Power by that other
                party.

            


    

     

    
      	
              (e)

            	
              This
                clause may not itself be waived except in
                writing.

            


    

     

    
      	
              18.7

            	
              Variation

            


    

     

    A
      variation of any term of this agreement must be in writing and signed by the
      parties.

     

    
      	
              18.8

            	
              Cumulative
                rights

            


    

     

    The
      Powers are cumulative and do not exclude any other right, power, authority,
      discretion or remedy of any Finance Party, Receiver or Attorney.

     

    
      	
              18.9

            	
              Attorneys

            


    

     

    Each
      of
      the attorneys executing this agreement states that the attorney has no notice
      of
      the revocation of the power of attorney appointing that attorney.

     

    
      	
              18.10

            	
              Counterparts

            


    

     

    
      	
              (a)

            	
              This
                agreement may be executed in any number of
                counterparts.

            


    

     

    
      	
              (b)

            	
              All
                counterparts, taken together, constitute one
                instrument.

            


    

     

    
      	
              (c)

            	
              A
                party may execute this agreement by signing any
                counterpart.

            


    

    


    
      
        
          
          

        

        
          page
            68

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                           
                             

                        

                      

                    

                  

                

              




    

    Schedules

    Table
      of
      contents 
      
        

      

    

     

    
      
        	
                Notice
                  Details

              	
                70

              
	 	 
	
                Repayment
                  Schedule

              	
                72

              
	 	 
	
                Securities

              	
                73

              
	 	 
	
                Officer’s
                  certificate

              	
                74

              
	 	 
	
                Funding
                  Notice

              	
                76

              
	 	 
	
                Promissory
                  Note

              	
                77

              
	 	 
	
                Permitted
                  Encumbrances

              	
                79

              
	 	 
	
                Material
                  Agreements

              	
                81

              
	 	 
	
                RMB
                  GSA

              	
                83

              
	 	 
	
                Key
                  Mineral Rights

              	
                96

              
	 	 
	
                Current
                  Insurance Policies

              	
                103

              
	 	 
	
                Excluded
                  Claims

              	
                104

              


      

    

     

    
      
        
          
          

        

        
          page
            69

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                           
                             

                        

                      

                    

                  

                

              




    

    Schedule
      1

    Notice
      Details 
      
        

      

    

     

    
      	
              Borrower

            	
              Montana
                Tunnels Mining, Inc.

            
	 	 
	
              Address

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

            
	 	 
	
              Attention

            	
              R.
                David Russell

            
	 	 
	
              Phone

            	
              +1
                720 886 9656

            
	 	 
	
              Fax

            	
              +1
                720 482 0957

            
	 	 
	
              Email

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Guarantor

            	
              Apollo
                Gold Inc.

            
	 	 
	
              Address

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

            
	 	 
	
              Attention

            	
              R.
                David Russell

            
	 	 
	
              Phone

            	
              +1
                720 886 9656

            
	 	 
	
              Fax

            	
              +1
                720 482 0957

            
	 	 
	
              Email

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Guarantor

            	
              Apollo
                Gold Corporation

            
	 	 
	
              Address

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

            
	 	 
	
              Attention

            	
              R.
                David Russell

            
	 	 
	
              Phone

            	
              +1
                720 886 9656

            
	 	 
	
              Fax

            	
              +1
                720 482 0957

            
	 	 
	
              Email

            	
              auminer01@aol.com

               

            


    

    


    
      
        
          
          

        

        
          page
            70

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          
                            Schedule
                              1 Notice
                              Details

                          

                        

                      

                    

                  

                

              


      

       

    

    
      	
              Agent

            	
              RMB
                Resources Inc.

            
	 	 
	
              Address

            	
              Suite
                900, 143 Union Boulevard, Lakewood, Colorado 80228, United States
                of
                America

            
	 	 
	
              Attention

            	
              Rick
                Winters

            
	 	 
	
              Phone

            	
              +1
                303 986 5135

            
	 	 
	
              Fax

            	
              +1
                303 986 5136

            
	 	 
	
              Email

            	
              rick.winters@rmbresources.com

               

            


    

     

    
      	
              Financier

            	
              RMB
                Australia Holdings Limited

            
	 	 
	
              Address

            	
              Level
                13, 60 Castlereagh Street, Sydney, New South Wales 2000,
                Australia

            
	 	 
	
              Attention

            	
              Gregory
                Gay

            
	 	 
	
              Phone

            	
              +61
                2 9253 6200

            
	 	 
	
              Fax

            	
              +61
                2 9256 6291

            
	 	 
	
              Email

            	
              greg.gay@rmb.com.au

               

            


    

     

    
      
        
          
          

        

        
          page
            71

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                           

                        

                      

                    

                  

                

              


      



    Schedule
      2

    Repayment
      Schedule 
      
        

      

    

     

    
      	
              Loan
                Facility Repayment Date

            	
              Loan
                Facility Repayment Amount

               

            
	
               

            	 
	
              31
                December 2007

            	
              15%
                of the Principal Outstanding under the Loan Facility as at 31 December
                2007

               

            
	 	 
	
              31
                March 2008

            	
              33%
                of the Principal Outstanding under the Loan Facility as at 31 March
                2008

               

            
	 	 
	
              30
                June 2008

            	
              50%
                of the Principal Outstanding under the Loan Facility as at 30 June
                2008

               

            
	 	 
	
              30
                September 2008

            	
              100%
                of the Principal Outstanding under the Loan Facility as at 30 September
                2008

               

            


    

     

    
      
        
          
          

        

        
          page
            72

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                           

                        

                      

                    

                  

                

              


      

       

    

    Schedule
      3

    Securities
      
      
        

      

    

     

    
      	
              1

            	
              The
                RMB GSA.

            


    

     

    
      	
              2

            	
              The
                pledge agreement dated 12 October 2007 granted by AGI in favour of the
                Finance Parties in respect of AGI’s shares in the
                Borrower.

            


    

     

    
      	
              3

            	
              The
                security agreement dated 12 October 2007 granted by the Borrower
                in favour
                of the Finance Parties.

            


    

     

    
      	
              4

            	
              The
                mortgage dated 12 October 2007 granted by the Borrower in favour
                of the
                Finance Parties.

            


    

     

    
      	
              5

            	
              The
                Perfection Certificates of the Borrower and AGI and the related UCC-1
                Financing Statements filed by the Agent on or around 12 October 2007
                in
                the Office of the Delaware Secretary of
                State.

            


    

     

    
      
        
          
          

        

        
          page
            73

          
            

          

        

        
          
          

        

      

    


    
      	
              

            	
              
                
                  
                    
                      
                         

                      

                    

                  

                

              

            


    

    


    Schedule
      4

    Officer’s
      certificate 
      
        

      

    

     

    To: RMB
      Resources Inc.

     

    I
      [insert
      name] am a [insert capacity - director/secretary] of each of [insert names
      of
      Transaction Parties] (each a Transaction Party).

     

    I
      refer
      to the facility agreement dated [insert
      date]
      between
      Montana Tunnels Mining, Inc. (as Borrower),
      Apollo
      Gold Corporation, Apollo Gold Inc. (as Guarantors),
      RMB
      Australia Holdings Limited (as Financier)
      and RMB
      Resources Inc. (as Agent)
      (Facility
      Agreement).

     

    A
      term
      defined in the Facility Agreement has the same meaning when used in this
      Certificate.

     

    I
      have
      been authorised by each Transaction Party to give this certificate.

     

    I
      certify
      as follows:

     

    
      	
              1

            	
              Relevant
                documents

            


      
        

      

    

     

    Attached
      to this certificate are true, complete and up-to-date copies of each of the
      following:

     

    
      	
              (a)

            	
              constituent
                documents:
                the memorandum and articles of association, by-laws, constitution
                or other
                constating documents of each Transaction
                Party;

            


    

     

    
      	
              (b)

            	
              [power
                of attorney:
                a
                duly executed power of attorney granted by each Transaction Party
                authorising execution of the Transaction Documents to which it is
                a
                party;] [to
                be included if applicable]
                and 

            


    

     

    
      	
              (c)

            	
              board
                minutes: minutes
                of a meeting of the directors of each relevant Transaction Party
                approving
                the execution and performance of its obligations under the Transaction
                Documents to which it is expressed to be a party and the granting
                of the
                power of attorney referred to in paragraph (b)
                above.

            


    

     

    
      	
              2

            	
              No
                revocation

            


      
        

      

    

     

    Each
      document, power of attorney and resolution referred
      to in paragraph 1 is in full force and effect and has not been amended,
      modified or revoked.

    


    
      
        
          
          

        

        
          page
            74

          
            

          

        

        
          
          

        

      

    

    

      
        	
                

              	
                
                  
                    
                      
                        
                          
                            
                              Schedule
                                4 Officer’s
                                certificate

                            

                          

                        

                      

                    

                  

                

              


      



    
      	
              3

            	
              Officers

            


      
        

      

    

     

    The
      following signatures are the true signatures of each of the Officers of the
      Borrower as at the date of this certificate:

     

    
      	
              Name

            	
              Position

            	
              Signature

            
	
              (a)    [insert
                name]

            	
              [insert
                details of position]

            	  

	
              (b)    [insert
                name]

            	
              [insert
                details of position]

            	  

	
              (c)    [insert
                name]

            	
              [insert
                details of position]

            	  



    

     

    
      	
              4

            	
              Certification

            


      
        

      

    

     

    
      	
              (a)

            	
              As
                at the date of execution of each Transaction Document, each Transaction
                Party is solvent and will not become insolvent by entering into and
                performing its obligations under each Transaction Document to which
                is a
                party.

            


    

     

    
      	
              (b)

            	
              No
                Default has occurred and is continuing and no Default will arise
                if a
                Funding Portion is provided by the Financier under the Facility
                Agreement.

            


    

     

    
      	
              (c)

            	
              Since
                31 December 2006, and as at the date of this certificate, no event
                has
                occurred and is continuing which has had or is likely to have a Material
                Adverse Effect.

            


    

     

    
      	
              (d)

            	
              As
                at the date of this certificate, each representation and warranty
                in the
                Facility Agreement is true, correct and not
                misleading.

            


    

     

    Signed:
       

     

    [insert
      name and capacity – director/secretary]

     

    Date:
      

    


    
      
        
          
          

        

        
          page
            75

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                               

                            

                          

                        

                      

                    

                  

                


        

      

      


    

    Schedule
      5

    Funding
      Notice 
      
        

      

    

     

    To: RMB
      Resources Inc.

     

    Attention:
      [insert relevant name]

     

    We
      refer
      to the facility agreement dated [insert
      date]
      between
      Montana Tunnels Mining, Inc. (as Borrower),
      Apollo
      Gold Corporation, Apollo Gold Inc. (as Guarantors),
      RMB
      Australia Holdings Limited (as Financier)
      and RMB
      Resources Inc. (as Agent)
      (Facility
      Agreement).

     

    Under
      clause 4 of the Facility Agreement:

     

    
      	
              (a)

            	
              we
                give you notice that we wish to draw on
                [                 ]
                (Funding
                Date);

            


    

     

    
      	
              (b)

            	
              the
                aggregate amount to be drawn is
                US$[                 ];

            


    

     

    
      	
              (c)

            	
              particulars
                of each Funding Portion are:

            


    

     

    
      	
              Principal
                amount

            	
              Interest
                Period

            	
              Facility

            
	 	 	 
	 	
              90
                days

            	
              [Loan
                Facility / Extension Facility]

            


    

     

    
      	
              (d)

            	
              The
                proceeds of each Funding Portion are to be used in accordance with
                clause 3.2 of the Facility
                Agreement.

            


    

     

    
      	
              (e)

            	
              We
                request that the proceeds be remitted to the Proceeds Account, details
                of
                which are as follows: 

            


    

     

    [                 ];

     

    
      	
              (f)

            	
              We
                represent and warrant that no Default has occurred and is continuing
                or
                will result from the provision of any Funding Portion[, except as
                follows:
                [                 ],
                and we propose the following remedial action
                [                 ]].

            


    

     

    
      	
              (g)

            	
              As
                at the date of this certificate, no event has occurred and is continuing
                which has had, or is likely to have, a Material Adverse
                Effect.

            


    

     

    
      	
              (h)

            	
              As
                at the date of this certificate, each representation and warranty
                in the
                Facility Agreement is true, correct and not
                misleading.

            


    

     

    
      	
              (i)

            	
              Expressions
                defined in the Facility Agreement have the same meaning when used
                in this
                Funding Notice.

            


    

     

    
      	
              Date:

            
	 
	
              Signed
                for and on behalf of

            
	
              the
                Borrower

            
	
              by

            
	 
	  

	
              Officer

            
	 
	  

	
              Name
                (please print)

            


    

    


    
      
        
          
          

        

        
          page
            76

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                 

                              

                            

                          

                        

                      

                    

                  

                


        

      

    

     

    Schedule
      6

     

    Promissory
      Note 
      
        

      

    

     

    MONTANA
      TUNNELS MINING, INC.

     

    PROMISSORY
      NOTE DUE 30 SEPTEMBER 2008

     

    
      	
              US$1

            	
              2

            
	 	
              3

            


    

     

    FOR
      VALUE RECEIVED,
      MONTANA
      TUNNELS MINING, INC.,
      a
      Delaware corporation (Borrower),
      promises to pay to the order of RMB
      AUSTRALIA HOLDINGS LIMITED,
      a
      company incorporated under the laws of Australia (Payee),
      on or
      before 30 September 2008, the lesser of (x)1 
      (US$[1 ])
      and
      (y) the Principal Outstanding in respect of all advances made by Payee to
      Borrower as Funding Portions under the Facility Agreement referred to
      below.

     

    Borrower
      also promises to pay interest on the unpaid principal amount of this Promissory
      Note, from the date of this Promissory Note until paid in full, at the rates
      and
      at the times which are determined in accordance with the provisions of the
      Facility Agreement dated as of [insert
      date]
      by and
      among Borrower, Payee, Montana Tunnels Mining, Inc., a Delaware corporation
      and
      RMB Resources Inc., a Delaware corporation, as agent for the Payee (that
      Facility Agreement, as it may be amended, supplemented or otherwise modified
      from time to time, being the Facility
      Agreement,
      and
      terms defined in the Facility Agreement which are not otherwise defined in
      this
      Promissory Note have the same meaning in this Promissory Note as defined in
      the
      Facility Agreement).

     

    This
      Promissory Note is one of the Borrower’s Promissory Notes which in the aggregate
      may evidence up to US$8,000,000 principal amount of the Commitment, to which
      reference is made for a more complete statement of the terms and conditions
      under which the Commitment evidenced by this Promissory Note were made and
      are
      to be repaid.

     

    All
      payments of principal and interest in respect of this Promissory Note must
      be
      made in United States Dollars, in same day funds, without defense, set-off
      or
      counterclaim, free of any restriction or condition, and must be delivered to
      Agent at the times provided for in the Facility Agreement. Until notified in
      writing of the transfer of this Promissory Note, Borrower and Agent are entitled
      to take Payee, or any person who has been identified by the transferor in
      writing to Borrower and Agent as the owner and holder of this Promissory Note.
      Each of Payee and any subsequent holder of this Promissory Note agrees, by
      its
      acceptance of this Promissory Note, that before disposing of this Promissory
      Note or any part or portion of it, it will make a notation in the annexure
      to
      this Promissory Note of all principal payments previously made under this
      Promissory Note and of the date to which interest due under this Promissory
      Note
      has been paid, provided, however, that the failure to make a notation of any
      payment made on this Promissory Note does not limit or otherwise affect the
      obligations of Borrower under this Promissory Note with respect to payments
      of
      principal of or interest owing.

     

    
      
        

      

    

    1
      Insert
      amount of the Funding Portion to which this Promissory Note relates in
      numbers.

     

    2
      Insert
      place of delivery of this Promissory Note.

     

    3
      Insert
      the effective date of this Promissory Note.

     

    4
      In words
      insert amount of the Funding Portion to which this Promissory Note
      relates.

     

    5
      Insert
      amount of the Funding Portion to which this Promissory Note relates in
      numbers.

    


    
      
        
          
          

        

        
          page
            77

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  Schedule
                                    6 Promissory
                                    Note

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      

      


    

    Whenever
      any payment on this Promissory Note is stated to be due on a day which is not
      a
      Business Day, such payment shall be made on the next succeeding Business
      Day.

     

    This
      Promissory Note is subject to mandatory prepayment and to prepayment at the
      option of Borrower as provided in clause 3 of the Facility
      Agreement.

     

    THE
      FACILITY AGREEMENT AND THIS PROMISSORY NOTE ARE GOVERNED BY, AND WILL BE
      CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
      COLORADO, OTHER THAN ANY LAWS WHICH WOULD IMPOSE THE LAWS OF ANOTHER
      JURISDICTION.

     

    If
      a
      Default occurs, the unpaid balance of the principal amount of this Promissory
      Note, together with all accrued and unpaid interest on this Promissory Note,
      may
      become, or may be declared to be, due and payable in the manner, on the
      conditions and with the effect provided in the Facility Agreement.

     

    The
      terms
      of this Promissory Note are subject to amendment only in the manner provided
      in
      the Facility Agreement.

     

    This
      Promissory Note is subject to restrictions on transfer or assignment as provided
      in clause 16 of the Facility Agreement.

     

    No
      reference in this Promissory Note to the Facility Agreement and no provision
      of
      this Promissory Note or the Facility Agreement will alter or impair the
      obligations of Borrower, which are absolute and unconditional, to pay the
      principal of and interest on this Promissory Note at the place, at the
      respective times, and in the currency prescribed in this Facility
      Agreement.

     

    Borrower
      promises to pay all costs and expenses, including attorneys’ fees, all as
      provided in clause 14.4 of the Facility Agreement, incurred in the collection
      and enforcement of this Promissory Note. Borrower and any endorsers of this
      Promissory Note consent to renewals and extensions of time at or after the
      maturity of this Promissory Note, without notice, and waive diligence,
      presentment, protest, demand and notice of every kind and, to the full extent
      permitted by law, the right to plead any statute of limitations as a defence
      to
      any demand under this Promissory Note.

     

    IN
      WITNESS WHEREOF,
      Borrower has caused this Promissory Note to be duly executed and delivered
      by
      its Officer as of the date and at the place first written above.

     

    
      	
              MONTANA
                TUNNELS MINING, INC.

            
	 
	
              By:

            
	 
	
              Title:

            


    

    


    
      
        
          
          

        

        
          page
            78

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                 

                              

                            

                          

                        

                      

                    

                  

                


        

         

      

    

    Schedule
      7

     

    Permitted
      Encumbrances 
      
        

      

    

     

    
      	 	
              1

            	
              a
                lien created by operation of law securing an obligation that is not
                yet
                due or which is being diligently contested in good faith by appropriate
                proceedings and in respect of which there has been set aside a reserve
                (segregated to the extent required by Accounting Standards) in an
                amount
                which is adequate;

            


    

     

    
      	 	
              2

            	
              a
                lien for the unpaid balance of purchase money under an instalment
                contract
                entered into in the ordinary course of
                business;

            


    

     

    
      	 	
              3

            	
              a
                lien for the unpaid balance of money owing for
                repairs;

            


    

     

    
      	 	
              4

            	
              any
                Encumbrance arising in respect of the cash deposits, letters of credit
                and
                other arrangements relating to the Environmental
                Bonding;

            


    

     

    
      	 	
              5

            	
              any
                Encumbrance arising in connection with workers’ compensation, unemployment
                insurance and other social security legislation, to secure the performance
                of statutory obligations, surety and appeal bonds, performance bonds
                and
                other obligations of a like nature in connection with court proceedings,
                provided that those Encumbrances are related to obligations not due
                or
                delinquent (taking into account any applicable grace or cure periods),
                adequate hold backs are being maintained as required by applicable
                legislation or those Encumbrances are being contested in good faith
                by
                appropriate proceedings and in respect of which there has been set
                aside a
                reserve (segregated to the extent required by Accounting Standards)
                in an
                amount which is adequate and provided further that those Encumbrances
                do
                not in the aggregate materially detract from the value of the assets
                of a
                Transaction Party as a whole or materially interfere with the use
                of those
                assets in the operation of the business of the relevant Transaction
                Party;

            


    

     

    
      	 	
              6

            	
              any
                Encumbrances for Taxes and other governmental charges and assessments
                (except assessments for public improvements levied, pending or deferred
                against real property) provided that those Encumbrances are related
                to
                obligations not due or delinquent (taking into account any applicable
                grace or cure periods), adequate hold backs are being maintained
                as
                required by applicable legislation or those Encumbrances are being
                contested in good faith by appropriate proceedings and in respect
                of which
                there has been set aside a reserve (segregated to the extent required
                by
                Accounting Standards) in an amount which is adequate;
                

            


    

     

    
      	 	
              7

            	
              any
                inchoate or statutory Encumbrances of carriers, warehousemen, mechanics
                and materialmen and other like Encumbrances, including purchase money
                security interests, arising in the Ordinary Course of Business and
                provided that those Encumbrances are related to obligations not due
                or
                delinquent (taking into account any applicable grace or cure periods),
                adequate hold backs are being maintained as required by applicable
                legislation or those Encumbrances are being contested in good faith
                by
                appropriate proceedings and in respect of which there has been set
                aside a
                reserve (segregated to the extent required by Accounting Standards)
                in an
                amount which is adequate;

            


    

     

    
      	 	
              8

            	
              any
                inchoate or statutory Encumbrances in favour of lessors arising in
                connection with any property leased to the Borrower provided that
                those
                Encumbrances are related to obligations not due or delinquent (taking
                into
                account any applicable grace or cure periods), adequate hold backs
                are
                being maintained as required by applicable legislation or those
                Encumbrances are being contested in good faith by appropriate proceedings
                and in respect of which there has been set aside a reserve (segregated
                to
                the extent required by Accounting Standards) in an amount which is
                adequate;

            


    

    


    
      
        
          
          

        

        
          page
            79

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    Schedule
                                      7 Permitted
                                      Encumbrances

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      



    
      	 	
              9

            	
              the
                cross-lien granted between the Borrower and EKT under section 6.6
                of the
                MDOA and any other Encumbrances created under the MDOA or the
                MOOA;

            


    

     

    
      	 	
              10

            	
              any
                Encumbrance set out in the Bensing Title
                Reports;

            


    

     

    
      	 	
              11

            	
              the
                Canada Trust Securities; and

            


    

     

    
      	 	
              12

            	
              each
                Security and Collateral Security,

            


    

     

    which
      affects or relates to any of the assets of any Transaction Party.

    


    
      
        
          
          

        

        
          page
            80

          
            

          

        

        
          
          

        

      

    

    
      
        

          
            	
                    

                  	
                    
                      
                        
                          
                            
                              
                                
                                  
                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  


          

        



      Schedule
        8

    

     

    Material
      Agreements

    
      

    

     

    
      	 	
              1

            	
              all
                agreements evidencing the Environmental Bonding
                arrangements;

            


    

     

    
      	 	
              2

            	
              the
                Services Agreement;

            


    

     

    
      	 	
              3

            	
              each
                Sales Contract;

            


    

     

    
      	 	
              4

            	
              Installment
                Sales Agreement, dated February 27, 2007, between Tractor & Equipment
                Co. and the Company (for Caterpillar Wheel
                Loader);

            


    

     

    
      	 	
              5

            	
              Lease
                Agreement with Marquette Equipment Finance, LLC., dated November
                21,
                2006;

            


    

     

    
      	 	
              6

            	
              Lease
                Agreement with Financial Federal Credit, Inc., dated May 15,
                2007;

            


    

     

    
      	 	
              7

            	
              Lead
                Concentrate Agreement, dated February 20, 2007, between Teck Cominco
                Metals Ltd. and Apollo Gold Inc.;

            


    

     

    
      	 	
              8

            	
              Zinc
                Concentrate Agreement, dated February 20, 2007, between Teck Cominco
                Metals Ltd. and Apollo Gold Inc.;

            


    

     

    
      	 	
              9

            	
              Agreement,
                dated July 25, 2007, between Montana Tunnels Mining, Inc. and Johnson
                Matthey Inc.;

            


    

     

    
      	 	
              10

            	
              Fuel
                and Lubricants Procurement Contracts, dated February 27, 2004, by and
                between Fickler Oil Company and Montana Tunnels Mining,
                Inc.;

            


    

     

    
      	 	
              11

            	
              Explosives
                Procurement Contract by and between Nelson Brothers Mining, Inc.
                and
                Montana Tunnels Mining, Inc., dated October 17,
                2006;

            


    

     

    
      	 	
              12

            	
              Explosives
                Accessories Procurement Contract by and between Intermountain West
                Energy,
                Inc. and Montana Tunnels Mining, Inc., dated April 1,
                2004;

            


    

     

    
      	 	
              13

            	
              Copper
                Sulfate Procurement Contract by and between Teck Cominco American,
                Inc.
                and Montana Tunnels Mining, Inc., dated June 1,
                2007;

            


    

     

    
      	 	
              14

            	
              Grinding
                Media Procurement Contract by and between Smorgon Steel Grinding
                Systems – America, LLC and Montana Tunnels Mining, Inc., dated
                February 1, 2007;

            


    

     

    
      	 	
              15

            	
              Exploration
                and Mining Lease, dated March 19, 2004, between Fremont River
                Development Corporation and Montana Tunnels Mining,
                Inc.;

            


    

     

    
      	 	
              16

            	
              BLM
                Right-of-Way MTM 67039 for an access road for the Montana Tunnels
                Project in T7N, R4W, Sections 9, 15 and 16, renewed by Montana
                Tunnels Mining, Inc. on February 22,
                2006;

            


    

     

    
      	 	
              17

            	
              Sublease
                Agreement, dated March 1, 1998, between Montana Rail Link, Inc., The
                Burlington Northern and Santa Fe Railway Company and Montana Tunnels
                Mining, Inc.;

            


    

     

    
      	 	
              18

            	
              Easement
                Agreement, dated September 19, 1988, between James M. Madison
                (personal representative of the Estate of Arthur W. and Edith W.
                Madison and Pegasus Gold Corporation and Montana Tunnels Mining Inc.
                (a
                Nevada corporation);

            


    

     

    
      	 	
              19

            	
              Collateral
                Trust Agreement, dated September 26, 2002, between Montana Tunnels
                Mining, Inc., Western Surety Company and The Northern Trust
                Company;

            


    

    


    
      
        
          
          

        

        
          page
            81

          
            

          

        

        
          
          

        

      

    

    
      
        

          
            	
                    

                  	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        Schedule
                                          8 Material
                                          Agreements

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  


          

        

      

       

    

    
      	 	
              20

            	
              Any
                agreement which amends, varies, restates or replaces, any of the
                agreements listed in paragraphs 1 to 19 above; and
                

            


    

     

    
      	 	
              21

            	
              Each
                agreement the Borrower and the Agent agree is a Material Agreement
                for the
                purposes of this agreement.

            


    

    


    
      
        
          
          

        

        
          page
            82

          
            

          

        

        
          
          

        

      

    

    
      
        

          
            	
                    

                  	
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  


          

        

      

       

    

    Schedule
      9

    RMB
      GSA

      
        

      

    

     

    Date
      ►

     

    
      	
              Between
                the parties

            	 
	 	
               

              Apollo
                Gold Corporation

               

              a
                corporation existing under the laws of the Yukon Territory, Canada
                of
                5655 South Yosemite Street, Suite 200 Greenwood Village, Colorado
                80111-3220 United States of America

               

              (APG)

               

            
	
               

              Financier

            	
               

              RMB
                Australia Holdings Limited

               

              of
                Level 13, 60 Castlereagh Street, Sydney, New South Wales, 2000
                Australia

               

              (Financier)

               

            
	
               

              Agent

            	
               

              RMB
                Resources Inc.

               

              of
                Suite 900, 143 Union Boulevard, Lakewood, Colorado 80228, United
                States of
                America

               

              (Agent, and
                collectively with the Financier
                the Finance
                Parties)

               

            
	
               

              Background

            	
               

              1      The
                Financier has agreed to make certain credit facilities available
                to
                Montana Tunnels Mining, Inc. (Montana
                Tunnels)
                on the terms and conditions contained in a facility agreement
                (Facility
                Agreement)
                between APG, Apollo Gold Inc., Montana Tunnels, certain other parties
                and
                the Finance Parties dated as of the date of this agreement (as amended,
                supplemented, modified, extended, renewed, novated, refinanced, restated
                or replaced from time to time).

               

              2      Montana
                Tunnels has entered into commodity hedging arrangements with the
                Financier
                pursuant to an ISDA Master Agreement made on or about the date of
                this
                Agreement (ISDA
                Master Agreement,
                and collectively with the Facility Agreement, the Facility
                Agreements).

               

              3      APG
                has agreed to execute and deliver this agreement to and in favour
                of the
                Finance Parties as security for the payment and performance of Montana
                Tunnels’ obligations to the Finance Parties under the Facility Agreements.
                

               

            
	
               

              The
                parties agree

            	
               

              In
                consideration of, among other things, the mutual promises contained
                in
                this agreement and other good and valuable consideration (the receipt
                and
                adequacy of which is acknowledged), APG agrees as follows:

               

            


    

    


    
      
        
          
          

        

        
          page
            83

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        Schedule
                                          9 RMB
                                          GSA

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      

    

     

    
      
        

      


      APG
        agrees as follows:

       

        
          

        

      

       

    

    Operative
      part

     

    This
      paragraph provides padding and has been hidden deliberately. Do not delete
      or
      unhide this paragraph.

     

    
      	
              1

            	
              Security

            


      
        

      

    

     

    
      	
              1.1

            	
              Terms
                incorporated by reference

            


    

     

    Terms
      defined in: 

     

    
      	
              (a)

            	
              the
                Personal
                Property Security Act
                (Yukon Territory) (as amended from time to time) (PPSA);
                or

            


    

     

    
      	
              (b)

            	
              the
                Facility Agreements,

            


    

     

    which
      are
      used in this agreement will have the same meanings in this agreement unless
      the
      context requires otherwise.

     

    
      	
              1.2

            	
              Grant
                of security

            


    

     

    Subject
      to clauses 1.3 and 1.6, APG grants to each of the Finance Parties a security
      interest in all APG’s right, title and interest in and to all presently owned
      and hereafter acquired property, assets and undertaking of APG including all
      of
      the present and after acquired personal property of APG’s (collectively, the
Collateral)
      and
      including, without limitation, any and all of APG’s:

     

    
      	
              (a)

            	
              inventory
                including goods held for sale, lease or resale, goods furnished or
                to be
                furnished to third parties under contracts of lease, consignment
                or
                service, goods which are raw materials or work in process, goods
                used in
                or procured for packing and materials used or consumed in the business
                of
                APG;

            


    

     

    
      	
              (b)

            	
              equipment,
                machinery, furniture, fixtures, plants, vehicles and other goods
                of every
                kind and description and all licences and other rights (including
                all
                mining and exploration rights and licenses) and all records, files,
                charts, plans, drawings, specifications, manuals and documents relating
                to
                those items;

            


    

     

    
      	
              (c)

            	
              accounts
                due or accruing due, the credit balance and all on deposit in those
                accounts, and all agreements, books, accounts, invoices, letters,
                documents and papers recording, evidencing or relating to those
                accounts;

            


    

     

    
      	
              (d)

            	
              money,
                documents of title, chattel paper, instruments, share capital and
                securities;

            


    

     

    
      	
              (e)

            	
              intangibles
                including all security interests, goodwill, choses in action and
                contractual rights, interests and benefits, and all trade-marks,
                trade-mark registrations and pending trade-mark applications, patents
                and
                pending patent applications and copyrights and other intellectual
                property;

            


    

     

    
      	
              (f)

            	
              substitutions
                and replacements of and increases, additions and, where applicable,
                accessions to the property, rights, interests or benefits described
                in
                clause 1.2(a) to clause 1.2(e) inclusive;
                and

            


    

    


    
      
        
          
          

        

        
          page
            84

          
            

          

        

        
          
          

        

      

    

    
      

        
          	
                  

                	
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        Schedule
                                          9 RMB
                                          GSA

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                


        

      



    
      	
              (g)

            	
              proceeds
                in any form derived directly or indirectly from any dealing with
                all or
                any part of the property, rights, interests or benefits described
                in
                clause 1.2(a) to 1.2(f) inclusive of the proceeds of those
                proceeds.

            


    

     

    
      	
              1.3

            	
              Excepted
                Mining Claims

            


    

     

    The
      parties acknowledge and agree that: 

     

    
      	
              (a)

            	
              the
                security interest granted by APG to each of the Finance Parties under
                clause 1.2 does not include a security interest over APG’s right, title
                and interest in the following mining claims situate in the Townships
                of
                Hislop and Beatty in the Larder Lake Mining Division, Ontario,
                Canada:

            


    

     

    
      	 	
              (1)

            	
              L1048333

            


    

     

    
      	 	
              (2)

            	
              L1048334;

            


    

     

    
      	 	
              (3)

            	
              L1048335;

            


    

     

    
      	 	
              (4)

            	
              L1115059;
                and

            


    

     

    
      	 	
              (5)

            	
              L1113087,

            


    

     

    
      	 	
              (6)

            	
              (each,
                an Excepted
                Mining Claim);
                and

            


    

     

    
      	
              (b)

            	
              if
                APG acquires by any means any right, title or interest (New
                Acquisition)
                that enables APG to mine, explore or otherwise use any land the subject
                of
                an Excepted Mining Claim, the security interest granted by APG to
                each of
                the Finance Parties under clause 1.2 will include a security interest
                in
                that New Acquisition.

            


    

     

    
      	
              1.4

            	
              Obligations
                secured

            


    

     

    
      	
              (a)

            	
              The
                security interest granted in this agreement (Security
                Interest)
                secures the payment and performance of all debts, liabilities and
                obligations present or future, direct or indirect, absolute or contingent,
                matured or unmatured at any time or from time to time due or accruing
                due
                and owing, including all charges and fees of the Finance Parties
                due
                from APG, to the Finance Parties pursuant to or in connection with
                the
                Transaction Documents (collectively,
                and together with the expenses, costs and charges set out in clause
                1.4(b), the Obligations).

            


    

     

    
      	
              (b)

            	
              All
                expenses, costs and charges incurred by or on behalf of the Finance
                Parties in connection with this agreement, the Security Interest
                or the
                Collateral, including all legal fees, court costs, receiver's or
                agent's
                remuneration and other expenses of taking possession of, repairing,
                protecting, insuring, preparing for disposition, realizing, collecting,
                selling, transferring, delivering or obtaining payment of the Collateral
                or other lawful exercises of the powers conferred by the Transaction
                Documents, and of taking, defending or participating in any action
                or
                proceeding in connection with any of those matters or otherwise in
                connection with the Finance Parties’ interest in any Collateral, whether
                or not directly relating to the enforcement of this agreement or
                the
                Facility Agreements, will be added to and form a part of the
                Obligations. 

            


    

     

    
      	
              1.5

            	
              Attachment

            


    

     

    
      	
              (a)

            	
              APG
                acknowledges that:

            


    

     

    
      	 	
              (1)

            	
              value
                has been given;

            


    

     

    
      	 	
              (2)

            	
              it
                has rights in the Collateral (other than after-acquired
                Collateral);

            


    

     

    
      	 	
              (3)

            	
              it
                has not agreed to postpone the time of attachment of the Security
                Interest; and

            


    

     

    
      	 	
              (4)

            	
              it
                has received a duplicate original copy of this
                agreement.

            


    

    


    
      
        
          
          

        

        
          page
            85

          
            

          

        

        
          
          

        

      

    

     

     

    
      		
              Schedule
                9 RMB GSA

            


    

     

    
      	(b)	
              APG
                will promptly inform the Finance Parties in writing of the acquisition
                by
                APG of any personal property which is not adequately described in
                this
                agreement, and APG will execute and deliver, at its own expense,
                from time
                to time, amendments to this agreement or additional agreements as
                may be
                required by the Finance Parties.

            


    

     

    
      	1.6	
              Scope
                of Security Interest

            


    

     

    
      	(a)	
              The
                Collateral does not include and the Security Interest will not extend
                to
                consumer goods.

            


    

     

    
      	(b)	
              The
                Security Interest will not extend or apply to the last day of the
                term of
                any lease or sublease or any agreement for a lease or sublease now
                held or
                subsequently acquired by APG in respect of real property, but APG
                will
                stand possessed of that last day on trust to assign and dispose of
                it as
                the Finance Parties may direct.

            


    

     

    
      	(c)	
              To
                the extent that an assignment of amounts payable and other proceeds
                arising under or in connection with, or the grant of a security interest
                in any agreement, licence, permit or quota of APG would result in
                the
                termination of that agreement, licence, permit or quota (each, a
                Restricted
                Asset),
                the Security Interest with respect to each Restricted Asset will
                constitute a trust created in favour of the Finance Parties pursuant
                to
                which APG holds as trustee all proceeds arising under or in connection
                with the Restricted Asset in trust for the Finance Parties on the
                following basis:

            


    

     

    
      	 	
              (1)

            	
              until
                the Security Interest is enforceable and subject to the Facility
                Agreements, APG is entitled to receive all those proceeds;
                and

            


    

     

    
      	 	
              (2)

            	
              whenever
                the Security Interest is
                enforceable:

            


    

     

    
      	 	
              ·

            	
              all
                rights of APG to receive those proceeds cease and all those proceeds
                will
                be immediately paid over to the Finance Parties;
                and

            


    

     

    
      	 	
              ·

            	
              APG
                will take all actions requested by the Finance Parties to collect
                and
                enforce payment and other rights arising under the Restricted
                Asset.

            


    

     

    
      	1.7	
              Care
                and custody of Collateral

            


    

     

    
      	(a)	
              The
                Finance Parties will have no obligation to keep Collateral in their
                possession from time to time, if any,
                identifiable.

            


    

     

    
      	(b)	
              The
                Finance Parties may, both before and after the Security Interest
                has
                become enforceable:

            


    

     

    
      	 	
              (1)

            	
              notify
                any person obligated on an account or on chattel paper or any obligor
                on
                an instrument to make payments to the Finance Parties whether or
                not APG
                was previously making collections on those accounts, chattel paper
                or
                instruments; and

            


    

     

    
      	 	
              (2)

            	
              assume
                control of any proceeds arising from the
                Collateral.

            


    

     

    
      	1.8	
              Amalgamation

            


    

     

    APG
      acknowledges and agrees that if it amalgamates or merges with or into any other
      corporation or corporations, then:

     

    
      	(a)	
              the
                term APG will extend to and include the continuing corporation from
                that
                amalgamation or merger; 

            


    

     

    
      	(b)	
              the
                term "Obligations" will extend to and include the Obligations of
                each of
                the amalgamating or merging corporations at the time of that amalgamation
                or merger arising after that amalgamation or merger;
                and

            


    

     

    
      
        
        

      

      
        page
          86

        
          

        

      

      
        
        

      

    

     

    
      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	(c)	
              the
                Collateral secured in this agreement and the Security Interests over
                the
                Collateral of APG will extend to and include all of the property,
                assets
                and undertakings of each of the amalgamating or merging corporations
                at
                the time of that amalgamation or merger and any and all property,
                assets
                and undertakings of the continuing corporation from that amalgamation
                or
                merger owned or acquired by that continuing corporation after that
                amalgamation or merger. 

            


    

     

    
      	2	
              Representations
                and warranties of the corporation

            


    

     

    
      	2.1	
              Representations
                and warranties

            


    

     

    APG
      represents and warrants to the Finance Parties as follows, and acknowledges
      that
      the Finance Parties are relying on those representations and warranties in
      connection with this agreement:

     

    
      	(a)	
              Incorporation
                and qualification:
                APG is a corporation incorporated and validly existing under the
                laws of
                the Yukon Territory, Canada.

            


    

     

    
      	(b)	
              Corporate
                power:
                APG has all the requisite corporate power and authority
                to:

            


    

     

    
      	 	
              (1)

            	
              own,
                lease and operate its properties and assets and to carry on its business
                as now being conducted by it; and 

            


    

     

    
      	 	
              (2)

            	
              enter
                into and perform its obligations under this
                agreement.

            


    

     

    
      	(c)	
              Conflict
                with other instruments:
                The execution and delivery by APG and the performance by it of its
                obligations under, and compliance with the terms, conditions and
                provisions of this agreement do not and will not violate any law,
                regulation, authorisation, ruling, consent, judgment, order or decree
                of a
                governmental agency, its constating documents or by-laws, or an
                Encumbrance or document which is binding on it or on its
                assets.

            


    

     

    
      	(d)	
              Execution
                and binding obligation:
                This agreement has been duly executed and delivered by APG and constitute
                legal, valid and binding obligations of APG enforceable against it
                in
                accordance with its terms, subject only to any limitation under applicable
                laws relating to: 

            


    

     

    
      	 	
              (1)

            	
              bankruptcy,
                insolvency, arrangement or creditors' rights generally; and
                

            


    

     

    
      	 	
              (2)

            	
              the
                discretion that a court may exercise in the granting of equitable
                remedies.

            


    

     

    
      	(e)	
              Continuous
                perfection: The
                Schedule sets out APG’s place of business or, if more than one, APG’s
                chief executive office. APG will not change these locations without
                providing at least 30 days’ prior written notice to the Finance
                Parties.

            


    

     

    
      	2.2	
              Representations
                and warranties in Transaction
                Documents

            


    

     

    Notwithstanding
      the representations and warranties of APG set forth in clause 2.1 of this
      agreement, APG further represents and warrants to the Finance Parties, and
      further acknowledges that the Finance Parties are relying on those
      representations and warranties in connection with this agreement, that the
      representations and warranties of APG contained in the Transaction Documents
      are
      true and correct in all respects as of the date of this agreement.

     

    
      	2.3	
              Survival
                of representations and
                warranties

            


    

     

    The
      representations and warranties in this agreement and in any certificates or
      documents delivered to the Finance Parties will not merge in or be prejudiced
      by
      and will survive any advance and will continue in full force and effect so
      long
      as any amounts are owing by APG to the Finance Parties under the Transaction
      Documents.

     

    
      
        
        

      

      
        page
          87

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	3	
              Enforcement

            


    

     

    
      	3.1	
              Enforcement

            


    

     

    The
      Security Interest will be and become enforceable against APG if
      and
      when APG fails to repay or perform any of the Obligations when due and payable
      or when due to be performed, as the case may be, or on
      the
      occurrence and during the continuance of an Event of Default (as specified
      in
      clause 11 of the Facility Agreement and
      Section
      5 of the ISDA Master Agreement).

     

    
      	3.2	
              Remedies

            


    

     

    
      	(a)	
              Subject
                to clause 3.2(b), whenever the Security Interest has become enforceable,
                the Finance Parties may realize on the Collateral and enforce their
                rights
                by:

            


    

     

    
      	 	
              (1)

            	
              entry
                onto any premises where Collateral consisting of tangible personal
                property may be located;

            


    

     

    
      	 	
              (2)

            	
              entry
                into possession of the Collateral by any method permitted by
                law;

            


    

     

    
      	 	
              (3)

            	
              sale
                or lease of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (4)

            	
              collection
                of any proceeds arising in respect of the
                Collateral;

            


    

     

    
      	 	
              (5)

            	
              collection,
                realization or sale of, or other dealing with, the
                accounts;

            


    

     

    
      	 	
              (6)

            	
              appointment
                by instrument in writing of a receiver (which term as used in this
                agreement includes a receiver and manager) or agent of all or any
                part of
                the Collateral and removal or replacement from time to time of any
                receiver or agent;

            


    

     

    
      	 	
              (7)

            	
              institution
                of proceedings in any court of competent jurisdiction for the appointment
                of a receiver of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (8)

            	
              institution
                of proceedings in any court of competent jurisdiction for sale or
                foreclosure of all or any part of the
                Collateral;

            


    

     

    
      	 	
              (9)

            	
              filing
                of proofs of claim and other documents to establish claims to the
                Collateral in any proceeding relating to
                APG;

            


    

     

    
      	 	
              (10)

            	
              any
                other remedy or proceeding authorized or permitted under the PPSA
                or
                otherwise by law or equity; and

            


    

     

    
      	 	
              (11)

            	
              application
                of any moneys constituting Collateral or proceeds of
                Collateral.

            


    

     

    
      	(b)	
              The
                remedies referred to in clause 3.2(a) may be exercised from time
                to time
                separately or in combination and are in addition to, and not in
                substitution for, any other rights of the Finance Parties however
                created.
                The Finance Parties will not be bound to exercise any right or remedy,
                and
                the exercise of any rights and remedies will be without prejudice
                to the
                rights of the Finance Parties in respect of the Obligations including
                the
                right to claim for any deficiency.

            


    

     

    
      	3.3	
              Additional
                rights

            


    

     

    In
      addition to the remedies referred to in clause 3.2, the Finance Parties may,
      whenever the Security Interest has become enforceable:

     

    
      
        
        

      

      
        page
          88

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	(a)	
              require
                APG, at APG's expense, to assemble the Collateral at a place or places
                designated by notice in writing and APG agrees to so assemble the
                Collateral;

            


    

     

    
      	(b)	
              require
                APG, by notice in writing, to disclose to the Finance Parties the
                location
                or locations of the Collateral and APG agrees to make that disclosure
                when
                so required;

            


    

     

    
      	(c)	
              repair,
                process, modify, complete or otherwise deal with the Collateral and
                prepare for the disposition of the Collateral, whether on the premises
                of
                APG or otherwise;

            


    

     

    
      	(d)	
              carry
                on all or any part of the business of APG and, to the exclusion of
                all
                others including APG, enter on, occupy and use all or any of the
                premises,
                buildings, and other property of or used by APG for that time as
                the
                Finance Parties see fit, free of charge, and the Finance Parties
                will not
                be liable to APG for any act, omission or negligence in so doing
                or for
                any rent, charges, depreciation or damages incurred in connection
                with or
                resulting from that action;

            


    

     

    
      	(e)	
              require
                APG to engage a consultant or consultants of the Finance Parties’ sole
                choice, that consultant to receive the full cooperation and support
                of APG
                and its directors, officers and employees, including unrestricted
                access
                to the premises and books and records of APG; all reasonable fees
                and
                expenses of that consultant will be for the account of APG and APG
                authorizes that consultant to report directly to the Finance Parties
                and
                to disclose to the Finance Parties any and all information obtained
                by
                that consultant;

            


    

     

    
      	(f)	
              borrow
                for the purpose of carrying on the business of APG or for the maintenance,
                preservation or protection of the Collateral and grant a security
                interest
                in the Collateral, whether or not in priority to the Security Interest,
                to
                secure repayment; 

            


    

     

    
      	(g)	
              commence,
                continue or defend any judicial or administrative proceedings for
                the
                purpose of protecting, seizing, collecting, realizing or obtaining
                possession or payment of the Collateral, and give good and valid
                receipts
                and discharges in respect of the Collateral and compromise or give
                time
                for the payment or performance of all or any part of the accounts
                or any
                other obligation of any third party to APG;
                and

            


    

     

    
      	(h)	
              require
                APG to execute and deliver any and all instruments, documents, notices
                or
                writings necessary to permit the Finance Parties to realize on and
                enforce
                their rights to any of the
                Collateral.

            


    

     

    
      	3.4	
              Receiver's
                powers

            


    

     

    
      	(a)	
              Any
                receiver appointed by the Finance Parties will be vested with the
                rights
                and remedies which could have been exercised by the Finance Parties
                in
                respect of APG or the Collateral and those other powers and discretions
                as
                are granted in the instrument of appointment and any supplemental
                instruments. The identity of the receiver, its replacement and its
                remuneration will be within the sole and unfettered discretion of
                the
                Finance Parties.

            


    

     

    
      	(b)	
              Any
                receiver appointed by the Finance Parties will act as agent for the
                Finance Parties for the purposes of taking possession of the Collateral,
                but otherwise and for all other purposes (except as provided below),
                as
                agent for APG. The receiver may sell, lease, or otherwise dispose
                of
                Collateral as agent for APG or as agent for the Finance Parties as
                the
                Finance Parties may determine in their discretion. APG agrees to
                ratify
                and confirm all actions of the receiver acting as agent for APG,
                and to
                release and indemnify the receiver in respect of all those
                actions.

            


    

     

    
      	(c)	
              The
                Finance Parties, in appointing or refraining from appointing any
                receiver,
                will not incur liability to the receiver, APG or otherwise and will
                not be
                responsible for any misconduct or negligence of the
                receiver.

            


    

     

    
      
        
        

      

      
        page
          89

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	3.5	
              Appointment
                of attorney

            


    

     

    APG
      irrevocably appoints each of the Finance Parties (including any officer or
      agent
      of a Finance Party), acting separately or together, as attorney of APG (with
      full power of substitution) to do, make and execute, in the name of and on
      behalf of APG, on
      the
      occurrence and during the continuance of an Event of Default and at any other
      time
      that the
      Security Interest will be enforceable, all further acts, documents, matters
      and
      things which a Finance Party may deem necessary or advisable to accomplish
      the
      purposes of this agreement including the execution, endorsement and delivery
      of
      documents and any notices, receipts, assignments or verifications of the
      accounts. This power of attorney is irrevocable, is coupled with an interest,
      has been given for valuable consideration (the receipt and adequacy of which
      is
      acknowledged) and survives and does not terminate upon the bankruptcy,
      dissolution, winding up or insolvency of APG. All acts of the attorney are
      ratified and approved, and the attorney will not be liable for any act, failure
      to act or any other matter or thing, other than arising out of its own wilful
      misconduct, fraud or gross negligence.

     

    
      	3.6	
              Dealing
                with the Collateral

            


    

     

    
      	(a)	
              The
                Finance Parties will not be obliged to exhaust their recourse against
                APG
                or any other person or against any other security they may hold in
                respect
                of the Obligations before realizing on or otherwise dealing with
                the
                Collateral in any manner as the Finance Parties may consider
                desirable.

            


    

     

    
      	(b)	
              The
                Finance Parties may grant extensions or other indulgences, take and
                give
                up securities, accept compositions, grant releases and discharges
                and
                otherwise deal with APG and with other persons, sureties or securities
                as
                they may see fit without prejudice to the Obligations, the liability
                of
                APG or the rights of the Finance Parties in respect of the
                Collateral.

            


    

     

    
      	(c)	
              Except
                as otherwise provided by law or this agreement, the Finance Parties
                will
                not be:

            


    

     

    
      	 	
              (1)

            	
              liable
                or accountable for any failure to collect, realize or obtain payment
                in
                respect of the Collateral;

            


    

     

    
      	 	
              (2)

            	
              bound
                to institute proceedings for the purpose of collecting, enforcing,
                realizing or obtaining payment of the Collateral or for the purpose
                of
                preserving any rights of any persons in respect of the
                Collateral;

            


    

     

    
      	 	
              (3)

            	
              responsible
                for any loss occasioned by any sale or other dealing with the Collateral
                or by the retention of or failure to sell or otherwise deal with
                the
                Collateral; or 

            


    

     

    
      	 	
              (4)

            	
              bound
                to protect the Collateral from depreciating in value or becoming
                worthless.

            


    

     

    
      	3.7	
              Standards
                of sale

            


    

     

    Without
      prejudice to the ability of the Finance Parties to dispose of the Collateral
      in
      any manner which is commercially reasonable, APG acknowledges that:

     

    
      	(a)	
              Collateral
                may be disposed of in whole or in
                part;

            


    

     

    
      	(b)	
              Collateral
                may be disposed of by public auction, public tender or private contract,
                with or without advertising and without any other
                formality;

            


    

     

    
      	(c)	
              any
                assignee of that Collateral may be a customer of the Finance
                Parties;

            


    

     

    
      	(d)	
              a
                disposition of Collateral may be on those terms and conditions as
                to
                credit or otherwise as the Finance Parties, in their sole discretion,
                may
                deem advantageous; and

            


    

     

    
      	(e)	
              the
                Finance Parties may establish an upset or reserve bid or price in
                respect
                of Collateral.

            


    

     

    
      
        
        

      

      
        page
          90

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	
              3.8

            	
              Dealings
                by third parties

            


    

     

    
      	(a)	
              No
                person dealing with the Finance Parties or an agent or receiver will
                be
                required to determine:

            


    

     

    
      	 	
              (1)

            	
              whether
                the Security Interest has become enforceable;


            


    

     

    
      	 	
              (2)

            	
              whether
                the powers which that person is purporting to exercise have become
                exercisable;

            


    

     

    
      	 	
              (3)

            	
              whether
                any money remains due to the Finance Parties by APG;
                

            


    

     

    
      	 	
              (4)

            	
              the
                necessity or expediency of the stipulations and conditions subject
                to
                which any sale or lease is made; 

            


    

     

    
      	 	
              (5)

            	
              the
                propriety or regularity of any sale or other dealing by the Finance
                Parties with the Collateral; or 

            


    

     

    
      	 	
              (6)

            	
              how
                any money paid to the Finance Parties has been
                applied.

            


    

     

    
      	(b)	
              Any
                bona fide purchaser of all or any part of the Collateral from the
                Finance
                Parties or a receiver or agent will hold the Collateral absolutely,
                free
                from any claim or right of whatever kind, including any equity of
                redemption, of APG, which it specifically waives (to the fullest
                extent
                permitted by law) as against any purchaser together with all rights
                of
                redemption, stay or appraisal which APG has or may have under any
                rule of
                law or statute now existing or adopted in the
                future.

            


    

     

    
      	4	
              General

            


    

     

    
      	4.1	
              Discharge

            


    

     

    
      	(a)	
              The
                Security Interest will be discharged on, but only
                on:

            


    

     

    
      	 	
              (1)

            	
              full
                payment and performance of the Obligations; and


            


    

     

    
      	 	
              (2)

            	
              the
                Transaction Parties having no obligations under the Facility
                Agreements.

            


    

     

    
      	(b)	
              On
                discharge of the Security Interest and at the request and expense
                of APG,
                the Finance Parties will execute and deliver to APG those releases
                and
                discharges as APG may reasonably
                require.

            


    

     

    
      	4.2	
              Amendments

            


    

     

    No
      amendment or waiver of any provision of this agreement, nor consent to any
      departure by APG from those provisions, is effective unless in writing and
      approved by the Finance Parties. Any amendment, waiver or consent is effective
      only in the specific instance and for the specific purpose for which it was
      given.

     

    
      	4.3	
              Waivers

            


    

     

    No
      failure on the part of the Finance Parties to exercise, and no delay in
      exercising, any right under this agreement will operate as a waiver of that
      right; nor will any single or partial exercise of any right under this agreement
      preclude any other or further exercise of that right or the exercise of any
      other right.

     

    
      
        
        

      

      
        page
          91

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	4.4	
              No
                merger

            


    

     

    This
      agreement will not operate by way of merger of any of the Obligations and no
      judgment recovered by the Finance Parties will operate by way of merger of,
      or
      in any way affect, the Security Interest, which is in addition to, and not
      in
      substitution for, any other security now or subsequently held by the Finance
      Parties in respect of the Obligations.

     

    
      	4.5	
              Further
                assurances

            


    

     

    
      	(a)	
              APG
                will, from time to time, whether before or after the Security Interest
                has
                become enforceable, do all acts and things and execute and deliver
                all
                transfers, assignments and instruments as the Finance Parties may
                reasonably require for:

            


    

     

    
      	 	
              (1)

            	
              protecting
                the Collateral; 

            


    

     

    
      	 	
              (2)

            	
              perfecting
                the Security Interest; and 

            


    

     

    
      	 	
              (3)

            	
              exercising
                all powers, authorities and discretions conferred on the Finance
                Parties.
                

            


    

     

    
      	(b)	
              APG
                will, from time to time after the Security Interest has become
                enforceable, do all acts and things and execute and deliver all transfers,
                assignments and instruments as the Finance Parties may require for
                facilitating the sale or other disposition of the Collateral in connection
                with its realization.

            


    

     

    
      	4.6	
              Supplemental
                security

            


    

     

    This
      agreement is in addition to and without prejudice to and is supplemental to
      all
      other security now held or which may subsequently be held by the Finance
      Parties.

     

    
      	4.7	
              Notices

            


    

     

    Any
      notices, directions or other communications provided for in this agreement
      must
      be in writing and given in accordance with the provisions of the Facility
      Agreements.

     

    
      	4.8	
              Successors
                and assigns

            


    

     

    This
      agreement is binding on APG, its successors and assigns, and enures to the
      benefit of the Finance Parties and their successors and assigns. All rights
      of
      the Finance Parties are assignable and in any action brought by an assignee
      to
      enforce any of those rights, APG will not assert against the assignee any claim
      or defence which APG now has or may have against the Finance
      Parties.

     

    
      	4.9	
              Waiver
                and Variation

            


    

     

    
      	(a)	
              Waiver
                of a Power arising under, or a provision of, this agreement (including
                this clause), must be in writing and signed by the party granting
                the
                waiver.

            


    

     

    
      	(b)	
              A
                failure or delay in exercise, or partial exercise, of a Power (arising
                on
                the occurrence of an Event of Default or otherwise) does not operate
                as a
                waiver of that Power or preclude another or further exercise of that
                or
                another Power.

            


    

     

    
      	(c)	
              Any
                variation of a term of this agreement must be in writing and signed
                by the
                parties.

            


    

     

    
      
        
        

      

      
        page
          92

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	4.10	
              Gender
                and number

            


    

     

    Any
      reference in this agreement to gender includes all genders and words importing
      the singular number includes the plural and vice versa.

     

    
      	4.11	
              Headings

            


    

     

    The
      division of this agreement into clauses and the insertion of headings are for
      convenient reference only and are not to affect its interpretation.

     

    
      	4.12	
              Language

            


    

     

    The
      parties to this agreement expressly request and require that this agreement
      and
      all related documents be drafted in English. Les
      parties aux présentes conviennent et exigent que cette convention et tous les
      documents qui s'y rattachent soient rédigés en anglais.

     

    
      	4.13	
              Severability

            


    

     

    If
      any
      provision of this agreement is taken by any court of competent jurisdiction
      to
      be invalid or void, the remaining provisions will remain in full force and
      effect.

     

    
      	4.14	
              Governing
                law

            


    

     

    This
      agreement is governed by and interpreted and enforced in accordance with the
      laws of the Yukon Territory and the laws of Canada which are applicable in
      the
      Yukon Territory.

     

    [insert
      relevant execution clauses]

     

    
      
        
        

      

      
        page
          93

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	
              Schedule
                1 – Notices

               

            	 
	Notice
              details	 
	 	
               

              Apollo
                Gold Corporation

               

            
	
              Address

               

            	
              5655
                South Yosemite Street, Suite 200 Greenwood Village, Colorado 80111-3220,
                United States of America

               

            
	
              Attention

               

            	
              R.
                David Russell

               

            
	
              Phone

               

            	
              +1
                720 886 9656

               

            
	
              Fax

               

            	
              +1
                720 482 0957

               

            
	
              Email

               

            	
              auminer01@aol.com

               

            


    

     

    
      	
              Financier

               

            	
              RMB
                Australia Holdings Limited

               

            
	
              Address

               

            	
              Level
                13, 60 Castlereagh Street, Sydney, New South Wales
                2000,Australia

               

            
	
              Attention

               

            	
              Gregory
                Gay

               

            
	
              Phone

               

            	
              +61
                2 9253 6200

               

            
	
              Fax

               

            	
              +61
                2 9256 6291

               

            
	
              Email

               

            	
              greg.gay@rmb.com.au

               

            


    

     

    
      	
              Agent

               

            	
              RMB
                Resources Inc.

               

            
	
              Address

               

            	
              Suite
                900, 143 Union Boulevard, Lakewood, Colorado 80228, United States
                of
                America

               

            
	
              Attention

               

            	
              Rick
                Winters

               

            
	
              Phone

               

            	
              +1
                303 986 5135

               

            
	
              Fax

               

            	
              +1
                303 986 5136

               

            
	
              Email

               

            	
              rick.winters@rmbresources.com

               

            


    

     

    
      
        
        

      

      
        page
          94

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Schedule
                  9 RMB GSA

              


      

       

    

    
      	Schedule
              2 – APG place of business
	 
	
              Address: 5655
                South Yosemite Street 

              
                Suite
                  200 Greenwood Village

                Colorado
                  80111-3220

                United
                  States of America

                 

                Contact:
                  R.
                  David Russell

                Facsimile:         +1
                  720 482 0957

              

            


    

     

    
      
        
        

      

      
        page
          95

        
          

        

      

      
        
        

      

    

     

    Schedule
      10

     

    
      	Key
              Mineral Rights


    

     

    
      FEE
        LANDS

       

      
        
          	 	
                  Acres

                


        

      

       

      T.
        7 N., R. 4 W., Jefferson County, Montana


       

      
        	
                Section
                  1:

              	 	
                Tract
                  A (Tract 1) of Certificate of Survey No. 21135,

                Folio
                  646-B; Tract A of Certificate of Survey No.

                216150,
                  Folio 678-B; Lot 4, Lot 5

              	 	
                79.206

              
	 	 	 	 	 
	
                Section
                  4:

              	 	
                S1/2SW1/4,
                  Lot 10;

                Surface
                  only: Lots 17, 19, 20, 22, 23, 24, 25

                (Less
                  20-acre Reynolds Tract – reconveyed

                to
                  Virginia Reynolds in 1996)

              	 	
                218.68

              
	 	 	 	 	 
	
                Section
                  5:

              	 	
                SE1/4SE1/4;
                  Lot 11; SE1/4SW1/4;

                Surface
                  only: Lots 6, 19; SW1/4SW1/4

              	 	
                221.19

              
	 	 	 	 	 
	
                Section
                  8:

              	 	
                Lots
                  21, 24, 25, 26, 28, 29, 30, 31, 32, 33, 35,

                36,
                  37, 39, 40, 41, 43, 44;

                Surface
                  only: Lot 38

              	 	
                335.98

              
	 	 	 	 	 
	
                Section
                  9:

              	 	
                N1/2NW1/4;
                  NW1/4NE1/4; N1/2SW1/4SW1/4;

                N1/2S1/2SW1/4SW1/4;
                  SW1/4NW1/4; NW1/4SW1/4;

                Surface
                  only: Lots 3, 8, 9, 18

              	 	
                354.12

              
	 	 	 	 	 
	
                Section 16:

              	 	
                W1/2NW1/4;
                  SE1/4NW1/4; SW1/4NE1/4NW/4;

                N1/2SW1/4;
                  SW1/4SW1/4; NOTE: This description

                includes
                  all of Placer 2578, being the N1/2NW1/4NW1/4; 

                SW1/4NE1/4NW1/4
                  and the NE1/4SE1/4NW1/4;

                EXCEPTING
                  THEREFROM 2 parcels of land described

                in
                  Book “U” of Deeds, page 229 and Book 18 of Deeds,

                Pg
                  418

              	 	
                250.00

              


      

       

      
        
          
          

        

        
          page
            96

          
            

          

        

        
          
          

        

      

       

      
        	
                Section 17:

              	 	
                Lots
                  1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15,

                16,
                  17 – Except Parcel in Lots 5 & 7, described

                in
                  Bk 61 deeds, Pg 38

              	 	
                394.24

              


      

       

      T.
        7 N., R. 3 W., Jefferson County, Montana


       

      
        	
                Section
                  6:

              	 	
                Parcel
                  “A” - COS #132231, Folio 257C

              	 	
                2.603

              


      

       

      T.
        1 N., R. 12 W., Silver Bow County, Montana


       

      
        	
                Section
                  1:

              	 	
                Parcels
                  2 & 3 – COS #285-A

              	 	
                19.92

              


      

    

     

    
      
        
        

      

      
        page
          97

        
          

        

      

      
        
        

      

    

     

    PATENTED
      MINING CLAIMS

     

    
      	
              A.

            	
              The
                following patented mining claims, all located in Jefferson County,
                Montana, are identified by U.S. Mineral Survey Number, Section, Township
                and Range. 

            


    

    

      
        	
                NAME
                  OF CLAIM

              	 	
                U.S.
                  MS NO.

              	 	
                Section

              	 	
                Township &

                Range

              
	
                Placer

              	 	
                213

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Placer

              	 	
                258

              	 	
                8

              	 	
                7N4W

              
	
                Minah

              	 	
                286

              	 	
                8

              	 	
                7N4W

              
	
                Minah

              	 	
                381

              	 	
                8

              	 	
                7N4W

              
	
                North
                  Pacific, Lot 53A

              	 	
                474

              	 	
                9

              	 	
                7N4W

              
	
                Lot
                  53B

              	 	
                474

              	 	
                9

              	 	
                7N4W

              
	
                Somewhere

              	 	
                734

              	 	
                9

              	 	
                7N4W

              
	
                North
                  Atlantic

              	 	
                1649

              	 	
                9

              	 	
                7N4W

              
	
                Hillside

              	 	
                1870

              	 	
                7,
                  18

              	 	
                7N4W

              
	
                Homestake

              	 	
                2025

              	 	
                8

              	 	
                7N4W

              
	
                Iowa

              	 	
                2026

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                Iron
                  Dollar

              	 	
                2027

              	 	
                8

              	 	
                7N4W

              
	
                General
                  Harris

              	 	
                2038

              	 	
                8

              	 	
                7N4W

              
	
                Leadville

              	 	
                2038

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Annie
                  B

              	 	
                2064

              	 	
                8

              	 	
                7N4W

              
	
                Flagstaff

              	 	
                2122

              	 	
                4,
                  5

              	 	
                7N4W

              
	
                Russell

              	 	
                2732

              	 	
                9

              	 	
                7N4W

              
	
                San
                  Pedro Millsite, Lot B

              	 	
                4747

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                San
                  Pedro, Lot A

              	 	
                4747

              	 	
                8,
                  17

              	 	
                7N4W

              
	
                Blizzard

              	 	
                5456

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Superior

              	 	
                7582

              	 	
                23

              	 	
                7N4W

              
	
                Tamarack
                  Jr.

              	 	
                7583

              	 	
                23

              	 	
                7N4W

              
	
                Sinrock

              	 	
                7584

              	 	
                23

              	 	
                7N4W

              
	
                Slenes

              	 	
                7585

              	 	
                14,
                  23

              	 	
                7N4W

              
	
                Seva

              	 	
                7587

              	 	
                22

              	 	
                7N4W

              
	
                Golden
                  Star

              	 	
                7588

              	 	
                22

              	 	
                7N4W

              
	
                Red
                  Rock

              	 	
                7589

              	 	
                22

              	 	
                7N4W

              
	
                Fraction

              	 	
                7590

              	 	
                22

              	 	
                7N4W

              
	
                Copper
                  King

              	 	
                7591

              	 	
                22,
                  23

              	 	
                7N4W

              
	
                Elk

              	 	
                8241

              	 	
                15

              	 	
                7N4W

              
	
                Jockey
                  Boy

              	 	
                8242

              	 	
                15

              	 	
                7N4W

              
	
                American
                  Mint

              	 	
                8243

              	 	
                15

              	 	
                7N4W

              
	
                Song
                  Bird

              	 	
                8244

              	 	
                15

              	 	
                7N4W

              
	
                Ruby

              	 	
                8245

              	 	
                15

              	 	
                7N4W

              


      

       

      
        
          
          

        

        
          page
            98

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME
                  OF CLAIM

              	 	
                U.S.
                  MS NO.

              	 	
                Section

              	 	
                Township &

                Range

              
	
                Daisy

              	 	
                8246

              	 	
                15

              	 	
                7N4W

              
	
                Monitor

              	 	
                8247

              	 	
                15

              	 	
                7N4W

              
	
                Blue
                  Rock

              	 	
                8248

              	 	
                9,
                  10, 15, 16

              	 	
                7N4W

              
	
                Basin

              	 	
                8249

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Mammoth

              	 	
                8250

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Wickes

              	 	
                8251

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Covellite

              	 	
                8252

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Tom
                  Boy

              	 	
                8253

              	 	
                10

              	 	
                7N4W

              
	
                Chalcopgeite

              	 	
                8254

              	 	
                10

              	 	
                7N4W

              
	
                Jumper

              	 	
                8255

              	 	
                10

              	 	
                7N4W

              
	
                Equator

              	 	
                8256

              	 	
                10

              	 	
                7N4W

              
	
                Leamy
                  No. 1

              	 	
                8444

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Leamy
                  No. 2

              	 	
                8445

              	 	
                9

              	 	
                7N4W

              
	
                Alpine

              	 	
                8854

              	 	
                9

              	 	
                7N4W

              
	
                Butte

              	 	
                8854

              	 	
                9

              	 	
                7N4W

              
	
                Fair
                  Trial

              	 	
                8854

              	 	
                10

              	 	
                7N4W

              
	
                Anna
                  Lee

              	 	
                8865

              	 	
                10,
                  15

              	 	
                7N4W

              
	
                Bessie
                  H.

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              
	
                Walker

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N4W,
                  7N5W

              
	
                Catherine

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N4W,
                  7N5W 

              
	
                Dewey

              	 	
                8940

              	 	
                7,
                  12

              	 	
                7N5W,
                  7N4W

              
	
                Albert

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Anna

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Black
                  Rock No. 1

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Bonanza

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Chief
                  Joseph

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Col
                  Farish

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Dow

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Edwards

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                F.E.R.
                  (FRACTION)

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Glenbeg
                  No. 1

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Glenbeg
                  No.2

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Henrietta

              	 	
                8940

              	 	
                12

              	 	
                7N5W

              
	
                Kathleen

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Pine
                  Ridge

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Prosper

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Tell

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              


      

       

      
        
          
          

        

        
          page
            99

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME
                  OF CLAIM

              	 	
                U.S.
                  MS NO.

              	 	
                Section

              	 	
                Township &

                Range

              
	
                T.F.C.
                  

              	 	
                8940

              	 	
                7

              	 	
                7N4W

              
	
                Black
                  Rock No. 3

              	 	
                8940

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                May
                  Bird

              	 	
                8946

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Columbia

              	 	
                9080

              	 	
                15,
                  16

              	 	
                7N4W

              
	
                Gertie
                  R

              	 	
                9081

              	 	
                21

              	 	
                7N4W

              
	
                Highland

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Mary

              	 	
                9082

              	 	
                10

              	 	
                7N4W

              
	
                North
                  Alta 

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Spring

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Tunnel

              	 	
                9082

              	 	
                9,
                  10

              	 	
                7N4W

              
	
                Learned

              	 	
                9183

              	 	
                11

              	 	
                7N5W

              
	
                Black
                  Rock #2

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Chamberlin

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                D.E.D.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Geraldine
                  C.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Helena

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                Jordan

              	 	
                9184

              	 	
                7,
                  8

              	 	
                7N4W

              
	
                Missing
                  Link

              	 	
                9184

              	 	
                7,
                  18

              	 	
                7N4W

              
	
                Montana

              	 	
                9184

              	 	
                8

              	 	
                7N4W
                  

              
	
                P.Q.C.

              	 	
                9184

              	 	
                8

              	 	
                7N4W

              
	
                Ray

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                S.R.D.

              	 	
                9184

              	 	
                7

              	 	
                7N4W

              
	
                Last
                  Chance

              	 	
                9193

              	 	
                10

              	 	
                7N4W

              
	
                Babe

              	 	
                9325

              	 	
                16

              	 	
                7N4W

              
	
                Soldier
                  Boy

              	 	
                9641

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                U.S.

              	 	
                9641

              	 	
                9,
                  16

              	 	
                7N4W

              
	
                Butte

              	 	
                9915

              	 	
                12

              	 	
                7N4W

              
	
                Glasgow

              	 	
                9915

              	 	
                11,
                  13, 14

              	 	
                7N4W

              
	
                Gray
                  Eagle

              	 	
                9915

              	 	
                11,
                  12

              	 	
                7N4W

              
	
                Paris

              	 	
                9915

              	 	
                12

              	 	
                7N4W

              
	
                Nellie

              	 	
                10031

              	 	
                16

              	 	
                7N4W

              
	
                Houghton

              	 	
                10032

              	 	
                17
                  ,18

              	 	
                7N4W

              
	
                Wickes

              	 	
                10032

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Blizzard
                  No. 2

              	 	
                10033

              	 	
                18

              	 	
                7N4W

              
	
                Last
                  Chance

              	 	
                10640

              	 	
                9

              	 	
                7N4W

              
	
                Sure
                  Thing

              	 	
                10640

              	 	
                9

              	 	
                7N4W

              
	
                Little
                  Nancy

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              


      

       

      
        
          
          

        

        
          page
            100

          
            

          

        

        
          
          

        

      

       

      
        	
                NAME
                  OF CLAIM

              	 	
                U.S.
                  MS NO.

              	 	
                Section

              	 	
                Township &

                Range

              
	
                Elkador
                  Extension

              	 	
                8939

              	 	
                17

              	 	
                7N4W

              
	
                Elkador

              	 	
                2038

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Little
                  Nancy Extension

              	 	
                8939

              	 	
                17,
                  18

              	 	
                7N4W

              
	
                Simmons
                  Placer

              	 	
                4154

              	 	
                8,
                  17

              	 	
                7N4W
                  

              


      

    

     

    
      	
              B.

            	
              The
                Searchlight patented mining claim, M.S. No. 6640, and the Wasp
                patented mining claim, M.S. No. 6634, both of which are covered by
                that Exploration and Mining Lease dated March 19, 2004 between
                Fremont River Development Corporation and Montana Tunnels Mining,
                Inc.

            


    

     

    UNPATENTED
      MINING CLAIMS

     

    The
      following unpatented lode mining and millsite claims situate in Township 7
      North, Range 4 West, P.M.M., Jefferson County, Montana, to-wit:

    

      
        	
                County
                  Recording

              
	
                Claim
                  Name

              	 	
                Book

              	 	
                Page

              	 	
                BLM
                  MMC

              
	
                GG
                  41R

              	 	
                70

              	 	
                296

              	 	
                126750

              
	
                GG
                  42R

              	 	
                70

              	 	
                298

              	 	
                126751

              
	
                GG
                  45

              	 	
                66

              	 	
                28

              	 	
                81809

              
	
                GG
                  46

              	 	
                66

              	 	
                29

              	 	
                81810

              
	
                GG
                  47

              	 	
                66

              	 	
                30

              	 	
                81811

              
	
                GG
                  49

              	 	
                66

              	 	
                32

              	 	
                81813

              
	
                GG
                  50

              	 	
                66

              	 	
                33

              	 	
                81814

              
	
                GG
                  52

              	 	
                66

              	 	
                35

              	 	
                81816

              
	
                GG
                  52R

              	 	
                70

              	 	
                621

              	 	
                127830

              
	
                GG
                  53

              	 	
                70

              	 	
                639

              	 	
                81817

              
	
                GG
                  55

              	 	
                70

              	 	
                635

              	 	
                81819

              
	
                GG
                  113

              	 	
                66

              	 	
                420

              	 	
                86605

              
	
                AE
                  1

              	 	
                63

              	 	
                256

              	 	
                28456

              
	
                AE
                  2

              	 	
                63

              	 	
                258

              	 	
                28457

              
	
                AER
                  3

              	 	
                66

              	 	
                414

              	 	
                86606

              
	
                AER
                  4

              	 	
                66

              	 	
                415

              	 	
                86607

              
	
                AER
                  5

              	 	
                66

              	 	
                416

              	 	
                86608

              
	
                AER
                  6

              	 	
                66

              	 	
                417

              	 	
                86609

              
	
                AER
                  7

              	 	
                66

              	 	
                418

              	 	
                86610

              
	
                AER
                  8

              	 	
                66

              	 	
                498

              	 	
                88741

              
	
                AER
                  9

              	 	
                66

              	 	
                499

              	 	
                88742

              
	
                F
                  11R

              	 	
                70

              	 	
                280

              	 	
                126743

              
	
                F
                  15

              	 	
                69

              	 	
                541

              	 	
                86632

              
	 	 	
                70

              	 	
                645

              	 	 


      

       

      
        
          
          

        

        
          page
            101

          
            

          

        

        
          
          

        

      

       

      
        	
                County
                  Recording

              
	
                Claim
                  Name

              	 	
                Book

              	 	
                Page

              	 	
                BLM
                  MMC

              
	
                F
                  19

              	 	
                69

              	 	
                852

              	 	
                124060

              
	 	 	
                76

              	 	
                49-51

              	 	 
	 	 	
                76

              	 	
                129

              	 	 
	 	 	
                76

              	 	
                131

              	 	 
	
                F-16

              	 	
                75

              	 	
                803

              	 	
                200554

              
	
                F-17

              	 	
                70

              	 	
                643

              	 	
                121433

              
	
                F-18

              	 	
                69

              	 	
                686

              	 	
                121434

              
	
                F-22

              	 	
                70

              	 	
                286

              	 	
                126745

              
	
                F-23

              	 	
                70

              	 	
                629

              	 	
                127834

              
	
                F-24

              	 	
                70

              	 	
                288

              	 	
                126746

              
	
                F-25

              	 	
                70

              	 	
                292

              	 	
                126747

              
	
                F-26

              	 	
                70

              	 	
                290

              	 	
                126748

              
	
                F-27

              	 	
                70

              	 	
                294

              	 	
                126749

              
	
                ALTA
                  FRACTION NO. 5

              	 	
                74

              	 	
                456

              	 	
                183678

              
	
                ALTA
                  FRACTION NO. 6

              	 	
                74

              	 	
                458

              	 	
                183679

              
	
                ALTA
                  FRACTION NO. 7

              	 	
                74

              	 	
                460

              	 	
                183680

              
	
                GM
                  36

              	 	
                65

              	 	
                983

              	 	
                81868

              
	
                GM
                  54

              	 	
                66

              	 	
                903

              	 	
                101643

              
	
                MF
                  1

              	 	
                68

              	 	
                816

              	 	
                83464

              
	 	 	
                70

              	 	
                631

              	 	 
	 	 	
                75

              	 	
                800

              	 	 
	
                TBX
                  14

              	 	
                69

              	 	
                191

              	 	
                28455

              
	
                Kaki

              	 	
                69

              	 	
                193

              	 	
                28440

              
	 	 	
                76

              	 	
                141

              	 	 
	 	 	
                76

              	 	
                143

              	 	 


      

    

     

    Owner
      or
      Claimant: Montana
      Tunnels Mining, Inc.

     

    
      
        
        

      

      
        page
          102

        
          

        

      

      
        
        

      

    


    Schedule
      11

    
      
        	Current
                Insurance Policies
	
                APOLLO
                  GOLD/MONTANA TUNNELS

                Insurance
                  Program

                Through
                  June 30, 2008 

              


      

    

     

    
      
        	
                Description

              	 	 	 	 	 	
                2007-8

              
	
                Type

              	 	
                Insurer

              	 	
                Policy
                  Number

              	 	
                Coverage

              
	
                ·    
                  Auto

              	 	
                National
                  Union Fire Ins Co (AIG

              	 	
                CA
                  763-16-05

              	 	
                $1
                  million

              
	 	 	 	 	 	 	 
	
                ·    
                  General Liability & Emp Benefit

              	 	
                National
                  Union Fire Ins Co (AIG

              	 	
                GL
                  972-50-30

              	 	
                $2
                  million/$1K

              
	 	 	 	 	 	 	 
	
                ·    
                  Umbrella

              	 	
                National
                  Union Fire Ins Co (AIG)

              	 	
                BE7250685

              	 	
                $20
                  million/$10K

              
	 	 	 	 	 	 	 
	
                ·    
                  Workers Comp (Corporate)

              	 	
                New
                  Hampshire Insurance Company

              	 	
                WC
                  159-08-45

              	 	
                Statutory

              
	 	 	 	 	 	 	 
	
                ·    
                  Foreign Pkg (WC)

              	 	
                AIG

              	 	
                WR10006025

              	 	
                Statutory

              
	 	 	 	 	 	 	 
	
                ·    
                  Canadian Autos

              	 	
                Chubb
                  Ins Companies of Canada

              	 	
                37112596

              	 	
                $2
                  million/$1K

              
	 	 	 	 	 	 	 
	
                ·    
                  Canadian General Liability

              	 	
                American
                  Home Assurance Co

              	 	
                RMGALA5488551

              	 	
                $2
                  million/$1K

              
	 	 	 	 	 	 	 
	
                ·    
                  Property & Boiler,BI after 30 days

              	 	
                Zurich

              	 	
                IM4553928-02

              	 	
                $61
                  million/$500K (was $55 mil.)

              
	 	 	 	 	 	 	 
	
                ·    
                  Stock throughput Program (Transit)

              	 	
                Lloyds
                  of London

              	 	
                GMYA10L

              	 	
                $2.5
                  million/$5K

              
	 	 	 	 	 	 	 
	
                ·    
                  Directors and Officers (D&O)

              	 	
                National
                  Union Fire Ins Co (AIG)

              	 	
                659-63-98

              	 	
                $20
                  million/$100K/$150K (was $5+$5)

              
	 	 	 	 	 	 	 
	
                ·    
                  Excess D&O over $5 million

              	 	
                National
                  Union Fire Ins Co (AIG)

              	 	
                N/A

              	 	
                $5
                  million

              
	 	 	 	 	 	 	 
	
                ·    
                  Other Insurance

              	 	
                National
                  Union Fire Ins Co (AIG)

              	 	
                647-9816

              	 	
                $3
                  million

              
	 	 	 	 	 	 	 
	
                ·    
                  Commercial Crime

              	 	
                Hartford
                  Fire Insurance Co

              	 	
                00
                  FA 0233570-07

              	 	
                $3
                  million/$50K

              
	 	 	 	 	 	 	 
	
                ·    
                  Fiduciary Liability

              	 	
                Federal
                  Insurance Co (Chubb)

              	 	
                6801-6727

              	 	
                $1
                  million/$25K

              


      
     

    
      
        
        

      

      
        page
          103

        
          

        

      

      
        
        

      

       

    

    Schedule
      12

     

    
      
        	
              	
                
                

              	
                Excluded
                  Claims

              


      

    

     

    
      	 	
              1

            	
              GG
                41R

            


    

     

    
      	 	
              2

            	
              GG
                42R

            


    

     

    
      	 	
              3

            	
              GG
                49

            


    

     

    
      	 	
              4

            	
              GG
                50

            


    

     

    
      	 	
              5

            	
              GG52

            


    

     

    
      	 	
              6

            	
              GG
                52R

            


    

     

    
      	 	
              7

            	
              GG
                53

            


    

     

    
      	 	
              8

            	
              GG
                55

            


    

     

    
      	 	
              9

            	
              AER
                8

            


    

     

    
      	 	
              10

            	
              AER
                9

            


    

     

    
      	 	
              11

            	
              F-16

            


    

     

    
      	 	
              12

            	
              F-17

            


    

     

    
      	 	
              13

            	
              F-18

            


    

     

    
      	 	
              14

            	
              F-22

            


    

     

    
      	 	
              15

            	
              F-23

            


    

     

    
      	 	
              16

            	
              ALTA
                FRACTION NO. 5

            


    

     

    
      	 	
              17

            	
              ALTA
                FRACTION NO. 6

            


    

     

    
      	 	
              18

            	
              ALTA
                FRACTION NO. 7

            


    

     

    
      	 	
              19

            	
              GM
                36

            


    

     

    
      	 	
              20

            	
              GM
                54

            


    

     

    
      
        
        

      

      
        page
          104

        
          

        

      

      
        
        

      

       

    

    Schedule
      13

     

    
      	Extension
              Facility Repayment Schedule
	 	 	 	 
	
              Extension
                Facility Repayment Date

            	 	
              Extension Facility Repayment
                Amount

            	 
	
              31
                December 2008

            	 	
              $

            	
              1,716,667

            	 
	 	 	 	 	 
	
              31
                March 2009

            	 	
              $

            	
              1,716,667

            	 
	 	 	 	 	 
	
              30
                June 2009

            	 	
              $

            	
              1,716,666

            	 


    

     

    
      
        
        

      

      
        page
          105

        
          

        

      

      
        
        

      

    


    Schedule
      13

     

    
      	Officer’s
              certificate


    

     

    To: RMB
      Resources Inc.

     

    I
      [insert
      name]
      am a
[insert
      capacity - director/secretary]
      of each
      of [insert
      names of Transaction Parties]
      (each a
      Transaction Party).

     

    I
      refer
      to the facility agreement dated 12 October 2007 between Montana Tunnels Mining,
      Inc. (as Borrower),
      Apollo
      Gold Corporation, Apollo Gold Inc. (as Guarantors),
      RMB
      Australia Holdings Limited (as Financier)
      and RMB
      Resources Inc. (as Agent),
      as
      amended and restated by a Amendment and Restatement Agreement dated
      [insert
      date]
      between
      the Borrower, the Guarantors, the Financier and RMB Resources Inc. (Facility
      Agreement).

     

    A
      term
      defined in the Facility Agreement has the same meaning when used in this
      Certificate.

     

    I
      have
      been authorised by each Transaction Party to give this certificate.

     

    I
      certify
      as follows:

     

    
      	1	
              Relevant
                documents

            


    

     

    Attached
      to this certificate are true, complete and up-to-date copies of each of the
      following:

     

    
      	(a)	
              [power
                of attorney:
                a
                duly executed power of attorney granted by each Transaction Party
                authorising execution of the Transaction Documents to which it is
                a
                party;] [to
                be included if applicable]
                and 

            


    

     

    
      	(b)	
              board
                minutes: minutes
                of a meeting of the directors of each relevant Transaction Party
                approving
                the execution and performance of its obligations under the Amendment
                and
                Restatement Agreement and the RMB GSA to which it is expressed to
                be a
                party and the granting of the power of attorney referred to in
                paragraph (a) above.

            


    

     

    
      	2	
              No
                revocation

            


    

     

    Each
      document, power of attorney
      and
      resolution referred
      to in paragraph 1 is in full force and effect and has not been amended,
      modified or revoked.

     

    
      	3	
              Certification

            


    

     

    
      	(a)	
              The
                memorandum and articles of association, by-laws, constitution or
                other
                constating documents of each Transaction Party that were provided
                to the
                Agent on 12 October 2007 are true, complete and up-to-date, and have
                not
                been amended, modified or revoked since 12 October
                2007.

            


    

     

    
      	(b)	
              As
                at the date of execution of each the Amendment and Restatement Agreement
                and the RMB GSA, each Transaction Party is solvent and will not become
                insolvent by entering into and performing its obligations under each
                of
                the Amendment and Restatement Agreement and the RMB GSA to which
                is a
                party.

            


    

     

    
      
        
        

      

      
        page
          106

        
          

        

      

      
        
        

      

    

     

    
      	(c)	
              No
                Default has occurred and is continuing and no Default will arise
                if a
                Funding Portion is provided by the Financier under the Facility
                Agreement.

            


    

     

    
      	(d)	
              Since
                31 December 2006, and as at the date of this certificate, no event
                has
                occurred and is continuing which has had or is likely to have a Material
                Adverse Effect.

            


    

     

    
      	(e)	
              As
                at the date of this certificate, each representation and warranty
                in the
                Facility Agreement is true, correct and not
                misleading.

            


    

     

    Signed:
      

    [insert
      name and capacity – director/secretary]

    Date:
      

     

    
      
        
        

      

      
        page
          107

        
          

        

      

      
        
        

      

       

      

       

    

    Signing
      page

     

    
      	Executed
              as an agreement


    

     

    
      	 	
              Borrower

               

            
	 	
              Signed
                for 

              Montana
                Tunnels Mining, Inc.

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print name

            	 	 
	
               

              title

            	 	 


    

     

    
      	 	
              Guarantor

               

            
	 	
              Signed
                for 

              Apollo
                Gold Corporation

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print name

            	 	 
	
               

              title

            	 	 


    

     

    
      	 	
              Guarantor

               

            
	 	
              Signed
                for 

              Apollo
                Gold Inc.

              By
                its authorised signatory

            
	
               

              By:

            	 	 
	 	
              Authorised
                Signatory

            	 
	
               

              print name

            	 	 
	
               

              title

            	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        		
                Signing
                  page

              


      

       

    

    
      	 	
              Agent

               

            
	 	
              Signed
                for 

              RMB
                Resources Inc.

              By
                its authorised officer

            
	
               

              By:

            	 	 
	 	
              Authorised
                Officer

            	 
	
               

              print name

            	 	 
	
               

              title

            	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      

    

     

    
      	 	
              Financier

               

            
	 	
              Signed
                for 

              RMB
                Australia Holdings Limited

              By

            
	
               

              By:

            	 	 
	 	
              Director

            	 
	
               

              print name

            	 	 
	
               

              By:

            	 	 
	 	
              Director
                / Secretary

            	 
	
               

              print
                name

            	 	 
	
               

              title