Agreement

     

    Montana
      Tunnels

    


    Amendment
      and 

    Restatement
      Agreement 

    
      

    

     

    Montana
      Tunnels Mining, Inc.

     

    Apollo
      Gold Corporation

     

    Apollo
      Gold Inc.

     

    RMB
      Australia Holdings Limited

     

    RMB
      Resources Inc.

     

    rowen.cross@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 Facsimile +61 8 9211 7878

              www.freehills.com
                DX 104 Perth

              Correspondent
                offices in Hanoi Ho Chi Minh City
                Jakarta

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    Contents

     

    
      	 	
              Table
                of contents

            
	 	 	 
	 	
              Operative
                Part

            	
              3

            
	 	 	 
	
              1

            	
              Definitions
                and interpretation

            	
              3

            
	 	 	 
	 	
              1.1    Definitions

            	
              3

            
	 	
              1.2    Interpretation

            	
              3

            
	 	
              1.3    Terms
                defined in the Amended Facility Agreement

            	
              3

            
	 	 	 
	
              2

            	
              Amendments
                to the Facility Agreement

            	
              3

            
	 	 	 
	
              3

            	
              Conditions
                Precedent

            	
              4

            
	 	 	 
	
              4

            	
              Satisfaction
                of Conditions Precedent

            	
              4

            
	 	 	 
	
              5

            	
              Ratification

            	
              4

            
	 	 	 
	
              6

            	
              Acknowledgments
                and covenants

            	
              4

            
	 	 	 
	 	
              6.1    General
                acknowledgements and covenants

            	
              4

            
	 	
              6.2    Guarantor
                acknowledgements and covenants

            	
              5

            
	 	 	 
	
              7

            	
              Governing
                law and jurisdiction

            	
              5

            
	 	 	 
	
              8

            	
              Counterparts

            	
              5

            
	 	 	 
	
              9

            	
              Attorneys

            	
              5

            
	 	 	 
	
              10

            	
              Costs
                and stamp duty

            	
              5

            
	 	 	 
	 	
              Schedule

            	
               

            
	 	 	 
	 	
              Notice

            	
              7

            
	 	 	 
	 	
              Signing
                page

            	
              8

            
	 	 	 
	 	Attachment –
              Amended Facility Agreement	 


    

     

    
      
        
        

      

      
        Contents 1

        
          

        

      

      
        
        

      

    

     

    

     

    Amendment
      and Restatement 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)

               

            
	
               

              Recitals

            	
               

              1     
                Under
                a facility agreement dated 12 October 2007 between the Borrower,
                the
                Financier, the 

                  Guarantors
                and
                the Agent the Lender provided to the Borrower a 

                  credit
                facility of up to US$8,000,000 to finance the development of the
                Montana
                Tunnels

                  Mine
                located near Helena, in Jefferson County, Montana,
                United States
                of America

                  (Facility
                Agreement).

               

            


    

     

    
      
        
        

      

      
        page
          1

        
          

        

      

      
        
        

      

    

     

    


     

    
      	 	
              2  
At
                the request of the Borrower, the Lender and the Agent have agreed
                to amend
                and 

                  supplement
                the
                Facility Agreement on the terms
                and conditions contained  in
                this agreement.

            


    

     

    
      
        
        

      

      
        page
          2

        
          

        

      

      
        
        

      

    


    

    Operative
      Part

     

    
      
        	 	
                 This
                  agreement witnesses as follows:

                 

              


        	 	 


        	1.	
                Definitions
                  and interpretation

              


      

      	 	 


      	1.1	
              Definitions

            


    

     

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

     

    
      	
              Term

            	
              Meaning

               

            
	
               

              Amended
                Facility Agreement 

               

            	
               

              the
                Facility Agreement as amended and supplemented in accordance with
                clause
                1.3.

               

            
	
               

              Conditions
                Precedent 

            	
               

              the
                conditions precedent set out in clause 3
                of
                this agreement.

               

            
	
               

              Effective
                Date 

            	
               

              the
                date specified as the ‘Effective Date’ in the notice given by the Agent
                under clause 4.

               

            
	
               

              Relevant
                Transaction Documents 

            	
               

              1  this
                agreement;

              2   the
                Amended Facility Agreement; and

              3      
                the
                Securities.

               

            


    

     

    
      	1.2	
              Interpretation

            


    

     

    
      	(a)	
              This
                agreement is supplemental to the Facility
                Agreement.

            


    

     

    
      	(b)	
              The
                principles of interpretation contained in clause 1.2 of the Facility
                Agreement apply, with any necessary changes, to this
                agreement.

            


    

     

    
      	1.3	
              Terms
                defined in the Amended Facility
                Agreement

            


    

     

    Any
      term
      defined in the Amended Facility Agreement has the same meaning when used in
      this
      agreement unless the context otherwise requires.

     

    
      
        	2	
                Amendments
                  to the Facility
                  Agreement

              


      

    

     

    On
      and
      from the Effective Date the Borrower, each Guarantor, the Lender and the Agent
      covenant and agree that the Facility Agreement is amended and supplemented
      in
      the manner set out in the Attachment. 

     

    
      
        
        

      

      
        page
          3

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            		
                     3 Conditions
                      Precedent

                  


          

        

         

      

    

    
      	3	
              Conditions
                Precedent

            


    

     

    The
      operation of this agreement is subject to and conditional on the Agent receiving
      each condition precedent described in clause 2.2 of the Amended Facility
      Agreement in form and substance satisfactory to the Agent.

     

     

    
      	4	
              Satisfaction
                of Conditions Precedent

            


    

     

    Once
      the
      Agent has received all of the Conditions Precedent, it must give written notice
      in the form of the schedule to the Borrower stating that the Conditions
      Precedent have been satisfied and nominating a date to be the Effective Date
      for
      the purposes of this agreement and the Amended Facility Agreement.

     

    
      	5	
              Ratification

            


    

     

    
      	(a)	
              The
                parties to this agreement ratify and confirm the Amended Facility
                Agreement and each of the other Transaction
                Documents.

            


    

     

    
      	(b)	
              On
                the Effective Date, the Borrower and each Guarantor gives all the
                representations and warranties set out in clause 7 of the Amended
                Facility
                Agreement with reference to the present facts and circumstances,
                as if
                made on the Effective Date.

            


    

     

    
      	6	
              Acknowledgments
                and covenants

            


      	 	 


      	6.1	General
              acknowledgements and covenants


    

     

    The
      Borrower and each Guarantor acknowledge, covenant and agree with the Lender
      and
      the Agent that:

     

    
      	(a)	
              it
                is a Default under the Amended Facility Agreement and the other
                Transaction Documents (including the Relevant Transaction Documents)
                if,
                immediately before the Effective Date occurs and the amendment set
                out in
                clause 2 of this agreement takes effect, a ‘Default’ (as that term is
                defined in the Facility Agreement) has occurred and is
                continuing;

            


    

     

    
      	(b)	
              the
                Relevant Transaction Documents are Transaction Documents for the
                purposes
                of the Amended Facility Agreement and each other Transaction
                Document;

            


    

     

    
      	(c)	
              this
                agreement and the Amended Facility Agreement will not abrogate, prejudice,
                discharge or limit in any way the enforceability of the Securities
                which
                continue to secure all obligations under the Amended Facility
                Agreement;

            


    

     

    
      	(d)	
              except
                to the extent expressly provided under this agreement, this agreement
                will
                not abrogate, prejudice, discharge, limit or affect in any way its
                duties,
                obligations and liabilities under any Transaction Document;
                and

            


    

     

    
      	(e)	
              each
                of the Securities to which it is a party secures each of its obligations
                under the Transaction Documents.

            


    

     

    
      
        
        

      

      
        page
          4

        
          

        

      

      
        
        

      

    

     

    
      
        
          		
                   7 Governing
                    law and jurisdiction

                


        

      

       

    

    
      	6.2	
              Guarantor
                acknowledgements and
                covenants

            


    

     

    Each
      Guarantor guarantees the obligations of the Borrower under the Amended Facility
      Agreement and acknowledges, covenants and agrees that each of the Securities
      to
      which it is a party is:

     

    
      	(a)	
              a
                principal obligation and is not ancillary to any Encumbrance (other
                than
                another Collateral Security) or other obligation however created;
                and

            


    

     

    
      	(b)	
              independent
                of and unaffected by any Collateral Security or other obligation
                however
                created which the Lender or Agent may hold at any time in respect
                of
                moneys secured under the
                Securities.

            


    

     

    
      	7	
              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.

            


    

     

    
      	8	
              Counterparts

            


    

     

    This
      agreement may be executed in any number of counterparts and different parties
      to
      this agreement on separate counterparts, each complete set of which, when so
      executed by all parties, are original but all counterparts together constitute
      one and the same instrument.

     

    
      	9	
              Attorneys

            


    

     

    Each
      of
      the attorneys executing this agreement respectively acknowledges that the
      attorney has at the time of executing this agreement no notice of the revocation
      of the power of attorney under the authority of which the attorney executes
      this
      agreement.

     

    
      	10	
              Costs
                and stamp duty

            


    

     

    The
      Borrower must pay all:

     

    
      	(a)	
              costs
                and disbursements incurred in connection with the negotiation,
                preparation, execution and completion of this agreement and all
                counterparts of this agreement; and

            


    

     

    
      
        	(b)	
                all
                  stamp duty payable on or in respect of this
                  agreement.

              


      

    

     

    
      
        
        

      

      
        page
          5

        
          

        

      

      
        
        

      

    

     

    
      
        		
                 10 Costs
                  and stamp duty

              


      

    

     

    
      
        
        

      

      
        page
          6

        
          

        

      

      
        
        

      

    

     

    

     

    Schedule

     

    Notice 

      

    

     

    
      	
            	To:	
              The
                Directors

            


      	 	 	 


      	 	 	Montana
              Tunnels Mining, Inc.


      	 	 	 


      	 	From:	RMB
              Resources Inc. (Agent)


    

     

    We
      refer
      to the agreement dated [insert date] entitled ‘Amendment and Restatement
      Agreement 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)
      (Amendment
      and Restatement Agreement).

     

    Under
      clause 4 of the Amendment and Restatement Agreement we give you notice
      that:

     

    
      	 	
              1

            	
              the
                conditions precedent in clause 4 of the Amendment and Restatement
                Agreement have been satisfied;

            


    

     

    
      	 	
              2

            	
              the
                Effective Date for the purposes of the Amendment and Restatement
                Agreement
                and the Amended Facility Agreement (as defined in the Amendment and
                Restatement Agreement) is [insert date];
                and

            


    

     

    
      	 	
              3

            	
              the
                amendments set out in clause 2 of the Amendment and Restatement Agreement
                take effect on and from the Effective
                Date.

            


    

     

    Dated:

    Signed
      for and on behalf of the Agent

    by

     

    
      
        

      

    

    Authorised
      Officer of the Agent

     

    
      
        
        

      

      
        page
          7

        
          

        

      

      
        
        

      

    

     

    

     

    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

            	 


    

     

    
      
        
        

      

      
        page
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              

            	
              Signing
                page

            


    

     

    
      	 	
              Agent

            
	 	 
	 	
              Signed
                for 

              RMB
                Resources Inc.

              By
                its authorised officer

            
	 	 
	
              By:

            	 
	 	
              Authorised
                Officer

            
	 	 
	
              print name

            	 
	 	 
	
              Title

            	 


    

     

    
      
        
        

      

      
        page
          9

        
          

        

      

      
        
        

      

    


    

     

    
      	 	
              Financier

            
	 	 
	 	
              Signed
                for 

              RMB
                Australia Holdings Limited

              By

            
	 	 
	
              By:

            	 
	 	
              Director

            
	 	 
	
              print
                name

            	 
	 	 
	
              By:

            	 
	 	
              Director
                / Secretary

            
	 	 
	
              print name

            	 
	 	 
	
              title

            	 


    

     

    
      
        
        

      

      
        page
          10

        
          

        

      

      
        
        

      

    


    

     

    Attachment –
      Amended Facility Agreement

    
      
        

      

    

     

    
      
        
        

      

      
        page
          1