Purchase
Agreement





This
Purchase Agreement (this “Agreement”) is made
as of the 12th day of
March, 2010 by and among Apollo Gold Corporation, a corporation organized under
the laws of the Yukon Territory (the “Company”), Calais
Resources Colorado, Inc., a Nevada corporation (“Calais Colorado”),
Calais Resources, Inc., a corporation organized under the laws of British
Columbia (“Calais
Resources” and, together with Calais Colorado, “Calais”) and Duane A.
Duffy, Glenn E. Duffy, Luke Garvey and James Ober, known as the Duffy Group
(each an “Investor” and
collectively, the “Investors”).




RECITALS




A.     
     On February 1, 2010, Apollo Gold, Inc., a direct
wholly owned subsidiary of the Company (“Seller”), entered
into a purchase agreement (the “Purchase Agreement”)
with Elkhorn Goldfields LLC (“Elkhorn”) and Calais
pursuant to which Elkhorn agreed to purchase all the outstanding capital stock
in Montana Tunnels Mining, Inc. (“Montana Tunnels”), an
indirect wholly owned subsidiary of the Company (the “Purchase
Transaction”).




B.       
    Pursuant to terms of the Purchase Agreement, Seller sold
all of the capital stock of Montana Tunnels in exchange for, among other things,
certain promissory notes held by Elkhorn (with Calais as obligor), some of which
are secured by deeds of trust registered against the real property described
therein (the “Property”).




C.       
    Calais is the borrower under a loan (the “Loan”) evidenced by a
promissory note dated August 11, 2005, in the original principal amount of
$807,650.11 (the “Promissory Note”),
and secured by a deed of trust in favor of the Investors recorded on August 23,
2005 (the “Deed of
Trust”), in the records of the Clerk and Recorder’s Office of Boulder
County, Colorado, at Reception No. 2715644 with respect to the
Property.  The Promissory Note, the Deed of Trust, all documents
related thereto, all interest, fees, penalties and other expenses owed by Calais
under any of the foregoing, and all amendments and modifications to any of the
foregoing, are collectively referred to herein as the “Loan
Property.”




E.       
     Immediately prior to the consummation of the
transactions contemplated by this Agreement, Calais issued Calais Resources
common shares to the Investors in payment of $435,347 of the outstanding balance
of the Loan (the “Calais Share
Issuance”).  Immediately following the Calais Share Issuance
and as of the execution hereof, the outstanding balance of the Loan, including
accrued interest, is $653,020.53.




F.   
        The Investors have agreed to
assign all right, title and interest to the Loan Property to the Company in
exchange for the issuance by the Company of 1,592,733 of the Company’s common
shares, no par value per share (the “Common
Stock”).


E-1


AGREEMENT




In
consideration of the mutual promises, representations, warranties, covenants and
conditions set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:




1.           Purchase and
Sale.




(a)         At the Closing and
pursuant to the terms of this Agreement, (a) the Company agrees to purchase, and
each Investor agrees to sell, assign, convey and deliver to the Company, all of
such Investor’s right, title and interest in and to the Loan Property, and (b)
in consideration and payment therefor, the Company shall issue to each Investor
the number of shares of Common Stock as set forth opposite such Investor’s name
on Exhibit A (the
“Shares”).




2.           Closing of the
Sale.  The closing of the transactions contemplated by this
Agreement (the “Closing”) will take
place at the offices of Davis Graham & Stubbs LLP, Suite 500, 1550
Seventeenth Street, Denver, Colorado 80202, at 9:00 a.m. (Denver time) on the
date of this Agreement (the “Closing Date”) or at
such other place and on such other date as may be mutually agreed by the
Investors and the Company, in which case Closing Date means the date so
agreed.  The failure of the Closing will not ipso facto result in
termination of this Agreement and will not relieve any party of any obligation
under this Agreement.  The Closing will be effective as of 12:00 a.m.
(Denver time) on the Closing Date.




3.            Closing
Deliveries.  Subject to the conditions set forth in this
Agreement, on the Closing Date:




3.1           The
Company will deliver to the Investors the Shares;




3.2           The
Investors will deliver or cause to be delivered to the Company:




(a)           a
duly executed and acknowledged Assignment of Promissory Note and Deed of Trust
with respect the Loan in the form attached hereto as Exhibit B, including the
recordable Assignment of Deed of Trust attached thereto (the “Instrument of
Assignment”);




(b)           a
duly executed endorsement to the Promissory Note in the form attached hereto as
Exhibit C (the “Endorsement”);




(c)           the
executed original of the Promissory Note and copies of all related documents,
instruments and files related to the Loan and the Promissory Note, if not
previously delivered to the Company;




(d)           the
original of the Investors’ current lender’s title policy with respect to the
Loan to the extent not previously delivered (the “Loan
Policy”);




(e)           a
duly executed notice to Calais that the Loan has been transferred to the Company
and directing Calais to make all future payments under the Loan to the
Company;





(f)           a
duly completed and executed Accredited Investor Certification from each Investor
in the form attached hereto as Exhibit D;




(g)           any
other recorded closing documents as are customary for transactions of this type
and reasonably requested by the Company;




3.3           All
actions to be taken by the Investors in connection with consummation of the
transactions contemplated by this Agreement and all certificates, opinions,
instruments and other documents required to be delivered by the Investors to
effect the transactions contemplated by this Agreement will be in form and
substance reasonably satisfactory to the Company and its counsel.  All
items delivered by the parties at the Closing will be deemed to have been
delivered simultaneously, and no items will be deemed delivered or waived until
all have been delivered.




3.4           After
the Closing Date, each of Calais, the Company and each Investor will take, and
will cause each of their affiliates to take, all appropriate action and execute
any documents, instruments or conveyances of any kind that may be reasonably
requested by another party to carry out any of the provisions of this Agreement
and agreements contemplated hereby, including as may be required to evidence the
Loan or any security interest thereunder.




4.            Representations and
Warranties of the Company.




4.1           The Representations and
Warranties.  The Company represents and warrants to each
Investor that each of the following statements is true and correct as of the
date hereof:




(a)           Organization; Good
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the Laws of its jurisdiction of
incorporation.  “Laws” shall mean
statutes, laws, ordinances, rules, regulations, decrees, writs, permits or
certificates of any governmental entity.




(b)           Authorization.  All
corporate action required to be taken by the Company’s Board of Directors in
order to authorize the Company to enter into this Agreement and to issue the
Shares has been taken or will be taken prior to the Closing.  All
action on the part of the officers of the Company necessary for the execution
and delivery of this Agreement, the performance of all obligations of the
Company under this Agreement to be performed as of or prior to the Closing, and
the issuance and delivery of the Shares has been taken or will be taken as of or
prior to the Closing.  This Agreement, when executed and delivered by
the Company, shall constitute a valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other Laws of general application relating to or
affecting the enforcement of creditors’ rights generally or (ii) as limited by
Laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies (the “Remedies
Exception”).




(c)           Valid
Issuance.  The Shares issued, sold and delivered in accordance
with the terms and for the consideration set forth in this Agreement are validly
issued, fully paid and nonassessable and free of restrictions on transfer other
than restrictions on transfer under this Agreement, applicable state and federal
securities Laws and liens or other impairment created or imposed by the
Investor.







5.           
Representations and
Warranties of the Investors.




5.1           The Representations and
Warranties.  Each Investor, jointly and severally, represents
and warrants to the Company that each of the following statements is true and
correct as of the date hereof:




(a)           Authorization.  Such
Investor has full power and authority to enter into this
Agreement.  This Agreement, when executed and delivered by or on
behalf of such Investor, will constitute a valid and legally binding obligation
of such Investor, enforceable in accordance with its terms, subject to the
Remedies Exception.




(b)           Purchase Entirely for Own
Account.  The Shares to be acquired by such Investor will be
acquired for investment for such Investor’s own account, not as a nominee or
agent, and not with a view to the resale or distribution of any part thereof,
and the Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same.  Such Investor further
represents that he or she does not presently have any contract, undertaking,
agreement or arrangement with any individual, general partnership, limited
partnership, joint venture, corporation, limited liability company, limited
liability partnership, association, trust, estate, unincorporated organization
or other enterprise or any governmental entity (each, a “Person”) to sell,
transfer or grant participations to such Person or to any third Person, with
respect to the Shares.  Notwithstanding the foregoing, the disposition
of such Investor’s property shall at all times remain within the sole control of
such Investor.




(c)           Restricted
Securities.  Such Investor understands that the Shares have not
been, and will not be, registered under the Securities Act of 1933, as amended
(the “Securities
Act”).  Such Investor understands that the Shares are
“restricted securities” under applicable U.S. federal and state securities Laws
and that, pursuant to these Laws, such Investor must hold theShares indefinitely
unless they are registered with the U.S. Securities and Exchange Commission and
qualified by state authorities, or an exemption from such registration and
qualification requirements is available.  Such Investor acknowledges
that the Company has no obligation to register or qualify the Shares for
resale.  Such Investor further acknowledges that if an exemption from
registration or qualification is available, it may be conditioned on various
requirements including, but not limited to, the time and manner of sale, the
holding period for the Shares, and on requirements relating to the Company which
are outside of such Investor’s control, and which the Company may not be able to
satisfy.




(d)           Disclosure of
Information.  Such Investor acknowledges that the Company made
available to such Investor information containing, among other things, certain
descriptions of the Company, its business, including a description of risk
factors, the financial statements and other matters that should be considered
when evaluating a possible investment in the Company.  Subject to
applicable Laws prohibiting disclosure of certain information in respect of the
Company, such Investor acknowledges that it has been furnished all information
regarding the Company which such Investor has requested and that it has been
afforded the opportunity to ask questions of and receive answers from officers
and other representatives of the Company about the Company and concerning the
terms and conditions of the offering and any additional information which such
Investor has requested.







(e)           Legends.  Such
Investor understands that the Shares will bear one or all of the following
legends:




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




(ii)       
    Any legend required by applicable stock exchange Laws to
the extent such Laws are applicable to the Shares represented by the certificate
so legended.




(iii)           Any
legend required by the securities Laws of any state or foreign jurisdiction to
the extent such Laws are applicable to the Shares represented by the certificate
so legended.




(f)           Accredited Investor;
Sophistication.  Such Investor is an accredited investor as
defined in Rule 501(a) of Regulation D promulgated under the Securities
Act, or, if not an accredited investor, has indicated such fact on the signature
page attached hereto.




(g)           Representation of Investment
Experience and Ability to Bear Risk.  Such Investor (i) is
knowledgeable and experienced with respect to the financial, tax and business
aspects of the ownership of the Shares and of the business of the Company and is
capable of evaluating the risks and merits of purchasing the Shares and, in
making a decision to proceed with this investment, has not relied upon any
representations, warranties or agreements, other than those set forth in this
Agreement, and (ii) can bear the economic risk of an investment in the
Company for an indefinite period of time, and can afford to suffer the complete
loss thereof.  Such Investor understands that Company is relying on
such Investor with respect to the accuracy of this
representation.





(h)           Suitability.  Such
Investor has evaluated the risks involved in investing in the Shares and has
determined that the Shares are a suitable investment for such
Investor.  Specifically, the aggregate amount of the investments such
Investor has in, and such Investor’s commitments to, all similar investments
that are illiquid is reasonable in relation to such Investor’s net worth, both
before and after the subscription for and purchase of the Shares pursuant to
this Agreement.




(i)           Residence.  Such
Investor maintains its domicile or principal place of business at the address
shown on Exhibit A to
this Agreement.




(j)           No
Recommendation.  Such Investor acknowledges that no foreign,
federal, or state authority has made a finding or determination as to the
fairness for investment of the Shares and no foreign, federal or state authority
has recommended or endorsed or will recommend or endorse this
offering.




(k)          Assignment of Loan
Property.  Such Investor has properly executed the Instrument
of Assignment and Endorsement (collectively, the “Assignment
Agreements”).  The Assignment Agreements are each valid,
binding, in full force and effect, and enforceable against such Investor in
accordance with their terms, except to the extent enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws
affecting the enforcement of creditors’ rights generally and by general
equitable principles.




(l)           Loan
Property.




(i)           Set
forth on Exhibit E is a
true, correct and complete list of all Contracts or other documents relating to
the Loan Property, true, correct and complete copies of which have been provided
to the Company.  “Contract” means a
contract, agreement, lease, commitment or binding understanding, whether oral or
written, that is in effect as of the date of this Agreement or any time after
the date of this Agreement.




(ii)         The
Investors are the sole, absolute owner of the Loan Property and the security
interests in the Property granted thereby, free and clear of liens and
encumbrances created by, through or under any Investor, with full right and
title to assign the same and the income and profits due or to become due
thereunder;




(iii)         The
Contracts and documents constituting the Loan Property are binding, valid and in
full force and effect and are enforceable in accordance with their terms,
subject to the Remedies Exception.  The Contracts and documents
constituting the Loan Property have not been modified or amended except as
stated on Exhibit
E;




(iv)         The
lien of the Deeds of Trust constituting a portion of the Loan Property is a
valid, perfected lien (subject only to the matters reflected in the Loan
Policy).  The real property against which the Deed of Trust is
recorded includes both real property owned by the Grantor, Calais, and a
contract right of Calais to acquire real property (primarily patented mining
claims) owned by Marlowe Harvey or an entity controlled by him (the “Harvey
Property”).  The Harvey Property is subject to the terms of that
certain Settlement Agreement and Mutual General Release, dated March 9, 2004, by
and among Calais Resources, Marlowe Harvey and the other parties thereto (the
“Harvey Agreement”);





(v)         The
assignment of the Loan Property will, when executed and delivered, transfer good
title to all of the same to the Company, free and clear of all liens and
encumbrances.  The real property against which the Deed of Trust is
recorded includes both real property owned by the Grantor, Calais, and a
contract right of Calais to acquire the Harvey Property.  The Harvey
Property is subject to the terms of the Harvey Agreement;




(vi)         There
is no outstanding assignment or pledge by the Investors of the Loan Property or
of the payments of principal and interest, income and profits due or to become
due thereunder;




(vii)        Except
for the fact that the Promissory Note is past due, there are no existing
defaults by Calais or any Investor under the terms of the documents constituting
the Loan Property;




(viii)       Calais
has no present defenses, set-offs, or counterclaims against the Investors (or
any predecessor-in-interest thereto) in respect of the Loan Property in respect
of the Loan Property which are known to the Investors;




(ix)          No
Investor has affirmatively waived any right under any of the Contracts and
documents constituting the Loan Property; and




(x)          Immediately
following the Calais Share Issuance, the outstanding balance of the Loan,
including accrued interest through the date hereof, is $653,020.53.




5.2           Reliance.  Such
Investor acknowledges that such Investor’s representations, warranties,
acknowledgments and agreements in this Agreement are true, correct and complete
in all respects and will be relied upon by the Company in determining such
Investor’s suitability as a purchaser of the Shares.




6.           Representations and
Warranties from Calais.




6.1           Ownership of the
Property.  Calais is the sole, absolute owner of the
Property.




6.2           Validity of Loan
Property.  The Contracts and documents constituting the Loan
Property are each valid, binding, in full force and effect, and enforceable
against Calais in accordance with their terms, subject to the Remedies
Exception.




6.3           Obligations.  Calais
intends to fully satisfy its obligations in respect of the Loan
Property.




6.4           Defaults.  Except
for the fact that the Promissory Note is past due, there are no existing
defaults by Calais under the terms of the Contracts and documents constituting
the Loan Property.







6.5           Defenses.  Calais
has no defenses, set-offs, or counterclaims against any Investor (or any other
holder of the Loan Property including, after the date hereof, the Company) under
any of the Contracts and documents constituting the Loan
Property.  This warranty by Calais is for the benefit of both the
Company and the Investors.




7.           General Contractual Matters
and Additional Agreements.




7.1           Forbearance; Interest
Rate.  In consideration of the commitments made by Calais
hereunder or in connection herewith, the Company agrees (i) to forbear from
enforcing its right to collect principal and interest outstanding under the
Promissory Note for a period of one year from the date hereof and (ii) that the
interest rate payable under the Promissory Note shall be eight percent (8%) for
the period commencing on the date hereof and ending on the first anniversary
hereof and, thereafter, the interest rate shall revert to such rate as is set
forth in the Promissory Note.  In addition, Calais hereby consents to
the assignment of the Loan Property to the Company in accordance with the terms
of this Agreement and the Assignment Agreements.  For the avoidance of
doubt, this Section 7.1 does not apply to the Investors.




7.2           Further
Assurances.  After the Closing and without further
consideration, each party hereto will from time to time, at the reasonable
request of any other party, execute and deliver such other instruments of
conveyance and transfer and such other instruments, documents and agreements and
take such other actions as such other party may reasonably request or as may be
reasonably requested by any applicable governmental entity or third party, in
each case, in order to more effectively or more expeditiously consummate any of
the transactions contemplated hereby and to vest in the Investors the right to,
title and interest in, the Shares.  The Company will use commercially
reasonable efforts to cooperate with the Investors as may be required from time
to time to enable such Investors to sell the Shares without registration under
the Securities Act within the limitations of Rule 144 under the Securities
Act.




7.3           Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties.  Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.




7.4           General
Interpretation.  The terms of this Agreement have been
negotiated by the parties hereto and the language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent.  This Agreement shall be construed without regard to
any presumption or rule requiring construction against the party causing such
instrument or any portion thereof to be drafted, or in favor of the party
receiving a particular benefit under this Agreement.  No rule of
strict construction will be applied against any Person.




7.5           Jury Trial
Waiver.  To the fullest extent permitted by Law, and as
separately bargained-for consideration, each party hereby waives any right to
trial by jury in any action, suit, proceeding or counterclaim of any kind
arising out of or relating to this Agreement.




7.6           Governing
Law.  This Agreement shall be governed by, and construed and
interpreted in accordance with, the Law of the State of Colorado, as applicable
to contracts executed and delivered in Colorado between Colorado residents and
which are to be performed wholly within Colorado, without regard to principles
of conflicts of Law.





7.7         
Counterparts;
Facsimile.  This Agreement may be executed and delivered by
facsimile signature or portable document format (PDF) by electronic mail and in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.




7.8         
Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.




7.9          Notices.  All
notices and other communications given or made pursuant to this Agreement shall
be in writing and shall be deemed effectively given upon the earlier of actual
receipt or: (i) personal delivery to the party to be notified; (ii) when sent,
if sent by electronic mail or facsimile during normal business hours of the
recipient, and if not sent during normal business hours, then on the recipient’s
next business day; (iii) five (5) days after having been sent by registered or
certified mail, return receipt requested, postage prepaid; or (iv) one (1)
business day after deposit with a nationally recognized overnight courier,
freight prepaid, specifying next business day delivery, with written
verification of receipt.  All communications shall be sent to the
respective parties at their address as set forth on the signature page included
herewith or to such e-mail address, facsimile number or address as subsequently
modified by written notice given in accordance with this Section.  If
notice is given to the Company, a copy, which shall not constitute notice, shall
also be sent to Davis Graham & Stubbs LLP, 1550 17th Street, Suite 500,
Denver, CO  80202; Attention: Timothy D. Rampe, Fax:
303-892-7400.  If notice is given to any Investor, a copy, which shall
not constitute notice, shall also be sent to Watrous Ehlers Mielke &
Goodwin, LLP, Ken Caryl Starr Centre, 7472 South Shaffer lane, Suite 100,
Littleton, Colorado 80127-7403; Attention: E. Rick Watrous, Fax:
303-932-8222.




7.10        Consent to
Jurisdiction.  The parties to this Agreement hereby consent to
the exclusive jurisdiction of the state courts in the State of Colorado, City
and County of Denver or the federal courts in the United States District Court
for the District of Colorado in connection with any matter or dispute arising
under this Agreement and waive any objection they may have to such jurisdiction
or to the venue of any such matter or dispute and any claim that such matter or
dispute has been brought in an inconvenient forum.  Effective service
of process may be made upon any party hereto pursuant to the notice provisions
of Section 7.9.




7.11        Fees and
Expenses.  Each party hereto will pay its own expenses in
connection with the execution of this Agreement and the consummation of the
transactions contemplated hereby, except that Calais will pay the Investors’
reasonable expenses incurred in connection with the same.




7.12        Amendments.  Except
as otherwise expressly set forth in this Agreement, any term of this Agreement
may be amended (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the Investors.  Any amendment effected in accordance with this
Section shall be binding upon the Investors.







7.13        Severability. If any
term of provision of this Agreement is determined to be illegal, unenforceable
or invalid in whole or in part for any reason, such illegal, unenforceable or
invalid provisions or party shall be stricken from this Agreement, and such
provision shall not affect the legality, enforceability or validity of the
remainder of this Agreement.  If any provision or part thereof of this
Agreement is stricken in accordance with the provisions of this Section, then
such provision shall be replaced, to extent possible, with a legal, enforceable
and valid provision that is as similar in tenor to the stricken provision as is
legally possible.




7.14        Waiver.  No
waiver of any provision or consent to any action shall constitute a waiver of
any other provision or consent to any other action, whether or not
similar.  No waiver or consent shall constitute a continuing waiver or
consent or commit a party to provide a waiver in the future except to the extent
specifically set forth in writing.




7.15        Delays or
Omissions.  No delay or omission to exercise any right, power
or remedy accruing to any party under this Agreement, upon any breach or default
of any other party under this Agreement, shall impair any such right, power or
remedy of such non-breaching or non-defaulting party nor shall it be construed
to be a waiver of any such breach or default, or an acquiescence therein, or of
or in any similar breach or default thereafter occurring; nor shall any waiver
of any single breach or default be deemed a waiver of any other breach or
default theretofore or thereafter occurring.  Any waiver, permit,
consent or approval of any kind or character on the part of any party of any
breach or default under this Agreement, or any waiver on the part of any party
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such
writing.




7.16        Entire
Agreement.  This Agreement and the documents and exhibits
referred to herein constitute the entire agreement among the parties and
supersede all prior communications, representations, understandings and
agreements of the parties with respect to the subject matter hereof and
thereof.  No party shall be liable or bound to any other party in any
manner by any warranties, representations or covenants except as specifically
set forth herein or therein.  The exhibits hereto are hereby
incorporated herein by reference.  Nothing in this Agreement, express
or implied, is intended to confer upon any third party any rights, remedies,
obligations or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.




7.17        Public
Announcements.  The Investors shall not, directly or
indirectly, issue any press release or otherwise make any public statement with
respect to any of the transactions contemplated by this Agreement without the
prior written consent of the Company.




[SIGNATURE
PAGE FOLLOWS]





IN WITNESS
WHEREOF, each Investor, the Company and Calais have executed this
Purchase Agreement as of the date first above written.





/s/
      Duane A. Duffy
                                        
                                        APOLLO
      GOLD, INC.Duane
      A. DuffyBy:
                                        /s/
      M. Williams/s/
      Glenn E. Duffy
                                        
                                        Name:
                                        M.
      WilliamsGlenn
      E. Duffy
                                        
                                        Title:
                                        Chief
      Financial Officer/s/
      Luke GarveyLuke
      Garvey
                                        
                                        CALAIS:/s/
      James Ober
                                        
                                        CALAIS
      RESOURCES COLORADO, INC.James
      OberBy:
                                        /s/
      Thomas S. HendricksName:
                                        Thomas
      S. HendricksTitle:
                                        PresidentCALAIS
      RESOURCES, INC.By:
                                        /s/
      David K. YoungName:
                                        David
      K. YoungTitle:
                                        President
      and Chief Executive
Officer