Exhibit 4.7

A completed and originally executed copy of, and the other documents required to
be  delivered  with,  this  subscription  and  renunciation  agreement  must  be
delivered,  by  no  later than 1:00 p.m. (Toronto time) on November 21, 2002, to
Dundee  Securities  Corporation  at  Suite  400,  20 Queen Street West, Toronto,
Ontario  M5H  3R3,  Attention:  Ms.  V.  Jones  (Tel:  (416) 350-3303, Fax (416)
350-3312).

AS  DUNDEE  SECURITIES  CORPORATION, ONE OF THE AGENTS, THE DIRECTORS, OFFICERS,
EMPLOYEES  AND  AFFILIATES  THEREOF,  AND THE ASSOCIATES OF EACH OF THEM, OWN OR
CONTROL, AS OF NOVEMBER 20, 2002, IN AGGREGATE, COMMON SHARES OF THE CORPORATION
REPRESENTING  APPROXIMATELY  7.8%  OF THE PRESENTLY OUTSTANDING COMMON SHARES OF
THE  CORPORATION,  THE  CORPORATION IS A "CONNECTED ISSUER" OF DUNDEE SECURITIES
CORPORATION  FOR  PURPOSES  OF  APPLICABLE  SECURITIES LEGISLATION.  SEE "FEE TO
AGENTS  AND  CONFLICT  OF  INTEREST  -  CONFLICT  OF  INTEREST.  "

                    SUBSCRIPTION AND RENUNCIATION AGREEMENT

TO:  Purchasers  of  Flow-Through  Common  Shares  of Apollo Gold Corporation

Dear Sirs:

RE:  SALE OF FLOW-THROUGH COMMON SHARES
---------------------------------------

This  subscription  and  renunciation  agreement is to confirm your agreement to
purchase  from Apollo Gold Corporation (the "Corporation"), subject to the terms
and  conditions set forth herein, that number of "flow-through" common shares of
the  Corporation  at  the  price  of  $3.00 per "flow-through" common share (the
"Purchase  Price")  set  out  above  your name on the execution page hereof (the
"Purchased  Securities").  A  term  sheet  with  respect  to the offering of the
Purchased  Securities is attached hereto as schedule A.  The Corporation and the
undersigned agree that the Purchased Securities will be "flow-through shares" as
defined  in  subsection  66(15) of the Income Tax Act (Canada) and, accordingly,
the  Corporation  agrees  to:

     (a)  incur  Resource  Expenses  (as hereinafter defined) which qualify as a
          Flow-Through  Mining Expenditure (as hereinafter defined) in an amount
          equal  to  the  Commitment  Amount (as hereinafter defined) during the
          period  from  and after the Closing Date to and including December 31,
          2003;  and

     (b)  renounce  Resource  Expenses  which  qualify  as a Flow-Through Mining
          Expenditure  equal to the Commitment Amount to the undersigned with an
          effective  date  no  later  than  December  31,  2002.

There  is  no  minimum amount required to be raised by the sale of the Purchased
Securities  and  the  proceeds  of  the Purchased Securities will be immediately
available  to  the  Corporation.

1.   DEFINITIONS AND TAXATION ACT (QUEBEC)
     -------------------------------------

     (a)  Definitions:  In  this subscription and renunciation agreement, unless
          -----------
          the  context  otherwise  requires:

          (i)  "Agency  Agreement"  means  the  agency agreement dated as of the
               Closing  Date  between  the  Corporation  and  the  Agents;


<PAGE>
                                      -2-


         (ii)  "Agents"  means  Dundee  Securities  Corporation  and BMO Nesbitt
               Burns  Inc.  collectively;

        (iii)  "Business Day"  means a day on which Canadian chartered banks are
               open  for  the  transaction  of  regular  business in the City of
               Toronto,  Ontario;

         (iv)  "Canadian Exploration Expense" or "CEE" means an expense incurred
               in 2002 or 2003 of the nature referred to in paragraph (f) of the
               definition  of Canadian exploration expense in subsection 66.1(6)
               of  the  Tax  Act,  other than amounts which are prescribed to be
               "Canadian  exploration  and development overhead expense" for the
               purposes of the Tax Act or the cost of acquiring or obtaining the
               use  of  seismic data described in paragraph 66(12.6)(b.1) of the
               Tax  Act or any expenses for prepaid services or rent that do not
               qualify  as  outlays  and expenses for the period as described in
               the  definition  "expense"  in  paragraph  66(15) of the Tax Act;

          (v)  "Closing"  means  the  closing  of  the  purchase and sale of the
               Purchased  Securities;

         (vi)  "Closing  Date" means November 21, 2002 or such other date as the
               Corporation  and  the  Agents may mutually agree upon in writing;

        (vii)  "Commitment  Amount"  means the amount paid by the Subscriber for
               the  Purchased  Securities;

       (viii)  "Common  Shares" means the common shares of the Corporation as
               constituted  on  the  date  hereof;

         (ix)  "Corporation"  means  Apollo  Gold  Corporation,  a  corporation
               amalgamated  under  the  Business  Corporations  Act  (Ontario);

          (x)  "Dollar"  or  "$"  means  a  dollar  of  lawful  money of Canada;

         (xi)  "Flow-Through  Mining  Expenditure"  means  an expense which is a
               "flow-through mining expenditure" as defined in subsection 127(9)
               of  the  Tax  Act;

        (xii)  "Flow-Through  Shares"  means flow-through  shares  as defined in
               subsection  66(15)  of  the  Tax  Act;

       (xiii)  "Information"  means  all  information  regarding the Corporation
               that  is,  or  becomes,  publicly  available,  together  with all
               information  prepared  by  the  Corporation  and  provided to the
               Agents or to potential purchasers of the Purchased Securities, if
               any,  and  includes but is not limited to, all press releases and
               material  change  reports  of  the  Corporation;

        (xiv)  "Person"  means  an  individual,  a  firm,  a  corporation,  a
               syndicate,  a  partnership,  a  trust,  an  association,  an
               unincorporated organization, a joint venture, an investment club,
               a  government  or  an agency or political subdivision thereof and
               every other form of legal or business entity of whatsoever nature
               or  kind;

         (xv)  "Prescribed  Forms"  means the forms prescribed from time to time
               under subsection 66(12.7) of the Tax Act and under the applicable
               provision  of the


<PAGE>
                                      -3-


               Taxation Act (Quebec) as described in paragraph 1(b) hereof filed
               or  to  be  filed  by the Corporation within the prescribed times
               renouncing  to  the  Subscriber  the  Resource  Expenses incurred
               pursuant  to  this Subscription Agreement and all parts or copies
               of  such  forms required by Revenue Canada and under the Taxation
               Act  (Quebec)  as  described  in  paragraph  1(b)  hereof  to  be
               delivered  to  the  Subscriber;

        (xvi)  "Prescribed  Relationship"  means  a  relationship  between  the
               Corporation  and  the  Subscriber  where  the  Subscriber and the
               Corporation  are related or otherwise do not deal at arm's length
               for  purposes  of  the  Tax  Act;

       (xvii)  "Purchase  Price"  means  $3.00  per  Purchased  Security;

      (xviii)  "Purchased  Securities"  means  the up to 1,500,000 Common Shares
               which  are  Flow-Through  Shares  offered for sale by the Agents;

        (xix)  "Reporting  Provinces"  means  the Provinces of British Columbia,
               Alberta,  Manitoba  and  Ontario  collectively;

         (xx)  "Resource  Expense" means an expense which is CEE which qualifies
               as  a  Flow-Through  Mining  Expenditure  which is incurred on or
               after  the  Closing  Date  and  on or before the Termination Date
               which  may be renounced by the Corporation pursuant to subsection
               66(12.6)  of  the  Tax  Act with an effective date not later than
               December  31,  2002  and  in  respect  of  which,  but  for  the
               renunciation,  the  Corporation  would be entitled to a deduction
               from  income  for  income  tax  purposes;

        (xxi)  "Revenue  Canada"  means the Canada Customs and Revenue Agency;

       (xxii)  "Stock  Exchange"  means  The  Toronto  Stock  Exchange;

      (xxiii)  "Subscriber"  means  the  Person  purchasing  the  Purchased
               Securities  and  whose name appears on the execution page hereof;

       (xxiv)  "Subscription  Agreement"  means  this  subscription  and
               renunciation  agreement  as the same may be amended, supplemented
               or  restated  from  time  to  time;

        (xxv) "Subsidiaries"  means  Apollo  Gold, Inc., Apollo Gold Exploration
               Inc.,  Montana  Tunnels  Mining,  Inc. and Florida Canyon Mining,
               Inc.  collectively;

       (xxvi)  "Tax  Act"  means  the  Income  Tax  Act  (Canada),  as  amended,
               reenacted  or  replaced  from  time  to  time;  and

      (xxvii)  "Termination Date" means December 31, 2003.

     (b)  Taxation  Act(Quebec):  Any reference to a word or term defined in the
          ---------------------
          Tax  Act  shall  include,  for  purposes  of Quebec income taxation, a
          reference  to  the  equivalent  word  or  term, if any, defined in the
          Taxation  Act  (Quebec)  as  such  act  may  be  amended, reenacted or
          replaced  from  time  to  time.  Any  reference  to  the  Tax Act or a
          provision  thereof  shall  include,  for  purposes  of  Quebec  income
          taxation,  a  reference to the Taxation Act (Quebec) or the equivalent
          provision  thereof  as such act may be amended, re-enacted or replaced
          from  time  to  time. Any reference to a filing or similar requirement
          imposed under the Tax Act shall include, for purposes of Quebec income
          taxation, a reference to the equivalent filing or similar requirement,
          where  applicable,  under the Taxation Act (Quebec) as the Tax Act may
          be  amended,  re-enacted  or


<PAGE>
                                      -4-


          replaced  from  time  to  time; provided that, if no filing or similar
          requirement is provided under the Taxation Act (Quebec), a copy of any
          material  filed  under  such  act shall be filed with the Ministere du
          Revenue  Quebec.

2.     CONDITIONS  OF  PURCHASE
       ------------------------

In  connection  with  your  purchase  of the Purchased Securities, the following
documents  are  attached hereto which you are requested to complete and sign, as
required,  and  return  together  with  an  executed  copy  of this Subscription
Agreement  as soon as possible and in any event no later than 1:00 p.m. (Toronto
time)  on  November  21,  2002:

     (a)  schedule  B,  a private placement questionnaire and undertaking in the
          form  required  by  the  Stock  Exchange;

     (b)  schedule  C,  with  respect to registration and delivery instructions;
          and

     (c)  if  you  are a resident of, or are otherwise subject to the securities
          laws  of,  the  Province  of  Ontario,  schedule D, being your Ontario
          "accredited  investor"  certification.

The  obligation  of  the  Corporation to sell the Purchased Securities to you is
subject  to,  among  other  things,  the  conditions  that:

     (a)  you execute and return all documents required by applicable securities
          legislation  and  the  Stock  Exchange  for  delivery  on your behalf,
          including  the  forms  set out in schedules B to D attached hereto, as
          applicable, to the Corporation as the sale of the Purchased Securities
          by  the  Corporation to you will not be qualified by a prospectus; and

     (b)  all necessary regulatory approvals being obtained prior to the Closing
          Date.

By  returning  this  Subscription  Agreement  you  consent  to the filing by the
Corporation  of  all documents required by applicable securities legislation and
the  Stock  Exchange.

You agree to comply with all applicable securities laws and with the policies of
the  Stock  Exchange  concerning the purchase of, the holding of, and the resale
restrictions  applicable  to,  the  Purchased  Securities.

You  acknowledge  that  the  Corporation has the right to close the subscription
books at any time without notice and to accept or reject any subscription in its
sole  discretion.

3.     THE  CLOSING
       ------------

Delivery  and  payment  for  the  Purchased  Securities will be completed at the
closing  of  the purchase and sale of the Purchased Securities at the offices of
Fogler,  Rubinoff  LLP  at 2:00 p.m., Toronto time, on the Closing Date.  If, at
the  Closing,  the  terms  and conditions contained in the Agency Agreement have
been  complied  with  to the satisfaction of the Agents or waived by the Agents,
the  Agents  will  deliver  to  the  Corporation  all  completed  subscription
agreements,  including  this  Subscription  Agreement,  and  deliver  to


<PAGE>
                                      -5-


the  Corporation  the  aggregate  subscription  proceeds against delivery by the
Corporation of certificates representing the Purchased Securities and such other
documentation  as  may  be  requested  by  the  Agents.

A  certificate  representing  the  Purchased  Securities  will  be available for
delivery  to  you  against payment to the Agent through which you subscribed for
the  Purchased  Securities of the amount of the Purchase Price for the Purchased
Securities in freely transferable Canadian funds.  Such payment is to be made by
bank  draft,  certified  cheque  or  other  form  of immediately available funds
payable  in  favour  of the Agent through which you subscribed for the Purchased
Securities  or  such other Person as such Agent shall advise you.  If you do not
choose to attend on the Closing Date to receive the certificate representing the
Purchased  Securities,  you  hereby irrevocably appoint any one of the Agents to
act  as  your  agent  for  the  purpose  of acting as your representative at the
Closing  and to execute in your name and on your behalf all closing receipts and
documents required, completing or correcting any errors or omissions in any form
or  document  provided  by  you,  approving  any  opinion,  certificate or other
document  addressed  to  you,  waiving, in whole or in part, any representation,
warranty,  covenant  or  condition  for your benefit and contained in the Agency
Agreement or in this Subscription Agreement, exercising any right of termination
contained  in  the  Agency  Agreement  and accepting delivery of the certificate
representing  the  Purchased  Securities  on  the  Closing  Date.

4.     PROSPECTUS  EXEMPTIONS
       ----------------------

The  sale  of  the Purchased Securities by the Corporation to you is conditional
upon  such  sale  being  exempt  from  the  requirements  as  to the filing of a
prospectus  and as to the preparation of an offering memorandum contained in any
statute,  regulation,  instrument,  rule or policy applicable to the sale of the
Purchased  Securities or upon the issue of such orders, consents or approvals as
may  be  required  to  permit  such  sale  without  the  requirement of filing a
prospectus  or  delivering  an  offering  memorandum.

You acknowledge and agree that you:

     (a)  have  been  independently  advised  as  to,  or  are  aware  of,  the
          restrictions  with respect to trading in, and the restricted period or
          hold  period  applicable  to,  the  Purchased  Securities  imposed  by
          securities  legislation  in the jurisdiction in which you reside or to
          which  you  are  subject  and  by  the Stock Exchange, that a suitable
          legend  or  legends will be placed on the certificate representing the
          Purchased  Securities  to  reflect  the applicable restricted and hold
          period  to  which  the  Purchased  Securities  are subject and you are
          hereby  advised  that  such  securities  can not be traded through the
          facilities  of  the  Stock Exchange since the certificate representing
          such  securities  is  not  freely transferable and consequently is not
          "good  delivery"  in  settlement of transactions on the Stock Exchange
          and  that  the  Stock Exchange will deem you to be responsible for any
          loss  incurred  on  a  sale  made  by  you  in  such  securities;

     (b)  have  not  received  or  been  provided  with  a  prospectus, offering
          memorandum  or  similar  document and that your decision to enter into
          this  Subscription  Agreement and to purchase the Purchased Securities
          from  the  Corporation  has  not been based upon any verbal or written
          representation  as  to  fact  or otherwise made by or on behalf of the
          Corporation  or  either  of the Agents and that your decision is based
          entirely  upon  publicly  available  information  concerning  the
          Corporation;  and

     (c)  as  a  consequence  of  the  exempt  sale,

          (i)  you are restricted from using most civil remedies available under
               applicable  securities  legislation,


<PAGE>
                                      -6-


         (ii)  you  may not receive information that would otherwise be required
               to  be  given  under  applicable  securities  legislation;  and

        (iii)  the Corporation is relieved from certain obligations that would
               otherwise  apply  under  applicable  securities  legislation.

You  further  acknowledge  and agree that the Agents assume no responsibility or
liability  of  any  nature  whatsoever  for the accuracy or adequacy of any such
publicly  available  information or as to whether all information concerning the
Corporation  required  to  be  disclosed  by  it  has  been generally disclosed.

By  your acceptance of this Subscription Agreement, you represent and warrant to
the  Agents  and  to the Corporation (which representations and warranties shall
survive  the  Closing)  that:

     (a)  You  are  resident  in  the  jurisdiction  set  out  under the heading
          "Address" below your signature set forth on the execution page of this
          Subscription  Agreement  and  you  were  not  offered  the  Purchased
          Securities,  and  did  not  execute  or  deliver  this  Subscription
          Agreement,  in  the  United  States.

     (b)  If  you  are  not  an  individual  (i)  you have the legal capacity to
          authorize,  execute  and deliver this Subscription Agreement, and (ii)
          the  individual  signing  this  Subscription  Agreement  has been duly
          authorized  to  execute  and  deliver  this  Subscription  Agreement.

     (c)  None  of  the funds you are using to purchase the Purchased Securities
          are  to  your  knowledge  proceeds  obtained  or  derived  directly or
          indirectly  as  a  result  of  illegal  activities.

     (d)  You  are  at arm's-length, within the meaning of applicable securities
          legislation,  the Tax Act and the policies of the Stock Exchange, with
          the  Corporation.

     (e)  You  are  not  a  "promoter"  of the Corporation within the meaning of
          applicable  securities  legislation.

     (f)  You  are capable of assessing the proposed investment in the Purchased
          Securities  as  a result of your financial or investment experience or
          as a result of advice received from a registered person other than the
          Corporation  or  an  affiliate  thereof  and  you are able to bear the
          economic  loss  of  your  investment  in  the  Purchased  Securities.

     (g)  You  are  not  a  U.S.  Person (as that term is defined in Rule 902 of
          Regulation  S  under  the  Securities  Act of 1933 (United States), as
          amended)  and  are not and will not be purchasing Purchased Securities
          for  the  account  or  benefit  of  any  U.S.  Person.

     (h)  The  Purchased  Securities  to  be  issued  hereunder  are  not  being
          purchased  with  knowledge  of any material fact about the Corporation
          that  has  not  been  generally  disclosed.

     (i)  You  acknowledge  that  no  agency, governmental authority, securities
          commission  or similar regulatory body, stock exchange or other entity
          has reviewed, passed on or made any finding or determination as to the
          merit  for  investment  of  the Purchased Securities nor have any such
          agencies  or  governmental  authorities  made  any  recommendation  or
          endorsement  with  respect  to  the  Purchased  Securities.


<PAGE>
                                      -7-


     (j)  This  Subscription Agreement has been duly executed and delivered and,
          when  accepted  by  the Corporation, will constitute your legal, valid
          and  binding obligation enforceable against you in accordance with the
          terms  hereof.

     (k)  You  are  purchasing the Purchased Securities as principal and you are
          an  "accredited  investor"  within  the  meaning of Rule 45-501 of the
          Ontario  Securities  Commission  and  have  concurrently  executed and
          delivered  a  certificate  in  the form attached as schedule E hereto.

     (l)  The provisions of paragraphs (a) to (k) of this section 4 will be true
          and  correct  both  as  of  the date of execution of this Subscription
          Agreement  and  as  of  the  Closing  Date.

5.     LEGENDS:
       -------

You  acknowledge that the certificate representing the Purchased Securities will
bear  the  following  legends:

"UNLESS  PERMITTED  UNDER  SECURITIES  LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED  BY  THIS  CERTIFICATE  SHALL NOT TRADE THESE SECURITIES BEFORE [the
date  that is four months and one day after the Closing Date will be inserted]."

and

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

provided  that  subsequent  to  the date which four months and one day after the
Closing  Date  the  certificate  representing  the  Purchased  Securities may be
exchanged  for  a  certificate  bearing  no  such  legends.

6.     REPRESENTATIONS  AND  WARRANTIES
       --------------------------------

The  Corporation hereby represents and warrants to the Subscriber as follows and
acknowledges  and  confirms  that  the  Subscriber  is  relying  upon  such
representations  and warranties in entering into this Subscription Agreement and
completing  the  transactions  contemplated:

     (a)  Incorporation  and  Organization:  The Corporation and each Subsidiary
          --------------------------------
          has  been  incorporated  and  organized  and is a valid and subsisting
          corporation  under  the  laws of its jurisdiction of incorporation and
          has  all  requisite  corporate  power  and  authority  to carry on its
          business  as  now  conducted or proposed to be conducted and to own or
          lease  and operate the property and assets thereof and the Corporation
          has all requisite corporate power and authority to enter into, execute
          and deliver this Subscription and to carry out the obligations thereof
          hereunder.

     (b)  Extra-provincial  Registration: The Corporation and each Subsidiary is
          ------------------------------
          licensed,  registered  or  qualified as an extra-provincial or foreign
          corporation  in  all jurisdictions where the character of the property
          or  assets  thereof  owned  or  leased or the nature of the activities
          conducted  by  it  make  licensing,  registration  or  qualification
          necessary  and  is


<PAGE>
                                      -8-


          carrying  on  the  business  thereof in compliance with all applicable
          laws,  rules  and  regulations  of  each  such  jurisdiction.

     (c)  Authorized  Capital:  The  Corporation  is  authorized to issue, among
          -------------------
          other  things,  an  unlimited number of Common Shares, of which, as of
          the  date  hereof, 33,554,128 Common Shares are issued and outstanding
          as  fully  paid  and  non-assessable  shares.

     (d)  Listing:  The  Common  Shares  are,  and  at  the time of issue of the
          -------
          Purchased  Securities  will  be,  listed on the Stock Exchange and the
          Purchased  Securities  will,  at  the  time  of issue of the Purchased
          Securities,  be  conditionally  approved  for  listing  on  the  Stock
          Exchange.  The  Corporation  has  not  issued, or agreed to issue, any
          Common  Shares  or  any securities exchangeable or exercisable for, or
          convertible into, Common Shares at an effective price per Common Share
          which  is  less  than  the  Purchase  Price  during  the 60 day period
          immediately  preceding  the  date  hereof.

     (e)  Certain Security Law Matters: The Common Shares are listed only on the
          -----------------------------
          Stock  Exchange,  the  Corporation  is  a  reporting  issuer  or  the
          equivalent  only  in  the Reporting Provinces and is not in default of
          any requirement of the securities legislation of any of such provinces
          and the Common Shares are not registered under the Securities Exchange
          Act  of  1934  (United  States),  as  amended.

     (f)  Qualifying  Issuer  and  Resale  of Securities: The Corporation is and
          ----------------------------------------------
          will  be  on the Closing Date a "qualifying issuer" within the meaning
          of  Multilateral  Instrument  45-102  of  the  Canadian  Securities
          Administrators.  The  Purchased  Securities  will  not be subject to a
          restricted  period  or statutory hold period under the securities laws
          of  the  Province  of  British  Columbia, Alberta or Ontario or to any
          resale  restrictions  under  the  policies of the Stock Exchange which
          extends  beyond  four  months  and  one  day  after  the Closing Date.

     (g)  Rights  to  Acquire  Securities:  No Person has any agreement, option,
          -------------------------------
          right  or  privilege  (whether  pre-emptive, contractual or otherwise)
          capable  of  becoming  an  agreement  for  the  purchase, acquisition,
          subscription  for  or  issue  of  any  of the unissued shares or other
          securities  of  the Corporation, except for an aggregate of 16,179,662
          Common  Shares  reserved  for  issue  pursuant to outstanding options,
          warrants,  share  incentive  plans,  convertible,  exercisable  and
          exchangeable  securities  and  other  rights to acquire Common Shares.

     (h)  No  Pre-emptive Rights: The issue of the Purchased Securities will not
          ----------------------
          be  subject  to  any  pre-emptive  right or other contractual right to
          purchase  securities  granted  by  the  Corporation  or  to  which the
          Corporation  is  subject.

     (i)  Purchased Securities: The execution of this Subscription Agreement and
          --------------------
          the  issue  by  the  Corporation  to  the  Subscriber of the Purchased
          Securities  will  be  exempt  from  the  registration  and  prospectus
          requirements  of  applicable  securities  legislation.  The  Purchased
          Securities  will not aggregate more than 10% of the outstanding Common
          Shares  on  the  Closing  Date  assuming  the  issue  of the Purchased
          Securities.

     (j)  Subsidiaries:  The  Subsidiaries are the only material subsidiaries of
          ------------
          the  Corporation.  If  there  are  any subsidiaries of the Corporation
          other  than the Subsidiaries, such subsidiaries do not have any assets
          or  liabilities that are material to the Corporation, are not party to
          any agreements that are material to the Corporation or material to the
          business  of  the


<PAGE>
                                      -9-


          Corporation  and  no  material  revenues of the Corporation are booked
          through  such  subsidiaries.

     (k)  Capital of Subsidiaries: All of the outstanding shares of Apollo Gold,
          -----------------------
          Inc.  are  issued  and  outstanding  as  fully paid and non-assessable
          shares  and  are legally and beneficially owned by the Corporation and
          all of the outstanding shares of Apollo Gold Exploration Inc., Montana
          Tunnels  Mining,  Inc.  and Florida Canyon Mining, Inc. are issued and
          outstanding  as  fully  paid and non-assessable shares and are legally
          owned  by  Apollo  Gold,  Inc.  and,  in  each case, no Person has any
          agreement,  option,  right  or  privilege  (whether  pre-emptive,
          contractual  or  otherwise)  capable  of becoming an agreement for the
          purchase,  acquisition,  subscription  for  or  issue  of  any  of the
          unissued  shares or other securities of any of the Subsidiaries or for
          the  purchase or acquisition of any of the outstanding shares or other
          securities  of  any  of  the  Subsidiaries.

     (l)  Issue of Purchased Securities: All necessary corporate action has been
          -----------------------------
          taken  to  authorize  the  issue  and  sale  of,  and  the delivery of
          certificates  representing, the Purchased Securities and, upon payment
          of the requisite consideration therefor, the Purchased Securities will
          be  validly  issued  as  fully  paid  and  non-assessable  shares.

     (m)  Consents,  Approvals  and  Conflicts: None of the offering and sale of
          ------------------------------------
          the  Purchased  Securities,  the  execution  and  delivery  of  this
          Subscription  Agreement,  the  compliance  by the Corporation with the
          provisions  of  this Subscription Agreement or the consummation of the
          transactions  contemplated  herein  including, without limitation, the
          incurring  of  Resource  Expenses  and  the  issue  of  the  Purchased
          Securities  to the Subscriber for the consideration and upon the terms
          and  conditions  as  set  forth  herein,  do  or  will (i) require the
          consent,  approval,  or  authorization,  order  or  agreement  of,  or
          registration  or  qualification with, any governmental agency, body or
          authority,  court,  stock exchange, securities regulatory authority or
          other  Person,  except  (A) such as have been obtained, or (B) such as
          may  be  required under applicable securities laws, instruments, rules
          and  policies  and  the  policies  of  the  Stock Exchange and will be
          obtained  by the Closing Date, or (ii) to the best of the knowledge of
          the Corporation, conflict with or result in any breach or violation of
          any  of  the  provisions  of,  or  constitute  a  default  under,  any
          indenture,  mortgage,  deed  of  trust,  lease  or  other agreement or
          instrument to which the Corporation or any Subsidiary is a party or by
          which any of them or any of the properties or assets thereof is bound,
          or  (iii) conflict with or result in any breach or violation of any of
          the  provisions  of,  or  constitute  a default under, the articles or
          by-laws  of the Corporation or any Subsidiary or any resolution passed
          by  the  directors  (or  any committee thereof) or shareholders of the
          Corporation or any Subsidiary, or any statute or any judgment, decree,
          order,  rule,  policy  or  regulation  of  any  court,  governmental
          authority,  any  arbitrator,  stock  exchange or securities regulatory
          authority  applicable  to  the Corporation or any Subsidiary or any of
          the  properties  or assets thereof which could have a material adverse
          effect on the condition (financial or otherwise), business, properties
          or  results  of  operations  of  the  Corporation  or  any Subsidiary.

     (n)  Authority  and Authorization: The Corporation has full corporate power
          ----------------------------
          and  authority to enter into this Subscription Agreement and to do all
          acts  and things and execute and deliver all documents as are required
          hereunder to be done, observed, performed or executed and delivered by
          it  in  accordance with the terms hereof and the Corporation has taken
          all  necessary  corporate action to authorize the creation, execution,
          delivery and performance of this Subscription Agreement and to observe
          and  perform  the  provisions


<PAGE>
                                      -10-


          of  this  Subscription  Agreement  in  accordance  with the provisions
          hereof  including,  without  limitation,  the  incurring  of  Resource
          Expenses.

     (o)  Validity  and  Enforceability:  This  Subscription  Agreement has been
          -----------------------------
          authorized,  executed and delivered by the Corporation and constitutes
          a  valid and legally binding obligation of the Corporation enforceable
          against  the  Corporation  in  accordance  with  its  terms.

     (p)  Public  Disclosure:  Each  of  the documents which contains any of the
          ------------------
          Information  is, as of the date thereof, in compliance in all material
          respects with applicable securities laws, instruments and policies and
          did  not  contain  any  untrue statement of a material fact or omit to
          state  a  material  fact required to be stated therein or necessary to
          make the statements therein, in light of the circumstances under which
          they  were  made,  not  misleading  and  such  documents  collectively
          constitute  full,  true  and  plain  disclosure  of all material facts
          relating to the Corporation and do not contain any untrue statement of
          a material fact or omit to state a material fact required to be stated
          therein  or  necessary to make the statements therein, in light of the
          circumstances  under  which  they were made, not misleading, as of the
          date  hereof.  There  is  no  fact  known to the Corporation which the
          Corporation  has  not  publicly  disclosed  which materially adversely
          affects, or so far as the Corporation can now reasonably foresee, will
          materially  adversely  affect,  the assets, liabilities (contingent or
          otherwise),  affairs,  business,  prospects,  operations  or condition
          (financial  or  otherwise)  of  the  Corporation or the ability of the
          Corporation  to  perform  its  obligations  under  this  Subscription
          Agreement or which would otherwise be material to any Person intending
          to  make  an  equity  investment  in  the  Corporation.

     (q)  Timely  Disclosure:  The  Corporation is in compliance with all timely
          ------------------
          disclosure  obligations under applicable securities laws, instruments,
          rules  and  policies  and,  without  limiting  the  generality  of the
          foregoing,  there  has  not  occurred  any  material  adverse  change,
          financial  or  otherwise,  in  the  assets, liabilities (contingent or
          otherwise),  business,  condition (financial or otherwise), capital or
          prospects  of  the  Corporation  or  any Subsidiary which has not been
          publicly  disclosed and none of the documents filed by or on behalf of
          the  Corporation  pursuant to applicable securities laws, instruments,
          rules or policies contain a misrepresentation (as such term is defined
          in  the  Securities  Act (Ontario)) at the date of the filing thereof.

     (r)  No  Cease  Trade  Order:  No  order  preventing, ceasing or suspending
          -----------------------
          trading  in any securities of the Corporation or prohibiting the issue
          and  sale  of  securities  by  the  Corporation has been issued and no
          proceedings  for  either  of such purposes have been instituted or, to
          the  best  of  the  knowledge  of  the  Corporation,  are  pending,
          contemplated  or  threatened.

     (s)  Financial Statements: The audited consolidated financial statements of
          --------------------
          the Corporation for the year ended December 31, 2001 together with the
          auditors'  report  thereon  and  the  notes thereto, and the unaudited
          interim  consolidated  financial statements of the Corporation for the
          period  ended  June 30, 2002 and the notes thereto, have been prepared
          in  accordance  with Canadian generally accepted accounting principles
          applied  on a basis consistent with prior periods (except as disclosed
          in  such  financial  statements),  are  substantially correct in every
          particular  and present fairly the financial condition and position of
          the  Corporation  on  a consolidated basis as at the dates thereof and
          such  financial statements contain no direct or implied statement of a
          material fact which is untrue on the date of such financial statements
          and  do  not  omit  to  state  any  material fact which is required by
          Canadian  generally  accepted  accounting  principles or by applicable


<PAGE>
                                      -11-


          law  to  be  stated or reflected therein or which is necessary to make
          the  statements  contained  therein  not  misleading.

     (t)  Changes in Financial Position: Since June 30, 2002, none of:
          ------------------------------

         (i)   the  Corporation  or  any  Subsidiary  has  paid  or declared any
               dividend or incurred any material capital expenditure or made any
               commitment  therefore;

         (ii)  the  Corporation or any Subsidiary has incurred any obligation or
               liability, direct or indirect, contingent or otherwise, except in
               the  ordinary  course  of business and which is not, and which in
               the  aggregate  are  not,  material;  and

        (iii)  the Corporation or any Subsidiary has entered into any material
               transaction;

         except in each case as disclosed in the Information.

     (u)  No  Contemplated Changes: Except as disclosed in the Information, none
          ------------------------
          of  the  Corporation or any Subsidiary has approved, is contemplating,
          has entered into any agreement in respect of, or has any knowledge of:

          (i)  the purchase of any property or assets or any interest therein or
               the sale, transfer or other disposition of any property or assets
               or  any interest therein currently owned, directly or indirectly,
               by  the  Corporation  or  any  Subsidiary  whether by asset sale,
               transfer  of  shares  or  otherwise;

         (ii)  the  change  of control (by sale or transfer of shares or sale of
               all  or  substantially  all  of  the  property  and assets of the
               Corporation or any Subsidiary or otherwise) of the Corporation or
               any  Subsidiary;  or

        (iii)  a  proposed or planned disposition of shares by any shareholder
               who  owns, directly or indirectly, 10% or more of the outstanding
               shares  of  the  Corporation  or  any  Subsidiary.

     (v)  Insurance:  The  assets  of the Corporation and of each Subsidiary and
          ---------
          the business and operations thereof are insured against loss or damage
          with  responsible  insurers  on  a  basis  consistent  with  insurance
          obtained  by  reasonably prudent participants in comparable businesses
          in comparable circumstances, such coverage is in full force and effect
          and  the  Corporation  and  each Subsidiary has not failed to promptly
          give  any  notice  or  present  any  material  claim  thereunder.

     (w)  Taxes  and  Tax Returns: The Corporation and each Subsidiary has filed
          -----------------------
          in  a timely manner all necessary tax returns and notices and has paid
          all  applicable  taxes of whatsoever nature for all tax years prior to
          the  date hereof to the extent that such taxes have become due or have
          been  alleged  to be due and none of the Corporation or any Subsidiary
          is  aware  of any tax deficiencies or interest or penalties accrued or
          accruing,  or alleged to be accrued or accruing, thereon where, in any
          of  the  above cases, it might reasonably be expected to result in any
          material  adverse change in the condition (financial or otherwise), or
          in  the  earnings,  business  affairs  or  business  prospects  of the
          Corporation  or any Subsidiary and there are no agreements, waivers or
          other  arrangements providing for an extension of time with respect to
          the  filing  of  any  tax  return by any of them or the payment of any
          material  tax,  governmental charge, penalty,


<PAGE>
                                      -12-


          interest  or  fine against any of them, there are no material actions,
          suits, proceedings, investigations or claims now threatened or pending
          against  the  Corporation  or  any  Subsidiary which could result in a
          material  liability  in  respect  of  taxes,  charges or levies of any
          governmental  authority,  penalties,  interest,  fines, assessments or
          reassessments  or  any  matters under discussion with any governmental
          authority  relating  to  taxes,  governmental  charges,  penalties,
          interest,  fines,  assessments  or  reassessments asserted by any such
          authority  and the Corporation and each Subsidiary has withheld (where
          applicable)  from  each  payment  to  each  of  the present and former
          officers,  directors and employees thereof the amount of all taxes and
          other  amounts,  including,  but  not limited to, income tax and other
          deductions,  required  to be withheld therefrom, and has paid the same
          or  will  pay  the  same when due to the proper tax or other receiving
          authority  within  the time required under applicable tax legislation.

     (x)  Compliance  with  Laws, Licenses and Permits: The Corporation and each
          --------------------------------------------
          Subsidiary  has  conducted  and  is conducting the business thereof in
          compliance  in  all material respects with all applicable laws, rules,
          regulations,  tariffs,  orders  and directives of each jurisdiction in
          which  it  carries  on  business and possesses all material approvals,
          consents,  certificates,  registrations,  authorizations,  permits and
          licenses  issued  by  the  appropriate  provincial,  state, municipal,
          federal  or  other regulatory agency or body necessary to carry on the
          business  currently  carried  on, or contemplated to be carried on, by
          it,  is  in  compliance  in  all  material respects with the terms and
          conditions  of  all  such  approvals,  consents,  certificates,
          authorizations,  permits  and licenses and with all laws, regulations,
          tariffs,  rules, orders and directives material to the operations, and
          none  of  the Corporation or any Subsidiary has received any notice of
          the  modification,  revocation  or  cancellation  of, any intention to
          modify,  revoke  or  cancel  or  any  proceeding  relating  to  the
          modification,  revocation  or  cancellation  of  any  such  approval,
          consent,  certificate,  authorization, permit or license which, singly
          or  in  the  aggregate,  if  the  subject of an unfavourable decision,
          order,  ruling  or  finding, would materially and adversely affect the
          conduct  of  the business or operations of, or the assets, liabilities
          (contingent  or  otherwise),  condition  (financial  or  otherwise) or
          prospects  of,  the  Corporation  or  any  Subsidiary.

     (y)  Agreements  and Actions: Neither the Corporation nor any Subsidiary is
          -----------------------
          in  violation of any term of the articles or by-laws or any constating
          document  thereof.  Neither  the  Corporation nor any Subsidiary is in
          violation  of  any  term  or  provision of any agreement, indenture or
          other instrument applicable to it which would, or could, result in any
          material  adverse  effect  on  the  business,  condition (financial or
          otherwise),  affairs  or  operations  of  the  Corporation  or  any
          Subsidiary,  neither  the Corporation nor any Subsidiary is in default
          in the payment of any obligation owed which is now due and there is no
          action,  suit,  proceeding  or investigation commenced, pending or, to
          the  knowledge of the Corporation after due inquiry, threatened which,
          either  in  any case or in the aggregate, might result in any material
          adverse  effect  on  the business, condition (financial or otherwise),
          affairs,  prospects or operations of the Corporation or any Subsidiary
          or  in  any  of  the  material  properties or assets thereof or in any
          material liability on the part of the Corporation or any Subsidiary or
          which  places,  or  could  place,  in  question  the  validity  or
          enforceability  of  this  Subscription  Agreement  or  any document or
          instrument  delivered, or to be delivered, by the Corporation pursuant
          hereto.

     (z)  Owner  of  Property:  The  Corporation  and  the  Subsidiaries are the
          -------------------
          absolute  legal  and beneficial owner of, and have good and marketable
          title  to, all of the material property or assets thereof as described
          in  the  Information,  free  of  all  mortgages,  liens, charges,


<PAGE>
                                      -13-


          pledges,  security  interests,  encumbrances,  claims  or  demands
          whatsoever,  other  than  those  described  in the Information, and no
          other property rights are necessary for the conduct of the business of
          the  Corporation  or  any  Subsidiary  as  currently  conducted  or
          contemplated  to  be  conducted,  none  of  the  Corporation  or  any
          Subsidiary knows of any claim or the basis for any claim that might or
          could adversely affect the right thereof to use, transfer or otherwise
          exploit  such  property  rights  and,  except  as  disclosed  in  the
          Information,  none  of  the  Corporation  or  any  Subsidiary  has any
          responsibility  or  obligation to pay any commission, royalty, licence
          fee  or  similar  payment  to  any Person with respect to the property
          rights  thereof.

     (aa) Mineral  Rights:  The  Corporation  and  the  Subsidiaries hold either
          ---------------
          freehold  title,  mining  leases,  mining claims or other conventional
          property  or  proprietary  interests  or  rights,  recognized  in  the
          jurisdiction  in which each property is located, in respect of the ore
          bodies and minerals located in properties in which the Corporation and
          the Subsidiaries conduct business or propose to conduct business under
          valid,  subsisting and enforceable title documents or other recognized
          and  enforceable  agreements  or instruments, sufficient to permit the
          Corporation  or applicable Subsidiary to explore the minerals relating
          thereto,  the  Corporation  and  the  Subsidiaries  have all necessary
          surface rights, access rights and other necessary rights and interests
          relating  to  the  properties  on  which  the  Corporation  and  the
          Subsidiaries  conduct business or propose to conduct business granting
          the  Corporation  or  applicable  Subsidiary  the right and ability to
          explore  for  minerals, ore and metals for development purposes as are
          appropriate  in  view  of  the  rights  and  interest  therein  of the
          Corporation  or applicable Subsidiary, with only such exceptions as do
          not  materially  interfere  with  the  use  made by the Corporation or
          applicable  Subsidiary  of the rights or interests so held and each of
          the  proprietary  interests  or  rights  and  each  of  the documents,
          agreements  and  instruments and obligations relating thereto referred
          to  above is currently in good standing in the name of the Corporation
          or  a  Subsidiary.

     (bb) Property Agreements: Any and all of the agreements and other documents
          -------------------
          and  instruments  pursuant  to which the Corporation or any Subsidiary
          holds  the  property  and  assets  thereof  are  valid  and subsisting
          agreements,  documents  or  instruments  in  full  force  and  effect,
          enforceable  in  accordance  with  the  terms  thereof,  none  of  the
          Corporation  or  any  Subsidiary  is in default of any of the material
          provisions  of  any  such agreements, documents or instruments nor has
          any  such  default been alleged, and such properties and assets are in
          good  standing  under  the  applicable statutes and regulations of the
          jurisdictions  in  which  they  are situated, all leases, licences and
          claims  pursuant to which the Corporation or any Subsidiary derive the
          interests thereof in such property and assets are in good standing and
          there  has  been  no material default under any such lease, licence or
          claim  and  all  taxes  required  to  be  paid  with  respect  to such
          properties  and  assets  to  the  date  hereof  have  been  paid.

     (cc) No  Defaults:  None of the Corporation or any Subsidiary is in default
          ------------
          of any material term, covenant or condition under or in respect of any
          judgment,  order, agreement or instrument to which it is a party or to
          which  it  or  any  of  the  property  or assets thereof are or may be
          subject,  and  no  event  has  occurred  and  is  continuing,  and  no
          circumstance  exists  which  has  not been waived, which constitutes a
          default  in  respect  of  any commitment, agreement, document or other
          instrument to which the Corporation or any Subsidiary is a party or by
          which  it  is  otherwise  bound  entitling  any other party thereto to
          accelerate  the  maturity  of  any amount owing thereunder which could
          have  a  material


<PAGE>
                                      -14-


          adverse  effect upon the condition (financial or otherwise), property,
          assets,  operations  or business of the Corporation or any Subsidiary.

     (dd) Compliance  with  Employment  Laws:  Except  as  disclosed  in  the
          ----------------------------------
          Information, the Corporation and each Subsidiary is in compliance with
          all  laws  and  regulations  respecting  employment  and  employment
          practices,  terms  and conditions of employment, pay equity and wages,
          except  where  such  non-compliance  would  not  constitute an adverse
          material  fact  concerning the Corporation or any Subsidiary or result
          in  an  adverse  material change to the Corporation or any Subsidiary,
          and has not and is not engaged in any unfair labour practice, there is
          no  labour strike, dispute, slowdown, stoppage, complaint or grievance
          pending  or, to the best of the knowledge of the Corporation after due
          inquiry,  threatened  against  the  Corporation  or any Subsidiary, no
          union  representation  question exists respecting the employees of the
          Corporation  or  any Subsidiary and no collective bargaining agreement
          is  in  place  or currently being negotiated by the Corporation or any
          Subsidiary,  neither  the  Corporation nor any Subsidiary has received
          any  notice  of  any  unresolved  matter  and there are no outstanding
          orders  under the Employment Standards Act (Ontario), the Human Rights
          Code  (Ontario),  the  Occupational Health and Safety Act (Ontario) or
          the  Workers'  Compensation  Act  (Ontario)  or  any  other  similar
          legislation  in  any  jurisdiction  in  which  the  Corporation or any
          Subsidiary  carries  on  business, no employee has any agreement as to
          the  length of notice required to terminate his or her employment with
          the  Corporation  or  any  Subsidiary  in  excess  of twelve months or
          equivalent  compensation  and  all  benefit  or  pension  plans of the
          Corporation or any Subsidiary are funded in accordance with applicable
          laws  and  no  past  service  funding  liability  exist  thereunder.

     (ee) Environmental  Compliance: Except as disclosed in the Information, the
          -------------------------
          Corporation  and  the  Subsidiaries:

          (i)  and  the  property,  assets  and operations thereof comply in all
               material  respects  with all applicable Environmental Laws (which
               term  means  and  includes,  without  limitation,  any  and  all
               applicable  international,  federal, provincial, state, municipal
               or  local  laws,  statutes,  regulations,  treaties,  orders,
               judgments,  decrees,  ordinances,  official  directives  and  all
               authorizations  relating  to the environment, occupational health
               and  safety,  or any Environmental Activity (which term means and
               includes,  without  limitation,  any  past,  present  or  future
               activity,  event  or  circumstance  in  respect  of a Contaminant
               (which  term  means  and  includes,  without  limitation,  any
               pollutants,  dangerous  substances,  liquid  wastes,  hazardous
               wastes, hazardous materials, hazardous substances or contaminants
               or any other matter including any of the foregoing, as defined or
               described  as such pursuant to any Environmental Law), including,
               without  limitation,  the  storage,  use,  holding,  collection,
               purchase,  accumulation,  assessment,  generation,  manufacture,
               construction,  processing, treatment, stabilization, disposition,
               handling  or  transportation  thereof,  or  the  release, escape,
               leaching,  dispersal  or  migration  thereof  into  the  natural
               environment,  including the movement through or in the air, soil,
               surface  water  or  groundwater));

          (ii) do  not  have  any knowledge of, and have not received any notice
               of,  any  material  claim, judicial or administrative proceeding,
               pending  or  threatened  against, or which may affect, either the
               Corporation  or  any Subsidiary or any of the property, assets or
               operations thereof, relating to, or alleging any violation of any
               Environmental  Laws,  the  Corporation  is not aware of any facts
               which  could  give


<PAGE>
                                      -15-


               rise  to  any such claim or judicial or administrative proceeding
               and  neither  the  Corporation  nor any Subsidiary nor any of the
               property,  assets  or  operations  thereof  is the subject of any
               investigation,  evaluation,  audit  or review by any Governmental
               Authority (which term means and includes, without limitation, any
               national,  federal  government,  province, state, municipality or
               other  political  subdivision of any of the foregoing, any entity
               exercising  executive,  legislative,  judicial,  regulatory  or
               administrative  functions  of or pertaining to government and any
               corporation or other entity owned or controlled (through stock or
               capital  ownership  or  otherwise)  by  any  of the foregoing) to
               determine  whether  any  violation  of any Environmental Laws has
               occurred or is occurring or whether any remedial action is needed
               in  connection  with  a  release  of  any  Contaminant  into  the
               environment,  except  for  compliance investigations conducted in
               the  normal  course  by  any  Governmental  Authority;

         (iii) have  not  given  or  filed  any notice under any federal, state,
               provincial  or  local  law  with  respect  to  any  Environmental
               Activity,  the  Corporation  and the Subsidiaries do not have any
               liability  (whether  contingent  or otherwise) in connection with
               any  Environmental  Activity  and the Corporation is not aware of
               any  notice  being  given under any federal, state, provincial or
               local  law  or of any liability (whether contingent or otherwise)
               with  respect  to  any  Environmental  Activity  relating  to  or
               affecting  the  Corporation  or  any  Subsidiary or the property,
               assets,  business  or  operations  thereof;

          (iv) do  not  store  any  hazardous or toxic waste or substance on the
               property  thereof and have not disposed of any hazardous or toxic
               waste,  in  each  case  in a manner contrary to any Environmental
               Laws,  and  there  are  no Contaminants on any of the premises at
               which  the  Corporation or any Subsidiary carries on business, in
               each  case  other than in compliance with Environmental Laws; and

          (v)  are  not subject to any contingent or other liability relating to
               the  restoration  or  rehabilitation  of land, water or any other
               part of the environment or non-compliance with Environmental Law.

     (ff) No  Litigation: There are no actions, suits, proceedings, inquiries or
          --------------
          investigations  existing,  pending  or,  to  the  knowledge  of  the
          Corporation  after  due  inquiry,  threatened  against  or  adversely
          affecting  the  Corporation  or  any Subsidiary or to which any of the
          property  or assets thereof is subject, at law or equity, or before or
          by  any  court,  federal,  provincial,  state,  municipal  or  other
          governmental  department,  commission,  board,  bureau,  agency  or
          instrumentality,  domestic or foreign, which may in any way materially
          adversely  affect  the  condition  (financial or otherwise), property,
          assets, operations or business of the Corporation or any Subsidiary or
          the ability of any of them to perform the obligations thereof and none
          of  the  Corporation  or  any  Subsidiary  is subject to any judgment,
          order,  writ, injunction, decree, award, rule, policy or regulation of
          any  Governmental  Authority,  which,  either  separately  or  in  the
          aggregate,  may  result  in a material adverse effect on the condition
          (financial  or otherwise), property, assets, operations or business of
          the Corporation or any Subsidiary or the ability of the Corporation to
          perform  its  obligations  pursuant  hereto.

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


<PAGE>
                                      -16-


          and  the  applicable  provisions  of the Taxation Act (Qu bec). To the
          best  of  its  knowledge,  the  Corporation does not have a Prescribed
          Relationship  with  the  Subscriber  and,  if  the  Subscriber  is  a
          partnership,  any  partner  or  limited  partner  of  the partnership.

     (hh) Principal-Business  Corporation:  The  Corporation  is  a
          -------------------------------
          "principal-business  corporation"  as  defined in subsection 66(15) of
          the  Tax  Act.

     (ii) Commitment  Amount:  The  Corporation has no reason to believe that it
          ------------------
          will be unable to incur, on or after the Closing Date and on or before
          the  Termination  Date  or  that  it will be unable to renounce to the
          Subscriber effective on or before December 31, 2002, Resource Expenses
          in  an  aggregate  amount  equal  to  the  Commitment  Amount  and the
          Corporation  has  no  reason to expect any reduction of such amount by
          virtue  of  subsection  66(12.73)  of  the  Tax  Act.

     (jj) Agency  Agreement:  The  representations  and  warranties  made by the
          -----------------
          Corporation to the Agents in the Agency Agreement are true and correct
          in  all  material  respects as of the Closing Date (save and except as
          waived  by the Agents) and the Subscriber is entitled to rely thereon.

7.   COVENANTS
     ---------

The Corporation hereby covenants and agrees with the Subscriber as follows:

     (a)  Reporting  Issuer:  The  Corporation  shall  maintain  its status as a
          -----------------
          "reporting  issuer"  not  in  default of any requirement of applicable
          securities  legislation  in the Reporting Provinces for a period of at
          least  12  months  from  the  Closing  Date.

     (b)  Corporate  Status:  For a period of a least 24 months from the Closing
          -----------------
          Date,  the  Corporation  shall  use  its  commercially reasonable best
          efforts  to  remain a corporation validly subsisting under the laws of
          its  jurisdiction  of incorporation, licensed, registered or qualified
          as  an  extra-provincial  or  foreign corporation in all jurisdictions
          where the character of its properties owned or leased or the nature of
          the  activities  conducted  by it make such licensing, registration or
          qualification  necessary  and  shall  carry  on  its  business  in the
          ordinary  course  and  in compliance in all material respects with all
          applicable  laws,  rules  and  regulations  of each such jurisdiction.

     (c)  Listing on Stock Exchanges: The Corporation shall use its commercially
          --------------------------
          reasonable  best efforts to maintain the listing on the Stock Exchange
          of  the  class of shares of which the Purchased Securities form a part
          for  a  period  of  at  least  24  months  from  the Closing Date. The
          Corporation  shall  obtain  from the Stock Exchange not later than the
          Closing  Date,  approval to issue the Purchased Securities. Except for
          Common  Shares  issued  upon  the  exchange, exercise or conversion of
          securities  outstanding  on the date hereof, the Corporation shall not
          issue,  or  agree  to  issue,  any  Common  Shares  or  any securities
          exchangeable  for,  or convertible into, Common Shares at an effective
          price per Common Share which is less than the Purchase Price until the
          end  of  2002.

     (d)  Securities  Filings: Forthwith after the Closing the Corporation shall
          -------------------
          file  such forms and documents as may be required under the securities
          laws  of  the  Province  of  Ontario  relating  to the offering of the
          Purchased  Securities  which,  without  limiting the generality of the
          foregoing,  shall  include  a  Form  45-501F1  as  prescribed  by  the
          Securities  Act


<PAGE>
                                      -17-


          (Ontario) and a Form 45-102F2 as prescribed by Multilateral Instrument
          45-102  of  the  Canadian  Securities  Administrators.

     (e)  Outstanding  Common Shares: The Corporation shall not do or omit to do
          --------------------------
          any  thing  or  take  any action if the result of such act or omission
          could reasonably be expected to be that the ownership of Common Shares
          by  the  Subscriber would exceed 10% of the number of then outstanding
          Common  Shares,  assuming  the  issue  of  the  Purchased  Securities.

     (f)  Information: The Corporation shall provide, forthwith upon the request
          -----------
          of  the  Subscriber,  such  publicly-available  information  as  the
          Subscriber  requires  concerning  the  mineral  exploration  program
          pursuant  to which the Corporation has incurred or will incur Resource
          Expenses  and  the  business  affairs  of  the  Corporation.

     (g)  Further Information: The Corporation shall provide such information as
          -------------------
          the  Subscriber  may  reasonably  request  to enable the Subscriber to
          comply  with the terms and conditions of any exemptive order or ruling
          obtained  by  the Subscriber from any applicable regulatory authority.

     (h)  Accounting  Records:  The  Corporation  shall keep proper and complete
          -------------------
          books,  records  and  accounts  in  accordance with generally accepted
          accounting  principles  showing  true  and  accurate  records  of  all
          Resource  Expenses  and  charges  and  make  such  books,  records and
          accounts  available  for  inspection  and audit by or on behalf of the
          Subscriber.

     (i)  Filing  Selling  Instruments:  The Corporation shall file with Revenue
          ----------------------------
          Canada  and,  if  applicable,  with the appropriate authorities in the
          Province  of Qu bec within the time prescribed by subsection 66(12.68)
          of  the  Tax Act and the applicable provisions of the Taxation Act (Qu
          bec)  the  forms  prescribed  for  the  purposes  of  such legislation
          together  with  a copy of this Subscription Agreement and any "selling
          instrument"  contemplated  by such legislation or by this Subscription
          Agreement  and  shall  forthwith following such filings provide to the
          Subscriber  a  copy  of  such  forms  certified by two officers of the
          Corporation.

     (j)  Principal  Business  Corporation:  The  Corporation shall maintain its
          --------------------------------
          status  as a "principal business corporation" as defined in subsection
          66(15)  of the Tax Act until such time as all of the Resource Expenses
          required to be renounced under this Subscription Agreement are validly
          renounced  pursuant  to  the  Tax  Act.

     (k)  Performance  of  Acts: The Corporation shall perform and carry out all
          ---------------------
          of  the  acts  and  things  to  be completed by it as provided in this
          Subscription  Agreement.

     (l)  Incurring  and  Renouncing  of  CEE:  The Corporation hereby agrees to
          -----------------------------------
          incur Resource Expenses in an amount equal to the Commitment Amount on
          or  before  the  Termination Date in accordance with this Subscription
          Agreement  and agrees to renounce to the Subscriber, with an effective
          date  no later than December 31, 2002, pursuant to subsection 66(12.6)
          of  the  Tax Act, and, in respect of Resource Expenses incurred by the
          Corporation  in 2003, pursuant to subsection 66(12.66) of the Tax Act,
          Resource  Expenses  in  an  amount equal to the Commitment Amount. For
          greater  certainty,  the  Corporation  may renounce to the Subscriber,
          with  an  effective  date  no later than December 31, 2002, either (i)
          Resource  Expenses  deemed  to be incurred by it in 2002 pursuant to a
          renunciation  to  the  Corporation by a corporation related to it, for


<PAGE>
                                      -18-


          purposes  of  the  Tax  Act,  of  Resource  Expenses  incurred by that
          corporation  in  2002  if  the renunciation by that corporation to the
          Corporation  is pursuant to subsection 66(12.6) of the Tax Act and has
          an  effective  date  in  2002,  or (ii) Resource Expenses deemed to be
          incurred  by  it in 2003 pursuant to a renunciation to the Corporation
          by  a  corporation  related to it, for the purposes of the Tax Act, of
          Resource  Expenses  incurred  by  that  corporation  in  2003  if  the
          renunciation  by  that  corporation  to the Corporation is pursuant to
          subsection  66(12.6) of the Tax Act and has an effective date in 2003.

     (m)  Investment Tax Credit: Notwithstanding any other provision hereof, the
          ---------------------
          Corporation  hereby agrees that the Commitment Amount will be incurred
          on CEE that qualifies as a Flow-Through Mining Expenditure.

     (n)  Renunciation:  The  Corporation shall deliver to the Subscriber, on or
          ------------
          before  March  1, 2003, the relevant Prescribed Forms, fully completed
          and  executed,  renouncing  to  the Subscriber Resource Expenses in an
          amount  equal  to  the  Commitment Amount with an effective date of no
          later  than  December  31,  2002,  such  delivery  constituting  the
          authorization  of  the  Corporation  to  the  Subscriber  to file such
          Prescribed Forms with the relevant taxation authorities.

     (o)  Priority:  The  Corporation shall incur and renounce Resource Expenses
          --------
          pursuant  to this Subscription Agreement and all other agreements with
          other  Persons providing for the issue of Purchased Securities entered
          into  by  the Corporation on the Closing Date (collectively the "Other
          Agreements")  pro  rata by number of Purchased Securities issued or to
          be  issued  pursuant  thereto before incurring and renouncing Resource
          Expenses  pursuant  to  any  other agreement which the Corporation has
          entered  into  or shall enter into with any Person with respect to the
          issue  of  Flow-Through Shares. The Corporation shall not, without the
          prior  written consent of the Agents (which consent may be withheld in
          the  sole discretion of the Agents) (i) enter into any other agreement
          which  would  prevent  or  restrict  its  ability to renounce Resource
          Expenses  to the Subscriber in the amount of the Commitment Amount, or
          (ii)  enter  into any agreement in 2002 with any Person which provides
          for  the  issue  of  Flow-Through Shares or securities exchangeable or
          exercisable  for,  or  convertible  into,  Flow-Through  Shares  at an
          effective price per Flow-Through Share which is less than the Purchase
          Price.  If  the  Corporation  is  required under the Tax Act to reduce
          Resource  Expenses  previously  renounced  to  the  Subscriber,  the
          reduction  shall  be  made  pro rata by number of Purchased Securities
          issued  or to be issued pursuant to this Subscription Agreement to the
          reduction  made  under  the Other Agreements but the Corporation shall
          not  reduce  Resource  Expenses renounced to the Subscriber under this
          Subscription  Agreement  until  it  has  first  reduced  to the extent
          possible  all  CEE  renounced to Persons other than the Subscriber and
          the  subscribers  under  the  Other  Agreements.

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

          (i)  will constitute CEE on the effective date of the renunciation and
               will  qualify  as  a  Flow-Through  Mining  Expenditure;

          (ii) will  not  include  expenses  that  are "Canadian exploration and
               development  overhead expenses" (as defined in the Regulations to
               the Tax Act for purposes of paragraph 66(12.6)(b) of the Tax Act)
               of the Corporation or amounts which constitute specified expenses
               for  seismic data described in paragraph


<PAGE>
                                      -19-


               66(12.6)(b.1) of the Tax Act or any expenses for prepaid services
               or  rent  that  do  not  qualify  as outlays and expenses for the
               period  as  described in the definition of "expense" in paragraph
               66(15)  of  the  Tax  Act;

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

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

          (v)  will  not  be subject to any reduction under subsection 66(12.73)
               of  the  Tax  Act.

     (q)  Reduction  in  Resource  Expense: The Corporation shall not reduce the
          --------------------------------
          amount  renounced to the Subscriber pursuant to subsection 66(12.6) of
          the  Tax  Act.

     (r)  Valid  Renunciation:  The  Corporation  shall  not  be  subject to the
          -------------------
          provisions  of  subsection  66(12.67) of the Tax Act in a manner which
          impairs  its ability to renounce Resource Expense to the Subscriber in
          an  amount  equal  to  the  Commitment  Amount.

     (s)  Applications  for  Prescribed  Grants: If the Corporation receives, or
          -------------------------------------
          becomes  entitled  to  receive,  any  government  assistance  which is
          described  in paragraph (a) of the definition of "excluded obligation"
          in  subsection 6202.1(5) of the regulations made under the Tax Act and
          the  receipt  or entitlement to receive such government assistance has
          or  will  have  the  effect  of  reducing  the  amount  of CEE validly
          renounced  to  the  Subscriber  hereunder  to less than the Commitment
          Amount,  the  Corporation shall remit to the Subscriber the benefit of
          all  amounts  received  or  receivable  in  respect of such government
          assistance  to  the  extent  of  such  reduction.

     (t)  Use  of  Commitment  Amount:  The Corporation shall use the Commitment
          ---------------------------
          Amount for the development of the Corporation's projects in Canada and
          shall deliver to the Subscriber, on or before March 1, 2003, a list of
          the  provinces, territories or other jurisdictions in Canada where the
          Corporation  has  incurred,  or  intends  to  incur, Resource Expenses
          together  with the amount incurred in each such province, territory or
          jurisdiction.

8.   INDEMNIFICATION
     ---------------

     (a)  Indemnification: The Corporation hereby indemnifies and holds harmless
          ---------------
          the  Subscriber,  each  of the partners thereof if the Subscriber is a
          partnership or limited partnership, the general partner thereof if the
          Subscriber  is  a partnership or a limited partnership, any affiliates
          of  any  of  the  foregoing  and  the  directors, officers, employees,
          shareholders and agents of any of the foregoing from time to time (for
          purposes  of  this  paragraph  each  an "Indemnified Person") from and
          against  all  losses, claims, damages, liabilities, actions or demands
          including,  without  limiting the generality of the foregoing, amounts
          paid  in  any  settlement  approved  by the Corporation of any action,
          suit, proceeding or claim but excluding lost profits and consequential
          damages,  to  which each Indemnified Person may become subject insofar
          as such losses, claims, damages, liabilities, actions or demands arise
          out  of  or  are  based  upon, directly or indirectly, any breach of a
          representation,  warranty,  covenant  or obligation of the Corporation
          contained  in  this Subscription Agreement or any certificate or other
          document delivered by the Corporation in connection herewith, and will
          reimburse  such  Indemnified  Person  for  any  legal  or  other


<PAGE>
                                      -20-


          expenses  reasonably incurred by such Indemnified Person in connection
          with  investigating  or  defending  any  such  loss,  claim,  damage,
          liability,  action  or  demand.  For  greater certainty, the foregoing
          shall  not  apply  to  any  loss sustained by an Indemnified Person by
          reason  of  the  holding,  ownership  or  disposition of the Purchased
          Securities  or  to  any  failure  of  an  Indemnified Person to derive
          earnings  or  make  a  profit  from  any  of the Purchased Securities.

     (b)  Failure to Renounce: If the Corporation does not incur and renounce to
          -------------------
          the  Subscriber,  effective  on  or before December 31, 2002, Resource
          Expenses  equal  to  the  Commitment  Amount,  the  Corporation  shall
          indemnify  and  hold  harmless the Subscriber and each of the partners
          thereof  if  the  Subscriber is a partnership or a limited partnership
          (for  the  purposes of this paragraph each an "Indemnified Person") as
          to,  and  pay  in  settlement  thereof to the Indemnified Person on or
          before  the  twentieth Business Day following the Termination Date, an
          amount  equal  to  the  amount  of  any  tax  (within  the  meaning of
          subparagraph  6202.1(5)(b)  of  the regulation to the Tax Act) payable
          under the Tax Act (and under any corresponding provincial legislation)
          by  any  Indemnified  Person  as a consequence of such failure. In the
          event  that  Revenue  Canada (or any similar provincial tax authority)
          reduces  the  amount  renounced  by  the Corporation to the Subscriber
          pursuant  to subsection 66(12.73) of the Tax Act (or any corresponding
          provincial  legislation),  the  Corporation  shall  indemnify and hold
          harmless  each Indemnified Person as to, and pay in settlement thereof
          to  the  Indemnified  Person, an amount equal to the amount of any tax
          (within  the meaning of subparagraph 6202.1(5)(b) of the regulation to
          the  Tax  Act)  payable under the Tax Act (and under any corresponding
          provincial  legislation) by the Indemnified Person as a consequence of
          such  reduction.

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

9.   FEE TO AGENTS AND CONFLICT OF INTEREST
     --------------------------------------

     (a)  Fee:  The  Subscriber hereby acknowledges that the Agents are offering
          ---
          the  Purchased  Securities  on  a  private  placement  basis  and,  in
          connection therewith, the Corporation and the Agents have entered into
          the  Agency Agreement pursuant to which the Agents will receive 93,750
          Common  Shares  from  the  Corporation.  No other fee or commission is
          payable  by  the  Corporation  in  connection  with  the  sale  of the
          Purchased  Securities.

     (b)  Conflict  of  Interest:  As  Dundee Securities Corporation, one of the
          ----------------------
          Agents, the directors, officers, employees and affiliates thereof, and
          the  associates  of  each  of  them  (collectively  the  "Professional
          Group"), own or control, as of November 20, 2002, in aggregate, Common
          Shares  representing  approximately  7.8% of the presently outstanding
          Common  Shares,  the  Corporation  is  a  "connected issuer" of Dundee
          Securities  Corporation  for  purposes  of  applicable  securities
          legislation.  The  decision  to  proceed  with  the  offering  of  the
          Purchased  Securities  was  made  by  the Corporation which approached
          Dundee  Securities  Corporation  and  requested that Dundee Securities
          Corporation  and  BMO  Nesbitt  Burns Inc. act as agents in connection
          with  the  offering  of the Purchased Securities. The Agents agreed to
          act  as  agents for the Corporation in connection with the offering of
          the  Purchased Securities and participated in the determination of the
          terms  of  the offering of the Purchased Securities. CMP 2002 Resource
          Limited  Partnership,  the


<PAGE>
                                      -21-


          general  partner  of  which  is  an  affiliate  of  Dundee  Securities
          Corporation,  will purchase all of the Purchased Securities. Following
          the  completion  of  the  offering  of  the  Purchased Securities, the
          Professional  Group  will  own or control, in aggregate, Common Shares
          representing  approximately  11.84%  of  the  then  outstanding Common
          Shares  and,  assuming  the  exercise  of all rights to acquire Common
          Shares  owned or controlled by such affiliates, the Professional Group
          would  then  own  or control, in aggregate, Common Shares representing
          approximately  13.38%  of  the  then  outstanding  Common  Shares. One
          director  and  officer  of  certain  affiliates  of  Dundee Securities
          Corporation  is  a director of the Corporation and two other directors
          of  the Corporation are nominees of a Person, the investment portfolio
          of  which is managed by an affiliate of Dundee Securities Corporation.
          The  proceeds  of the Purchased Securities will not be applied for the
          benefit  of  Dundee  Securities  Corporation  or any affiliate thereof
          except  to the extent that they receive a pro rata benefit as a holder
          of  securities  of  the  Corporation.

     (c)  Acknowledgement: The Subscriber acknowledges that the Agents have been
          ---------------
          appointed  by  the  Corporation  to act as agent of the Corporation to
          offer  the  Purchased  Securities  on  a  private  placement basis and
          acknowledges  that the Agents assume no responsibility or liability of
          any  nature whatsoever for the accuracy or adequacy of the information
          regarding the Corporation which is publicly available, that the Agents
          have  not  engaged  in  or conducted an independent investigation with
          respect to the Corporation and that the Agents and the representatives
          and  agents  thereof  are  not  liable  for  any  information given or
          statement made to the Subscriber by the Corporation in connection with
          the  Corporation  or the transaction contemplated by this Subscription
          Agreement  and  the  Subscriber  hereby  releases  the  Agents and the
          representatives  and  agents  thereof from any claim that may arise in
          respect of this Subscription Agreement or the transaction contemplated
          hereby.

10.  GENERAL
     -------

     (a)  Headings:  The  division  of this Subscription Agreement into articles
          --------
          and  sections  and  the  insertion  of headings are for convenience of
          reference only and shall not affect the construction or interpretation
          of  this  Subscription  Agreement.  The  terms  "this  Subscription
          Agreement,"  "hereof,"  "hereunder",  "herein" and similar expressions
          refer  to  this  Subscription  Agreement  and  not  to  any particular
          article,  section  or  other  portion hereof and include any agreement
          supplemental  thereto  and  any  exhibits  attached  hereto.  Unless
          something  in the subject matter or context is inconsistent therewith,
          reference herein to articles, sections and paragraphs are to articles,
          sections,  subsections  and paragraphs of this Subscription Agreement.

     (b)  Number  and  Gender:  Words  importing  the singular number only shall
          -------------------
          include  the  plural  and  vice  versa,  words importing the masculine
          gender  shall  include  the feminine gender and neuter and vice versa.

     (c)  Severability:  If  one  or  more  of  the provisions contained in this
          ------------
          Subscription  Agreement  shall be invalid, illegal or unenforceable in
          any  respect  under  any  applicable  law,  the  validity, legality or
          enforceability  of  the  remaining  provisions  hereof  shall  not  be
          affected  or  impaired  thereby.  Each  of  the  provisions  of  this
          Subscription Agreement is hereby declared to be separate and distinct.

     (d)  Notices:  All  notices  or  other communications to be given hereunder
          -------
          shall be delivered by hand or by telecopier, and if delivered by hand,
          shall be deemed to have been given on


<PAGE>
                                      -22-


          the  date  of  delivery  or,  if  sent  by  telecopier, on the date of
          transmission  if  sent before 5:00 p.m. and such day is a Business Day
          or,  if  not,  on  the  first  Business  Day  following  the  date  of
          transmission.

          Notices to the Corporation shall be addressed to:

               Apollo Gold Corporation
               c/o Fogler, Rubinoff LLP
               Royal Trust Tower
               Suite 4400
               77 King Street West
               Toronto, Ontario
               M5K 1G8

               Attention:   Michael Hobart
               Facsimile:   416-941-8852

          Notices  to  the  Subscriber  shall be addressed to the address of the
          Subscriber  set  out  on  the  execution  page  hereof.

          Either  the  Corporation  or the Subscriber may change its address for
          service  aforesaid  by  notice  in  writing  to the other party hereto
          specifying  its  new  address  for  service  hereunder.

     (e)  Further  Assurances:  Each party hereto shall from time to time at the
          -------------------
          request of the other party hereto do such further acts and execute and
          deliver  such  further  instruments,  deeds  and documents as shall be
          reasonably  required  in  order  to  fully  perform  and carry out the
          provisions of this Subscription Agreement. The parties hereto agree to
          acts honestly and in good faith in the performance of their respective
          obligations  hereunder.

     (f)  Successors  and  Assigns:  Except  as  otherwise  provided,  this
          ------------------------
          Subscription  Agreement  shall  enure  to  the benefit of and shall be
          binding  upon  the  parties hereto and their respective successors and
          permitted  assigns.

     (g)  Entire Agreement: The terms of this Subscription Agreement express and
          ----------------
          constitute  the  entire  agreement  between  the  parties  hereto with
          respect  to the subject matter hereof and no implied term or liability
          of  any  kind  is created or shall arise by reason of anything in this
          Subscription  Agreement.

     (h)  Time  of  Essence:  Time  is  of  the  essence  of  this  Subscription
          -----------------
          Agreement.

     (i)  Amendments:  The provisions of this Subscription Agreement may only be
          ----------
          amended  with  the  written  consent  of  all  of  the parties hereto.

     (j)  Survival:  Notwithstanding  any  other  provision of this Subscription
          --------
          Agreement,  the representations, warranties, covenants and indemnities
          of  or  by  the  Corporation  contained  herein or in any certificate,
          document  or  instrument  delivered  pursuant hereto shall survive the
          completion  of  the  transactions  contemplated  by  this Subscription
          Agreement.

     (k)  Language:  The  parties  hereto acknowledge and confirm that they have
          --------
          requested  that this Subscription Agreement as well as all notices and
          other  documents  contemplated  hereby


<PAGE>
                                      -23-


          be  drawn  up  in  the  English  language.  Les  parties aux presentes
          reconnaissent  et  confirment  qu'elles  ont  convenu  que la presente
          convention  ainsi  que  tous  les avis et documents qui s'y rattachent
          soient  rediges  dans  la  langue  anglaise.

     (l)  Governing  Law:  This  agreement shall be governed by and construed in
          --------------
          accordance  with  the  laws of the Province of Ontario and the laws of
          Canada applicable therein and the parties hereto irrevocably attorn to
          the  jurisdiction  of  the  courts  of  the  Province  of  Ontario.

     (m)  Counterparts:  This  Subscription  Agreement may be executed in two or
          ------------
          more  counterparts  which when taken together shall constitute one and
          the  same  agreement.  Delivery  of  counterparts  may  be effected by
          facsimile  transmission  thereof.

     (n)  Facsimile  Copies: The Corporation and the Agents shall be entitled to
          -----------------
          rely  on a facsimile copy of an executed subscription and renunciation
          agreement  and  acceptance  by  the  Corporation  of  such  facsimile
          subscription  shall be legally effective to create a valid and binding
          agreement  between  the  Subscriber  and the Corporation in accordance
          with  the  terms  thereof.

If  the  foregoing  is  in  accordance  with your understanding, please sign and
return  this  Subscription  Agreement together with the other required documents
signifying  your  agreement  to  purchase  the  Purchased Securities. You hereby
authorize the Agent through which you subscribed for the Purchased Securities to
deliver a copy of this Subscription Agreement on your behalf to the Corporation.


<PAGE>
TO:         APOLLO GOLD CORPORATION
AND TO:     DUNDEE SECURITIES CORPORATION
AND TO:     BMO NESBITT BURNS INC.

The undersigned hereby accepts the foregoing and agrees to be bound by the terms
set  forth  herein  and,  without  limitation, agrees that you may rely upon the
covenants,  representations  and warranties of the undersigned contained herein.

     DATED as of this    21    day of November, 2002.
                      ---------

Number of Purchased Securities to be purchased
at $3.00 each:
                                                --------------------------------
Aggregate Purchase Price:                      $
                                                --------------------------------
Name (full legal name of purchaser) and
Address of Purchaser:
                                                --------------------------------

                                                --------------------------------

                                                --------------------------------
                                                (address, including postal code)


                                                --------------------------------
                                                       (telephone number)


                                                --------------------------------
                                                        (facsimile number)


                                             By:
                                                --------------------------------
                                                           (Signature)


                                                --------------------------------
                                                        (please print name)


                                                --------------------------------
                                                        (official capacity)


                                                --------------------------------
                                                   (social insurance number or
                                                    federal corporate/business
                                                         account number)


                                                --------------------------------
                                                      (federal tax shelter
                                                     identification number)


                                                --------------------------------
                                                       (Quebec tax shelter
                                                   identification number, if
                                                          applicable)


<PAGE>
                                      -2-


If you are signing as agent for a principal, and you are not a trust company or
portfolio manager signing as a trustee or as agent for a fully-managed account,
please complete the following:


                                               ---------------------------------
                                               (name of beneficial purchaser)


                                               ---------------------------------
                                               (address of beneficial purchaser)

                                               ---------------------------------

                                               ---------------------------------

The above-mentioned subscription is hereby accepted by Apollo Gold Corporation.

     DATED as of this   21st      day of November, 2002.
                      ----------


                                               APOLLO  GOLD  CORPORATION


                                               By:  /s/
                                                  ------------------------------
                                                  Authorized Signing Officer


<PAGE>
<TABLE>
<CAPTION>
                                   SCHEDULE A

                                   TERM SHEET
                            APOLLO GOLD CORPORATION

                PRIVATE PLACEMENT OF FLOW-THROUGH COMMON SHARES

<S>                     <C>

Issuer:                 Apollo Gold Corporation (the "Corporation").
                        Private placement of flow-through common shares of the Corporation, on a

Issue:                  best-efforts agency basis.

Issue Price:            3.00 per flow-through common share.

Offering Size:          $ 4,500,000.

Use of Proceeds:        The gross proceeds of the flow-through common shares of the Corporation
                        shall be used for the development of the projects of the Corporation in Canada
                        and other projects approved by the Agents.  The gross proceeds of the flow-
                        through common shares of the Corporation shall be used for qualifying
                        Canadian Exploration Expenses which qualify as a flow-through mining
                        expenditure for purposes of the Income Tax Act (Canada).

Listing:                The common shares of the Corporation are listed on The Toronto Stock
                        Exchange under the symbol APG.

Closing Date:           On or about November 22, 2002, or such other date as is agreed to between the
                        Corporation and the Agents (the "Closing Date").

Conditions:             Execution and delivery of standard documentation including an agency
                        agreement and subscription agreements containing normal representations and
                        warranties, covenants, indemnities and other provisions, delivery of standard
                        closing documents and legal opinions for a transaction of the nature of the
                        offering and compliance with all applicable legal and regulatory requirements.

Agents:                 Dundee Securities Corporation (50%)
                        BMO Nesbitt Burns Inc. (50%)

Agent s' Compensation:  The Corporation shall issue to the Agents as compensation for the Offering
                        93,750 common shares of the Corporation.

Expenses                The Corporation will pay all reasonable expenses and fees incurred in
                        connection with the offering including the reasonable fees and expenses
                        incurred by the Agents' counsel and all reasonable out-of-pocket costs and
                        expenses incurred by the Agents, plus applicable taxes.  Such amounts shall be
                        payable by the Corporation whether or not the offering or any part thereof is
                        completed.

Minimum Subscription:   A minimum of $30,000 for "accredited investors" in British Columbia, Alberta
                        or Ontario.


<PAGE>
                                      -2-


Reporting Issuer and    The Corporation is a reporting issuer under the securities legislation of the
Resale:                 Provinces of British Columbia, Alberta, Manitoba and Ontario.  The
                        Corporation is a "qualifying issuer" under Multilateral Instrument 45-102 of
                        the Canadian Securities Administrators and, accordingly, the flow-through
                        common shares of the Corporation will not be subject to any restricted period
                        or statutory hold period which extends beyond four months and one day after
                        the Closing Date.
</TABLE>


<PAGE>