Unassociated Document


    
      
         

        EXHIBIT
10.3

      

      


      Agreement

      


      Apollo
Gold Corporation: Black Fox Gold Project

      


      General
Security 

      Agreement 

      
        

      

       

      Apollo
Gold Corporation

       

      RMB
Resources Inc.

       

      
        
          
            
              
                
                  
                    	
                            

                          	 	 
      
	 	 	 	 
	 
      	
                            QV1.Building,
      250 St Georges Terrace, Perth Western Australia 6000
Australia

                             

                            Sydney
      Melbourne Perth Brisbane Singapore

                          	 	
                            Telephone:
      + 8 9211 7777  Facsimile + 61 8 9211 7878

                            www.freehills.com  DX
      104 Perth

                             

                            Correspondent
      offices Hanoi Ho Chi Minh City Jakarta Kuala
  Lumpur

                          


                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    
                      

                    

                  


          

        

      

      


      Contents

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 	Table of contents	 
	 	 	 
	 
      	
                                                                    The
      agreement

                                                                  	
                                                                    3

                                                                  
	 
      	 	 
      
	
                                                                    1

                                                                  	
                                                                    Security

                                                                  	
                                                                    4

                                                                  
	 
      	
                                                                    1.1

                                                                  	
                                                                    Terms
      incorporated by reference

                                                                  	
                                                                    4

                                                                  
	 
      	
                                                                    1.2

                                                                  	
                                                                    Grant
      of security

                                                                  	
                                                                    4

                                                                  
	 
      	
                                                                    1.3

                                                                  	
                                                                    [Intentionally
      Deleted]

                                                                  	
                                                                    5

                                                                  
	 
      	
                                                                    1.4

                                                                  	
                                                                    Obligations
      secured

                                                                  	
                                                                    5

                                                                  
	 
      	
                                                                    1.5

                                                                  	
                                                                    Attachment

                                                                  	
                                                                    5

                                                                  
	 
      	
                                                                    1.6

                                                                  	
                                                                    Scope
      of Security Interest

                                                                  	
                                                                    5

                                                                  
	 
      	
                                                                    1.7

                                                                  	
                                                                    Care
      and custody of Collateral

                                                                  	
                                                                    6

                                                                  
	 
      	
                                                                    1.8

                                                                  	
                                                                    Amalgamation

                                                                  	
                                                                    6

                                                                  
	 
      	
                                                                    1.9

                                                                  	
                                                                    Security
      Agent’s limitation of liability protection

                                                                  	
                                                                    6

                                                                  
	 
      	
                                                                    1.10

                                                                  	
                                                                    Estoppel
      letter

                                                                  	
                                                                    7

                                                                  
	 
      	 
      	 
      
	
                                                                    2

                                                                  	
                                                                    Representations
      and warranties of the corporation

                                                                  	
                                                                    7

                                                                  
	 
      	
                                                                    2.1

                                                                  	
                                                                    Representations
      and warranties

                                                                  	
                                                                    7

                                                                  
	 
      	
                                                                    2.2

                                                                  	
                                                                    Representations
      and warranties in Transaction Documents

                                                                  	
                                                                    8

                                                                  
	 
      	
                                                                    2.3

                                                                  	
                                                                    Survival
      of representations and warranties

                                                                  	
                                                                    8

                                                                  
	 
      	 
      	 
      
	
                                                                    3

                                                                  	
                                                                    Enforcement

                                                                  	
                                                                    8

                                                                  
	 
      	
                                                                    3.1

                                                                  	
                                                                    Enforcement

                                                                  	
                                                                    8

                                                                  
	 
      	
                                                                    3.2

                                                                  	
                                                                    Remedies

                                                                  	
                                                                    8

                                                                  
	 
      	
                                                                    3.3

                                                                  	
                                                                    Additional
      rights

                                                                  	
                                                                    9

                                                                  
	 
      	
                                                                    3.4

                                                                  	
                                                                    Receiver's
      powers

                                                                  	
                                                                    10

                                                                  
	 
      	
                                                                    3.5

                                                                  	
                                                                    Appointment
      of attorney

                                                                  	
                                                                    10

                                                                  
	 
      	
                                                                    3.6

                                                                  	
                                                                    Dealing
      with the Collateral

                                                                  	
                                                                    10

                                                                  
	 
      	
                                                                    3.7

                                                                  	
                                                                    Standards
      of sale

                                                                  	
                                                                    11

                                                                  
	 
      	
                                                                    3.8

                                                                  	
                                                                    Dealings
      by third parties

                                                                  	
                                                                    11

                                                                  
	 
      	 
      	 
      
	
                                                                    4

                                                                  	
                                                                    General

                                                                  	
                                                                    11

                                                                  
	 
      	
                                                                    4.1

                                                                  	
                                                                    Discharge

                                                                  	
                                                                    11

                                                                  
	 
      	
                                                                    4.2

                                                                  	
                                                                    Amendments

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.3

                                                                  	
                                                                    Waivers

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.4

                                                                  	
                                                                    No
      merger

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.5

                                                                  	
                                                                    Further
      assurances

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.6

                                                                  	
                                                                    Supplemental
      security

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.7

                                                                  	
                                                                    Notices

                                                                  	
                                                                    12

                                                                  
	 
      	
                                                                    4.8

                                                                  	
                                                                    Successors
      and assigns

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.9

                                                                  	
                                                                    Waiver
      and Variation

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.10

                                                                  	
                                                                    Gender
      and number

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.11

                                                                  	
                                                                    Headings

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.12

                                                                  	
                                                                    Language

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.13

                                                                  	
                                                                    Severability

                                                                  	
                                                                    13

                                                                  
	 
      	
                                                                    4.14

                                                                  	
                                                                    Governing
      law

                                                                  	
                                                                    13

                                                                  
	 	 	 
	 
      	
                                                                    Schedules

                                                                  	 
      
	 	 	 
	 
      	
                                                                    Schedule
      1 - Notice details

                                                                  	
                                                                    15

                                                                  
	 	 	 
	 
      	
                                                                    Schedule
      2 - APG place of business

                                                                  	
                                                                    16

                                                                  
	 	 	 
	 
      	
                                                                    Schedule
      3 - Mining Claims

                                                                  	
                                                                    17

                                                                  
	 	 	 
	 
      	
                                                                    Schedule
      4 – Personal Property Registrations

                                                                  	
                                                                    19

                                                                  
	 	 	 	 
	 
      	
                                                                    1.

                                                                  	
                                                                    Caterpillar
      Financial Services Limited

                                                                  	
                                                                    19

                                                                  
	 
      	
                                                                    2.

                                                                  	
                                                                    CIT
      Financial Ltd.

                                                                  	
                                                                    19

                                                                  
	 
      	
                                                                    3.

                                                                  	
                                                                    Mazuma
      Capital Corp

                                                                  	
                                                                    19

                                                                  
	 
      	
                                                                    4.

                                                                  	
                                                                    Nexcap
      Finance Corporation

                                                                  	
                                                                    20

                                                                  
	 
      	
                                                                    5.

                                                                  	
                                                                    Mazuma
      Capital Corp.

                                                                  	
                                                                    21

                                                                  
	 	 	 
	 
      	
                                                                    Signing
      page

                                                                  	
                                                                    22

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	
                            General
      Security Agreement - APG

                          	
                            Contents 1

                          


                  

                

              

            

          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              	
                      

                    


            

          

        

      

       

      The
agreement


      
         

        General
Security Agreement 

          
            

          

        

      

       

      Date    December 10,
2008

       

      
        
          
            
              
                
                  
                    
                      	
                              Between
      the parties

                               

                            	 
      
	 
      	
                               

                              Apollo
      Gold Corporation

                               

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

                               

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

                               

                              (APG)

                               

                            
	 	 
	
                              Security
      Agent

                            	
                              RMB
      Resources Inc.

                               

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

                               

                              (Security Agent, and collectively
      with RMB Australia Holdings Limited, Macquarie Bank Limited and each
      Beneficiary (as defined in the Security Agent Agreement) (as hereinafter
      defined), for and on behalf of the Finance
      Parties)

                               

                            
	 	 
	
                              Background

                            	
                              1  RMB Australia
      Holdings Limited and Macquarie Bank Limited have agreed, or may in the
      future agree, to make certain credit facilities available to APG on the
      terms and conditions contained in (a) a bridge facility agreement between
      APG and the Finance Parties dated on or about the date of this agreement ,
      and (b) a project facility agreement for the development of the Black Fox
      gold project to be entered into between APG and the Finance Parties after
      the date of this agreement, (each as amended, supplemented, modified,
      extended, renewed, novated, refinanced, restated or replaced from time to
      time, a Facility
      Agreement).

                               

                              2     
      APG may after the date of this agreement enter into commodity
      hedging arrangements with RMB Australia Holdings Limited and Macquarie
      Bank Limited pursuant to an ISDA Master Agreement (ISDA Master
      Agreement).

                               

                              3     
      The Security Agent holds the benefit of this agreement and
      the  security granted hereunder for itself and the other Finance
      Parties pursuant to the terms of the Security Agent Agreement between APG
      and the Security Agent dated on or about the date of this agreement (as
      amended, supplemented, modified, extended, renewed, novated, refinanced,
      restated or replaced from time to time, the Security Agent
      Agreement) as security for the payment and performance of the
      obligations of APG under the Facility Agreements, the ISDA Master
      Agreement  and the other Transaction Documents (as such term is
      defined in the Security Agent
Agreement).

                            


                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        	
                                General
      Security Agreement - APG

                              	
                                page
      3

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

          

      
        
          	
                  

                	
                   

                	
                  1           Security

                


        

      

       

      
        
          	 	 
      
	
                   

                  The
      parties agree

                	
                   

                  In
      consideration of, among other things, the mutual promises contained in
      this agreement and other good and valuable consideration (the receipt and
      adequacy of which is acknowledged), APG agrees as
  follows:

                


        

      

       

      
        
          
            	
                    1

                  	
                    Security

                  


          

        

         

      

      
        	
                1.1

              	
                Terms
      incorporated by reference

              


      

       

      Terms
defined in:

       

      
        	
                (a)

              	
                the
      Personal Property
      Security Act (Ontario) (as amended from time to time) (PPSA);
  or

              


      

       

      
        	
                (b)

              	
                the
      Security Agent Agreement,

              


      

       

      which are
used in this agreement will have the same meanings in this agreement unless the
context requires otherwise.

       

      
        	
                1.2

              	
                Grant
      of security

              


      

       

      Subject
to clause 1.6, APG grants to the Security Agent (for its own benefit and the
benefit of the other Finance Parties) a security interest in all APG’s right,
title and interest in and to all presently owned and hereafter acquired
property, assets and undertaking of APG (both real and personal) including all
of the present and after acquired personal property of APG and any and all of
APG’s:

       

      
        	
                (a)

              	
                inventory
      including goods held for sale, lease or resale, goods furnished or to be
      furnished to third parties under contracts of lease, consignment or
      service, goods which are raw materials or work in process, goods used in
      or procured for packing and materials used or consumed in the business of
      APG;

              


      

       

      
        	
                (b)

              	
                equipment,
      machinery, furniture, fixtures, plants, vehicles and other goods of every
      kind and description and all licences and other rights (including all
      mining and exploration rights and licenses and the mining claims described
      in schedule 5) and all records, files, charts, plans, drawings,
      specifications, manuals and documents relating to those
    items;

              


      

       

      
        	
                (c)

              	
                accounts
      due or accruing due, the credit balance and all on deposit in those
      accounts, and all agreements, books, accounts, invoices, letters,
      documents and papers recording, evidencing or relating to those
      accounts;

              


      

       

      
        	
                (d)

              	
                money,
      documents of title, chattel paper, instruments and investment
      property;

              


      

       

      
        	
                (e)

              	
                intangibles
      including all security interests, goodwill, chooses in action and
      contractual rights, interests and benefits, and all trade-marks,
      trade-mark registrations and pending trade-mark applications, patents and
      pending patent applications and copyrights and other intellectual
      property;

              


      

       

      
        	
                (f)

              	
                mining
      and exploration rights, whether by way of license or claim, real or
      personal, freehold or leasehold, including without limitation those
      described in Schedule 3;

              


      

       

      
        	
                (g)

              	
                substitutions
      and replacements of and increases, additions and, where applicable,
      accessions to the property, rights, interests or benefits described in
      clause 1.2(a) to clause 1.2(f) inclusive;
and

              


      

       

      
        	
                (h)

              	
                proceeds
      in any form derived directly or indirectly from any dealing with all or
      any part of the property, rights, interests or benefits described in
      clause 1.2(a) to 1.2(g) inclusive of the proceeds of those
      proceeds,

              


      

       

      all such
property, assets and undertaking being, collectively, the Collateral.


       

      
        
          
            
              
                
                  
                    
                      	
                              General
      Security Agreement - APG

                            	
                              page
      4

                            


                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  1           Security

                


        

      

       

      
        	
                1.3

              	
                [Intentionally
      Deleted]

              


      

       

      
        	
                1.4

              	
                Obligations
      secured

              


      

       

      
        	
                (a)

              	
                The
      security interest granted in this agreement (Security Interest)
      secures the payment and performance of all debts, liabilities and
      obligations present or future, direct or indirect, absolute or contingent,
      matured or unmatured at any time or from time to time due or accruing due
      and owing (including all charges and fees of the Finance Parties due from
      APG) to the Finance Parties (or any of them) pursuant to or in connection
      with the Transaction Documents (collectively, and together with the
      expenses, costs and charges set out in clause 1.4(b), the Obligations).

              


      

       

      
        	
                (b)

              	
                All
      expenses, costs and charges incurred by or on behalf of the Finance
      Parties in connection with this agreement, the Security Interest or the
      Collateral, including all reasonable legal fees and all court costs,
      receiver's or agent's remuneration and other expenses of taking possession
      of, repairing, protecting, insuring, preparing for disposition, realizing,
      collecting, selling, transferring, delivering or obtaining payment of the
      Collateral or other lawful exercises of the powers conferred by the
      Transaction Documents, and of taking, defending or participating in any
      action or proceeding in connection with any of those matters or otherwise
      in connection with the Finance Parties’ interest in any Collateral,
      whether or not directly relating to the enforcement of this agreement or
      the Transaction Documents, will be added to and form a part of the
      Obligations.

              


      

       

      
        	
                1.5

              	
                Attachment

              


      

       

      
        	
                (a)

              	
                APG
      acknowledges that:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                value
      has been given;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                it
      has rights in the Collateral (other than after-acquired
      Collateral);

              


      

       

      
        	
                 
      

              	
                (3)

              	
                it
      has not agreed to postpone the time of attachment of the Security
      Interest; and

              


      

       

      
        	
                 
      

              	
                (4)

              	
                it
      has received a duplicate original copy of this
  agreement.

              


      

       

      
        	
                (b)

              	
                APG
      will promptly inform the Finance Parties in writing of the acquisition by
      APG of any personal property which is not adequately described in this
      agreement, and APG will execute and deliver, at its own expense, from time
      to time, amendments to this agreement or additional agreements as may be
      required by the Finance Parties.

              


      

       

      
        	
                1.6

              	
                Scope
      of Security Interest

              


      

       

      
        	
                (a)

              	
                The
      Collateral does not include and the Security Interest will not extend to
      consumer goods.

              


      

       

      
        	
                (b)

              	
                The
      Security Interest will not extend or apply to the last day of the term of
      any lease or sublease or any agreement for a lease or sublease now held or
      subsequently acquired by APG in respect of real property, but APG will
      stand possessed of that last day on trust to assign and dispose of it as
      the Finance Parties may direct.

              


      

       

      
        	
                (c)

              	
                To
      the extent that an assignment of amounts payable and other proceeds
      arising under or in connection with, or the grant of a security interest
      in any agreement, licence or permit  of APG would result in the
      termination of that agreement, licence or permit  (each, a Restricted Asset), the
      Security Interest with respect to each Restricted Asset will constitute a
      trust created in favour of the Security Agent pursuant to which APG holds
      as trustee all proceeds arising under or in connection with the Restricted
      Asset in trust for the Security Agent on the following
    basis:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                until
      the Security Interest is enforceable and subject to the Transaction
      Documents, APG is entitled to receive all those proceeds;
    and

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        	
                                General
      Security Agreement - APG

                              	
                                page
      5

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  1           Security

                


        

      

       

      
        	
                 
      

              	
                (2)

              	
                whenever
      the Security Interest is
enforceable:

              


      

       

      
        	
                 
      

              	
                ·

              	
                all
      rights of APG to receive those proceeds cease and all those proceeds will
      be immediately paid over to the Security Agent;
  and

              


      

       

      
        	
                 
      

              	
                ·

              	
                APG
      will take all actions requested by the Security Agent to collect and
      enforce payment and other rights arising under the Restricted
      Asset.

              


      

       

      
        	
                1.7

              	
                Care
      and custody of Collateral

              


      

       

      
        	
                (a)

              	
                The
      Finance Parties will have no obligation to keep Collateral in their
      possession from time to time, if any,
  identifiable.

              


      

       

      
        	
                (b)

              	
                The
      Security Agent may, both before and after the Security Interest has become
      enforceable:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                notify
      any person obligated on an account or on chattel paper or any obligor on
      an instrument to make payments to the Security Agent whether or not APG
      was previously making collections on those accounts, chattel paper or
      instruments; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                assume
      control of any proceeds arising from the
  Collateral.

              


      

       

      
        	
                1.8

              	
                Amalgamation

              


      

       

      
        	
                (a)

              	
                APG
      acknowledges and agrees that if it amalgamates or merges with or into any
      other corporation or corporations,
then:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                the
      term APG will extend to and include the continuing corporation from that
      amalgamation or merger;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      term "Obligations" will extend to and include the Obligations of each of
      the amalgamating or merging corporations at the time of that amalgamation
      or merger arising after that amalgamation or merger;
  and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                the
      Collateral secured in this agreement and the Security Interests over the
      Collateral of APG will extend to and include all of the property, assets
      and undertakings of each of the amalgamating or merging corporations at
      the time of that amalgamation or merger and any and all property, assets
      and undertakings of the continuing corporation from that amalgamation or
      merger owned or acquired by that continuing corporation after that
      amalgamation or merger.

              


      

       

      
        	
                (b)

              	
                For
      the avoidance of doubt, APG agrees that it will not amalgamate or merge
      with or into any other corporation or corporations without the consent of
      the Finance Parties.

              


      

       

      
        	
                1.9

              	
                Security
      Agent’s limitation of liability
protection

              


      

       

      
        	
                (a)

              	
                Limitation of
      liability

              


      

       

      
        	
                 
      

              	
                (1)

              	
                The
      Security Agent enters into this agreement only in its capacity as security
      agent under the Security Agent Agreement and in no other
      capacity.

              


      

       

      
        	
                 
      

              	
                (2)

              	
                A
      liability arising under or in connection with this agreement (whether that
      liability arises under a specific provision of this agreement, for breach
      of contract or otherwise) can be enforced against the Security Agent only
      to the extent to which it can be satisfied out of property of the Fund out
      of which the Security Agent is actually indemnified for the
      liability.

              


      

       

      
        
          
            
              	
                       
      

                    	
                      (3)

                    	
                      The
      limitation of the Security Agent’s liability under this clause 1.9
      applies despite any other provision of this agreement (other than
      clause 1.9(c)) and extends to all liabilities and obligations of the
      Security Agent in relation to any representation, warranty, conduct,
      omission, agreement or transaction related to this
    agreement.

                    


            

             

          

        

        
          
            
              
                
                  
                    
                      
                        	
                                General
      Security Agreement - APG

                              	
                                page
      6

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    2     Representations
      and warranties of the
corporation

                  

                


        

      

       

      
        	
                (b)

              	
                No action against the Security
      Agent personally

              


      

       

      The
parties may not:

       

      
        	
                 
      

              	
                (1)

              	
                sue
      the Security Agent personally;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                seek
      the appointment of a liquidator, administrator, receiver or similar person
      to the Security Agent; or

              


      

       

      
        	
                 
      

              	
                (3)

              	
                prove
      in any liquidation, administration or arrangement of or affecting the
      Security Agent.

              


      

       

      
        	
                (c)

              	
                Exception

              


      

      
         

        The
provisions of this clause 1.9 will not apply to any obligation or liability
of the Security Agent to the extent that it is not satisfied because there is a
reduction in the extent, or an extinguishment, of the Security Agent’s
indemnification out of the assets of the Fund, as a result of the Security
Agent’s fraud, gross negligence or breach of trust.

      

       

      
        	
                1.10

              	
                Estoppel
      letter

              


      

       

      APG
undertakes and agrees to use its reasonable commercial best efforts to deliver
to the Security Agent, as soon as reasonably practicable, an estoppel letter
from the applicable secured party with respect to each of the personal property
registrations set out in Schedule 4, such letter to be in form and substance
satisfactory to the Security Agent acting reasonably, provided such undertaking
with respect to any such registration shall also be satisfied with the discharge
of such undertaking.


      
         

        
          
            	
                    2

                  	
                    Representations
      and
      warranties of the
corporation

                  


          

        

      

       

      
        	
                2.1

              	
                Representations
      and warranties

              


      

       

      APG
represents and warrants to the Security Agent (for the benefit of itself and the
other Finance Parties) as follows, and acknowledges that the Finance Parties are
relying on those representations and warranties in connection with this
agreement:

       

      
        	
                (a)

              	
                Incorporation and
      qualification: APG is a corporation incorporated and validly
      existing under the laws of the Yukon Territory,
  Canada.

              


      

       

      
        	
                (b)

              	
                Corporate power: APG has
      all the requisite corporate power and authority
  to:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                own,
      lease and operate its properties and assets and to carry on its business
      as now being conducted by it; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                enter
      into and perform its obligations under this
  agreement.

              


      

       

      
        	
                (c)

              	
                Conflict with other
      instruments: The execution and delivery by APG and the performance
      by it of its obligations under, and compliance with the terms, conditions
      and provisions of this agreement do not and will not violate any law,
      regulation, authorisation, ruling, consent, judgment, order or decree of a
      governmental agency, its constating documents or by-laws, or an
      Encumbrance or document which is binding on it or on its
      assets.

              


      

       

      
        	
                (d)

              	
                Execution and binding
      obligation: This agreement has been duly executed and delivered by
      APG and constitutes a legal, valid and binding obligation of APG
      enforceable against it in accordance with its terms, subject only to any
      limitation under applicable laws relating
to:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                bankruptcy,
      insolvency, arrangement or creditors' rights generally;
  and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                the
      discretion that a court may exercise in the granting of equitable
      remedies.

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        	
                                General
      Security Agreement - APG

                              	
                                page
      7

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    3     Enforcement

                  

                


        

      

       

      
        	
                (e)

              	
                Continuous
      perfection: Schedules 1 and 2
      set out APG’s place of business or, if more than one, APG’s chief
      executive office, and the jurisdictions in which APG’s tangible personal
      are located.  APG will not change these locations without
      providing at least 30 days’ prior written notice to the Finance
      Parties.

              


      

       

      
        	
                (f)

              	
                Mining Claims: Schedule
      3 sets out all mining claims in which APG (including any nominee thereof)
      as any right, title or interest.

              


      

       

      
        	
                (g)

              	
                Permitted Encumbrances:
      The Collateral is free of all Encumbrances other than Permitted
      Encumbrances.

              


      

       

      
        	
                (b)

              	
                Leasehold and Freehills Real
      Property: Schedule 9 of the Bridge Facility Agreement sets out all
      real property in which APG (including any nominee thereof) has any
      leasehold interest or freehold interest at the date
  hereof.

              


      

       

      
        	
                2.2

              	
                Representations
      and warranties in Transaction
Documents

              


      

       

      Notwithstanding
the representations and warranties of APG set forth in clause 2.1 of this
agreement, APG further represents and warrants to the Security Agent (for the
benefit of itself and each other Finance Party), and further acknowledges that
the Finance Parties are relying on those representations and warranties in
connection with this agreement, that the representations and warranties of APG
contained in the Transaction Documents are true and correct in all respects as
of the date of this agreement.

       

      
        	
                2.3

              	
                Survival
      of representations and warranties

              


      

       

      The
representations and warranties in this agreement and in any certificates or
documents delivered to the Finance Parties will not merge in or be prejudiced by
and will survive any advance and will continue in full force and effect so long
as any amounts are owing by APG to the Finance Parties under the Transaction
Documents.


      
         

        
          
            	
                    3

                  	
                    Enforcement

                  


          

        

      

       

      
        	
                3.1

              	
                Enforcement

              


      

       

      The
Security Interest will be and become enforceable against APG if and when APG
fails to repay or perform any of the Obligations when due and payable or when
due to be performed, as the case may be, or on the occurrence and
during the continuance of an Event of Default or a Termination Event (as
specified in a Facility Agreement or the ISDA Master Agreement, or a default
event under any other Transaction Document).

       

      
        	
                3.2

              	
                Remedies

              


      

       

      
        	
                (a)

              	
                Subject
      to clause 3.2(b), whenever the Security Interest has become enforceable,
      the Security Agent may realize on the Collateral and enforce its rights
      by:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                entry
      onto any premises where Collateral consisting of tangible personal
      property may be located;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                entry
      into possession of the Collateral by any method permitted by
      law;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                sale
      or lease of all or any part of the
Collateral;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                collection
      of any proceeds arising in respect of the
  Collateral;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                collection,
      realization or sale of, or other dealing with, the
    accounts;

              


      

       

      
        	
                 
      

              	
                (6)

              	
                appointment
      by instrument in writing of a receiver (which term as used in this
      agreement includes a receiver and manager) or agent of all or any part of
      the Collateral and removal or replacement from time to time of any
      receiver or agent;

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    General
      Security Agreement - APG

                                  	
                                    page
      8

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    3     Enforcement

                  

                


        

      

       

      
        	
                 
      

              	
                (7)

              	
                institution
      of proceedings in any court of competent jurisdiction for the appointment
      of a receiver of all or any part of the
  Collateral;

              


      

       

      
        	
                 
      

              	
                (8)

              	
                institution
      of proceedings in any court of competent jurisdiction for sale or
      foreclosure of all or any part of the
  Collateral;

              


      

       

      
        	
                 
      

              	
                (9)

              	
                filing
      of proofs of claim and other documents to establish claims to the
      Collateral in any proceeding relating to
APG;

              


      

       

      
        	
                 
      

              	
                (10)

              	
                any
      other remedy or proceeding available, authorized or permitted under the
      PPSA or otherwise by contract, law or equity;
  and

              


      

       

      
        	
                 
      

              	
                (11)

              	
                application
      of any moneys constituting Collateral or proceeds of
      Collateral.

              


      

       

      
        	
                (b)

              	
                The
      remedies referred to in clause 3.2(a) may be exercised from time to time
      separately or in combination and are in addition to, and not in
      substitution for, any other rights of the Finance Parties however
      created.  The Finance Parties will not be bound to exercise any
      right or remedy, and the exercise of any rights and remedies will be
      without prejudice to the rights of the Finance Parties in respect of the
      Obligations including the right to claim for any
    deficiency.

              


      

       

      
        	
                3.3

              	
                Additional
      rights

              


      

       

      In
addition to the remedies referred to in clause 3.2, the Security Agent may,
whenever the Security Interest has become enforceable:

       

      
        	
                (a)

              	
                require
      APG, at APG's expense, to assemble the Collateral at a place or places
      designated by notice in writing and APG agrees to so assemble the
      Collateral;

              


      

       

      
        	
                (b)

              	
                require
      APG, by notice in writing, to disclose to the Security Agent the location
      or locations of the Collateral and APG agrees to make that disclosure when
      so required;

              


      

       

      
        	
                (c)

              	
                repair,
      process, modify, complete or otherwise deal with the Collateral and
      prepare for the disposition of the Collateral, whether on the premises of
      APG or otherwise;

              


      

       

      
        	
                (d)

              	
                carry
      on all or any part of the business of APG and, to the exclusion of all
      others including APG, enter on, occupy and use all or any of the premises,
      buildings, and other property of or used by APG for that time as the
      Security Agent sees fit, free of charge, and the Finance Parties will not
      be liable to APG for any act, omission or negligence in so doing or for
      any rent, charges, depreciation or damages incurred in connection with or
      resulting from that action;

              


      

       

      
        	
                (e)

              	
                require
      APG to engage a consultant or consultants of the Security Agent’s sole
      choice, that consultant to receive the full cooperation and support of APG
      and its directors, officers and employees, including unrestricted access
      to the premises and books and records of APG; all reasonable fees and
      expenses of that consultant will be for the account of APG and APG
      authorizes that consultant to report directly to the Security Agent and to
      disclose to the Security Agent any and all information obtained by that
      consultant;

              


      

       

      
        	
                (f)

              	
                borrow
      for the purpose of carrying on the business of APG or for the maintenance,
      preservation or protection of the Collateral and grant a security interest
      in the Collateral, whether or not in priority to the Security Interest, to
      secure repayment;

              


      

       

      
        	
                (g)

              	
                commence,
      continue or defend any judicial or administrative proceedings for the
      purpose of protecting, seizing, collecting, realizing or obtaining
      possession or payment of the Collateral, and give good and valid receipts
      and discharges in respect of the Collateral and compromise or give time
      for the payment or performance of all or any part of the accounts or any
      other obligation of any third party to APG;
and

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page
      9

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    3     Enforcement

                  

                


        

      

       

      
        	
                (h)

              	
                require
      APG to execute and deliver any and all instruments, documents, notices or
      writings necessary to permit the Security Agent to realize on and enforce
      its rights to any of the
Collateral.

              


      

       

      
        	
                3.4

              	
                Receiver's
      powers

              


      

       

      
        	
                (a)

              	
                Any
      receiver appointed by the Security Agent will be vested with the rights
      and remedies which could have been exercised by the Security Agent in
      respect of APG or the Collateral and those other powers and discretions as
      are granted in the instrument of appointment and any supplemental
      instruments. The identity of the receiver, its replacement and its
      remuneration will be within the sole and unfettered discretion of the
      Security Agent.

              


      

       

      
        	
                (b)

              	
                Any
      receiver appointed by the Security Agent will act as agent for the Finance
      Parties for the purposes of taking possession of the Collateral, but
      otherwise and for all other purposes (except as provided below), as agent
      for APG.  The receiver may sell, lease, or otherwise dispose of
      Collateral as agent for APG or as agent for the Security Agent as the
      Security Agent may determine in its discretion. APG agrees to ratify and
      confirm all actions of the receiver acting as agent for APG, and to
      release and indemnify the receiver in respect of all those
      actions.

              


      

       

      
        	
                (c)

              	
                The
      Security Agent, in appointing or refraining from appointing any receiver,
      will not incur liability to the receiver, APG or otherwise and will not be
      responsible for any misconduct or negligence of the
    receiver.

              


      

       

      
        	
                3.5

              	
                Appointment
      of attorney

              


      

       

      APG
irrevocably appoints the Security Agent (including any officer or agent of the
Security Agent), as attorney of APG (with full power of substitution) to do,
make and execute, in the name of and on behalf of APG, on the occurrence and
during the continuance of an Event of Default and at any other time that the
Security Interest will be enforceable, all further acts, documents, matters and
things which a Security Agent may deem necessary or advisable to accomplish the
purposes of this agreement including the execution, endorsement and delivery of
documents and any notices, receipts, assignments or verifications of the
accounts. This power of attorney is irrevocable, is coupled with an interest,
has been given for valuable consideration (the receipt and adequacy of which is
acknowledged) and survives and does not terminate upon the bankruptcy,
dissolution, winding up or insolvency of APG.  All acts of the
attorney are ratified and approved, and the attorney will not be liable for any
act, failure to act or any other matter or thing, other than arising out of its
own wilful misconduct, fraud or gross negligence.

       

      
        	
                3.6

              	
                Dealing
      with the Collateral

              


      

       

      
        	
                (a)

              	
                The
      Finance Parties will not be obliged to exhaust their recourse against APG
      or any other person or against any other security they may hold in respect
      of the Obligations before realizing on or otherwise dealing with the
      Collateral in any manner as the Security Agent may consider
      desirable.

              


      

       

      
        	
                (b)

              	
                The
      Finance Parties may grant extensions or other indulgences, take and give
      up securities, accept compositions, grant releases and discharges and
      otherwise deal with APG and with other persons, sureties or securities as
      they may see fit without prejudice to the Obligations, the liability of
      APG or the rights of the Finance Parties in respect of the
      Collateral.

              


      

       

      
        	
                (c)

              	
                Except
      as otherwise provided by law or this agreement, the Finance Parties will
      not be:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                liable
      or accountable for any failure to collect, realize or obtain payment in
      respect of the Collateral;

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page 10

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    4     General

                  

                


        

      

       

      
        	
                 
      

              	
                (2)

              	
                bound
      to institute proceedings for the purpose of collecting, enforcing,
      realizing or obtaining payment of the Collateral or for the purpose of
      preserving any rights of any persons in respect of the
      Collateral;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                responsible
      for any loss occasioned by any sale or other dealing with the Collateral
      or by the retention of or failure to sell or otherwise deal with the
      Collateral; or

              


      

       

      
        	
                 
      

              	
                (4)

              	
                bound
      to protect the Collateral from depreciating in value or becoming
      worthless.

              


      

       

      
        	
                3.7

              	
                Standards
      of sale

              


      

       

      Without
prejudice to the ability of the Security Agent to dispose of the Collateral in
any manner which is commercially reasonable, APG acknowledges that:

       

      
        	
                (a)

              	
                Collateral
      may be disposed of in whole or in
part;

              


      

       

      
        	
                (b)

              	
                Collateral
      may be disposed of by public auction, public tender or private contract,
      with or without advertising and without any other
    formality;

              


      

       

      
        	
                (c)

              	
                any
      assignee of that Collateral may be a customer of the Finance
      Parties;

              


      

       

      
        	
                (d)

              	
                a
      disposition of Collateral may be on those terms and conditions as to
      credit or otherwise as the Finance Parties, in their sole discretion, may
      deem advantageous; and

              


      

       

      
        	
                (e)

              	
                the
      Finance Parties may establish an upset or reserve bid or price in respect
      of Collateral.

              


      

       

      
        	
                3.8

              	
                Dealings
      by third parties

              


      

       

      
        	
                (a)

              	
                No
      person dealing with the Security Agent or an agent or receiver will be
      required to determine:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                whether
      the Security Interest has become
enforceable;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                whether
      the powers which that person is purporting to exercise have become
      exercisable;

              


      

       

      
        	
                 
      

              	
                (3)

              	
                whether
      any money remains due to the Finance Parties by
  APG;

              


      

       

      
        	
                 
      

              	
                (4)

              	
                the
      necessity or expediency of the stipulations and conditions subject to
      which any sale or lease is made;

              


      

       

      
        	
                 
      

              	
                (5)

              	
                the
      propriety or regularity of any sale or other dealing by the Finance
      Parties with the Collateral; or

              


      

       

      
        	
                 
      

              	
                (6)

              	
                how
      any money paid to the Finance Parties has been
  applied.

              


      

       

      
        	
                (b)

              	
                Any
      bona fide purchaser of all or any part of the Collateral from the Security
      Agent or a receiver or agent will hold the Collateral absolutely, free
      from any claim or right of whatever kind, including any equity of
      redemption, of APG, which it specifically waives (to the fullest extent
      permitted by law) as against any purchaser together with all rights of
      redemption, stay or appraisal which APG has or may have under any rule of
      law or statute now existing or adopted in the
  future.

              


      

       

      
        
          
            	
                    4

                  	
                    General

                  


          

        

      

       

      
        	
                4.1

              	
                Discharge

              


      

       

      
        	
                (a)

              	
                The
      Security Interest will be discharged on, but only
  on:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                full
      payment and performance of the Obligations;
and

              


      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page 11

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    4     General

                  

                


        

      

       

      
        	
                 
      

              	
                (2)

              	
                the
      Transaction Parties having no obligations under the Facility Agreements or
      any other Transaction Document.

              


      

       

      
        	
                (b)

              	
                On
      discharge of the Security Interest and at the request and expense of APG,
      the Security Agent will execute and deliver to APG those releases and
      discharges as APG may reasonably
require.

              


      

       

      
        	
                4.2

              	
                Amendments

              


      

       

      No
amendment or waiver of any provision of this agreement, nor consent to any
departure by APG from those provisions, is effective unless in writing and
approved by the Security Agent.  Any amendment, waiver or consent is
effective only in the specific instance and for the specific purpose for which
it was given.

       

      
        	
                4.3

              	
                Waivers

              


      

       

      No
failure on the part of the Finance Parties to exercise, and no delay in
exercising, any right under this agreement will operate as a waiver of that
right; nor will any single or partial exercise of any right under this agreement
preclude any other or further exercise of that right or the exercise of any
other right.

       

      
        	
                4.4

              	
                No
      merger

              


      

       

      This
agreement will not operate by way of merger of any of the Obligations and no
judgment recovered by the Finance Parties will operate by way of merger of, or
in any way affect, the Security Interest, which is in addition to, and not in
substitution for, any other security now or subsequently held by the Finance
Parties in respect of the Obligations.

       

      
        	
                4.5

              	
                Further
      assurances

              


      

       

      
        	
                (a)

              	
                APG
      will, from time to time, whether before or after the Security Interest has
      become enforceable, do all acts and things and execute and deliver all
      transfers, assignments and instruments as the Security Agent may
      reasonably require for:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                protecting
      the Collateral;

              


      

       

      
        	
                 
      

              	
                (2)

              	
                perfecting
      the Security Interest; and

              


      

       

      
        	
                 
      

              	
                (3)

              	
                exercising
      all powers, authorities and discretions conferred on the Security
      Agent.

              


      

       

      
        	
                (b)

              	
                APG
      will, from time to time after the Security Interest has become
      enforceable, do all acts and things and execute and deliver all transfers,
      assignments and instruments as the Security Agent may require for
      facilitating the sale or other disposition of the Collateral in connection
      with its realization.

              


      

       

      
        	
                4.6

              	
                Supplemental
      security

              


      

       

      This
agreement is in addition to and without prejudice to and is supplemental to all
other security now held or which may subsequently be held by the Finance
Parties.

       

      
        	
                4.7

              	
                Notices

              


      

       

      Any
notices, directions or other communications provided for in this agreement must
be in writing and given in accordance with the provisions of the Facility
Agreements.


      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page
      12

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  

                	
                  
                    4     General

                  

                


        

      

       

      
        	
                4.8

              	
                Successors
      and assigns

              


      

       

      This
agreement is binding on APG, its successors and assigns, and ensures to the
benefit of the Finance Parties and their successors and assigns.  All
rights of the Finance Parties are assignable and in any action brought by an
assignee to enforce any of those rights, APG will not assert against the
assignee any claim or defence which APG now has or may have against the Finance
Parties.

       

      
        	
                4.9

              	
                Waiver
      and Variation

              


      

       

      
        	
                (a)

              	
                Waiver
      of a Power arising under, or a provision of, this agreement (including
      this clause), must be in writing and signed by the party granting the
      waiver.

              


      

       

      
        	
                (b)

              	
                A
      failure or delay in exercise, or partial exercise, of a Power (arising on
      the occurrence of an Event of Default or otherwise) does not operate as a
      waiver of that Power or preclude another or further exercise of that or
      another Power.

              


      

       

      
        	
                (c)

              	
                Any
      variation of a term of this agreement must be in writing and signed by the
      parties.

              


      

       

      
        	
                4.10

              	
                Gender
      and number

              


      

       

      Any
reference in this agreement to gender includes all genders and words importing
the singular number includes the plural and vice versa.

       

      
        	
                4.11

              	
                Headings

              


      

       

      The
division of this agreement into clauses and the insertion of headings are for
convenient reference only and are not to affect its interpretation.

       

      
        	
                4.12

              	
                Language

              


      

       

      The
parties to this agreement expressly request and require that this agreement and
all related documents be drafted in English.  Les parties aux présentes
conviennent et exigent que cette convention et tous les documents qui s'y
rattachent soient rédigés en anglais.

       

       

      
        	
                4.13

              	
                Severability

              


      

       

      If any
provision of this agreement is taken by any court of competent jurisdiction to
be invalid or void, the remaining provisions will remain in full force and
effect.

       

      
        	
                4.14

              	
                Governing
      law

              


      

       

      This
agreement is governed by and interpreted and enforced in accordance with the
laws of the Province of Ontario and the laws of Canada which are applicable in
the Province of Ontario.

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page 13

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      

       

      Signing
page

      
         

        Executed
as an agreement 

          
            

          

        

        


      

      
        
          
            
              
                
                  
                    
                      	 
      	
                              Signed
      by

                              Apollo
      Gold Corporation

                              By
      its authorised signatory

                               

                            
	
                              By:

                            	
                              /s/
      R D Russell

                            
	 
      	
                              Authorised
      Signatory

                            
	 	 
	
                              print name

                            	
                              R
      David Russell

                            
	 	 
	
                              title

                            	
                              President
      and CEO

                            
	 
      	 
      
	 
      	
                              I
      have authority to bind the
corporation.

                            


                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page
      14

                                


                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        

         

        Signing
page

      

       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              Signed
      for

                              RMB
      Resources Inc.

                              By
      its authorised officer

                               

                            
	
                              By

                            	
                              /s/
      Richard A Winters

                            
	 
      	
                              Authorised
      Officer

                            
	 	 
	
                              print name

                            	
                              Richard
      A Winters

                            
	 	 
	
                              title

                            	
                              President

                            


                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  General
      Security Agreement - APG

                                	
                                  page
      15