Unassociated Document


    
      APOLLO
        GOLD CORPORATION

       

      SUBSCRIPTION
        AGREEMENT

       

      for

       

      UNITS

       

       

      INSTRUCTIONS

       

      
        	
                1.    Complete
                  and
                  sign page (i) of the Subscription Agreement under the heading
                  "Subscription Details".

                
                   

                  2.    Read
                    the "Terms and Conditions of Subscription for the Units" - Schedule
                    "A".

                  
                     

                    3.    Complete
                      and
                      sign the Certificate of Offshore Purchaser - Schedule
                      "B".

                  

                

              


      

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SUBSCRIPTION
        FOR UNITS

       

      
        
          	
                  TO:

                	
                  Apollo
                    Gold Corporation (the "Corporation" or
                    "Apollo")

                


        

        
          	 	5655
                  S. Yosemite Street, Suite 200


        

        
          	 	Greenwood
                  Village, Colorado, U.S.A., 80111-
                  3220


        

      

      


      The
        undersigned (the "Subscriber")
        hereby
        irrevocably subscribes for and agrees to purchase from the Corporation the
        number of units ("Units")
        set
        forth below at a price of Cdn.$0.35 per Unit for the aggregate consideration
        set
        out below. Each Unit shall consist of one common share (a "Share")
        of the
        Corporation and approximately 0.17167 common share purchase warrants
        ("Warrants")
        of the
        Corporation (for the elimination of doubt, there will be a total of 2,000,000
        Warrants), each whole Warrant entitling the holder to acquire one Share at
        a
        price of Cdn.$0.39 for a period of two years from the date of issuance. The
        Subscriber agrees to be bound by the terms and conditions set forth in the
        attached Schedule "A"-"Terms and Conditions of Subscription for Units", the
        attached Schedule "B" - Representation Letter, and the attached Schedule
        "C" -
        Registration Rights Agreement (the "Registration
        Rights Agreement"),
        including, without limitation, the representations, warranties and covenants
        set
        forth in the applicable schedules attached hereto.

       

      
        	
                JIPANGU
                  INC. 
                  

                

                (Name
                  of Subscriber - please print)

                 

                By:
                  /s/ Tamisuke Matsufuji

                
                  

                

                Authorized
                  Signature

                 

                Per:
                  President and CEO 
                  

                

                (Official
                  Capacity or Title - please print)

                 

                Please
                  print name of individual whose signature appears above if different
                  than
                  the name of the subscriber printed above.

                 

                
                  

                

                 

                3-6-9-
                  Kita-Shinagawa

                Shinagawa-ku

                Tokyo
                  140-0001, Japan 
                  

                

                (Subscriber’s
                  Address)

                 

                
                  

                

                (Telephone
                  Number)                                                                                  
                  (E-mail
                  Address)

                 

                
                  

                

                (Social
                  Insurance Number)

                 

              	 	
                Number
                  of Units: 11,650,000

              
	
              
	
                Aggregate
                  Consideration: US$3,500,000

              
	
              
	
                Number
                  of Common Shares currently held by the Subscriber (excluding the
                  Shares
                  subscribed for hereunder)

                 

                10,000,000

                 

              
	 
	 
	 
	
                Register
                  the Shares and Warrants as set forth below:

                 

                
                  

                

                Name

                 

                
                  

                

                Account
                  reference, if applicable

                 

                
                  

                

                Address

                 

              	 	
                Deliver
                  the Shares and Warrants as set forth below:

                 

                
                  

                

                Name

                 

                
                  

                

                Account
                  reference, if applicable

                 

                 

                
                  

                

                Address

                 

                
                  

                

                Telephone
                  Number

                 

                
                  

                

                Attention

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Confirmation
        and Acceptance. 

       

      Apollo
        hereby accepts the subscription as set forth above on the terms and conditions
        contained in this Agreement.

       

      DATED
        as of
        the 17th
        day of
        October, 2005.

       

      


      APOLLO
        GOLD CORPORATION

       

      


       

      Per: 
        /s/ R. David Russell 
        
          

        

      

      Authorized
        Signing Officer

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      


      SCHEDULE
        "A"

       

      TERMS
        AND CONDITIONS OF SUBSCRIPTION FOR UNITS

       

      1.0    INTERPRETATION

       

      
        	1.1	
                In
                  this Agreement, unless the context otherwise
                  requires:

              


      

       

      
        	(a)  	
                "Agreement"
                  means this subscription agreement to be entered into between Apollo
                  and
                  the Subscriber, and includes all schedules and appendices attached
                  hereto,
                  in each case as they may be amended or supplemented from time to
                  time;

              


      

       

      
        	(b)  	
                "AMEX"
                  means the American Stock Exchange;

              


      

       

      
        	(c)  	
                "Apollo"
                  means Apollo Gold Corporation;

              


      

       

      
        	(d)  	
                "Applicable
                  Securities Laws"
                  means, in respect of each and every offer and sale of the Units,
                  the
                  securities legislation and exchange rules having application thereto
                  and
                  the rules, policies, notices and orders issued by applicable securities
                  regulatory authorities having application
                  thereto;

              


      

       

      
        	(e)  	
                "Business
                  Day"
                  means any day except Saturday, Sunday or a statutory holiday in
                  Toronto,
                  Ontario, Denver, Colorado or Tokyo,
                  Japan;

              


      

       

      
        	(f)  	
                "Closing"
                  means the closing of the purchase of the Units by the
                  Subscriber;

              


      

       

      
        	(g)  	
                "Closing
                  Date"
                  means the date that is the 61st
                  day after the closing of the Florida Canyon Transaction, or, if
                  the Share
                  Purchase Agreement is terminated in accordance with its terms and
                  this
                  Agreement is still in effect, the tenth (10th)
                  Business Day after the termination of the Share Purchase
                  Agreement;

              


      

       

      
        	(h)  	
                "Closing
                  Time"
                  means 10:00 a.m. (Toronto time) on the applicable Closing Date
                  or such
                  other time as Apollo and the Subscriber may mutually agree upon
                  in
                  writing;

              


      

       

      
        	(i)  	
                "Common
                  Share"
                  means a common share in the share capital of
                  Apollo;

              


      

       

      
        	(j)  	
                "Exemptions"
                  means the exemptions from prospectus and registration requirements
                  under
                  Applicable Securities Laws;

              


      

       

      
        	(k)  	
                "Florida
                  Canyon Transaction"
                  means the share purchase transaction contemplated by the Share
                  Purchase
                  Agreement;

              


      

       

      
        	(l)  	
                "Non-US
                  Offering Jurisdictions"
                  means the Offering Jurisdictions other than the United
                  States;

              


      

       

      
        	(m)  	
                "Offering"
                  means the Private Placement;

              


      

       

      
        	(n)  	
                "Offering
                  Jurisdictions"
                  means all jurisdictions in which the Units are
                  offered;

              


      

       

      
        	(o)  	
                "Private
                  Placement"
                  means the offering by Apollo for sale of the Units in the Non-US
                  Offering
                  Jurisdictions on a private placement basis relying on one or more
                  Exemptions;

              


      

       

      
        	(p)  	
                "Promissory
                  Note"
                  means the US$2,500,000 promissory note issued by Apollo to the
                  Subscriber
                  and dated October 17, 2005;

              


      

       

      
        	(q)  	
                "Registration
                  Rights Agreement"
                  means the Registration Rights Agreement attached hereto as Schedule
                  "C";

              


      

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      
        	(r)  	
                "Registration
                  Statement"
                  means the registration statement that Apollo agrees to file with
                  the SEC
                  pursuant to the Registration Rights Agreement to register the Shares
                  and
                  the Warrant Shares for resale pursuant to the terms of the Registration
                  Rights Agreement;

              


      

       

      
        	(s)  	
                "SEC"
                  means the United States Securities and Exchange
                  Commission;

              


      

       

      
        	(t)  	
                "Share
                  Purchase Agreement"
                  means the share purchase agreement dated the date hereof between
                  Jipangu
                  Inc., Jipangu International Inc., Apollo Gold, Inc. and Apollo
                  pursuant to
                  which Apollo Gold, Inc. has agreed to sell, and Jipangu International
                  Inc.
                  has agreed to purchase, all of the issued and outstanding shares
                  in the
                  capital stock of Florida Canyon Mining, Inc., Standard Gold Mining,
                  Inc.
                  and Apollo Gold Exploration, Inc.;

              


      

       

      
        	(u)  	
                "Shares"
                  means the 11,650,000 Common Shares subscribed for
                  hereunder;

              


      

       

      
        	(v)  	
                "Subscription
                  Price"
                  means the aggregate subscription price paid by the Subscriber for
                  that
                  number of Units subscribed for hereunder;


              


      

       

      
        	(w)  	
                "Subsidiaries"
                  means, collectively, the subsidiaries of the Corporation;
                  

              


      

       

      
        	(x)  	
                "TSX"
                  means the Toronto Stock Exchange; 

              


      

       

      
        	(y)  	
                "U.S.
                  Securities Act"
                  means the United States Securities Act of 1933, as
                  amended;

              


      

       

      
        	(z)  	
                "Warrant
                  Share"
                  means the Common Shares issuable upon the exercise of the
                  Warrants;

              


      

       

      
        	(aa)  	
                "Warrants"
                  means a common share purchase warrant comprising part of the Units,
                  each
                  whole Warrant entitling the holder to purchase one Common Share
                  at a price
                  of Cdn.$0.39 at any time from the date of issue until 5:00 p.m.
                  (Toronto
                  time) on the date that is two years from the date of
                  issue.

              


      

       

      1.2    Time
        is
        of the essence of this Agreement. 

       

      1.3    This
        Agreement is to be read with all changes in gender or number as required
        by the
        context.

       

      1.4    The
        headings in this Agreement are for convenience of reference only and do not
        affect the interpretation of this Agreement.

       

      1.5    All
        monetary amounts specified in this Agreement, including references to "Dollar",
        "Cdn.$" and "$", are in the lawful currency of Canada, unless otherwise
        specified. All references in this Agreement to "US$" are references to the
        lawful currency of the United States of America. For purposes of this Agreement,
        US$1.00 shall be deemed to equal Cdn.$1.165.

       

      1.6    This
        Agreement is governed by, subject to and interpreted in accordance with the
        laws
        prevailing in the Province of Ontario and the federal laws of Canada applicable
        therein, and the courts of the Province of Ontario will have the exclusive
        jurisdiction over any dispute arising in connection with this
        Agreement.

       

      2.0    SUBSCRIPTION
        FOR THE UNITS

       

      2.1    The
        Subscriber hereby confirms its irrevocable subscription for and offer to
        purchase from Apollo that number of Units as set out on page (i) of this
        Agreement, on and subject to the terms and conditions set out in this
        Agreement.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      3.0    DESCRIPTION
        OF THE UNITS, ETC.

       

      3.1    The
        Shares and the Warrants comprising the Units will be issued and registered
        in
        the name of the Subscriber or its nominee as per the instructions on page
        (i) of
        this Agreement. The Warrants will be issued in the form attached hereto as
        Schedule "D".

       

      3.2    Apollo
        will use its commercially reasonable best efforts to obtain the conditional
        listing of the Shares and the Warrant Shares on the TSX and the listing of
        the
        Shares and the Warrant Shares on the AMEX.

       

      3.3    Apollo
        will file the Registration Statement with the SEC as contemplated in the
        Registration Rights Agreement. 

       

      4.0    REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF THE CORPORATION

       

      4.1    The
        Corporation represents, warrants, covenants and acknowledges, as applicable,
        to
        and with the Subscriber, as at the date hereof and as at the Closing
        Time:

       

      
        	(a)  	
                the
                  Corporation and each Subsidiary has been duly organized and is
                  validly
                  existing and in good standing under the laws of its jurisdiction
                  of
                  organization and has all requisite power and authority necessary
                  to, and
                  is qualified to, carry on its business as now conducted, and to
                  own or
                  lease its properties and assets in all jurisdictions in which it
                  currently
                  carries on business and/or owns or leases its properties and assets;
                  and
                  the Corporation has all required corporate power and authority
                  to create,
                  issue and sell the Units, to enter into this Agreement and to carry
                  out
                  the provisions of such agreement;

              


      

       

      
        	(b)  	
                the
                  authorized capital of the Corporation consists of an unlimited
                  number of
                  Common Shares of which, as of October 14, 2005, 106,556,451 Common
                  Shares
                  are issued and outstanding as fully paid and non-assessable shares
                  in the
                  capital of the Corporation;

              


      

       

      
        	(c)  	
                all
                  information which has been prepared by the Corporation relating
                  to the
                  Corporation and the Subsidiaries and their business, property and
                  liabilities and either publicly disclosed or provided to the Subscriber,
                  including all financial, marketing and operational information
                  provided to
                  the Subscriber is, as of the date of such information and when
                  such
                  information is considered as a whole, true and correct in all material
                  respects, and no fact or facts have been omitted therefrom which
                  would
                  make such information materially
                  misleading;

              


      

       

      
        	(d)  	
                the
                  execution and delivery of this Agreement and the performance of
                  the
                  transactions contemplated hereunder does not and will
                  not:

              


      

       

      
        	(i)  	
                require
                  the consent, approval, authorization, registration or qualification
                  of or
                  with any governmental authority, stock exchange, securities regulatory
                  authority or other third party, except (i) as of the date hereof,
                  such as
                  have been obtained or such as may be required under the applicable
                  by-laws, policies, regulations and prescribed forms of the TSX
                  and the
                  AMEX; and (ii) as of the Closing Time, such as have been obtained,
                  with
                  the exception of the final approval of the
                  TSX;

              


      

       

      
        	(ii)  	
                result
                  in a breach of or default under, nor create a state of facts which,
                  after
                  notice or lapse of time or both, would result in a breach of or
                  default
                  under, nor conflict with:

              


      

       

      
        	(A)  	
                any
                  of the terms, conditions or provisions of the constating documents
                  or
                  resolutions of the shareholders, directors or any committee of
                  directors
                  of the Corporation or any Subsidiary or any material indenture,
                  agreement
                  or instrument to which the Corporation or any Subsidiary is a party
                  or by
                  which it or they are contractually bound;
                  or

              


      

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

      
        	(B)  	
                any
                  statute, rule, regulation or law applicable to the Corporation
                  or the
                  Subsidiaries including, without limitation, the Applicable Securities
                  Laws
                  of the Offering Jurisdictions, or any judgment, order or decree
                  of any
                  governmental body, agency or court having jurisdiction over the
                  Corporation or the Subsidiaries; or


              


      

       

      
        	(C)  	
                any
                  material mortgage, note, indenture, contract, agreement (written
                  or oral),
                  instrument, lease or other document to which the Corporation or
                  any
                  Subsidiary is a party or by which the Corporation or any Subsidiary
                  or a
                  material portion of the assets of the Corporation or any Subsidiary
                  are
                  bound, or any judgment, decree, order, statute, rule or regulation
                  applicable to any of them; 

              


      

       

      
        	(e)  	
                at
                  Closing, the Corporation will have filed all documents, taken all
                  proceedings and obtained all regulatory consents necessary as a
                  precondition to the sale of the
                  Units;

              


      

       

      
        	(f)  	
                this
                  Agreement shall be, by the Closing Time, duly authorized, executed
                  and
                  delivered by the Corporation and the obligations of the Corporation
                  hereunder shall be legal, valid and binding obligations of the
                  Corporation, enforceable in accordance with their terms (except
                  as the
                  enforceability thereof may be limited by (i) bankruptcy, insolvency,
                  moratorium or similar laws affecting creditors' rights generally,
                  (ii)
                  general equitable principles or (iii) limitations under applicable
                  law in
                  respect of rights of indemnity, contribution and waiver of
                  contribution);

              


      

       

      
        	(g)  	
                the
                  Common Shares are quoted for trading on AMEX and the TSX;
                  

              


      

       

      
        	(h)  	
                all
                  necessary corporate action will have been taken by the Closing
                  Date to
                  authorize the issue and sale of, and the delivery of certificates
                  representing, the Shares and Warrants comprising the Units and,
                  upon
                  payment of the requisite consideration for the Units, the Shares
                  will be
                  validly issued as fully paid and non-assessable shares and the
                  Warrants
                  will be validly issued and, upon the issue of the Warrant Shares
                  in
                  accordance with the Warrant terms, the Warrant Shares will be validly
                  issued as fully paid and non-assessable
                  shares;

              


      

       

      
        	(i)  	
                no
                  order ceasing, halting or suspending trading in securities of the
                  Corporation nor prohibiting the sale of such securities has been
                  issued to
                  and is outstanding against the Corporation or its directors, officers
                  or
                  promoters, and, to the best of the Corporation knowledge, no
                  investigations or proceedings for such purposes are pending or
                  threatened;

              


      

       

      
        	(j)  	
                neither
                  the Corporation nor any subsidiary thereof will have taken any
                  action
                  which would be reasonably expected to result in the delisting or
                  suspension of quotation of the Common Shares on or from the AMEX
                  or the
                  TSX and the Corporation will have complied, in all material respects,
                  with
                  the rules and regulations of eligibility on AMEX and the TSX;
                  

              


      

       

      
        	(k)  	
                the
                  Corporation is a "reporting issuer" under section 12 of the Securities
                  Exchange Act of 1934, as amended (the "1934
                  Act")
                  and is not in default of any of the requirements of the 1934 Act;
                  and

              


      

       

      
        	(l)  	
                none
                  of the information provided by the Corporation to the Subscriber
                  in
                  connection with the subscription for the Units is material information
                  that has not been publicly
                  disclosed.

              


      

       

      4.2    The
        Corporation hereby covenants to and with the Subscriber that:

       

      
        	(a)  	
                the
                  Corporation will use all reasonable efforts to maintain its status
                  as a
                  reporting issuer not in default in each of the Offering Jurisdictions
                  in
                  which it is a reporting issuer or equivalent for a period of three-years
                  from the Closing Date;

              


      

       

      
        	(b)  	
                the
                  Corporation will use all reasonable efforts to maintain the listing
                  of the
                  Common Shares on the TSX and AMEX to the date which is three-years
                  following the Closing Date;

              


      

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      
        	(c)  	
                the
                  Corporation will use all reasonable efforts to file, as required,
                  the
                  Registration Statement within the time period set forth in the
                  Registration Rights Agreement; and

              


      

       

      
        	(d)  	
                the
                  Corporation shall, as soon as practicable, use all reasonable efforts
                  to
                  receive all necessary consents to the transactions contemplated
                  herein.

              


      

       

      5.0    REPRESENTATIONS,
        WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF THE
        SUBSCRIBER

       

      5.1    The
        Subscriber represents, warrants, covenants and acknowledges, as applicable,
        to
        and with Apollo, on the Subscriber’s own behalf and on behalf of any disclosed
        principal for whom the Subscriber is acting as agent (and acknowledges that
        Apollo and its counsel, are relying thereon), as at the date hereof and as
        at
        the Closing Time:

       

      
        	(a)  	
                the
                  Subscriber understands that any funds invested are available to
                  and will
                  be paid to Apollo in accordance with the provisions of this Agreement
                  and
                  need not be refunded to the
                  Subscriber;

              


      

       

      
        	(b)  	
                the
                  Units are being offered for sale in an Offering Jurisdiction only
                  on a
                  "private placement" basis and that the sale and delivery of the
                  Units is
                  conditional upon such sale being exempt from the requirements as
                  to the
                  filing of a prospectus under the Applicable Securities Laws in
                  such
                  Offering Jurisdiction or upon the issuance of such orders, consents
                  or
                  approvals as may be required to permit such sale without the requirement
                  of filing a prospectus or delivering an offering memorandum, that
                  no
                  prospectus has been filed by Apollo with any of the applicable
                  securities
                  regulatory authorities in connection with the issuance of the Units
                  in
                  such Offering Jurisdiction, and
                  that:

              


      

       

      
        	(i)  	
                as
                  a result, certain protections, rights and remedies provided by
                  the
                  Applicable Securities Laws in such Offering Jurisdiction including
                  statutory rights of rescission or damages, will not be available
                  to the
                  Subscriber;

              


      

       

      
        	(ii)  	
                no
                  securities commission or similar regulatory authority has reviewed
                  or
                  passed on the merits of the Units;

              


      

       

      
        	(iii)  	
                there
                  is no government or other insurance covering the
                  Units;

              


      

       

      
        	(iv)  	
                the
                  Subscriber may not receive information that would otherwise be
                  required to
                  be provided to the Subscriber under the Applicable Securities Laws
                  in such
                  Offering Jurisdiction; and

              


      

       

      
        	(v)  	
                Apollo
                  is relieved from certain obligations that would otherwise apply
                  under the
                  Applicable Securities Laws in such Offering
                  Jurisdiction;

              


      

       

      
        	(c)  	
                the
                  Subscriber certifies that it is or, if the Subscriber is acting
                  as agent
                  for a disclosed principal, such principal is, resident in the jurisdiction
                  set out on the first page of this Agreement under the heading "Subscriber
                  Information" and "Beneficial Subscriber Information", as the case
                  may be,
                  which address is the residence or place of business of the Subscriber
                  or
                  such disclosed principal, and that such address was not obtained
                  or used
                  solely for the purpose of subscribing for the
                  Units;

              


      

       

      
        	(d)  	
                the
                  Subscriber is purchasing the Units:

              


      

       

      
        	(i)  	
                as
                  principal for its own account and not for the benefit of any other
                  person
                  or is deemed under the Applicable Securities Laws to be purchasing
                  the
                  Units as principal, and in either case is purchasing the Units
                  for
                  investment only and not with a view to the resale or distribution
                  of all
                  or any of the Units; or

              


      

       

      
        	(ii)  	
                as
                  agent for a disclosed principal and is not deemed under the Applicable
                  Securities Laws to be purchasing the Units as principal, and it
                  is duly
                  authorized to enter into this Agreement and to execute and deliver
                  all
                  documentation in connection with the purchase on behalf of such
                  disclosed
                  principal, who is purchasing as principal for its own account and
                  not for
                  the benefit of any other person and for investment only and not
                  with a
                  view to the resale or distribution of all or any of the
                  Units;

              


      

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      
        	(e)  	
                the
                  Subscriber will file all forms and reports, together with the prescribed
                  fees, that may be required by Applicable Securities Laws or by
                  any
                  legislation or order in force in its jurisdiction of residence
                  or to which
                  it may be subject, within the time limits prescribed therein, in
                  respect
                  of this subscription, the purchase or any subsequent disposition
                  of the
                  Units;

              


      

       

      
        	(f)  	
                no
                  person has made to the Subscriber any written or oral
                  representations:

              


      

       

      
        	(i)  	
                that
                  any person will resell or repurchase any of the
                  Units;

              


      

       

      
        	(ii)  	
                that
                  any person will refund the purchase price of any of the Units;
                  or

              


      

       

      
        	(iii)  	
                as
                  to the future price or value of any of the Shares comprising part
                  of the
                  Units;

              


      

       

      
        	(g)  	
                the
                  Subscriber, and any beneficial purchaser for whom it is acting,
                  is at
                  arm's length (within the meaning of the Applicable Securities Laws)
                  with
                  Apollo, except as disclosed in writing by the Subscriber to
                  Apollo;

              


      

       

      
        	(h)  	
                the
                  Subscriber is not (other than if the Subscriber is an officer or
                  director
                  of Apollo or any of its affiliates) and will not become a "control
                  person"
                  of Apollo by virtue of the purchase of the Units and does not intend
                  to
                  act in concert with any other person to form a control group of
                  Apollo;

              


      

       

      
        	(i)  	
                this
                  Subscription has not been solicited in any manner contrary to the
                  Applicable Securities Laws;

              


      

       

      
        	(j)  	
                Apollo
                  will have the right to accept this subscription in whole or in
                  part and
                  the acceptance of this subscription offer will be conditional upon
                  the
                  sale of the Units to the Subscriber in a Non-US Offering Jurisdiction
                  being exempt from the prospectus and registration requirements
                  of the
                  Applicable Securities Laws in such Non-US Offering
                  Jurisdiction;

              


      

       

      
        	(k)  	
                the
                  Subscriber has the legal capacity and competence to enter into
                  and execute
                  this Agreement and to take all actions required pursuant hereto
                  and, if an
                  individual, is of full age of majority, and if the Subscriber is
                  a
                  corporation, it is duly incorporated and validly subsisting under
                  the laws
                  of its jurisdiction of incorporation, and all necessary approvals
                  by its
                  directors, shareholders and others have been given to authorize
                  the
                  execution of this Agreement on behalf of the
                  Subscriber;

              


      

       

      
        	(l)  	
                the
                  entering into of this Agreement and the transactions contemplated
                  hereby
                  will not result in the violation of any of the terms and provisions
                  of any
                  law applicable to, or the constating documents of, the Subscriber
                  or of
                  any agreement, written or oral, to which the Subscriber may be
                  a party or
                  by which it is or may be bound;

              


      

       

      
        	(m)  	
                this
                  Agreement has been duly executed and delivered by the Subscriber
                  and
                  constitutes a legal, valid and binding obligation of the Subscriber
                  enforceable against the Subscriber;

              


      

       

      
        	(n)  	
                in
                  the case of a subscription by it for the Units acting as agent
                  for a
                  disclosed principal, it is duly authorized to execute and deliver
                  this
                  Agreement and all other necessary documentation in connection with
                  such
                  subscription on behalf of such principal and this Agreement has
                  been duly
                  authorized, executed and delivered by or on behalf of, and constitutes
                  a
                  legal, valid and binding agreement of, such
                  principal;

              


      

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      
        	(o)  	
                if
                  required by the Applicable Securities Laws, policy or order or
                  by any
                  securities commission, stock exchange or other regulatory authority,
                  the
                  Subscriber will execute, deliver, file and otherwise assist Apollo
                  in
                  filing such reports, undertakings and other documents as may be
                  required;

              


      

       

      
        	(p)  	
                the
                  Subscriber has not purchased the Units as a result of any form
                  of general
                  solicitation or general advertising, including advertisements,
                  articles,
                  notices or other communication published in any newspaper, magazine
                  or
                  similar media or broadcast over radio, television or internet or
                  any
                  seminar or meeting whose attendees have been invited by general
                  solicitation or general
                  advertising;

              


      

       

      
        	(q)  	
                the
                  Subscriber and each beneficial purchaser for whom it is acting
                  acknowledges that investment in the Units is speculative in nature
                  and
                  that there are risks associated with the purchase of the Units
                  and the
                  Subscriber and each beneficial purchaser for whom it is acting
                  has such
                  knowledge, sophistication and experience in business and financial
                  matters
                  as to be capable of evaluating the merits and risks of its investment
                  in
                  the Units, fully understands the speculative nature of the Units
                  and is
                  able to bear the economic risk of loss of its entire
                  investment;

              


      

       

      
        	(r)  	
                Apollo
                  may be required by law or otherwise to disclose to regulatory authorities
                  the identity of the Subscriber and each beneficial purchaser for
                  whom the
                  Subscriber may be acting;

              


      

       

      
        	(s)  	
                the
                  Subscriber has not received, nor has it requested, nor does it
                  have any
                  need to receive, any offering memorandum or any other document
                  from Apollo
                  describing the business and affairs of Apollo with respect to the
                  offering
                  and purchase of the Units;

              


      

       

      
        	(t)  	
                this
                  subscription is not enforceable by the Subscriber unless it has
                  been
                  accepted by Apollo;

              


      

       

      
        	(u)  	
                in
                  connection with the Subscriber’s subscription, the Subscriber has not
                  relied upon Apollo for investment, legal or tax advice, and has
                  in all
                  cases sought or elected not to seek the advice of the Subscriber’s own
                  personal investment advisers, legal counsel and tax advisers and
                  the
                  Subscriber is able, without impairing its financial condition,
                  to hold the
                  Units for an indefinite period of time and to bear the economic
                  risk of,
                  and withstand a complete loss of, the investment and it can otherwise
                  be
                  reasonably assumed to have the capacity to protect its own interest
                  in
                  connection with its investment; 

              


      

       

      
        	(v)  	
                all
                  costs and expenses incurred by the Subscriber (including any fees
                  and
                  disbursements of any special counsel or other advisors retained
                  by the
                  Subscriber) relating to the purchase of the Units shall be borne
                  by the
                  Subscriber; 

              


      

       

      
        	(w)  	
                none
                  of the funds the Subscriber is using to purchase the Units is,
                  to the
                  knowledge of the Subscriber, proceeds obtained or derived, directly
                  or
                  indirectly, as a result of illegal
                  activities;

              


      

       

      
        	(x)  	
                it
                  is aware that the Shares, the Warrants and the Warrant Shares have
                  not
                  been and may not be registered under the U.S. Securities Act and
                  that the
                  Shares, the Warrants and the Warrant Shares may not be offered
                  or sold in
                  the United States without registration under the U.S. Securities
                  Act or
                  compliance with requirements of an exemption from
                  registration;

              


      

       

      
        	(y)  	
                it
                  is not a "U.S. Person" (as that term is defined by Regulation S
                  under the
                  U.S. Securities Act, which definition includes, but is not limited
                  to, an
                  individual resident in the United States, an estate or trust of
                  which any
                  executor or administrator or trustee, respectively, is a U.S. Person
                  and
                  any partnership or corporation organized or incorporated under
                  the laws of
                  the United States) and is not acquiring the Units for the account
                  or
                  benefit of a U.S. Person or a person in the United
                  States;

              


      

       

      
        	(z)  	
                the
                  Units have not been offered to the Subscriber in the United States,
                  and
                  the individuals making the order to purchase the Units and executing
                  and
                  delivering this Agreement on behalf of the Subscriber were not
                  in the
                  United States when the order was placed and this Agreement was
                  executed
                  and delivered;

              


      

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

       

      
        	(aa)  	
                it
                  undertakes and agrees that it will not offer or sell the Shares,
                  the
                  Warrants or the Warrant Shares in the United States unless such
                  securities
                  are registered under the U.S. Securities Act and the securities
                  laws of
                  all applicable states of the United States or an exemption from
                  such
                  registration requirements is available, and further that it will
                  not
                  resell the Shares, the Warrants or the Warrant Shares except in
                  accordance
                  with the provisions of applicable securities legislation, regulations,
                  rules, policies and orders and stock exchange
                  rules;

              


      

       

      
        	(bb)  	
                it
                  will not engage in hedging transactions with regard to the Shares,
                  the
                  Warrants or the Warrant Shares unless conducted in compliance with
                  the
                  U.S. Securities Act; 

              


      

       

      
        	(cc)  	
                it
                  acknowledges that the Corporation will refuse to register any transfer
                  of
                  any of the Shares, the Warrants or the Warrant Shares not made
                  in
                  accordance with the provisions of Regulation S under the U.S. Securities
                  Act, pursuant to registration under the U.S. Securities Act, or
                  pursuant
                  to an available exemption from registration under the U.S. Securities
                  Act;

              


      

       

      
        	(dd)  	
                it
                  acknowledges that there are hold periods and resale restrictions
                  on the
                  Units as set out in Section 8.0
                  hereof.

              


      

       

      5.2    The
        Subscriber acknowledges and agrees that the foregoing representations and
        warranties are made by the Subscriber with the intent that they may be relied
        upon by Apollo in determining its eligibility as a purchaser of the Units
        under
        Applicable Securities Laws and the Subscriber hereby agrees to indemnify
        and
        hold harmless Apollo, its Affiliates and their representatives, directors,
        officers, employees and underwriters from and against all losses, liability,
        claims, costs, expenses and damages arising from, relating to, or connected
        with
        Apollo’s reliance thereon in the event that such representations and warranties
        are untrue in any material respect, such agreement regarding indemnification
        to
        survive the Closing and to continue in full force and effect for the benefit
        of
        the Subscriber notwithstanding any subsequent disposition by the Subscriber
        of
        the Units. The Subscriber further agrees that by accepting the Units, the
        Subscriber shall be representing and warranting that the foregoing
        representations and warranties contained herein or in any document furnished
        by
        the Subscriber to Apollo are true as at the Closing with the same force and
        effect as if they had been made by the Subscriber as at the Closing and shall
        survive the Closing and continue in full force and effect for the benefit
        of
        Apollo notwithstanding any subsequent disposition by the Subscriber of the
        Units. The Subscriber undertakes to immediately notify Apollo at the address
        specified on page (i) of this Agreement of any change in any statement or
        other
        information relating to the Subscriber set forth herein which takes place
        prior
        to the Closing Time. 

       

      6.0    IRREVOCABILITY
        OF SUBSCRIPTION 

       

      6.1    Subjection
        to Section 7.2,
        this
        subscription and Apollo’s acceptance thereof shall become irrevocable in whole
        or in part, or be revoked in whole or in part, in accordance with the provisions
        of this Section.

       

      
        	(a)  	
                Upon
                  the completion of the Florida Canyon Transaction in accordance
                  with the
                  Share Purchase Agreement, the subscription for the entire 11,650,000
                  Units
                  shall become irrevocable without any further act of either party
                  and the
                  11,650,000 Units shall be issued to the Subscriber on the Closing
                  Date.

              


      

       

      
        	(b)  	
                If
                  the Share Purchase Agreement is terminated in accordance with its
                  terms,
                  then:

              


      

       

      
        	(i)  	
                in
                  the event that the Share Purchase Agreement is terminated pursuant
                  to
                  Section 9.1(b)(ii) of the Share Purchase
                  Agreement:

              


      

       

      
        	(A)  	
                Apollo
                  shall have the right, but not the obligation, to deliver a written
                  notice
                  to the Subscriber within five (5) Business Days of the date of
                  the
                  termination, informing the Subscriber either (i) that the subscription
                  shall become irrevocable with respect to US$2,500,000 worth of
                  Units (for
                  greater certainty, 8,321,429 Units); or (ii) that the subscription
                  is
                  revoked in its entirety. If Apollo does not deliver such a written
                  notice
                  to the Subscriber during such five (5) Business Day period, Apollo
                  shall
                  be deemed to have elected to have the subscription for the 8,321,429
                  Units
                  become irrevocable. Upon the Subscriber's receipt of the written
                  notice or
                  upon the deemed election by Apollo to make the subscription for
                  US$2,500,000 worth of Units irrevocable (as applicable, the "Conversion
                  Election"),
                  the subscription for the 8,321,429 Units shall become irrevocable
                  without
                  any further act of either party and the 8,321,429 Units shall be
                  issued to
                  the Subscriber on the Closing Date;
                  and

              


      

       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

      
        	(B)  	
                if
                  Apollo makes or is deemed to make the Conversion Election, the
                  Subscriber
                  shall have the right, but not the obligation, to elect to subscribe
                  for
                  US$1,000,000 worth of Units (for greater certainty, 3,328,571 Units)
                  by
                  delivering a written notice to Apollo within two (2) Business Days
                  of the
                  date of the Conversion Election, informing Apollo that the Subscriber
                  wishes to subscribe for 3,328,571 Units. If the Subscriber does
                  not
                  deliver such a written notice to Apollo during such two (2) Business
                  Day
                  period, the Subscriber shall be deemed to have elected not to subscribe
                  for the 3,328,571 Units and the subscription for such 3,328,571
                  Units
                  shall be revoked effective on the day following the two (2) Business
                  Day
                  period. Upon Apollo's receipt of the written notice, the subscription
                  for
                  the 3,328,571 Units shall become irrevocable without any further
                  act of
                  either party and the 3,328,571 Units shall be issued to the Subscriber
                  on
                  the Closing Date; and

              


      

       

      
        	(C)  	
                if
                  Apollo does not and is not deemed to make the Conversion Election,
                  the
                  subscription for the entire 11,650,000 Units shall be revoked without
                  further act by either party effective five (5) Business Days after
                  the
                  Share Purchase Agreement is
                  terminated.

              


      

       

      
        	(ii)  	
                in
                  the event that the Share Purchase Agreement is terminated for any
                  other
                  reason, the subscription for the entire 11,650,000 Units shall
                  revoked
                  effective five (5) Business Days after such termination, without
                  further
                  act of either party, unless, within such five (5) Business Day
                  period,
                  Subscriber delivers a written notice to Apollo informing Apollo
                  of
                  Subscriber’s election to make the subscription for either US$2,500,000
                  worth of Units or US$3,500,000 worth of Units irrevocable. Upon
                  Apollo’s
                  receipt of such notice, the subscription for 8,321,429 Units or
                  11,650,000
                  Units, as applicable, shall become irrevocable and such number
                  of Units
                  shall be issued to the Subscriber on the Closing Date, and if the
                  Subscriber’s election was for a subscription for 8,321,429 Units, the
                  subscription as to the remaining 3,328,571 Units shall be revoked
                  effective upon delivery of such written
                  notice.

              


      

       

      
        	(c)  	
                Other
                  than the revocation rights set out in Section 6.1(b)
                  above, the subscription for any or all of the Units hereunder cannot
                  be
                  revoked unless with prior written consent of
                  Apollo.

              


      

       

      7.0    CLOSING

       

      7.1    Subject
        to the receipt of all completed items in accordance with
        Section 7.4,
        the
        Closing will take place at the place as agreed upon by the parties on the
        Closing Date.

       

      7.2    Closing
        Arrangement and Termination

       

      
        	(a)  	
                If,
                  prior to the Closing Time the terms and conditions contained in
                  this
                  Agreement have been complied with to the satisfaction of the parties,
                  or
                  waived by them, 

              


      

       

      
        	(i)  	
                in
                  the case of subscription for the entire 11,650,000 Units pursuant
                  to
                  Section 6.1(a),
                  the Subscriber shall deliver US$3,500,000 to or to the direction
                  of Apollo
                  on or prior to Closing in immediately available funds against delivery
                  by
                  Apollo of certificates representing the 11,650,000 Shares and 2,000,000
                  Warrants comprising the 11,650,000 Units and such other documentation
                  as
                  may be required pursuant to this Agreement;
                  or

              


      

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

      
        	(ii)  	
                in
                  the case of subscription for the entire 11,650,000 Units
                  ,

              


      

       

      
        	(A)  	
                pursuant
                  to Sections 6.1(b)(i)(A)
                  and the Subscriber has elected to subscribe for 3,328,571 Units
                  pursuant
                  to Section 6.1(b)(i)(B);
                  or

              


      

       

      
        	(B)  	
                pursuant
                  to Section 6.1(b)(ii),
                  where the Subscriber has elected to subscribe for 11,650,000
                  Units,

              


      

       

      the
        Subscriber shall deliver to Apollo the Promissory Note as payment of the
        portion
        of the Subscription Price that equals the principal amount of the Promissory
        Note (US$2,500,000), plus the interest accrued thereon through the Closing
        Date,
        and the Subscriber shall deliver the remaining portion of the Subscription
        Price
        to or to the direction of Apollo on or prior to Closing in immediately available
        funds, all against delivery by Apollo of certificates representing the
        11,650,000 Shares and 2,000,000 Warrants comprising the 11,650,000 Units
        and
        such other documentation as may be required pursuant to this Agreement. The
        issuance of the applicable number of Units to the Subscriber at the Closing
        shall constitute a complete discharge of the indebtedness evidenced by the
        Promissory Note; or

       

      
        	(iii)  	
                in
                  the case of subscription for 8,321,429
                  Units:

              


      

       

      
        	(A)  	
                pursuant
                  to 6.1(b)(i)(A)
                  and the Subscriber has elected or is deemed to have elected not
                  to
                  subscribe for 3,328,571 Units pursuant to Section 6.1(b)(i)(B);
                  or

              


      

       

      
        	(B)  	
                pursuant
                  to Section 6.1(b)(ii),
                  where the Subscriber has elected to subscribe for 8,321,429
                  Units,

              


      

       

      the
        Subscriber shall deliver to Apollo the Promissory Note as payment of the
        Subscription Price for 8,321,429 Units subscribed for pursuant to this Agreement
        against delivery by Apollo of certificates representing the 8,321,429 Shares
        and
        1,428,571 Warrants comprising the 8,321,429 Units and such other documentation
        as may be required pursuant to this Agreement and payment by Apollo to or
        to the
        direction of the Subscriber in immediately available funds of the interest
        accrued on the Promissory Note through the Closing Date. The issuance of
        the
        8,321,429 Units to the Subscriber and the payment of such accrued interest
        to
        the Subscriber at the Closing shall constitute a complete discharge of the
        indebtedness evidenced by the Promissory Note.

       

      
        	(b)  	
                If,
                  prior to the Closing, the subscription is revoked in accordance
                  with
                  Section 6.1(b)(i)(C)
                  or
                  6.1(b)(ii),
                  or the terms and conditions contained in this Agreement (other
                  than
                  delivery by Apollo to the Subscriber of certificates representing
                  the
                  Shares and the Warrants) have not been complied with to the satisfaction
                  of the parties, or waived by them, this Agreement shall terminate
                  and
                  Apollo and the Subscriber will have no further obligations under
                  this
                  Agreement.

              


      

       

      7.3    The
        Closing of the Offering is conditional upon the following:

       

      
        	(a)  	
                the
                  issue and sale of the Units in the Offering Jurisdictions being
                  exempt
                  from the requirement to file a prospectus, registration statement
                  or
                  similar document under the Applicable Securities Laws relating
                  to the sale
                  of the Units, or Apollo having received such orders, consents or
                  approvals
                  as may be required to permit such sale without the requirement
                  of filing a
                  prospectus, registration statement or similar document;
                  and

              


      

       

      
        	(b)  	
                Apollo
                  has received all regulatory and third party approval of the Private
                  Placement, including the conditional approval of the TSX and final
                  approval of the AMEX.

              


      

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

       

      7.4    The
        Subscriber acknowledges and agrees that the obligations of Apollo hereunder
        are
        conditional on the accuracy of the representations and warranties of the
        Subscriber contained in this Agreement as of the date of this Agreement,
        and as
        of the Closing Time as if made at and as of the Closing Time, and the
        fulfillment of the following additional conditions as soon as possible and
        in
        any event not later than the Closing Time:

       

      
        	(a)  	
                payment
                  by the Subscriber of the Subscription Price, which will be satisfied
                  in
                  accordance with Section 7.2(a)
                  above;

              


      

       

      
        	(b)  	
                the
                  Subscriber having properly completed, signed and delivered this
                  Agreement;

              


      

       

      
        	(c)  	
                the
                  Subscriber having properly completed, signed and delivered the
                  certificate
                  in the form set out in Schedule "B";


              


      

       

      
        	(d)  	
                the
                  Subscriber having properly completed, signed and delivered any
                  further
                  documentation as required under Applicable Securities Laws or by
                  any
                  applicable stock exchange or other regulatory authority and the
                  Subscriber
                  covenants and agrees to do so upon request by
                  Apollo.

              


      

       

      7.5    Apollo
        acknowledges and agrees that the obligations of the Subscriber hereunder
        are
        conditional on the accuracy of the representations and warranties of Apollo
        contained in this Agreement as of the date of such agreement, and as of the
        Closing Time as if made at and as of the Closing Time, and the fulfillment
        of
        the following additional conditions:

       

      
        	(a)  	
                the
                  covenants of Apollo have been performed, satisfied and complied
                  with,
                  where applicable, as at the Closing
                  Time;

              


      

       

      
        	(b)  	
                Apollo
                  has delivered to the Subscriber or its counsel the following
                  items:

              


      

       

      
        	(i)  	
                original
                  copies of the certificates representing the Shares and the Warrants
                  purchased by the Subscriber registered in the name of the Subscriber
                  or
                  its nominee;

              


      

       

      
        	(ii)  	
                a
                  copy of this Agreement duly executed by Apollo;
                  and

              


      

       

      
        	(iii)  	
                such
                  other documents relating to the transactions contemplated by this
                  Agreement as the Subscriber or its counsel may reasonably
                  request.

              


      

       

      8.0    HOLD
        PERIOD AND RESALE RESTRICTIONS

       

      8.1    The
        Subscriber understands and hereby acknowledges that:

       

      
        	(a)  	
                the
                  Shares and Warrants issuable pursuant to the Private Placement,
                  and the
                  Warrant Shares, will be subject to certain resale restrictions
                  imposed
                  under Applicable Securities Laws and the rules of regulatory bodies
                  having
                  jurisdiction including, without limiting the generality of the
                  foregoing,
                  the requirement that the Shares and Warrants issuable pursuant
                  to the
                  Private Placement, and the Warrant Shares, not be traded for a
                  period of
                  four months from the Closing Date as required under the Applicable
                  Securities Laws in Canada, the prohibition reflected in the legend
                  set
                  forth in Section 8.1(e) below on trading through the TSX while
                  the
                  certificate bears a legend pursuant to Sections 8.1(c) or (d),
                  and the
                  applicable restriction period under the U.S. Securities Act, except
                  as
                  permitted by Applicable Securities Laws, and that the Shares, the
                  Warrants
                  and the Warrant Shares and all securities issued in exchange thereof
                  are
                  "restricted securities" as defined under Rule 144 and may be resold
                  only
                  if:

              


      

       

      
        	(i)  	
                the
                  sale is to Apollo;

              


      

       

      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

       

      
        	(ii)  	
                the
                  sale is made outside the United States in a transaction meeting
                  the
                  requirements of Rule 904 of Regulation S (or such successor rule
                  or
                  regulation then in effect), if available, and in compliance with
                  applicable state securities laws;

              


      

       

      
        	(iii)  	
                the
                  sale is made pursuant to an exemption from the registration requirements
                  under the U.S. Securities Act provided by Rule 144 thereunder,
                  if
                  available, and in accordance with any applicable state securities
                  laws;
                  

              


      

       

      
        	(iv)  	
                the
                  sale is a transaction that does not require registration under
                  the U.S.
                  Securities Act or any applicable state securities laws, and it
                  has prior
                  to such sale furnished to Apollo an opinion of counsel to that
                  effect
                  reasonably satisfactory to Apollo;
                  or

              


      

       

      
        	(v)  	
                the
                  sale is pursuant to an effective registration statement under the
                  U.S.
                  Securities Act.

              


      

       

      
        	(b)  	
                while
                  Apollo has agreed to file the Registration Statement (as described
                  in the
                  Registration Rights Agreement) and cause it to be declared effective
                  by
                  the SEC, there is no assurance that Apollo will be able to cause
                  the
                  Registration Statement to be declared effective by the SEC, and
                  if the
                  Registration Statement is not declared effective by the SEC, the
                  Shares
                  and the Warrant Shares may not be resold by the Subscriber, except
                  pursuant to an exemption contained under the Applicable Securities
                  Laws,
                  which may not be available, and if the Registration Statement is
                  not
                  declared effective, the Shares and the Warrant Shares remain "restricted"
                  securities under the U.S. Securities Act and may only be sold pursuant
                  to
                  an effective registration statement with respect to such securities,
                  pursuant to Regulation S or other exemption from the registration
                  requirements of the U.S. Securities Act or, if such Registration
                  Statement
                  is declared effective by the SEC, in the manner provided in the
                  Registration Statement for the resale of such securities;
                  

              


      

       

      
        	(c)  	
                for
                  the period under the U.S. Securities Act when the Shares, the Warrants
                  and
                  the Warrant Shares are restricted securities as defined in Rule
                  144 under
                  the U.S. Securities Act, each certificate representing such security
                  shall
                  bear the following legend:

              


      

       

      THIS
        SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
        1933,
        AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED
        OR SOLD
        EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
        THE
        HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
        EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
        PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
        SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
        BY RULE
        144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER
        THE
        SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
        STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO
        ANY
        TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH
        TO
        THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
        INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
        IS
        BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
        TO,
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
        TERMS
        ''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
        REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
        NOT,
        DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
        THIS
        SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

       

      
        	(d)  	
                certificates
                  representing the Shares and the Warrants comprising the Units and
                  the
                  Warrant Shares will bear a legend containing restrictions in conformity
                  with the U.S. Securities Act with respect to the resale of the
                  securities
                  of the type set forth in clause 8.1(c)
                  above, until the earlier of: (1) such securities are sold pursuant
                  to an
                  effective Registration Statement and the seller shall have provided
                  written confirmation to Apollo that the seller has complied with
                  the
                  prospectus delivery requirements under the U.S. Securities Act;
                  or (2) the
                  holder of the applicable security has furnished to Apollo an opinion
                  of
                  U.S. securities counsel reasonably acceptable to Apollo that the
                  securities represented by such certificates are no longer "restricted
                  securities" as defined in Rule 144 under the U.S. Securities Act;
                  and

              


      

       

      
        
          
          

        

        
          A-12

          
            

          

        

        
          
          

        

      

       

      
        	(e)  	
                In
                  addition to the foregoing legends, the certificates representing
                  the
                  Shares, the Warrants and the Warrant Shares, if issued prior to
                  such time
                  as the restrictive legend set forth in clause 8.1(c)
                  is
                  no longer required under applicable requirements of the U.S. Securities
                  Act and all restrictions are removed with respect to such securities
                  pursuant to applicable state securities laws, shall bear, in addition
                  to
                  any legend(s) required by MI 45-102 and the U.S. Securities Act,
                  the
                  following legend: 

              


      

       

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

       

      
        	(f)  	
                In
                  addition to the foregoing legends, the certificates representing
                  the
                  Warrants will bear a legend stating that the Warrants and the Warrant
                  Shares have not been registered under the U.S. Securities Act and
                  that the
                  Warrants may not be exercised by or on behalf of any U.S. person
                  unless
                  registered under the U.S. Securities Act or an exemption from such
                  registration is available.

              


      

       

      
        	(g)  	
                The
                  Warrants may not be exercised unless the person exercising the
                  Warrants
                  provides to the Corporation, at the time of exercise, either (i)
                  a written
                  certification that it is not a U.S. person and the Warrants are
                  not being
                  exercised in the United States or on behalf of a U.S. person, or
                  (ii) a
                  written opinion of counsel to the effect that the Warrants and
                  the Warrant
                  Shares have been registered under the U.S. Securities Act or are
                  exempt
                  from registration thereunder.

              


      

       

      8.2    The
        Subscriber also acknowledges that it has been advised to consult its own
        legal
        advisors with respect to applicable resale restrictions and that it is solely
        responsible (and Apollo is not in any manner responsible) for complying with
        such restrictions, including, without limitation of the foregoing, as long
        as
        the Shares, the Warrants and the Warrant Shares are restricted securities
        under
        the U.S. Securities Act, such securities may only be resold (a) to Apollo,
        (b)
        pursuant to Regulation S, (c) pursuant to another exemption from registration
        under the U.S. Securities Act or (d) pursuant to a registration statement
        declared effective under the U.S. Securities Act; and

       

      8.3    The
        Subscriber will not sell, assign or transfer any of the Units except in
        accordance with the provisions of Applicable Securities Laws and stock exchange
        rules, if applicable, in the future.

       

      9.0    MISCELLANEOUS

       

      9.1    Subject
        to Section 6.0,
        the
        Subscriber, on its own behalf and, if applicable, on behalf of others for
        whom
        it is contracting hereunder, agrees that this subscription for and offer
        to
        purchase the Units is made for valuable consideration and may not be withdrawn,
        cancelled, terminated or revoked by the Subscriber, on its own behalf and,
        if
        applicable, on behalf of others for whom it is contracting hereunder.


       

      9.2    The
        Subscriber consents to the filing of such documents and any other documents
        as
        may be required to be filed with any stock exchange or securities regulatory
        authority in connection with the Offering.

       

      
        	9.3     	
                This
                  Agreement, which includes any interest granted or right arising
                  under this
                  Agreement, may not be assigned or
                  transferred.

              


      

       

      
        
          
          

        

        
          A-13

          
            

          

        

        
          
          

        

      

       

      9.4    Except
        as
        expressly provided in this Agreement and in the agreements, instruments and
        other documents contemplated or provided for herein, this Agreement contains
        the
        entire agreement between the parties with respect to the Units and there
        are no
        other terms, conditions, representations or warranties whether expressed,
        implied, oral or written, by statute, by common law, by Apollo, or by anyone
        else.

       

      
        	9.5    	
                The
                  parties may amend this Agreement only in
                  writing.

              


      

       

      
        	9.6    	
                This
                  Agreement enures to the benefit of and is binding upon the parties
                  and, as
                  the case may be, their respective heirs, executors, administrators
                  and,
                  successors.

              


      

       

      
        	9.7    	
                A
                  party will give all notices or other written communications to
                  the other
                  party concerning this Agreement by hand or by registered mail addressed
                  to
                  such other party’s respective address which is noted on the cover page of
                  this Agreement.

              


      

       

      
        	9.8    	
                The
                  parties hereto each covenant and agree to execute and deliver such
                  further
                  agreements, documents and writings and provide such further assurances
                  as
                  may be required by the parties to give effect to this Agreement
                  and
                  without limiting the generality of the foregoing to do all acts
                  and
                  things, execute and deliver all documents, agreements and writings
                  and
                  provide such assurances, undertakings, information and investment
                  letters
                  as may be required from time to time by all regulatory or governmental
                  bodies or stock exchanges having jurisdiction over Apollo’s affairs or as
                  may be required from time to time under the Applicable Securities
                  Laws,
                  including without limitation to the TSX and the
                  AMEX.

              


      

       

      
        	9.9    	
                This
                  Agreement may be executed in counterparts, each of which when delivered
                  will be deemed to be an original and all of which together will
                  constitute
                  one and the same document and Apollo will be entitled to rely on
                  delivery
                  by facsimile machine of an executed copy of this Agreement, and
                  acceptance
                  by Apollo of such facsimile copy will be equally effective to create
                  a
                  valid and binding agreement between the Subscriber and Apollo as
                  if Apollo
                  had accepted the Agreement originally executed by the
                  Subscriber.

              


      

       

      
        	9.10    	
                Each
                  of the parties hereby acknowledges that it has consented and requested
                  that all documents evidencing or relating in any way to the Units
                  and this
                  Agreement be drawn in the English language only. Les parties reconnaissent
                  par les présentes avoir consenti et demandé que tous les documents faisant
                  foi ou se rapportant de quelque manière aux bons de sousciciption spéciaux
                  et soient rédigés en anglais
                  seulement.

              


      

      


       


      
        
          
          

        

        
          A-14

          
            

          

        

        
          
          

          
          

        

      


      SCHEDULE
        "B"

       

      CERTIFICATE
        OF NON-CANADIAN
        SUBSCRIBERS

      (OTHER
        THAN U.S. SUBSCRIBERS)

       

      The
        Subscriber, on its own behalf and (if applicable) on behalf of others for
        whom
        it is contracting hereunder, further represents, warrants and covenants to
        and
        with the Corporation (and acknowledges that the Corporation is relying thereon)
        that it is, and (if applicable) any beneficial purchaser for whom it is
        contracting hereunder is, a resident of, or otherwise subject to, the securities
        legislation of a jurisdiction other
        than Canada or the United States,
        and:

       

      
        	(a)  	
                the
                  Subscriber is, and (if applicable) any other purchaser for whom
                  it is
                  contracting hereunder:

              


      

       

      
        	(i)  	
                is
                  purchasing the Units as principal for its, or (if applicable) each
                  such
                  other purchaser’s, own account, and not for the benefit of any other
                  person; and 

              


      

       

      
        	(ii)  	
                shall
                  deliver to the Corporation such further particulars of any exemption
                  from
                  any prospectus or securities registration requirements available
                  to the
                  Corporation, the Subscriber and any such other purchaser under
                  applicable
                  securities laws of their jurisdiction of residence or to which
                  the
                  Subscriber and any such other purchaser are otherwise subject to,
                  as the
                  Corporation may reasonably request;


              


      

       

      
        	(b)  	
                the
                  Subscriber, and (if applicable) any other purchaser for whom we
                  are
                  contracting hereunder will not sell or otherwise dispose of any
                  Shares and
                  the Warrants comprising the Units, and the Warrant Shares, except
                  in
                  accordance with applicable securities laws in Canada and the United
                  States
                  and in accordance with the rules and regulations of the Toronto
                  Stock
                  Exchange and the American Stock Exchange, and if the Subscriber,
                  or (if
                  applicable) such beneficial purchaser sells or otherwise disposes
                  of any
                  Shares, Warrants or Warrant Shares to a person other than a resident
                  of
                  Canada or the United States, as the case may be, the Subscriber,
                  and (if
                  applicable) such beneficial purchaser, will obtain from such purchaser
                  representations, warranties and covenants in the same form as provided
                  in
                  this Schedule "B" and shall comply with such other requirements
                  as the
                  Corporation may reasonably require.

              


      

       

      Dated
        at
        _____________ this ________ day of _______________, 2005.

       

      
        
          	 	 	 
	 	JIPANGU,
                  INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	Title:  


        



      


       


      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

          
          

        

      


      
 

    

    
      SCHEDULE
        "D"

       

      FORM
        OF WARRANT CERTIFICATE

       

      

        THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
          OF 1933,
          AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED
          OR SOLD
          EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
          THE
          HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
          EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
          PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
          THE
          SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
          BY RULE
          144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER
          THE
          SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR
          TO ANY
          TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH
          TO
          THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
          INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
          IS
          BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
          TO,
          THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
          TERMS
          ''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
          REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
          NOT,
          DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
          THIS
          SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

        


        THE
          WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL
          NOT BE
          REGISTERED UNDER THE 1933 ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE
          OF SUCH
          WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER BECOME
          REGISTERED FOR RESALE UNDER THE 1933 ACT. NEITHER ANY WARRANT REPRESENTED
          BY
          THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON EXERCISE OF SUCH
          WARRANT
          MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS SUCH TERM IS DEFINED
          IN
          REGULATION S PROMULGATED PURSUANT TO THE 1933 ACT, UNLESS REGISTERED UNDER
          THE
          1933 ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
          AVAILABLE.

        


        Void
          after 5:00 p.m. (Toronto time) on the ·th
          day of
·,
          200·.

        


        
          	
                  Number
                    of Warrants: ·

                	
                  Warrant
                    Certificate No. 200●-●

                


        

        


        APOLLO
          GOLD CORPORATION

        (organized
          under the laws of the Yukon Territory)

        


        This
          is
          to certify that, for value received, JIPANGU INC. (the "Holder"),
          shall
          have the right to purchase from Apollo Gold Corporation (the "Corporation"),
          at
          any time and from time to time up to 5:00 p.m. (Toronto time) on ·,200· (the
          "Expiry
          Time"),
          one
          fully paid and non-assessable Common Share for each Warrant (individually,
          a
          "Warrant")
          represented hereby at a price of Cdn$0.39 per share (the "Exercise
          Price"),
          upon
          and subject to the following terms and conditions:

        


        1.    For
          the
          purpose of this Warrant, the term "Common
          Shares"
          means
          common shares in the capital of the Corporation as constituted on the date
          hereof; provided that in the event of a change, subdivision, re-division,
          reduction, combination or consolidation thereof or any other adjustment
          under
          clause 8 hereof, or such successive changes, subdivisions, re-divisions,
          reductions, combinations, consolidations or other adjustments, then subject
          to
          the adjustments, if any, having been made in accordance with the provisions
          of
          this Warrant Certificate, "Common
          Shares"
          shall
          thereafter mean the shares, other securities or other property resulting
          from
          such change, subdivision, re-division, reduction, combination or consolidation
          or other adjustment.

         

        
          
            
            

          

          
            D-1

            
              

            

          

          
            
            

          

        

        


        2.    All
          rights under any of the Warrants in respect of which the right of subscription
          and purchase therein provided for shall not theretofore have been exercised
          shall wholly cease and determine and such Warrants shall be wholly void
          and of
          no valid or binding effect after the Expiry Time.

        


        3.    The
          right
          to purchase Common Shares pursuant to the Warrants may only be exercised
          by the
          Holder before the Expiry Time by:

         

        
          	(a)  	
                  duly
                    completing and executing a subscription substantially in the
                    form attached
                    hereto, in the manner therein indicated;
                    and

                


        

        


        
          	(b)  	
                  surrendering
                    this Warrant Certificate and the duly completed and executed
                    subscription
                    form to the Corporation at the principal office of the Corporation
                    at
                    5655
                    South Yosemite Street, Suite 200, Greenwood
                    Village, Colorado,
                    80111-3212
                    together with payment of the purchase price for the Common Shares
                    subscribed for in the form of cash or a certified cheque payable
                    to the
                    Corporation in an amount equal to the then applicable Exercise
                    Price
                    multiplied by the number of Common Shares subscribed
                    for.

                


        

        


        4.    Issue
          of
          Common Shares upon Exercise.

         

        
          	(a)  	
                  Upon
                    such delivery and payment as set forth in clause 3,
                    the Corporation shall cause to be issued to the Holder the number
                    of
                    Common Shares to be issued and the Holder shall become a shareholder
                    of
                    the Corporation in respect of such Common Shares with effect
                    from the date
                    of such delivery and payment and shall be entitled to delivery
                    of a
                    certificate or certificates evidencing such shares. The Corporation
                    shall
                    cause such certificate or certificates to be delivered via bonded
                    overnight courier to the Holder at the address or addresses specified
                    in
                    such subscription form within five (5) business days of such
                    delivery and
                    payment as herein provided.

                


        

         

        
          	(b)  	
                  The
                    Corporation shall not be required to issue fractional Common
                    Shares upon
                    the exercise of the Warrants and no payment shall be made by
                    the
                    Corporation in lieu of issuing any fractional interest in a Common
                    Share.

                


        

         

        5.    The
          holding of a Warrant shall not constitute the Holder a shareholder of the
          Corporation nor entitle him to any right or interest in respect thereof
          except
          as herein expressly provided.

        


        6.    The
          Corporation covenants and agrees that until the Expiry Time, while any
          of the
          Warrants shall be outstanding, it shall reserve and there shall remain
          unissued
          out of its authorized capital a sufficient number of Common Shares to satisfy
          the right of purchase herein provided, as such right of purchase may be
          adjusted
          pursuant to clauses 8 and 9 hereof. All Common Shares which shall be issued
          upon
          the exercise of the right to purchase herein provided for, upon payment
          therefor
          of the amount at which such Common Shares may at the time be purchased
          pursuant
          to the provisions hereof, shall be issued as fully paid and non-assessable
          shares and the holders thereof shall not be liable to the Corporation or
          its
          creditors in respect thereof.

        


        
          
            
            

          

          
            D-2

            
              

            

          

          
            
            

          

        

         

        7.    Adjustment

        


        
          	(a)  	
                  If
                    and whenever at any time after the date hereof and prior to the
                    Expiry
                    Time the Corporation shall (i) subdivide, re-divide or change
                    its then
                    outstanding Common Shares into a greater number of Common Shares,
                    (ii)
                    reduce, combine or consolidate its then outstanding Common Shares
                    into a
                    lesser number of Common Shares, or (iii) issue Common Shares
                    (or
                    securities exchangeable for or convertible into Common Shares)
                    to the
                    holders of all or substantially all of its then outstanding Common
                    Shares
                    by way of a stock dividend or other distribution (any of such
                    events
                    herein called a "Common
                    Share Reorganization"),
                    then the Exercise Price shall be adjusted effective immediately
                    after the
                    effective date of any such event in (i) or (ii) above or the
                    record date
                    at which the holders of Common Shares are determined for the
                    purpose of
                    any such dividend or distribution in (iii) above, as the case
                    may be, by
                    multiplying the Exercise Price in effect on such effective date
                    or record
                    date, as the case may be, by a fraction, the numerator of which
                    shall be
                    the number of Common Shares outstanding on such effective date
                    or record
                    date, as the case may be, before giving effect to such Common
                    Share
                    Reorganization and the denominator of which shall be the number
                    of Common
                    Shares outstanding immediately after giving effect to such Common
                    Share
                    Reorganization including, in the case where securities exchangeable
                    for or
                    convertible into Common Shares are distributed, the number of
                    Common
                    Shares that would be outstanding if such securities were exchanged
                    for or
                    converted into Common Shares.

                


        

        


        
          	(b)  	
                  If
                    and whenever at any time after the date hereof and prior to the
                    Expiry
                    Time, the Corporation shall distribute any class of shares or
                    rights,
                    options or warrants or other securities (other than those referred
                    to in
                    7(a) above), evidences of indebtedness or property (excluding
                    cash
                    dividends paid in the ordinary course) to holders of all or substantially
                    all of its then outstanding Common Shares, the Holder shall receive,
                    in
                    addition to the number of the Common Shares in respect of which
                    the right
                    to purchase is then being exercised, the aggregate number of
                    Common Shares
                    or other securities or property that the Holder would have been
                    entitled
                    to receive as a result of such event, if, on the record date
                    thereof, the
                    Holder had been the registered holder of the number of Common
                    Shares to
                    which the Holder was theretofore entitled upon the exercise of
                    the rights
                    of the Holder hereunder.

                


        

        


        
          	(c)  	
                  If
                    and whenever at any time after the date hereof and prior to the
                    Expiry
                    Time there is a capital reorganization of the Corporation or
                    a
                    reclassification or other change in the Common Shares (other
                    than a Common
                    Share Reorganization) or a consolidation or merger or amalgamation
                    of the
                    Corporation with or into any other corporation or other entity
                    (other than
                    a consolidation, merger or amalgamation which does not result
                    in any
                    reclassification of the outstanding Common Shares or a change
                    of the
                    Common Shares into other securities), or a transfer of all or
                    substantially all of the Corporation's undertaking and assets
                    to another
                    corporation or other entity in which the holders of Common Shares
                    are
                    entitled to receive shares, other securities or other property
                    (any of
                    such events being called a "Capital
                    Reorganization"),
                    the Holder, where he has not exercised the right of subscription
                    and
                    purchase under this Warrant Certificate prior to the effective
                    date of
                    such Capital Reorganization, shall be entitled to receive and
                    shall
                    accept, upon the exercise of such right, on such date or any
                    time
                    thereafter, for the same aggregate consideration in lieu of the
                    number of
                    Common Shares to which he was theretofore entitled to subscribe
                    for and
                    purchase, the aggregate number of shares or other securities
                    or property
                    which the Holder would have been entitled to receive as a result
                    of such
                    Capital Reorganization if, on the effective date thereof, he
                    had been the
                    registered holder of the number of Common Shares to which he
                    was
                    theretofore entitled to subscribe for and
                    purchase.

                


        

         

        
          
            
            

          

          
            D-3

            
              

            

          

          
            
            

          

        

         

        
          	(d)  	
                  If
                    and whenever at any time after the date hereof and prior to the
                    Expiry
                    Time, the Corporation shall fix a record date for the issuance
                    of rights,
                    options or warrants to all or substantially all of the holders
                    of the
                    outstanding Common Shares entitling them, for a period expiring
                    not more
                    than forty-five (45) days after the record date, to subscribe
                    for or
                    purchase Common Shares or securities convertible, exercisable
                    or
                    exchangeable into Common Shares (each, a "Convertible
                    Security")
                    at a price per share (or having a conversion, exercise or exchange
                    price
                    per share) less than 95% of the Current Market Price (as defined
                    below) on
                    the earlier of the record date and the date on which the Corporation
                    announces its intention to make such issuance (any such issuance
                    being
                    herein called a "Rights
                    Offering"),
                    the Exercise Price shall be adjusted on the record date so that
                    it shall
                    equal the number which is the product of the Exercise Price in
                    effect
                    immediately prior to the record date and the
                    fraction:

                


        

        


        
          	(i)  	
                  the
                    numerator of which shall be the total number of Common Shares
                    outstanding
                    immediately prior to the record date plus a number of Common
                    Shares equal
                    to the number arrived at by multiplying the total number of additional
                    Common Shares offered for subscription or purchase or into or
                    for which
                    the total number of rights, options or warrants so offered are
                    convertible
                    or exchangeable by the quotient obtained by dividing the purchase
                    or
                    subscription price for each Common Share or conversion price
                    for each
                    Convertible Security offered for subscription or purchase by
                    such Current
                    Market Price for the Common Shares, and


                


        

        


        
          	(ii)  	
                  the
                    denominator of which shall be the total number of Common Shares
                    outstanding immediately prior to such record date plus the total
                    number of
                    additional Common Shares offered for subscription or purchase
                    or into or
                    for which the total number of rights, options or warrants so
                    offered are
                    convertible or exchangeable.

                


        

         

        To
          the
          extent that any rights, options or warrants are not so issued or any of
          the
          rights, options or warrants so issued are not exercised prior to the expiration
          thereof, the Exercise Price will be readjusted to the Exercise Price in
          effect
          immediately prior to the record date, and the Exercise Price will be further
          adjusted based upon the number of additional Common Shares actually delivered
          upon the exercise of the rights, options or warrants, as the case may
          be.

        


        For
          the
          purposes of this clause 8(d), "Current
          Market Price",
          at any
          date, means the 5 day weighted average price per Common Share at which
          the
          Common Shares have traded: (a) on the Toronto Stock Exchange; or (b) if
          the
          Common Shares are not quoted on the Toronto Stock Exchange, on any stock
          exchange or over-the-counter market upon which the Common Shares are then
          listed
          or quoted for trading, during the five (5) consecutive trading days (on
          each of
          which at least five hundred (500) Common Shares are traded in board lots)
          ending
          the third (3rd) trading day before such date, and the weighted average
          price
          shall be determined by dividing the aggregate sale price of all Common
          Shares
          sold in board lots on the exchange or market, as the case may be, during
          the
          five (5) consecutive trading days by the number of Common Shares sold,
          provided
          that if the Common Shares are not listed or quoted for trading on any stock
          exchange or market, the price shall be determined by the board of directors
          of
          the Corporation in its sole discretion, acting reasonably.

        


        
          	(e)  	
                  If
                    and whenever at any time after the date hereof and prior to the
                    Expiry
                    Time, any of the events set out in clause 8(a) or (d) shall occur
                    and the
                    occurrence of such event results in an adjustment of the Exercise
                    Price
                    pursuant to the provisions of clause 8(a) or (d), then the number
                    of
                    Common Shares purchasable pursuant to this Warrant shall be adjusted
                    contemporaneously with the adjustment of the Exercise Price by
                    multiplying
                    the number of Common Shares then otherwise purchasable on the
                    exercise
                    thereof by a fraction, the numerator of which shall be the Exercise
                    Price
                    in effect immediately prior to the adjustment and the denominator
                    of which
                    shall be the Exercise Price resulting from such
                    adjustment.

                


        

         

        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        

         

        
          	(f)  	
                  If
                    the Corporation takes any action affecting its Common Shares
                    to which the
                    foregoing provisions of this clause 8, in the opinion of the
                    board of
                    directors of the Corporation, acting in good faith, are not strictly
                    applicable, or if strictly applicable would not fairly adjust
                    the rights
                    of the Holder against dilution in accordance with the intent
                    and purposes
                    hereof, or would otherwise materially affect the rights of the
                    Holder of
                    the Warrants hereunder, then the Corporation shall execute and
                    deliver to
                    the Holder an amendment hereto providing for an adjustment in
                    the
                    application of such provisions so as to adjust such rights as
                    aforesaid in
                    such manner as the board of directors of the Corporation may
                    determine to
                    be equitable in the circumstances, acting in good faith. The
                    failure of
                    the taking of action by the board of directors of the Corporation
                    to so
                    provide for any adjustment on or prior to the effective date
                    of any action
                    or occurrence giving rise to such state of facts will be conclusive
                    evidence that the board of directors has determined that it is
                    equitable
                    to make no adjustment in the
                    circumstances.

                


        

         

        8.    The
          following rules and procedures shall be applicable to the adjustments made
          pursuant to clause 8:

         

        
          	(a)  	
                  no
                    adjustment in the Exercise Price shall be required unless a change
                    of at
                    least 1% of the prevailing Exercise Price would result, provided,
                    however,
                    that any adjustment which, except for the provisions of this
                    clause 9(a),
                    would otherwise have been required to be made, shall be carried
                    forward
                    and taken into account in any subsequent
                    adjustment;

                


        

         

        
          	(b)  	
                  the
                    adjustments provided for in clause 8 are cumulative and shall
                    apply to
                    successive subdivisions, consolidations, dividends, distributions
                    and
                    other events resulting in any adjustment under the provisions
                    of such
                    clause;

                


        

         

        
          	(c)  	
                  in
                    the absence of a resolution of the board of directors of the
                    Corporation
                    fixing a record date for any dividend or distribution referred
                    to in
                    clause 8(a)(iii) above, the Corporation shall be deemed to have
                    fixed as
                    the record date therefor the date on which such dividend or distribution
                    is effected;

                


        

         

        
          	(d)  	
                  if
                    the Corporation sets a record date to take any action and thereafter
                    and
                    before the taking of such action abandons its plan to take such
                    action,
                    then no adjustment to the Exercise Price will be required by
                    reason of the
                    setting of such record date;

                


        

         

        
          	(e)  	
                  forthwith
                    after any adjustment to the Exercise Price or the number of Common
                    Shares
                    purchasable pursuant to the Warrants, the Corporation shall provide
                    to the
                    Holder a certificate of an officer of the Corporation certifying
                    as to the
                    amount of such adjustment and, in reasonable detail, describing
                    the event
                    requiring and the manner of computing or determining such adjustment;
                    and

                


        

         

        
          	(f)  	
                  any
                    question that at any time or from time to time arises with respect
                    to the
                    amount of any adjustment to the Exercise Price or other adjustment
                    pursuant to clause 8 shall be conclusively determined by a firm
                    of
                    independent chartered accountants (who may be the Corporation's
                    auditors)
                    and shall be binding upon the Corporation and the
                    Holder.

                


        

         

        9.    On
          the
          happening of each and every such event set out in clause 8, the applicable
          provisions of this Warrant, including the Exercise Price, shall, ipso facto,
          be
          deemed to be amended accordingly and the Corporation shall take all necessary
          action so as to comply with such provisions as so amended.

         

        
          
            
            

          

          
            D-5

            
              

            

          

          
            
            

          

        

         

        10.    The
          Corporation shall not be required to deliver certificates for Common Shares
          while the share transfer books of the Corporation are properly closed,
          having
          regard to the provisions of clauses 8 and 9 hereof, prior to any meeting
          of
          shareholders or for the payment of dividends or for any other purpose and
          in the
          event of the surrender of any Warrant in accordance with the provisions
          hereof
          and the making of any subscription and payment for the Common Shares called
          for
          thereby during any such period delivery of certificates for Common Shares
          may be
          postponed for not more than five (5) days after the date of the re-opening
          of
          said share transfer books. Provided, however, that any such postponement
          of
          delivery of certificates shall be without prejudice to the right of the
          Holder
          so surrendering the same and making payment during such period to receive
          after
          the share transfer books shall have been re-opened such certificates for
          the
          Common Shares called for, as the same may be adjusted pursuant to clause
          8
          hereof as a result of the completion of the event in respect of which the
          transfer books were closed.

         

        11.    Subject
          as hereinafter provided, all or any of the rights conferred upon the Holder
          by
          the terms hereof may be enforced by the Holder by appropriate legal proceedings.
          No recourse under or upon any obligation, covenant or agreement contained
          herein
          shall be had against any shareholder, director or officer of the Corporation
          either directly or through the Corporation, it being expressly agreed and
          declared that the obligations under the Warrants are solely corporate
          obligations and that no personal liability whatever shall attach to or
          be
          incurred by the shareholders, directors or officers of the Corporation
          or any of
          them in respect thereof, any and all rights and claims against every such
          shareholder, officer or director being hereby expressly waived as a condition
          of
          and as a consideration for the issue of the Warrants.

         

        12.    The
          Holder may subscribe for and purchase any lesser number of Common Shares
          than
          the number of shares expressed in this Warrant Certificate. In the case
          of any
          subscription for a lesser number of Common Shares than expressed in this
          Warrant
          Certificate, the Holder hereof shall be entitled to receive at no cost
          to the
          Holder a new Warrant Certificate in respect of the balance of Warrant not
          then
          exercised. Such new Warrant Certificate shall be delivered by bonded overnight
          courier to the Holder by the Corporation, contemporaneously with the delivery
          of
          the certificate or certificates representing the Common Shares issued pursuant
          to clause 4.

         

        13.    If
          this
          Warrant Certificate is stolen, lost, mutilated or destroyed, the Corporation
          shall, on such terms as it may in its discretion acting reasonably impose,
          issue
          and sign a new Warrant Certificate of like denomination, tenor and date,
          and if
          applicable, with the same legend, as the Warrant Certificate so stolen,
          lost,
          mutilated or destroyed for delivery to the Holder.

         

        14.    The
          Corporation shall keep at its principal office: (a) a register of holders
          in
          which shall be entered the names and addresses of the holders of the Warrants
          and of the number of Warrants held by them; and (b) a register of transfers
          in
          which shall be entered the date and other particulars of each transfer
          of
          Warrants. The registers hereinbefore referred to shall be open at all reasonable
          times for inspection by any Holder.

         

        15.    The
          transferee of a Warrant Certificate shall, after the transfer form attached
          to
          the Warrant Certificate or any other form of transfer acceptable to the
          Corporation, acting reasonably, is duly completed and the Warrant Certificate
          is
          lodged with the Corporation and upon compliance with all other conditions
          in
          that regard required by this Warrant, by the Toronto Stock Exchange or
          by law,
          be entitled to have his name entered on the register of holders as the
          owner of
          the Warrants represented thereby free from all equities or rights of set-off
          or
          counterclaim between the Corporation and the transferor or any previous
          holder
          of such Warrant, save in respect of equities of which the Corporation or
          the
          transferee is required to take notice by statute or by order of a court
          of
          competent jurisdiction.

         

        
          
            
            

          

          
            D-6

            
              

            

          

          
            
            

          

        

         

        16.    Warrant
          Certificates may, upon compliance with the reasonable requirements of the
          Corporation, be exchanged for Warrant Certificates in any other denomination
          representing in the aggregate the same number of Warrants. The Corporation
          shall
          issue and sign all Warrant Certificates necessary to carry out the exchanges
          contemplated herein, provided:

         

        
          	(i)  	
                  Warrant
                    Certificates may be exchanged only at the principal office of
                    the
                    Corporation in the City of Greenwood Village,
                    Colorado;

                


        

         

        
          	(ii)  	
                  any
                    Warrant Certificates tendered for exchange shall be surrendered
                    to the
                    Corporation and cancelled; and

                


        

         

        
          	(iii)  	
                  except
                    as otherwise herein provided, the Corporation shall not charge
                    Holders
                    requesting an exchange any sum for any new Warrant Certificate
                    issued.
                    

                


        

         

        17.    The
          Corporation may deem and treat the registered holder of any Warrant Certificate
          as the absolute owner of the Warrants represented thereby for all purposes,
          and
          the Corporation shall not be affected by any notice or knowledge to the
          contrary
          except where the Corporation is required to take notice by statute or by
          order
          of a court of competent jurisdiction. A Holder shall be entitled to the
          rights
          evidenced by such Warrant free from all equities or rights of set-off or
          counterclaim between the Corporation and the original or any intermediate
          holder
          thereof and all persons may act accordingly and the receipt by any such
          Holder
          of the Common Shares purchasable pursuant to such Warrant shall be a good
          discharge to the Corporation for the same and the Corporation shall not
          be bound
          to inquire into the title of any such Holder except where the Corporation
          is
          required to take notice by statute or by order of a court of competent
          jurisdiction.

         

        18.    Legend

         

        
          	(a)  	
                  The
                    Holder acknowledges that appropriate legend as follows will be
                    placed upon
                    certificates representing any Common Shares issued upon the exercise
                    of
                    the Warrants represented by this certificate until the hold period
                    expires
                    for the Warrants so represented hereby:


                


        

        


        “THIS
          SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT
          OF 1933,
          AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED
          OR SOLD
          EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF,
          THE
          HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
          EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
          PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER
          THE
          SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED
          BY RULE
          144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER
          THE
          SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
          STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR
          TO ANY
          TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH
          TO
          THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
          INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER
          IS
          BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
          TO,
          THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE
          TERMS
          ''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
          REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL
          NOT,
          DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO
          THIS
          SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

         

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

         

        
          
            
            

          

          
            D-7

            
              

            

          

          
            
            

          

        

        


        19.    This
          Warrant Certificate shall be governed by the laws of the Province of Ontario
          and
          the federal laws of Canada applicable herein.

         

        20.    The
          Warrants represented by this Warrant Certificate may not be transferred
          or
          assigned in whole or in part without the prior written consent of the
          Corporation, such consent not to be unreasonably withheld, or without compliance
          with all applicable United States federal and state securities laws, all
          applicable securities laws in Canada and other applicable securities laws
          and
          the rules of the Toronto Stock Exchange, by the transferor and the transferee
          (including the delivery of investment representation letters and legal
          opinion
          reasonably satisfactory to the Corporation, if requested by the
          Corporation).

         

        21.    The
          Holder, by acceptance hereof, agrees that the Warrants represented by this
          Warrant Certificate, and the Common Shares issuable upon exercise thereof,
          are
          being acquired solely for its own account and not as a nominee for any
          other
          party and not with a view toward the resale or distribution thereof and
          that it
          will not offer, sell or otherwise dispose of the Warrants or the Common
          Shares
          issuable upon exercise thereof except under circumstances which will not
          result
          in a violation of any applicable securities laws in Canada and other applicable
          securities laws or the rules of the Toronto Stock Exchange.

         

        22.    All
          references herein to monetary amounts are references to lawful money of
          Canada.

        


        IN
          WITNESS WHEREOF,
          the
          Corporation has caused this Warrant Certificate to be signed by its duly
          authorized officer.

        


        DATED
          this____________ day
          of_______________,
          200__.

        


        


        
          
            	 	 	 
	 	APOLLO
                    GOLD CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
                    

                  
	 	 


          
   

        
          
            
            

          

          
            D-8

            
              

            

          

          
            
            

          

        

        


        SUBSCRIPTION
          FORM

        


        TO
          BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:

        


        
          	TO:	
                  APOLLO
                    GOLD CORPORATION

                


        

        5655
          South Yosemite Street

        Suite
          200

        Greenwood
          Village, CO

        80111-3212

         

        THE
          UNDERSIGNED
          hereby
          subscribes for  
          common
          shares of APOLLO GOLD CORPORATION according
          to the terms and conditions set forth in the annexed warrant certificate
          (or
          such number of other securities or property to which such warrant entitles
          the
          undersigned to acquire under the terms and conditions set forth in the
          annexed
          warrant certificate).

        


        In
          connection with this subscription, the undersigned hereby certifies that
          (check
          one):

        


        
          	 	
                  [   
                    ]

                	
                  1.

                	
                  It
                    is not a U.S. person and the Warrants are not being exercised
                    in the
                    United States or on behalf of a U.S. person;
                    or

                


        

        


        
          	 	
                  [   
                    ]

                	
                  2.

                	
                  It
                    has enclosed with this subscription a written opinion of counsel
                    to the
                    effect that the warrants and the common shares issuable upon
                    exercise of
                    the warrants have been registered under the U.S. Securities Act
                    or are
                    exempt from registration
                    thereunder.

                


        

        


        The
          terms
“U.S. person” and “United States” are as defined in Regulation S under the
          United States Securities Act of 1933, as amended.

        


        Address
          for Delivery of Shares:

        
          
            

          

           

        

        
          
            

          

        

        
           

          
            

          

        

         

        Attention:

         

        
          

        

        


        Exercise
          Price Tendered

        (Cdn$0.39
          per share or as adjusted)  
          Cdn$
    

        


        DATED
          at
          Toronto, this _____day of _______________, 200___.

         

        
          
            	Witness:	)	 
	 	)	   

	 	)	Holder's Name
	 	)	 
	      
	)	   

	 	)	Authorized Signature
	 	)	 
	 	)	  
                    
	 	)	
                    Title
                      (if
                      applicable)

                  


          
 

               


        
          
            
            

          

          
            D-9

            
              

            

          

          
            
            

            
            

          

        


        ASSIGNMENT
          FORM

        


        TO
          BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:

         

        
          	TO:	
                  APOLLO
                    GOLD CORPORATION

                


        

        5655
          South Yosemite Street

        Suite
          200

        Greenwood
          Village, CO

        80111-3212

         

         

        
          	
                  FOR
                    VALUE RECEIVED,

                	   
	
                  Warrants
                    represented by this Warrant Certificate are

                
	 	 
	
                  hereby
                    transferred to 

                	   

	 	 
	
                  residing
                    at

                	   

	
                  You
                    are hereby instructed to take the necessary steps to effect this
                    transfer.

                


        

        


        


        DATED
          at
          Toronto, this _____day of _______________, 200___.

        
           

          
            
              	Witness:	)	 
	 	)	   

	 	)	Holder's Name
	 	)	 
	      
	)	   

	 	)	Authorized Signature
	 	)	 
	 	)	  
                      
	 	)	
                      Title
                        (if
                        applicable)

                    


            
 

        

        Signature
          guaranteed:

        


        The
          signature must be guaranteed by a Canadian chartered bank or a member of
          a
          recognized stock exchange or other entity acceptable to the
          Corporation.

         

        
          
            
            

          

          D-10