Unassociated Document


     

    REGISTRATION
      RIGHTS AGREEMENT

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
      is
      made and entered into as of October 17, 2005 by and between Apollo Gold
      Corporation, a Yukon Territory corporation (the “Company”),
      as
      evidenced by the signatures of the Company and Jipangu Inc., a Japanese
      corporation (the “Subscriber”)
      pursuant to the Subscription Agreement dated as of October 17, 2005 (the
“Subscription
      Agreement”)
      for up
      to 11,650,000 Common Shares (the “Shares”)
      of the
      Company and up to 2,000,000 common share purchase warrants (the “Warrants”)
      of the
      Company, each Warrant entitling the holder to acquire one common share
      (“Warrant
      Share”)
      of the
      Company as set forth in the Subscription Agreement. In order to induce the
      Subscriber under the Subscription Agreement to enter into the Subscription
      Agreement, the Company has agreed to provide the registration rights set forth
      in this Agreement. 

     

    The
      Company agrees with the Subscriber, (i) for its benefit as Subscriber
      and
      (ii) for the benefit of the beneficial owners (including the Subscriber)
      from time to time of the Shares, the Warrants and the Warrant Shares, and (iii)
      for the benefit of the beneficial owners from time to time of the Registrable
      Securities (as defined herein) issuable pursuant to the Subscription Agreement
      (each of the foregoing a “Holder”
      and
      together the “Holders”),
      as
      follows:

     

    SECTION
      1.   Definitions.
      Capitalized terms used herein without definition shall have their respective
      meanings set forth in the Subscription Agreement. In addition to the terms
      that
      are defined elsewhere in this Agreement, the following terms shall have the
      following meanings:

     

    “Additional
      Amount”
      means
      any security issued with respect thereto upon any stock dividend, split, merger
      or similar event, for each Registrable Security owned by the
      Holder.

     

    “Affiliate”,
      with
      respect to any specified person, has the meaning specified in Rule
      144.

     

    “Common
      Shares”
      means
      the Company’s common shares, no par value.

     

    “Company”
      has the
      meaning specified in the first paragraph of this Agreement.

     

    “Deferral
      Notice”
      has the
      meaning specified in Section 3(d) hereof.

     

    “Deferral
      Period”
      has the
      meaning specified in Section 3(d) hereof.

     

    “Effectiveness
      Deadline Date”
      has the
      meaning specified in Section 2(a) hereof.

     

    “Effectiveness
      Period”
      means
      the period commencing on the Issue Date and ending on the date that all
      Registrable Securities have ceased to be Registrable Securities.

     

    
      
        
        

      

      
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    “Exchange
      Act”
      means
      the United States Securities Exchange Act of 1934, as amended, and the rules
      and
      regulations of the SEC promulgated thereunder.

     

    “Filing
      Deadline Date”
      has the
      meaning specified in Section 2(a) hereof.

     

    “Holder”
      has the
      meaning specified in the second paragraph of this Agreement.

     

    “Initial
      Resale Registration Statement”
      has the
      meaning specified in Section 2(a) hereof.

     

    “Issue
      Date”
      means
      the Closing Date, as that term is defined in the Subscription
      Agreement.

     

    Material
      Event”
      has the
      meaning specified in Section 3(d) hereof.

     

    “Notice
      and Questionnaire”
      means a
      written notice delivered to the Company containing substantially the information
      called for by the Selling Securityholder Notice and Questionnaire attached
      as
Annex
      A
      to this
      Agreement.

     

    “Notice
      Holder”
      means
      on any date, any Holder that has delivered a Notice and Questionnaire to the
      Company on or prior to such date.

     

    “Prospectus”
      means
      the prospectus included in any Registration Statement (including, without
      limitation, a prospectus that discloses information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 415 promulgated under the Securities Act), as amended or supplemented
      by
      any amendment or prospectus supplement, including post-effective amendments,
      and
      all materials incorporated by reference or explicitly deemed to be incorporated
      by reference in such Prospectus.

     

    “Registrable
      Securities”
      means
      the Shares, the Warrant Shares that have been issued or are issuable upon
      exercise of the Warrants, and any security issued with respect thereto upon
      any
      stock dividend, split, merger or similar event until, in the case of any such
      security, the earlier of (i) the date on which all of the Registrable Securities
      have been sold pursuant to Rule 144 under the Securities Act or a shelf
      registration statement and no additional Warrant Shares are issuable upon
      exercise of the Warrants, or (ii) the date on which each Holder is entitled
      to
      sell all of its Registrable Securities pursuant to Rule 144(k) and no additional
      Warrant Shares are issuable upon exercise of the Warrants.

     

    “Registration
      Statement”
      means
      any registration statement of the Company that covers any of the Registrable
      Securities pursuant to the provisions of this Agreement, including the
      Prospectus, amendments and supplements to such registration statement, including
      post-effective amendments, all exhibits, and all materials incorporated by
      reference or explicitly deemed to be incorporated by reference in such
      registration statement.

     

    “Resale
      Registration Statement”
      has the
      meaning specified in Section 2(a) hereof.

     

    
      
        
        

      

      
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    “Rule
      144”
      means
      Rule 144 under the Securities Act, as such Rule may be amended from time to
      time, or any similar or successor rule or regulation hereafter adopted by the
      SEC having substantially the same effect as such Rule.

     

    “SEC”
      means
      the United States Securities and Exchange Commission and any successor
      agency.

     

    “Securities
      Act”
      means
      the United States Securities Act of 1933, as amended, and the rules and
      regulations promulgated by the SEC thereunder.

     

    “Shares”
      has the
      meaning specified in the first paragraph of this Agreement.

     

    “Subscriber”
      means
      the Subscriber to the Subscription Agreement.

     

    “Subsequent
      Resale Registration Statement”
      has the
      meaning specified in Section 2(b) hereof.

     

    “Warrant
      Shares”
      has the
      meaning specified in the first paragraph of this Agreeement.

     

    “Warrants”
      has the
      meaning specified in the first paragraph of this Agreement.

     

    SECTION
      2.   Resale
      Registration. 

     

    (a)  The
      Company shall prepare and file or cause to be prepared and filed with the SEC
      no
      later than December 31, 2005 (the “Filing
      Deadline Date”)
      a
      Registration Statement (the “Initial
      Resale Registration Statement”)
      registering the resale from time to time by Holders of all of the Registrable
      Securities (a “Resale
      Registration Statement”).
      The
      Initial Resale Registration Statement shall be on Form S-3 or another
      appropriate form permitting registration of such Registrable Securities for
      resale by such Holders in accordance with the methods of distribution set forth
      in the Initial Resale Registration Statement. The Company shall use its
      commercially reasonable efforts to cause the Initial Resale Registration
      Statement to be declared effective under the Securities Act no later than the
      date (the “Effectiveness
      Deadline Date”)
      that
      is ninety (90) days (or, in the case of a full review by the SEC, one hundred
      and twenty (120) days) after the Issue Date, and to keep, subject to Section
      3(d)(A) hereof, the Initial Resale Registration Statement (or any Subsequent
      Resale Registration Statement) continuously effective under the Securities
      Act
      until the expiration of the Effectiveness Period. Each Holder that became a
      Notice Holder on or prior to the date ten (10) Business Days prior to the time
      that the Initial Resale Registration Statement became effective shall be named
      as a selling security holder in the Initial Resale Registration Statement and
      the related Prospectus in such a manner as to permit such Holder to deliver
      such
      Prospectus to purchasers of Registrable Securities in accordance with applicable
      law (other than laws not generally applicable to all such Holders).
      Notwithstanding the foregoing, no Holder shall be entitled to have the
      Registrable Securities held by it covered by such Resale Registration Statement
      unless such Holder has provided a Notice and Questionnaire in accordance with
      and in compliance with Section 4. The Company may permit any of its
      security holders to include any of the Company’s securities in the Initial
      Resale Registration Statement or any Subsequent Resale Registration
      Statement.

     

    
      
        
        

      

      
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    (b)  If
      the
      Initial Resale Registration Statement or any Subsequent Resale Registration
      Statement ceases to be effective for any reason at any time during the
      Effectiveness Period, the Company shall use its commercially reasonable efforts
      to obtain the prompt withdrawal of any order suspending the effectiveness
      thereof, and in any event shall within thirty (30) days of such cessation of
      effectiveness amend the Resale Registration Statement in a manner reasonably
      expected by the Company to obtain the withdrawal of the order suspending the
      effectiveness thereof, or file an additional Resale Registration Statement
      covering all of the securities that as of the date of such filing are
      Registrable Securities (a “Subsequent
      Resale Registration Statement”).
      If a
      Subsequent Resale Registration Statement is filed, the Company shall use
      commercially reasonable efforts to cause the Subsequent Resale Registration
      Statement to become effective as promptly as is reasonably practicable after
      such filing or, if filed during a Deferral Period, after the expiration of
      such
      Deferral Period, and to keep such Registration Statement (or Subsequent Resale
      Registration Statement), subject to Section 3(d)(A) hereof, continuously
      effective until the end of the Effectiveness Period.

     

    (c)  The
      Company shall supplement and amend the Initial or any Subsequent Resale
      Registration Statement if required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Resale
      Registration Statement, if required by the Securities Act.

     

    (d)
      Each
      Holder of Registrable Securities agrees that if such Holder wishes to sell
      Registrable Securities pursuant to a Resale Registration Statement and related
      Prospectus, it will do so only in accordance with this Section 2(d),
      Section 3(d) and Section 4. Each Holder of Registrable Securities
      wishing to sell Registrable Securities pursuant to the Initial or any Subsequent
      Resale Registration Statement and related Prospectus agrees to deliver a Notice
      and Questionnaire to the Company at least five (5) business days prior to any
      intended distribution of Registrable Securities under the Resale Registration
      Statement. From and after the date the Initial Resale Registration Statement
      is
      declared effective, the Company shall, as promptly as is reasonably practicable
      after the date a fully completed and legible Notice and Questionnaire is
      received by the Company, (i) if required by applicable law, file with
      the
      SEC a post-effective amendment to the Resale Registration Statement or prepare
      and, if required by applicable law, file a supplement to the related Prospectus
      or a supplement or amendment to any document incorporated therein by reference
      or file any other document required by the SEC so that the Holder delivering
      such Notice and Questionnaire is named as a selling security holder in the
      Resale Registration Statement and the related Prospectus in such a manner as
      to
      permit such Holder to deliver such Prospectus to purchasers of the Registrable
      Securities in accordance with applicable law (other than laws not generally
      applicable to all Holders of Registrable Securities wishing to sell Registrable
      Securities pursuant to the Resale Registration Statement and related Prospectus)
      and using the manner of sale specified in the Notice and Questionnaire, and,
      if
      the Company shall file a post-effective amendment to the Resale Registration
      Statement, use commercially reasonable efforts to cause such post-effective
      amendment to be declared effective under the Securities Act as promptly as
      is
      reasonably practicable; (ii) provide such Holder copies of any documents
      filed pursuant to Section 2(d)(i); and (iii) notify such Holder
      as
      promptly as is reasonably practicable after the effectiveness under the
      Securities Act of any post-effective amendment filed pursuant to
      Section 2(d)(i); provided,
      that if
      such Notice and Questionnaire is delivered during a Deferral Period, the Company
      shall so inform the Holder delivering such Notice and Questionnaire and shall
      take the actions set forth in clauses (i), (ii) and (iii) above
      upon
      expiration of the Deferral Period in accordance with Section 3(d),
provided,
      further,
      that if
      under applicable law the Company has more than one option as to the type or
      manner of making any such filing, the Company will make the required filing
      or
      filings in the manner or of a type that is reasonably expected to result in
      the
      earliest availability of the Prospectus for effecting resales of Registrable
      Securities. Notwithstanding anything contained herein to the contrary, the
      Company shall be under no obligation to name any Holder that is not a Notice
      Holder as a selling security holder in any Registration Statement or related
      Prospectus; provided,
      however,
      that
      any Holder that becomes a Notice Holder pursuant to the provisions of this
      Section 2(d) of this Agreement (whether or not such Holder was a Notice
      Holder at the time the Registration Statement was initially declared effective)
      shall be named as a selling security holder in the Registration Statement or
      related Prospectus subject to and in accordance with the requirements of this
      Section 2(d).

     

    
      
        
        

      

      
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    SECTION
      3.   Registration
      Procedures.
      In
      connection with the registration obligations of the Company under Section 2
      hereof, the Company shall:

     

    (a)  Prepare
      and file with the SEC such amendments and post-effective amendments to each
      Registration Statement as may be necessary to keep such Registration Statement
      continuously effective for the applicable period specified in Section 2(a);
      cause the related Prospectus to be supplemented by any required Prospectus
      supplement, and as so supplemented to be filed pursuant to Rule 424 (or any
      similar provisions then in force) under the Securities Act; and use commercially
      reasonable efforts to comply with the provisions of the Securities Act
      applicable to it with respect to the disposition of all securities covered
      by
      such Registration Statement during the Effectiveness Period in accordance with
      the intended methods of disposition by the sellers thereof set forth in such
      Registration Statement as so amended or such Prospectus as so
      supplemented.

     

    (b)  Submit
      to
      the SEC, within two (2) Business Days after the Company learns that no review
      of
      a particular Registration Statement will be made by the staff of the SEC or
      that
      the staff has no further comments on a particular Registration Statement, as
      the
      case may be, a request for acceleration of effectiveness of such Registration
      Statement to a time and date not later than 48 hours after the submission of
      such request.

     

    (c)  Use
      commercially reasonable efforts to obtain the withdrawal of any order suspending
      the effectiveness of a Registration Statement or the lifting of any suspension
      of the qualification (or exemption from qualification) of any of the Registrable
      Securities for sale in any jurisdiction in which they have been qualified for
      sale, in either case at the earliest possible moment or, if any such order
      or
      suspension is made effective during any Deferral Period, at the earliest
      possible moment after the expiration of such Deferral Period.

     

    
      
        
        

      

      
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    (d)  Upon
      (A) the issuance by the SEC of a stop order suspending the effectiveness
      of
      the Resale Registration Statement or the initiation of proceedings with respect
      to the Resale Registration Statement under Section 8(d) or 8(e) of the
      Securities Act, (B) the occurrence of any event or the existence of
      any
      fact (a “Material
      Event”)
      as a
      result of which any Registration Statement shall contain any untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, or any Prospectus
      shall contain any untrue statement of a material fact or omit to state any
      material fact necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading (including, in any
      such
      case, as a result of the non-availability of financial statements), or
      (C) the occurrence or existence of any development, event, fact, situation
      or circumstance relating to the Company that, in the discretion of the Company,
      makes it appropriate to suspend the availability of the Resale Registration
      Statement and the related Prospectus, (i) in the case of clause (B)
      above, subject to the next sentence, as promptly as practicable prepare and
      file
      a post-effective amendment to such Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated therein by reference or file
      any
      other required document that would be incorporated by reference into such
      Registration Statement and Prospectus so that such Registration Statement does
      not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, and such Prospectus does not contain any untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading, as thereafter delivered to the purchasers of the
      Registrable Securities being sold thereunder, and, in the case of a
      post-effective amendment to a Registration Statement, subject to the next
      sentence, use commercially reasonable efforts to cause it to be declared
      effective as promptly as is reasonably practicable, and (ii) give notice
      (via facsimile, telephone or electronic mail followed by a written notice by
      first-class mail) to the Notice Holders that the availability of the Resale
      Registration Statement is suspended (a “Deferral
      Notice”)
      and,
      upon receipt of any Deferral Notice, each Notice Holder agrees not to sell
      any
      Registrable Securities pursuant to the Registration Statement until such Notice
      Holder’s receipt of copies of the supplemented or amended Prospectus provided
      for in clause (i) above, or until it is advised in writing by the Company
      that the Prospectus may be used, and has received copies of any additional
      or
      supplemental filings that are incorporated or deemed incorporated by reference
      in such Prospectus. The Company will use commercially reasonable efforts to
      ensure that the use of the Prospectus may be resumed (x) in the case
      of
      clause (A) above, as promptly as is practicable, (y) in the case
      of
      clause (B) above, as soon as, in the sole reasonable judgment of the
      Company, public disclosure of such Material Event would not be prejudicial
      to or
      contrary to the interests of the Company or, if necessary to avoid unreasonable
      burden or expense, as soon as reasonably practicable thereafter and (z) in
      the case of clause (C) above, as soon as, in the reasonable discretion
      of
      the Company, such suspension is no longer appropriate. The period during which
      the availability of the Registration Statement and any Prospectus is suspended
      (the “Deferral
      Period”)
      is not
      to exceed (i) 20 consecutive days at any one time; (ii) 30 days in the aggregate
      in any three-month period; or (iii) 60 days in the aggregate during any 12-month
      period, or as otherwise required by applicable regulatory authority; provided
      that, the number of days the Company is required to keep the Registration
      Statement effective shall be extended by the number of days equal to the
      aggregate Deferral Period(s). The first day of any Deferral Period must be
      at
      least two (2) trading days after the last day of any prior Deferral
      Period.

     

    
      
        
        

      

      
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    (e)  During
      the Effectiveness Period (except during such periods that a Deferral Notice
      is
      outstanding and has not been revoked), deliver to each Notice Holder in
      connection with any sale of Registrable Securities pursuant to a Registration
      Statement, without charge, as many copies of the Prospectus or Prospectuses
      relating to such Registrable Securities and any amendment or supplement thereto
      as such Notice Holder may reasonably request; and the Company hereby consents
      (except during such periods that a Deferral Notice is outstanding and has not
      been revoked) to the use of such Prospectus or each amendment or supplement
      thereto by each Notice Holder in connection with any offering and sale of the
      Registrable Securities covered by such Prospectus or any amendment or supplement
      thereto in the manner set forth therein.

     

    (f)
      Subject to Section 3(d), use commercially reasonable efforts to register
      or
      qualify or cooperate with the Notice Holders in connection with the registration
      or qualification (or exemption from such registration or qualification) of
      such
      Registrable Securities for offer and sale under the securities or Blue Sky
      laws
      of such jurisdictions within the United States as any Notice Holder reasonably
      requests in writing (which request may be included in the Notice and
      Questionnaire), it being agreed that no such registration or qualification
      will
      be made unless so requested; use commercially reasonable efforts to keep each
      such registration or qualification (or exemption therefrom) effective during
      the
      Effectiveness Period in connection with such Notice Holder’s offer and sale of
      Registrable Securities pursuant to such registration or qualification (or
      exemption therefrom) and do any and all other acts or things necessary to enable
      the disposition in such jurisdictions of such Registrable Securities in the
      manner set forth in the relevant Registration Statement and the related
      Prospectus; provided,
      that
      the Company will not be required to (i) qualify as a foreign corporation
      or
      as a dealer in securities in any jurisdiction (except New York, if required
      by
      law) where it is not otherwise qualified or (ii) take any action that
      would
      subject it to general service of process in suits or to taxation in any such
      jurisdiction where it is not then so subject.

     

    (g)
      Upon
      (i) the filing of the Initial Resale Registration Statement and
      (ii) the effectiveness of the Initial Resale Registration Statement,
      announce the same, in each case by press release or any other means of
      dissemination reasonably expected to make such information known
      publicly.

     

    (h)
      The
      Company will use its commercially reasonable best efforts to file as soon as
      practicable following the Issue Date to file an application for listing of
      the
      Registrable Securities to obtain the listing of the Registrable Securities
      on
      the American Stock Exchange.

     

    SECTION
      4.   Holder’s
      Obligations.
      Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      of
      Registrable Securities shall be entitled to sell any of such Registrable
      Securities pursuant to a Registration Statement or to receive a Prospectus
      relating thereto, unless such Holder has furnished the Company with a Notice
      and
      Questionnaire as required pursuant to this Section 4 (including the information
      required to be included in such Notice and Questionnaire) and the information
      set forth in the next sentence. Each Holder of Registrable Securities wishing
      to
      sell Registrable Securities pursuant to the Initial or any Subsequent Resale
      Registration Statement and related Prospectus agrees to deliver a Notice and
      Questionnaire to the Company at least five (5) business days prior to the filing
      of the Initial Resale Registration Statement or Subsequent Resale Registration
      Statement. Each Notice Holder agrees promptly to furnish to the Company in
      writing all information required to be disclosed in order to make the
      information previously furnished to the Company by such Notice Holder not
      misleading, any other information regarding such Notice Holder and the
      distribution of such Registrable Securities as may be required to be disclosed
      in the Registration Statement under applicable law or pursuant to SEC comments
      and any information otherwise required by the Company to comply with applicable
      law or regulations. Each Holder further agrees, following termination of the
      Effectiveness Period, to notify the Company, within twenty (20) Business Days
      of
      a request, of the amount of Registrable Securities sold pursuant to the
      Registration Statement and, in the absence of a response, the Company may assume
      that all of the Holder’s Registrable Securities were so sold.

     

    
      
        
        

      

      
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    SECTION
      5.   Registration
      Expenses.
      The
      Company shall bear all fees and expenses incurred in connection with the
      performance by the Company of its obligations under Sections 2 and 3
      of
      this Agreement whether or not any of the Registration Statements are declared
      effective. Such fees and expenses shall include, without limitation,
      (i) all registration and filing fees (including, without limitation,
      fees
      and expenses (x) with respect to filings required to be made with the
      American Stock Exchange and (y) of compliance with federal and state
      securities or Blue Sky laws to the extent such filings or compliance are
      required pursuant to this Agreement (including, without limitation, reasonable
      fees and disbursements of the counsel specified in the next sentence in
      connection with Blue Sky qualifications of the Registrable Securities under
      the
      laws of such jurisdictions as the Notice Holders of a majority of the
      Registrable Securities being sold pursuant to a Registration Statement may
      designate)), (ii) printing expenses, (iii) duplication expenses
      relating to copies of any Registration Statement or Prospectus delivered to
      any
      Holders hereunder, and (iv) fees and disbursements of counsel for the
      Company in connection with the Resale Registration Statement. In addition,
      the
      Company shall pay its internal expenses (including, without limitation, all
      salaries and expenses of officers and employees performing legal or accounting
      duties), and its expenses for any annual audit, the fees and expenses incurred
      in connection with the listing of the Registrable Securities on any securities
      exchange on which the same securities of the Company are then listed and the
      fees and expenses of any person, including special experts, retained by the
      Company.

     

    SECTION
      6.   Registrant
      and Information Requirements.
      The
      Company represents that Form S-3 under the Securities Act is, on the date of
      this Agreement, available for the registration of the Registrable Securities
      by
      the Company for sale by the Holders. The Company covenants that (a) during
      the Effectiveness Period, it will (i) make and keep public information
      available, as those terms are understood and defined in Rule 144, (ii) take
      such action as is necessary to enable the Holders to utilize Form S 3 for the
      sale of their Registrable Securities, (iii) file with the SEC in a timely
      manner all reports and other documents required of the Company under the
      Securities Act and the Exchange Act, and (b) so long as any Holder owns
      any
      Registrable Securities, it will furnish to such Holder, forthwith upon request
      (i) a written statement by the Company that it has complied with the
      reporting requirements of Rule 144, the Securities Act and the Exchange Act,
      (ii) a copy of the most recent annual or quarterly report of the Company
      and such other reports and documents so filed by the Company, and
      (iii) such other information as may be reasonably requested in availing
      any
      Holder of any rule or regulation of the SEC that permits the selling of any
      such
      securities without registration or Form S-3.

     

    
      
        
        

      

      
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    SECTION
      7.   Indemnification
      and Contribution.    

     

    (a)    The
      Company agrees to indemnify and hold harmless each Holder of Registrable
      Securities covered by the Resale Registration Statement, the directors,
      officers, employees, Affiliates and agents of each such Holder and each person
      who controls any such Holder within the meaning of either the Securities Act
      or
      the Exchange Act against any and all losses, claims, damages or liabilities,
      joint or several, to which they or any of them may become subject under the
      Securities Act, the Exchange Act or other federal or state statutory law or
      regulation, at common law or otherwise, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereof) arise out of or are based upon
      any untrue statement or alleged untrue statement of a material fact contained
      in
      the Resale Registration Statement or in any amendment thereof, in each case
      at
      the time such became effective under the Securities Act, or in any preliminary
      Prospectus or the Prospectus, or in any amendment thereof or supplement thereto,
      or arise out of or are based upon the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein (in the case of any preliminary Prospectus or the Prospectus,
      in the light of the circumstances under which they were made) not misleading,
      and agrees to reimburse each such indemnified party, as incurred, for any legal
      or other expenses reasonably incurred by it in connection with investigating
      or
      defending any such loss, claim, damage, liability or action; provided,
      however,
      that
      the Company will not be liable in any such case to the extent that any such
      loss, claim, damage or liability arises out of or is based upon any such untrue
      statement or alleged untrue statement or omission or alleged omission made
      therein in reliance upon and in conformity with written information furnished
      to
      the Company by or on behalf of the party claiming indemnification specifically
      for inclusion therein. This indemnity agreement shall be in addition to any
      liability that the Company may otherwise have.

     

    (b)   Each
      Holder of securities covered by the Resale Registration Statement severally
      and
      not jointly agrees to indemnify and hold harmless the Company, each of its
      directors, each of its officers who signs the Resale Registration Statement
      and
      each person who controls the Company within the meaning of either the Securities
      Act or the Exchange Act, to the same extent as the foregoing indemnity from
      the
      Company to each such Holder, but only with reference to written information
      relating to such Holder furnished to the Company by or on behalf of such Holder
      specifically for inclusion in the documents referred to in the foregoing
      indemnity. This indemnity agreement shall be acknowledged by each Notice Holder
      that is not a
      Subscriber in such Notice Holder's Notice and Questionnaire and shall be in
      addition to any liability that any such Notice Holder may otherwise
      have.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (c)   Promptly
      after receipt by an indemnified party under this Section 7 or notice
      of the
      commencement of any action, such indemnified party will, if a claim in respect
      thereof is to be made against the indemnifying party under this Section 7,
      notify the indemnifying party in writing of the commencement thereof; but the
      failure so to notify the indemnifying party (i) will not relieve it
      from
      liability under paragraph (a) or (b) above unless such failure
      results
      in the forfeiture by the indemnifying party of substantial rights and defenses
      or otherwise materially prejudices the indemnifying party; and (ii) will
      not, in any event, relieve the indemnifying party from any obligations to any
      indemnified party other than the indemnification obligation provided in
      paragraph (a) or (b) above. The indemnifying party shall be entitled
      to appoint counsel (including local counsel) of the indemnifying party's choice
      at the indemnifying party's expense to represent the indemnified party in any
      action for which indemnification is sought (in which case the indemnifying
      party
      shall not thereafter be responsible for the fees and expenses of any separate
      counsel, other than local counsel if not appointed by the indemnifying party,
      retained by the indemnified party or parties except as set forth below);
provided,
      however,
      that
      such counsel shall be reasonably satisfactory to the indemnified party.
      Notwithstanding the indemnifying party's election to appoint counsel (including
      local counsel) to represent the indemnified party in an action, the indemnified
      party shall have the right to employ separate counsel (including local counsel),
      and the indemnifying party shall bear the reasonable fees, costs and expenses
      of
      such separate counsel if (i) the use of counsel chosen by the indemnifying
      party to represent the indemnified party would present such counsel with a
      conflict of interest; (ii) the actual or potential defendants in, or
      targets of, any such action include both the indemnified party and the
      indemnifying party and the indemnified party shall have reasonably concluded
      that there may be legal defenses available to it and/or other indemnified
      parties that are different from or additional to those available to the
      indemnifying party; (iii) the indemnifying party shall not have employed
      counsel reasonably satisfactory to the indemnified party to represent the
      indemnified party within a reasonable time after notice of the institution
      of
      such action; or (iv) the indemnifying party shall authorize the indemnified
      party to employ separate counsel at the expense of the indemnifying party.
      An
      indemnifying party will not, without the prior written consent of the
      indemnified parties, settle or compromise or consent to the entry of any
      judgment with respect to any pending or threatened claim, action, suit or
      proceeding in respect of which indemnification or contribution may be sought
      hereunder (whether or not the indemnified parties are actual or potential
      parties to such claim or action) unless such settlement, compromise or consent
      includes an unconditional release of each indemnified party from all liability
      arising out of such claim, action, suit or proceeding.

     

    (d)
      If
      the indemnification to which an indemnified party is entitled under this
      Section 7 is for any reason unavailable to or insufficient although
      applicable in accordance with its terms to hold harmless an indemnified party
      in
      respect of any losses, liabilities, claims, damages or expenses referred to
      therein, then each indemnifying party shall contribute to the aggregate amount
      of such losses, liabilities, claims, damages and expenses incurred by such
      indemnified party, as incurred, in such proportion as is appropriate to reflect
      the relative fault of the indemnifying party or parties on the one hand and
      of
      the indemnified party on the other hand in connection with the statements or
      omissions which resulted in such losses, liabilities, claims, damages or
      expenses, as well as any other relevant equitable considerations.

     

    The
      relative fault of the Company on the one hand and the Holders of the Registrable
      Securities or the Subscriber on the other hand shall be determined by reference
      to, among other things, whether any such untrue or alleged untrue statement
      of a
      material fact or omission or alleged omission to state a material fact relates
      to information supplied by the Company or by the holder of the Registrable
      Securities or the Subscriber and the parties’ relative intent, knowledge, access
      to information and opportunity to correct or prevent such statement or
      omission.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 7(d) were determined by pro rata allocation
      or by
      any other method of allocation which does not take account of the equitable
      considerations referred to above in this Section 7(d). The aggregate
      amount
      of losses, liabilities, claims, damages, and expenses incurred by an indemnified
      party and referred to above in this Section 7(d) shall be deemed to
      include
      any out-of-pocket legal or other expenses reasonably incurred by such
      indemnified party in investigating, preparing or defending against any
      litigation, or any investigation or proceeding by any governmental agency or
      body, commenced or threatened, or any claim whatsoever based upon any such
      untrue or alleged untrue statement or omission or alleged omission.


     

    Notwithstanding
      the provisions of this Section 7, neither the Holder of any Registrable
      Securities nor the Subscriber shall be required to indemnify or contribute
      any
      amount in excess of the amount by which the total price at which the Registrable
      Securities sold by such Holder of Registrable Securities or by the Subscriber,
      as the case may be, and distributed to the public were offered to the public
      exceeds the amount of any damages that such Holder of Registrable Securities
      or
      the Subscriber has otherwise been required to pay by reason of such untrue
      or
      alleged untrue statement or omission or alleged omission.

     

    No
      person
      guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
      of the Securities Act) shall be entitled to contribution from any person who
      was
      not guilty of such fraudulent misrepresentation.

     

    For
      purposes of this Section 7(d), each person, if any, who controls the
      Subscriber or any Holder of Registrable Securities within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange
      Act
      shall have the same rights to contribution as the Subscriber or such Holder,
      and
      each person, if any, who controls the Company within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange
      Act
      shall have the same rights to contribution as the Company.

     

    (e)   The
      provisions of this Section 7 shall remain in full force and effect,
      regardless of any investigation made by or on behalf of any Holder or the
      Company or any of the indemnified persons referred to in this Section 7,
      and shall survive the sale by a Holder of Registrable Securities covered by
      the
      Resale Registration Statement.

     

    SECTION
      8.   Miscellaneous

     

    (a)  No
      Conflicting Agreements.
      The
      Company is not, as of the date hereof, a party to, nor shall they, on or after
      the date of this Agreement, enter into, any agreement with respect to the
      Company’s securities that conflicts with the rights granted to the Holders of
      Registrable Securities in this Agreement. The Company represents and warrants
      that the rights granted to the Holders of Registrable Securities hereunder
      do
      not in any way conflict with the rights granted to the holders of the Company’s
      securities under any other agreements.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (b)  Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given, unless the Company has obtained the
      written consent of Holders of a majority of the then outstanding Registrable
      Securities. Notwithstanding the foregoing, a waiver or consent to depart from
      the provisions hereof with respect to a matter that relates exclusively to
      the
      rights of Holders of Registrable Securities whose securities are being sold
      pursuant to a Registration Statement and that does not directly or indirectly
      affect the rights of other Holders of Registrable Securities may be given by
      Holders of at least a majority of the Registrable Securities being sold by
      such
      Holders pursuant to such Registration Statement; provided,
      that
      the provisions of this sentence may not be amended, modified, or supplemented
      except in accordance with the provisions of the immediately preceding sentence.
      Each Holder of Registrable Securities outstanding at the time of any such
      amendment, modification, supplement, waiver or consent or thereafter shall
      be
      bound by any such amendment, modification, supplement, waiver or consent
      effected pursuant to this Section 8(b), whether or not any notice, writing
      or marking indicating such amendment, modification, supplement, waiver or
      consent appears on the Registrable Securities or is delivered to such
      Holder.

     

    (c)  Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, by telecopier, by courier guaranteeing
      overnight delivery or by first-class mail, return receipt requested, and shall
      be deemed given (i) when made, if made by hand delivery, (ii) upon
      confirmation, if made by telecopier, (iii) one (1) Business Day after
      being
      deposited with such courier, if made by overnight courier, or (iv) on
      the
      date indicated on the notice of receipt, if made by first-class mail, to the
      parties as follows:

     

    if
      to a
      Notice Holder, at the most current address given by such Holder to the Company
      in a Notice and Questionnaire or any amendment thereto;

     

    if
      to the
      Company, to:

     

    Apollo
      Gold Corporation

    5655
      S.
      Yosemite Street, Suite 200

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

    Facsimile:
      (720) 482-0957

    Attention:
      Chief Financial Officer    

     

    with
      a
      copy to:

     

    Davis
      Graham & Stubbs LLP

    1550
      Seventeenth Street, Suite 500

    Denver,
      Colorado 80202

    Attention:
      Deborah J. Friedman, Esq.

    Facsimile
      No. (303) 893-1379

    


    or
      to
      such other address as such person may have furnished to the other persons
      identified in this Section 8(c) in writing in accordance
      herewith.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (d)  Approval
      of Holders.
      Whenever the consent or approval of Holders of a specified percentage of
      Registrable Securities is required hereunder, Registrable Securities held by
      the
      Company or its Affiliates (other than the Subscriber or subsequent Holders
      of
      Registrable Securities if such subsequent Holders are deemed to be such
      Affiliates solely by reason of their holdings of such Registrable Securities)
      shall not be counted in determining whether such consent or approval was given
      by the Holders of such required percentage.

     

    (e)  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties hereto and, without requiring any express
      assignment, shall inure to the benefit of and be binding upon each Holder of
      any
      Registrable Securities; provided,
      that
      nothing herein shall be deemed to permit any assignment, transfer of other
      disposition of Registrable Securities in violation of the terms of the
      Subscription Agreement. If any transferee of any Holder shall acquire
      Registrable Securities in any manner, whether by operation of law or otherwise,
      such Registrable Securities shall be subject to all of the terms of this
      Agreement and by taking and holding such Registrable Securities such person
      shall be conclusively deemed to have agreed to be bound by and to perform all
      of
      the terms and provisions of this Agreement.

     

    (f)  Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be original and all of which taken together shall constitute one and the
      same
      agreement.

     

    (g)  Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

     

    (h)  Governing
      Law.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF COLORADO.

     

    (i)  Severability.
      If any
      term, provision, covenant or restriction of this Agreement is held to be
      invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected, impaired or invalidated thereby, and
      the
      parties hereto shall use their reasonable best efforts to find and employ an
      alternative means to achieve the same or substantially the same result as that
      contemplated by such term, provision, covenant or restriction, it being intended
      that all of the rights and privileges of the parties hereto shall be enforceable
      to the fullest extent permitted by law.

     

    (j)  Entire
      Agreement.
      This
      Agreement is intended by the parties hereto as a final expression of their
      agreement and is intended to be a complete and exclusive statement of the
      agreement and understanding of the parties hereto in respect of the subject
      matter contained herein and the registration rights granted by the Company
      with
      respect to the Registrable Securities. Except as provided in the Subscription
      Agreement, there are no restrictions, promises, warranties or undertakings,
      other than those set forth or referred to herein, with respect to the
      registration rights granted by the Company with respect to the Registrable
      Securities. This Agreement supersedes all prior agreements and undertakings
      among the parties hereto with respect to such registration rights.

     

    (k)  Termination.
      This
      Agreement and the obligations of the parties hereunder shall terminate upon
      the
      expiration of the Effectiveness Period.

     

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF
      the
      parties hereto have duly executed this Registration Rights Agreement as of
      the
      day and year set forth above.

    

      
        	 	 	 
	 	JIPANGU,
                INC.
	 	
                 

                 

              	 
	 	By:  	/s/ Tamisuke
                Matsufuji
	 	
                

              
	 	
                Name:    
                  Tamisuke Matsufuji

                Office:    
                  President and CEO

              


      

    

    
       

      
        	APOLLO
                GOLD CORPORATION	 	 	 
	
                 

              	 	 	 
	 	 	 	 
	By:  
                /s/ R. David Russell	 	 	 
	
                
                  

                

              	 	 	
              
	Name:    
                R. David Russell
Office:    President and CEO	 	 	 


      

      
 

      
        
          
          

        

        
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