exv4w1



 





EXHIBIT 4.1




SUBSCRIPTION FOR SHARES




	 	 	 
	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 common shares (the “Shares”) of the Corporation set forth below, for
the aggregate consideration set forth below, representing a subscription price of Cdn$0.40 per
Share. The Subscriber agrees to be bound by the terms and conditions set forth in the attached
Schedule “A”–“Terms and Conditions of Subscription for Shares”, 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.




Tamisuke Matsufuji       
                    
                    
        



3-6-9- Kita-Shinagawa

Shinagawa-ku

Tokyo 140-0001, Japan                
                    
              

(Subscriber’s Address)



	 	 	 
	 
	(Telephone Number)
	 	(E-mail Address)






 




(Social Insurance Number)




 





Register
the Shares as set forth below:




 
 




Name




 



Account reference, if applicable



 
 





 
 



Address



 
















Number of Shares: 10,000,000     
                     
         













Aggregate Consideration: Cdn$4,000,000    
                 












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



 



 









 

 

 

 







Deliver the Shares as set forth below:




 




 



Name



 



Account reference, if applicable



 



 



 



Address




 



Telephone Number




 



Attention











i









 





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 1st day of June, 2005.




	 	 	 	 	 
	 	APOLLO GOLD CORPORATION

 	 
	 	Per:     /s/ R. D. Russell
 	 
	 	Authorized Signing Officer 	 
	 	 	 



ii









 






	 	 	 	 	 



SCHEDULE “A”




TERMS AND CONDITIONS OF SUBSCRIPTION FOR THE SHARES





	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 Shares, 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 or Denver, Colorado;
	 
	 	(f)	 	“Closing” means the closing of the purchase of the Shares by the Subscriber;
	 
	 	(g)	 	“Closing Date” means June 3, 2005, and/or such other date or dates as Apollo
and the Subscriber may mutually agree upon in writing;
	 
	 	(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)	 	“Dollar” or “$” means the lawful currency of Canada, unless otherwise
specifically indicated;
	 
	 	(k)	 	“Exemptions” means the exemptions from prospectus and registration requirements
under Applicable Securities Laws;
	 
	 	(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 Shares are
offered;
	 
	 	(o)	 	“Private Placement” means the offering by Apollo for sale of the Shares in the
Non-US Offering Jurisdictions on a private placement basis relying on one or more
Exemptions;
	 
	 	(p)	 	“Registration Rights Agreement” means the Registration Rights Agreement
attached hereto as Schedule “C”;
	 
	 	(q)	 	“Registration Statement” means the registration statement that Apollo agrees to
file with the SEC pursuant to the Registration Rights Agreement to register the Shares
for resale pursuant to the terms of the Registration Rights Agreement;




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	 	(r)	 	“SEC” means the United States Securities and Exchange Commission;
	 
	 	(s)	 	“Shares” means the 10,000,000 Common Shares subscribed for hereunder;
	 
	 	(t)	 	“Subscription Price” means the aggregate subscription price paid by each
Subscriber for the Shares;
	 
	 	(u)	 	“Subsidiaries” means, collectively, the subsidiaries of the Corporation;
	 
	 	(v)	 	“TSX” means the Toronto Stock Exchange; and
	 
	 	(w)	 	“U.S. Securities Act” means the United States Securities Act of 1933, as
amended.






	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 are in the lawful currency of the United
States of America, unless otherwise specified.
	 
	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 SHARES
	 
	2.1	 	The Subscriber hereby confirms its irrevocable subscription for and offer to purchase from
Apollo that number of Shares as set out on page (i) of this Agreement, on and subject to the
terms and conditions set out in this Agreement.
	 
	3.0	 	DESCRIPTION OF THE SHARES, ETC.
	 
	3.1	 	The Shares will be issued and registered in the name of the Subscriber or its nominee as per
the instructions on page (i) of this Agreement.
	 
	3.2	 	Apollo will use its commercially reasonable best efforts to obtain the conditional listing of
the Shares on the TSX and to apply for additional listing 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 Shares, to enter into this Agreement and to
carry out the provisions of such agreement;




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	 	(b)	 	the authorized capital of the Corporation consists of an unlimited number of
Common Shares of which, as of May 27, 2005, 96,206,451 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) such as have been
obtained; or (ii) such as may be required under the applicable by-laws,
policies, regulations and prescribed forms of the TSX and the AMEX;
	 
	 	(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
	 
	 	(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 Shares;
	 
	 	(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)	 	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;




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	 	(i)	 	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 Exchange and the Corporation
will have complied, in all material respects, with the rules and regulations of
eligibility on AMEX and the Exchange;
	 
	 	(j)	 	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
	 
	 	(k)	 	none of the information provided by the Corporation to the Subscriber in
connection with the subscription for the Shares 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 Exchange and AMEX to the date which is three-years following the
Closing Date;
	 
	 	(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 Shares are being offered for sale in an Offering Jurisdiction only on a
“private placement” basis and that the sale and delivery of the Shares 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 Shares 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 Shares;
	 
	 	(iii)	 	there is no government or other insurance covering the Shares;




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	 	(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 Shares;
	 
	 	(d)	 	the Subscriber is purchasing the Shares:






	 	(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 Shares as principal, and in either case is purchasing the Shares for
investment only and not with a view to the resale or distribution of all or any
of the Shares; or
	 
	 	(ii)	 	as agent for a disclosed principal and is not deemed under the
Applicable Securities Laws to be purchasing the Shares 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 Shares;






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






	 	(i)	 	that any person will resell or repurchase any of the Shares;
	 
	 	(ii)	 	that any person will refund the purchase price of any of the
Shares; or
	 
	 	(iii)	 	as to the future price or value of any of the Shares;






	 	(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 Shares 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)	 	to the best of its knowledge, the Subscriber (other than if the Subscriber is a
director or officer of Apollo or any of its affiliates) has no knowledge of a “material
fact”, “material change”, or “material non-public information” (as those terms are
defined in or under the Applicable Securities Laws) in respect of the affairs of Apollo
that has not been generally disclosed to the public;




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	 	(k)	 	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
Shares 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;
	 
	 	(l)	 	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;
	 
	 	(m)	 	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;
	 
	 	(n)	 	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;
	 
	 	(o)	 	in the case of a subscription by it for the Shares 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;
	 
	 	(p)	 	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;
	 
	 	(q)	 	the Subscriber has not purchased the Shares 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;
	 
	 	(r)	 	the Subscriber and each beneficial purchaser for whom it is acting acknowledges
that investment in the Shares is speculative in nature and that there are risks
associated with the purchase of the Shares 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 Shares, fully understands the speculative nature of the Shares
and is able to bear the economic risk of loss of its entire investment;
	 
	 	(s)	 	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;
	 
	 	(t)	 	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
Shares;
	 
	 	(u)	 	this subscription is not enforceable by the Subscriber unless it has been
accepted by Apollo and the Subscriber waives any requirement on Apollo’s behalf to
immediately communicate its acceptance of this subscription to the Subscriber;
	 
	 	(v)	 	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




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	 	 	 	able, without impairing its financial condition, to hold the Shares 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;
	 
	 	(w)	 	it has relied solely upon publicly available information relating to Apollo and
not upon any verbal or written representation as to fact or otherwise made by or on
behalf of Apollo;
	 
	 	(x)	 	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 Shares shall be borne by the Subscriber;
	 
	 	(y)	 	none of the funds the Subscriber is using to purchase the Shares is, to the
knowledge of the Subscriber, proceeds obtained or derived, directly or indirectly, as a
result of illegal activities;
	 
	 	(z)	 	it is aware that the Shares have not been and may not be registered under the
U.S. Securities Act and that the 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;
	 
	 	(aa)	 	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 company
organized or incorporated under the laws of the United States) and is not acquiring the
Shares for the account or benefit of a U.S. Person or a person in the United States;
	 
	 	(bb)	 	the Shares have not been offered to the Subscriber in the United States, and
the individuals making the order to purchase the Shares 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;
	 
	 	(cc)	 	it undertakes and agrees that it will not offer or sell the 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 except in accordance with the provisions of applicable securities legislation,
regulations, rules, policies and orders and stock exchange rules;
	 
	 	(dd)	 	it will not engage in hedging transactions with regard to the Shares unless
conducted in compliance with the U.S. Securities Act;
	 
	 	(ee)	 	it acknowledges that the Corporation will refuse to register any transfer of
any of the 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;
	 
	 	(ff)	 	it acknowledges that there are hold periods and resale restrictions on the
Shares 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 Shares 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 Shares. The Subscriber further agrees that by
accepting the Shares, the Subscriber shall be representing and warranting that




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	 	 	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 Shares. 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 is irrevocable.
	 
	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	 	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, the Subscriber shall
deliver to Apollo the completed Agreement and payment of the Subscription Price for all of the
Shares subscribed for pursuant to the this Agreement against delivery by Apollo of a
certificate representing the Shares and such other documentation as may be required pursuant
to this Agreement. If, prior to the Closing, the terms and conditions contained in this
Agreement (other than delivery by Apollo to the Subscriber of a certificate representing the
Shares) have not been complied with to the satisfaction of the parties, or waived by them,
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 Shares 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 Shares, 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.






	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 by certified cheque or bank
draft (in accordance with the instructions set forth on the first page hereto) payable
to Apollo as per Apollo’s direction;
	 
	 	(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 the “Selling
Securityholder Notice and Questionnaire” attached as Annex A to the Registration Rights
Agreement attached hereto as Schedule “C”; and




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	 	(e)	 	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)	 	an original copy of the certificate representing the Shares
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 issuable pursuant to the Private Placement 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 issuable pursuant to the Private Placement
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 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;
	 
	 	(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




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	 	 	 	Statement is not declared effective by the SEC, the 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 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 Shares;
	 
	 	(c)	 	for the period under the U.S. Securities Act when the 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 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) the Shares 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
	 
	 	(e)	 	In addition to the foregoing legends, the certificates representing the 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.”




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	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 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 Shares 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 Shares 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.
	 
	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 Shares 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 Shares 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.




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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 Shares 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, 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 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 Toronto this 1st day of June, 2005.



	 	 	 	 	 
	 	JIPANGU INC.

 	 
	 	By:  	/s/ Tamisuke Matsufuji
 	 
	 	 	Signature 	 
	 
	 	 	President
and CEO 	 
	 	 	Title 	 



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