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EXHIBIT 4.2




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
June 1, 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 June 1,
2005 (the “Subscription Agreement”) for 10,000,000 common shares of the Company (the
“Shares”). 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, 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 two
(2) years from the Issue Date or such date that all Registrable Securities have ceased to be
Registrable Securities.



     “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 June 3, 2005.



     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 Common Shares 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 sale pursuant to Rule 144 under the Securities Act or a shelf
registration statement of all the Registrable Securities or (ii) the expiration of the holding
period applicable thereto under Rule 144(k) for all Registrable Securities were such securities not
held by an Affiliate of the Company.



     “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.



     “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.



     “Subscriber” means the Subscriber to the Subscription Agreement.



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



     SECTION 2. Resale Registration.



     (a) The Company shall prepare and file or cause to be prepared and filed with the SEC no later
than a date which is forty-five (45) days after the Issue Date (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.



     (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).



     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.



     (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.



     (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.



     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.



     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.



     (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.



     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.



     (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.



     (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.




 









 













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. D. Russell          

Name: R. David Russell

Office: President and CEO