EXHIBIT
10.13


    
      
        
          
            	
                    

                  	
                     

                    

                     

                  
	
                    DATED:   
       20 FEBRUARY 2009

                  
	 
      
	
                    NOVATION AGREEMENT

                  
	 
	
                    MACQUARIE
      BANK LIMITED

                  
	
                    (THE
      “RETIRING
      PARTY”)

                  
	 
      
	
                    APOLLO
      GOLD CORPORATION

                  
	
                    (THE
      “CONTINUING
      PARTY”)

                  
	 
      
	
                    RMB
      AUSTRALIA HOLDINGS LIMITED

                  
	
                    (THE
      “SUBSTITUTE
      PARTY”)

                  
	 
      
	
                    MACQUARIE
      BANK LIMITED

                  
	
                    No.1
      Martin Place

                  
	
                    Sydney
      NSW 2008

                  
	
                    Australia

                  
	
                    Telephone:
      (02) 8232 3333

                    
                      ©
      Macquarie Bank Limited
2001

                    

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

    

    
      TABLE
OF CONTENTS

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	 	 
	
                                                    1.

                                                  	
                                                    DEFINITIONS

                                                  	
                                                    3

                                                  
	 
      	 
      	 
      
	
                                                    2.

                                                  	
                                                    NOVATION

                                                  	
                                                    4

                                                  
	 
      	 
      	 
      
	
                                                    3.

                                                  	
                                                    REPRESENTATIONS
      AND WARRANTIES

                                                  	
                                                    5

                                                  
	 
      	 
      	 
      
	
                                                    4.

                                                  	
                                                    LIABILITY
      FOR COSTS AND STAMP DUTY

                                                  	
                                                    6

                                                  
	 
      	 
      	 
      
	 
      	
                                                    4.1   Liability for
      costs

                                                  	
                                                    6

                                                  
	 
      	
                                                    4.2   Further
    documents

                                                  	
                                                    6

                                                  
	
                                                    5.

                                                  	
                                                    GOVERNING
      LAW, JURY WAIVER, AND SUBMISSION TO JURISDICTION

                                                  	
                                                    6

                                                  
	 
      	 
      	 
      
	
                                                    6.

                                                  	
                                                    COUNTERPARTS

                                                  	
                                                    6

                                                  
	 
      	 
      	 
      
	
                                                    SCHEDULE
      A – ORIGINAL TRANSACTION

                                                  	
                                                    7

                                                  
	 
      	 
      	 
      
	
                                                    SCHEDULE
      B – NOVATED TRANSACTION

                                                  	
                                                    8

                                                  
	 
      	 
      	 
      
	
                                                    SCHEDULE
      C – REMAINING TRANSACTION

                                                  	
                                                    9

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          

        

         

      

    

    
      
        
          
            	
                    Date:

                  	 
      
	 
      	 
      	 
      
	
                    Between:

                  	
                    1.

                  	
                    MACQUARIE BANK LIMITED (ABN 46
      008 583 542) of No.1 Martin Place, Sydney, NSW, 2000, Australia
      (the “Retiring
      Party” or “MBL”);

                  
	 	 	 
	 
      	
                    2.

                  	
                    RMB AUSTRALIA HOLDINGS
      LIMITED (ABN 13
      003 201 214) of Level 13, 60 Castlereagh Street, Sydney, NSW, 2000
      Australia (the "Substitute Party");
      and

                  
	 	 	 
	 
      	
                    3.

                  	
                    APOLLO GOLD CORPORATION
      incorporated in the Yukon Territory, Canada, of 5655 South Yosemite
      Street, Suite 200 Greenwood Village, Colorado 80111-3220, United States
      (the "Continuing
      Party").

                  


          

        

      

    

    


    
      
        
          
            
              
                	
                        Background:

                      	
                        1.

                      	
                        The
      Retiring Party and the Continuing Party are parties to the transaction
      specified in Schedule A (each an “Original
      Transaction”).

                      
	 	 	 
	 
      	
                        2.

                      	
                        The
      Original Transaction is governed by a long form confirmation incorporating
      the terms of the ISDA 2002 Master Agreement (without the Schedule) between
      the Retiring Party and the Continuing Party, with an effective date of 4
      February 2009 (the “Original Master
      Agreement”).

                      
	 	 	 
	 
      	
                        3.

                      	
                        The
      parties to this Agreement have agreed to a novation of a portion of the
      Original Transaction specified in Schedule B, on the terms set out in this
      Agreement, under which the Retiring Party is to surrender its rights and
      be released and discharged from its obligations under that portion and the
      Substitute Party is to become entitled to equivalent rights and assume
      equivalent obligations for that portion of the Original Transaction (the
      “Novated
      Transaction”).

                      
	 	 	 
	 
      	
                        4.

                      	
                        The
      Retiring Party and Continuing Party will remain as parties to the
      remaining portion of the Original Transaction specified in Schedule C and
      that portion of the Original Transaction will continue to be governed by
      the Original Master Agreement (the “Remaining
      Transaction”).

                      
	 	 	 


              

            

          

        

      

    

    THE
PARTIES AGREE:


    
       

      
        
          	
                  1.

                	
                  DEFINITIONS

                


        

      

       

    

    In this
Agreement:

     

    ‘Conditions Precedent’ means
each of the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        

      

       

    

    
      	
               
      

            	
              (a)

            	
              Effective
      Date has occurred;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Second Supplemental Agreement has been signed by all parties to
      it;

            


    

     

    
      	
               
      

            	
              (c)

            	
              FirstRand
      Bank Limited has confirmed to the Retiring Party (in form and substance
      satisfactory to the Retiring Party)
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              it
      has given notice in writing to the Trust Company Fiduciary Services
      Limited (previously Permanent Trustee Company Limited) under clause 1.2.11
      of the Deed of Guarantee that this Novation Agreement, and all liabilities
      of the Substitute Party to the Retiring Party in respect of or arising out
      of this Novation Agreement, is a contract and arrangement entered into by
      the Substitute Party which is included in the Deed of Guarantee;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Deed of Guarantee is in full force and
effect.

            


    

     

    ‘Additional Termination
Event’, ‘Confirmation’, ‘Event of Default’ and ‘Potential Event of Default’
have the same meaning as in the Original Master Agreement.

     

    ‘Deed of Guarantee’ means the
Deed of Guarantee dated 30 December 1999 between FirstRand Bank Limited, Trust
Company Fiduciary Services Limited (previously Permanent Trustee Company
Limited), RMB Australia Limited and RMB Australia Holdings Limited.

    


    ‘Effective Date’ means the
earlier of:

    
      	
               
      

            	
              (a)

            	
              the
      date of this Agreement; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date of the Project Facility
Agreement.

            


    

     

    ‘Project Facility Agreement’
means the agreement titled Project Facility Agreement between the Retiring
Party, Substitute Party, Continuing Party and RMB Resources Inc. dated on or
about the date of this Agreement.

     

    ‘New Master Agreement’ means an
ISDA 2002 Master Agreement dated on or around the date of this agreement,
entered into between the Substitute Party and the Continuing Party.

     

    ‘Novation Date’ means the date
of this Agreement.

     

    ‘Second Supplemental Agreement’
means the agreement titled Second Supplemental Agreement to the Security Agent
Agreement between the Retiring Party, Substitute Party, Continuing Party and RMB
Resources Inc. dated on or about the date of this Agreement.

     

    
      
        
          	
                  2.

                	
                  NOVATION

                


        

      

       

    

    Provided
the Conditions Precedent have been satisfied, with effect from and including the
Novation Date:

     

    
      
        
        

      

      
        Page
4

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      Retiring Party and the Continuing Party have no further rights against
      each other or obligations to each other in connection with the Novated
      Transaction;

            


    

     

    
      	
               
      

            	
              (b)

            	
              subject
      to clause 2(c):

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Substitute Party has the same rights against, and owes the same
      obligations to, the Continuing Party in connection with the Novated
      Transaction; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Continuing Party has the same rights against, and owes the same
      obligations to, the Substitute Party in connection with the Novated
      Transaction,

            


    

     

    as if the
Substitute Party had been named as a party to that Novated Transaction instead
of the Retiring Party.

     

    In this
clause 2(b) a reference to the “same” rights or obligations
is a reference to rights or obligations which are the same in nature and
character as those rights or obligations rather than the same as to the person
entitled to them or obliged to perform them;

     

    
      	
               
      

            	
              (c)

            	
              the
      Novated Transaction ceases to be governed by the Original Master Agreement
      and instead is deemed to have been and is governed at all times by the New
      Master Agreement (and in this respect each reference to the Original
      Master Agreement in a Confirmation for a Novated Transaction is deemed to
      be a reference to the New Master Agreement);
and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      rights and obligations of the Retiring Party and the Continuing Party with
      respect to the Remaining Transaction will remain for all purposes the same
      as those rights and obligations under the Original
      Transaction.

            


    

     

    
      
        
          	
                  3.

                	
                  REPRESENTATIONS
      AND WARRANTIES

                


        

      

       

    

    Each of
the Retiring Party and the Continuing Party represents and warrants to the other
parties to this Agreement that:

     

    
      	
               
      

            	
              (a)

            	
              no
      event has occurred which constitutes an Event of Default or Potential
      Event of Default with respect to itself and no other circumstance exists
      which would entitle the other party to terminate any of the Novated
      Transactions (other than the Additional Termination Event titled Right to
      Break);

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      terms of each Novated Transaction is accurately recorded in its relevant
      Confirmation and there is no dispute or grounds for future dispute between
      the Retiring Party and the Continuing Party as to the terms of or
      performance of obligations under any of the Novated Transactions;
      and

            


    

     

    
      
        
        

      

      
        Page
5

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              it
      has no right of cross-claim or counter-claim against the other party in
      connection with any of the Novated
Transactions.

            


    

     

    
      
        
          	
                  4.

                	
                  LIABILITY
      FOR COSTS AND STAMP DUTY

                


        

      

       

    

    
      	
               
      

            	
              4.1

            	
              Liability
      for costs

            


    

     

    The
Continuing Party will pay all costs, charges and expenses (including, without
limitation, legal expenses and taxes) for each party in entering into this
Agreement.

     

    
      	
               
      

            	
              4.2

            	
              Further
      documents

            


    

     

    Each
party to this Agreement must, at the reasonable request of any other party to
this Agreement, execute and cause its successors to execute documents and do
everything else necessary or appropriate to bind the Substitute Party and the
Continuing Party and their successors under the Transactions in accordance with
the intention expressed in clause 2(b).

     

    
      
        
          	
                  5.

                	
                  GOVERNING
      LAW, JURY WAIVER, AND SUBMISSION TO
JURISDICTION

                


        

      

       

    

    This
Novation Agreement will be governed by the laws of the Province of Ontario,
Canada and the laws of Canada which are applicable in the Province of Ontario,
other than any laws which would result in the imposition of the laws of another
jurisdiction.

    


    Each
party hereby irrevocably waives, to the fullest extent permitted by applicable
law, any right it may have to a trial by jury in respect of any suit, action or
proceeding relating to this Agreement.

    


    Each
party acknowledges that this is a Financier Hedging Agreement (as defined in the
Project Facility Agreement).

     

    
      
        
          	
                  6.

                	
                  COUNTERPARTS

                


        

      

       

    

    This
Agreement may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original.  The
counterparts taken together constitute one and the same instrument.

     

    
      
        
        

      

      
        Page
6

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    SCHEDULE
A – ORIGINAL TRANSACTION

     

    
      Particulars
of each Transaction:

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    MBL
      Reference No:

                                                  	 
      	
                                                    BU_1716685

                                                  
	 	 	 
	
                                                    Trade
      Date:

                                                  	 
      	
                                                    02
      FEB 2009

                                                  
	 	 	 
	
                                                    Purchaser
      of Bullion:

                                                  	 
      	
                                                    MBL

                                                  
	 	 	 
	
                                                    Seller
      of Bullion:

                                                  	 
      	
                                                    Counterparty

                                                  
	 	 	 
	
                                                    Bullion:

                                                  	 
      	
                                                    Gold

                                                  
	 	 	 
	
                                                    Number
      of Ounces:

                                                  	 
      	
                                                    240,
      000 Ounces

                                                  
	 	 	 
	
                                                    Contract
      Price:

                                                  	 
      	
                                                    An
      amount determined in accordance with the Additional Terms set out
      below

                                                  
	 	 	 
	
                                                    Starting
      Contract Price:

                                                  	 
      	
                                                    908.00
      USD per Ounce, as adjusted in accordance with the Additional Terms set out
      below

                                                  
	 	 	 
	
                                                    Effective
      Date:

                                                  	 
      	
                                                    04
      FEB  2009, as adjusted in accordance with the Additional Terms
      set out below

                                                  
	 	 	 
	
                                                    Forward
      Rate:

                                                  	 
      	
                                                    -1.00
      %

                                                  
	 	 	 
	
                                                    Next
      Reset Date:

                                                  	 
      	
                                                    02
      MAR 2009

                                                  
	 	 	 
	
                                                    Calculation
      Basis:

                                                  	 
      	
                                                    360

                                                  
	 	 	 
	
                                                    Bullion
      Transaction Settlement Date:

                                                  	 
      	
                                                    02
      MAR 2009

                                                  
	 	 	 
	
                                                    Settlement:

                                                  	 
      	
                                                    Settlement
      by Delivery

                                                  
	 	 	 
	
                                                    Delivery
      location:

                                                  	 
      	
                                                    London

                                                  
	 	 	 
	
                                                    Business
      Day Convention:

                                                  	 
      	
                                                    Modified
      Following

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Additional
Terms:

    The
Contract Price will accrue on a daily basis, and will be determined in
accordance with the following formula (where “X” is the day of such
determination):

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Contract
      Price

                              (accrued
      to X)

                            	
                              =

                            	
                              Starting

                              Contract

                              Price

                            	
                              +

                            	
                              (
      Starting

                              (
      Contract

                              (
      Price

                            	
                              x

                            	
                              Forward
      Rate

                              (%)

                            	
                              x

                            	
                              Days from Effective
      Date to X     )

                                          
      Calculation
      Basis             )

                                                                                      
      )

                            


                    

                  

                

              

            

          

        

      

    

     

    On the
Next Reset Date, the Starting Contract Price will be adjusted to be an amount
equal to that day’s Contract Price and the Effective Date will be adjusted to be
the Next Reset Date.

    


    Notwithstanding
the terms of the Transaction, the Seller of Bullion may elect to deliver a
quantity of the Bullion to the Purchaser of Bullion at any time prior to the
Bullion Transaction Settlement Date at the prevailing Contract
Price.

    


    You
acknowledge and agree that MBL may vary any of the Forward Rate, the Next Reset
Date and the Bullion Transaction Settlement Date at any time during the
compounding period (from the Effective Date to and including the Bullion
Transaction Settlement Date).

     

    
      
        
        

      

      
        Page
7

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    SCHEDULE
B – NOVATED TRANSACTION

     

    
      Particulars
of each Transaction:

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  MBL
      Reference No:

                                                	 	
                                                  BU_1716685

                                                
	 	 	 
	
                                                  Trade
      Date:

                                                	 	
                                                  02
      FEB 2009

                                                
	 	 	 
	
                                                  Purchaser
      of Bullion:

                                                	 	
                                                  MBL

                                                
	 	 	 
	
                                                  Seller
      of Bullion:

                                                	 	
                                                  Counterparty

                                                
	 	 	 
	
                                                  Bullion:

                                                	 	
                                                  Gold

                                                
	 	 	 
	
                                                  Number
      of Ounces:

                                                	 	
                                                  80,177.317
      Ounces

                                                
	 	 	 
	
                                                  Contract
      Price:

                                                	 	
                                                  An
      amount determined in accordance with the Additional Terms set out
      below

                                                
	 	 	 
	
                                                  Starting
      Contract Price:

                                                	 	
                                                  908.00
      USD per Ounce, as adjusted in accordance with the Additional Terms set out
      below

                                                
	 	 	 
	
                                                  Effective
      Date:

                                                	 	
                                                  04
      FEB 2009, as adjusted in accordance with the Additional Terms set out
      below

                                                
	 	 	 
	
                                                  Forward
      Rate:

                                                	 	
                                                  -1.00
      %

                                                
	 	 	 
	
                                                  Next
      Reset Date:

                                                	 	
                                                  02
      MAR 2009

                                                
	 	 	 
	
                                                  Calculation
      Basis:

                                                	 	
                                                  360

                                                
	 	 	 
	
                                                  Bullion
      Transaction Settlement Date:

                                                	 	
                                                  02
      MAR 2009

                                                
	 	 	 
	
                                                  Settlement:

                                                	 	
                                                  Settlement
      by Delivery

                                                
	 	 	 
	
                                                  Delivery
      location:

                                                	 	
                                                  London

                                                
	 	 	 
	
                                                  Business
      Day Convention:

                                                	 	
                                                  Modified
      Following

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Additional
Terms:

    The
Contract Price will accrue on a daily basis, and will be determined in
accordance with the following formula (where “X” is the day of such
determination):

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Contract
      Price

                              (accrued
      to X)

                            	
                              =

                            	
                              Starting

                              Contract

                              Price

                            	
                              +

                            	
                              (
      Starting

                              (
      Contract

                              (
      Price

                            	
                              x

                            	
                              Forward
      Rate

                              (%)

                            	
                              x

                            	
                              Days from Effective
      Date to X     )

                                           
      Calculation
      Basis           
      )

                                                                                       
      )

                            


                    

                  

                

              

            

          

        

      

    

     

    On the
Next Reset Date, the Starting Contract Price will be adjusted to be an amount
equal to that day’s Contract Price and the Effective Date will be adjusted to be
the Next Reset Date.

    


    Notwithstanding
the terms of the Transaction, the Seller of Bullion may elect to deliver a
quantity of the Bullion to the Purchaser of Bullion at any time prior to the
Bullion Transaction Settlement Date at the prevailing Contract
Price.

    


    You
acknowledge and agree that MBL may vary any of the Forward Rate, the Next Reset
Date and the Bullion Transaction Settlement Date at any time during the
compounding period (from the Effective Date to and including the Bullion
Transaction Settlement Date).

     

    
      
        
        

      

      
        Page
8

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    SCHEDULE
C – REMAINING TRANSACTION

     

    
      Particulars
of each Transaction:

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  MBL
      Reference No:

                                                	 	
                                                  to
      be advised

                                                
	 	 	 
	
                                                  Trade
      Date:

                                                	 	
                                                  the
      Novation Date

                                                
	 	 	 
	
                                                  Purchaser
      of Bullion:

                                                	 	
                                                  MBL

                                                
	 	 	 
	
                                                  Seller
      of Bullion:

                                                	 	
                                                  Counterparty

                                                
	 	 	 
	
                                                  Bullion:

                                                	 	
                                                  Gold

                                                
	 	 	 
	
                                                  Number
      of Ounces:

                                                	 	
                                                  159,822.683
      Ounces

                                                
	 	 	 
	
                                                  Contract
      Price:

                                                	 	
                                                  An
      amount determined in accordance with the Additional Terms set out
      below

                                                
	 	 	 
	
                                                  Starting
      Contract Price:

                                                	 	
                                                  908.00
      USD per Ounce, as adjusted in accordance with the Additional Terms set out
      below

                                                
	 	 	 
	
                                                  Effective
      Date:

                                                	 	
                                                  04
      FEB  2009, as adjusted in accordance with the Additional Terms
      set out below

                                                
	 	 	 
	
                                                  Forward
      Rate:

                                                	 	
                                                  -1.00
      %

                                                
	 	 	 
	
                                                  Next
      Reset Date:

                                                	 	
                                                  02
      MAR 2009

                                                
	 	 	 
	
                                                  Calculation
      Basis:

                                                	 	
                                                  360

                                                
	 	 	 
	
                                                  Bullion
      Transaction Settlement Date:

                                                	 	
                                                  02
      MAR 2009

                                                
	 	 	 
	
                                                  Settlement:

                                                	 	
                                                  Settlement
      by Delivery

                                                
	 	 	 
	
                                                  Delivery
      location:

                                                	 	
                                                  London

                                                
	 	 	 
	
                                                  Business
      Day Convention:

                                                	 	
                                                  Modified
      Following

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Additional
Terms:

    The
Contract Price will accrue on a daily basis, and will be determined in
accordance with the following formula (where “X” is the day of such
determination):

     

    
      
        
          
            
              
                
                  
                    	
                            Contract
      Price

                            (accrued
      to X)

                          	
                            =

                          	
                            Starting

                            Contract

                            Price

                          	
                            +

                          	
                            (
      Starting

                            (
      Contract

                            (
      Price

                          	
                            x

                          	
                            Forward
      Rate

                            (%)

                          	
                            x

                          	
                            Days from Effective
      Date to X     )

                                         
      Calculation
      Basis           
      )

                                                                                     
      )

                          


                  

                

              

            

          

        

      

    

     

    On the
Next Reset Date, the Starting Contract Price will be adjusted to be an amount
equal to that day’s Contract Price and the Effective Date will be adjusted to be
the Next Reset Date.

    


    Notwithstanding
the terms of the Transaction, the Seller of Bullion may elect to deliver a
quantity of the Bullion to the Purchaser of Bullion at any time prior to the
Bullion Transaction Settlement Date at the prevailing Contract
Price.

    


    You
acknowledge and agree that MBL may vary any of the Forward Rate, the Next Reset
Date and the Bullion Transaction Settlement Date at any time during the
compounding period (from the Effective Date to and including the Bullion
Transaction Settlement Date).

     

    
      
        
        

      

      
        Page
9

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    Executed
as an agreement

     

    Retiring Party: MACQUARIE BANK
LIMITED

     

    
      
        
          	
                  By:

                	
                  /s/ Gavin Bradley

                	 
      	
                  By:

                	
                  /s/ Margot Branson

                
	 
      	 
      	 
      
	
                  Gavin Bradley

                	 
      	
                  Margot Branson

                
	
                  Name
      of Signatory

                	 
      	
                  Name
      of Signatory

                
	 	 	 
	
                  Executive Director

                	 
      	
                  Assistant Director, Legal Risk
      Management

                
	
                  Title

                	 
      	
                  Title

                


        

      

    

     

    
      
        
        

      

      
        Page
10

        
          

        

      

      
        
        

      

    

    
      
        

      

    

     

    Continuing
Party:  APOLLO
GOLD CORPORATION

     

    
      
        
          
            
              
                
                  
                    	
                            By:

                          	
                            /s/ Melvyn Williams

                          	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      
	
                            Chief Financial Officer

                          	 
      	 
      
	
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      of Signatory

                          	 
      	
                            Name
      of Signatory

                          
	 	 	 
	 
      	 
      	 
      
	
                            Title

                          	 
      	
                            Title

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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    Substitute Party: RMB AUSTRALIA HOLDINGS
LIMITED

     

    
      
        
          
            
              
                
                  	
                          By:

                        	
                          /s/ Michael P.C. Brogan

                        	 
      	
                          By:

                        	
                          /s/ Gregory Gay

                        
	 
      	 
      	 
      
	
                          Michael P.C. Brogan

                        	 
      	
                          Gregory Gay

                        
	
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      of Signatory

                        	 
      	
                          Name
      of Signatory

                        
	 	 	 
	
                          Director

                        	 
      	
                          Director

                        
	
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                          Title

                        
	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    
      
        
        

      

      
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