Unassociated Document


    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE MARCH 1, 2007.

     

    COMPENSATION
      WARRANTS TO PURCHASE UNITS OF

     

    APOLLO
      GOLD CORPORATION

     

    
      	
              Compensation
                Warrant Certificate No.: CO-2006/01

            	
              No.
                of Compensation Warrants:
●

            


    

    


     

    For
      value
      received, Apollo Gold Corporation (the "Corporation")
      hereby
      grants to [Insert
      name and address]
      (the
      "Holder"),
●
      compensation warrants (the "Compensation
      Warrants"),
      which
      gives the Holder the right and option, subject to the terms and conditions
      set
      forth in this compensation warrant certificate (the "Compensation
      Warrant Certificate"),
      to
      purchase from the Corporation, up to ● units of the Corporation (the
      "Units")
      at an
      exercise price of $0.45 per Unit (the "Exercise
      Price")
      at any
      time and from time to time up to 4:00 p.m. (Toronto time) on October 30,
      2008 (the
      "Expiry
      Time"),
      with
      each Unit comprised of one fully-paid and non-assessable common share in the
      capital of the Corporation (a "Common Share")
      and
      one-half (1/2) of one common share purchase warrant (a "Warrant"),
      with
      each whole Warrant entitling the holder thereof to purchase one additional
      Common Share (a "Warrant
      Share")
      for
      each Warrant represented hereby until the Expiry Time at a price of Cdn$1.00
      per
      Common Share for the first 12 months, and at a price of Cdn$1.15 per Common
      Share for the last 12 months (collectively, the "Exercise
      Price"),
      upon
      and subject to the terms and conditions set forth herein.

     

    The
      Warrants issuable upon exercise of the Compensation Warrants shall be issued
      pursuant to and governed by a warrant certificate, the form of which is attached
      hereto as Schedule "B". The number of Common Shares comprising part of each
      Unit
      (but not the number of Warrants) which the Holder is entitled to purchase upon
      exercise of the Compensation Warrants and the Exercise Price shall be subject
      to
      adjustment as hereinafter provided.

     

    1.    Definitions

     

    In
      this Compensation Warrant Certificate, unless there is something in the subject
      matter or context inconsistent therewith, the following terms shall have the
      following meanings respectively:

     

    
      	 	
              (a)

            	
              "Business
                Day"
                means any day other than a Saturday, Sunday, statutory or civic holiday
                or
                a day on which the principal banking institutions are closed in the
                City
                of Toronto, Ontario or the State of
                Colorado;

            


    

     

    
      	 	
              (b)

            	
              "Current
                Market Price"
                of the Common Shares at any date means the price per share equal
                to the
                weighted average price at which the Common Shares have traded on
                the TSX
                or, if the Common Shares are not then listed on the TSX, on such
                other
                Canadian stock exchange on which the shares trade as may be selected
                by
                the directors of the Corporation for such purpose or, if the Common
                Shares
                are not then listed on any Canadian stock exchange, in the
                over-the-counter market, during the period of any twenty consecutive
                trading days ending not more than five (5) business days before such
                date;
                provided that the weighted average price shall be determined by dividing
                the aggregate sale price of all Common Shares sold on the said exchange
                or
                market, as the case may be, during the said twenty consecutive trading
                days by the total number of Common Shares so sold; and provided further
                that if the Common Shares are not then listed on any Canadian stock
                exchange or traded in the over-the counter market, then the Current
                Market
                Price shall be determined by such firm of independent chartered
                accountants as may be selected by the directors of the
                Corporation;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              "Equity
                Shares"
                means the Common Shares and any shares of any other class or series
                of the
                Corporation which may from time to time be authorized for issue if
                by
                their terms such shares confer on the holders thereof the right to
                participate in the distribution of assets upon the voluntary or
                involuntary liquidation, dissolution or winding up of the Corporation
                beyond a fixed sum or a fixed sum plus accrued
                dividends;

            


    

     

    
      	 	
              (d)

            	
              "Holder"
                means the registered holder of this Compensation Warrant Certificate
                or
                any additional Compensation Warrant Certificates issued by the Corporation
                pursuant to the terms hereof;

            


    

     

    
      	 	
              (e)

            	
              "person"
                means an individual, corporation, partnership, unincorporated syndicate,
                unincorporated organization, trust, trustee, executor, administrator
                or
                other legal representative or any group or combination
                thereof;

            


    

     

    
      	 	
              (f)

            	
              "Subscription
                Form"
                means the form of subscription annexed hereto as Schedule "A";
                

            


    

     

    
      	 	
              (g)

            	
              "Trading
                Day"
                means any day on which the Common Shares are listed and posted for
                trading
                on the TSX and such exchange is open for business or, if not listed
                and
                posted for trading on such exchange, on such stock exchange or quotation
                system on which the Common Shares are then listed and posted (or
                quoted)
                for trading and which is open for business, and, in each case, no
                cease
                trading or similar order is in effect with respect to the Common
                Shares;
                and

            


    

     

    
      	 	
              (h)

            	
              "TSX"
                means the Toronto Stock Exchange.

            


    

     

    2.    Expiry
      Time

     

    After
      the Expiry Time, all rights under this Compensation Warrant Certificate and
      any
      outstanding Compensation Warrants evidenced hereby, in respect of which the
      right of subscription and purchase herein provided for shall not have been
      exercised, shall wholly cease and terminate and this Compensation Warrant
      Certificate and the Compensation Warrant Certificates evidenced hereby shall
      be
      void and of no value or effect.

     

    3.    Exercise
      Procedure

     

    
      	 	
              (a)

            	
              The
                Holder may exercise its right of purchase hereunder in whole or in
                part at
                any time at or prior to the Expiry Time by surrendering or delivering
                to
                the Corporation prior to the Expiry Time at its principal office
                in
                Colorado: (i) this Compensation Warrant Certificate together with
                the
                Subscription Form duly completed and executed by the Holder or its
                legal
                representative or attorney, duly appointed by an instrument in writing
                in
                form and manner satisfactory to the Corporation; and (ii) cash or
                a
                certified cheque, money order or bank draft payable to or to the
                order of
                the Corporation in an amount equal to the Exercise Price multiplied
                by the
                number of Units for which subscription is being
                made.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Any
                Compensation Warrant Certificate, Subscription Form and cash, certified
                cheque, money order or bank draft referred to in the foregoing subsection
                3(a) shall be deemed to be surrendered only upon delivery thereof
                to the
                Corporation at its principal office in the manner provided in Section
                26
                hereof.

            


    

     

    4.    Entitlement
      to Certificates

     

    Upon
      delivery and payment as provided for in Section 3 above, the Corporation shall
      cause to be issued to the Holder the Common Shares and Warrants subscribed
      for
      and the Holder shall become a shareholder of the Corporation in respect of
      such
      Common Shares purchased with effect from the date of such delivery and payment
      and shall be entitled to delivery of a certificate or certificates evidencing
      such Common Shares and Warrants. The Corporation shall cause such certificate
      or
      certificates to be issued and delivered to the Holder at the address or
      addresses specified in the Subscription Form as soon as practicable, but in
      any
      event, not later than seven (7) Business Days following such delivery and
      payment.

     

    5.    Assignment
      or Transfer of Compensation Warrants

     

    The
      Compensation Warrants evidenced hereby may not be assigned or transferred by
      the
      Holder or exercised by or for the benefit of any person other than the Holder.
      The Compensation Warrants evidenced hereby may not be exercised in the United
      States or by or on behalf of a U.S. Person or person in the United States.
      "United States" and "U.S. Person" are as defined in Regulation S under the
      United States Securities Act of 1933, as amended.

     

    6.    Partial
      Exercise and Exchanges

     

    The
      Holder may subscribe for and purchase a number of Units which is less than
      the
      number it is entitled to purchase pursuant to this Compensation Warrant
      Certificate. In the event of any such subscription and purchase prior to the
      Expiry Time, the Holder shall also be entitled to receive, without charge,
      a new
      Compensation Warrant Certificate in respect of the balance of the Units which
      it
      continues to be entitled to purchase pursuant to this Compensation Warrant
      Certificate.

     

    This
      Compensation Warrant Certificate is also exchangeable, without charge, from
      time
      to time, upon surrender hereof by the Holder to the Corporation, for a new
      Compensation Warrant certificate or certificates of like tenor representing
      in
      the aggregate the same number of Compensation Warrants under the Compensation
      Warrant Certificate so surrendered.

     

    7.    No
      Fractional Common Shares or Warrants

     

    Notwithstanding
      any adjustment provided for in Section 11 hereof, the Corporation shall not
      be
      required upon the exercise of any Compensation Warrants to issue fractional
      Common Shares or Warrants in satisfaction of its obligations hereunder and
      the
      Holder understands and agrees that it will not be entitled to any cash payment
      or other form of compensation in respect of a fractional Common Share or Warrant
      that might otherwise have been issued.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    8.    Not
      a Shareholder

     

    Nothing
      in this Compensation Warrant Certificate or in the holding of the Compensation
      Warrants evidenced hereby shall be construed as conferring upon the Holder
      any
      right or interest whatsoever as a shareholder of the Corporation.

     

    9.    No
      Obligation to Purchase

     

    Nothing
      herein contained or done pursuant hereto shall obligate the Holder to purchase
      or pay for or the Corporation to issue any Common Shares or Warrants except
      those Common Shares and Warrants in respect of which the Holder shall have
      exercised its right to purchase in the manner provided hereunder.

     

    10.    Covenants

     

    
      	 	
              (a)

            	
              The
                Corporation covenants that: (i) so long as any Compensation Warrants
                evidenced hereby remain outstanding, it shall reserve and there shall
                remain unissued out of its authorized capital a sufficient number
                of
                Common Shares and Warrants to satisfy the right of purchase provided
                for
                herein; and (ii) all Common Shares which shall be issued upon the
                exercise
                of the right to purchase provided for herein, upon payment of the
                Exercise
                Price therefor, shall be issued as fully paid and non-assessable
                and free
                from all taxes, liens and charges with respect to the issue thereof,
                other
                than which may arise by virtue of the Holder's personal
                circumstances.

            


    

     

    
      	 	
              (b)

            	
              While
                any Compensation Warrants evidenced hereby remain outstanding, the
                Corporation shall comply with the securities legislation applicable
                to it
                in order that the Corporation continue as a reporting issuer, or
                analogous
                entity, not in default of any requirements of such
                legislation.

            


    

     

    
      	 	
              (c)

            	
              The
                Corporation shall at its expense expeditiously use its commercially
                reasonable best efforts to obtain the listing on the TSX of the Common
                Shares issuable upon the exercise of the right to purchase provided
                for
                herein, and the Common Shares issuable upon exercise of the
                Warrants.

            


    

     

    
      	 	
              (d)

            	
              The
                Corporation shall use its commercially reasonable best efforts to
                do or
                cause to be done all things necessary to preserve and maintain its
                corporate existence.

            


    

     

    11.    Adjustment
      to Exercise Price

     

    The
      rights of the holder of this Compensation Warrant Certificate, including the
      number of Common Shares comprising part of each Unit issuable upon the exercise
      of each Compensation Warrant represented hereby, will be adjusted from time
      to
      time upon the occurrence of the events and in the manner provided in, and in
      accordance with the provisions of, this Section. For greater certainty, the
      number of Warrants comprising part of each Unit issuable upon the exercise
      of
      each Compensation Warrant will not be adjusted pursuant to the provisions of
      this Section.

     

    The
      Exercise Price in effect at any time is subject to adjustment from time to
      time
      in the events and in the manner provided as follows:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (1)

            	
              If
                and whenever at any time after the date hereof the
                Corporation:

            


    

     

    
      	 	
              (a)

            	
              issues
                Common Shares or securities exchangeable for or convertible into
                Common
                Shares to all or substantially all the holders of the Common Shares
                as a
                stock dividend; 

            


    

     

    
      	 	
              (b)

            	
              makes
                a distribution on its outstanding Common Shares payable in Common
                Shares
                or securities exchangeable for or convertible into Common Shares;
                

            


    

     

    
      	 	
              (c)

            	
              subdivides
                its outstanding Common Shares into a greater number of shares;
                or

            


    

     

    
      	 	
              (d)

            	
              consolidates
                its outstanding Common Shares into a small number of
                shares;

            


    

     

    
      	 	
               

            	
              
                (any
                  of such events being called a "Common
                  Share Reorganization"),
                  then the Exercise Price will be adjusted effective immediately
                  after the
                  effective date or record date for the happening of a Common Share
                  Reorganization, as the case may be, at which the holders of Common
                  Shares
                  are determined for the purpose of the Common Share Reorganization
                  by
                  multiplying the Exercise Price in effect immediately prior to such
                  effective date or record date by a fraction, the numerator of which
                  is the
                  number of Common Shares outstanding on such effective date or record
                  date
                  before giving effect to such Common Share Reorganization and the
                  denominator of which is the number of Common Shares outstanding
                  immediately after giving effect to such Common Share Reorganization
                  (including, in the case where securities exchangeable for or convertible
                  into Common Shares are distributed, the number of Common Shares
                  that would
                  have been outstanding had all such securities been exchanged for
                  or
                  converted into Common Shares on such effective date or record
                  date).

              

            


    

     

    
      	 	
              (2)

            	
              If
                and whenever, at any time after the date hereof, the Corporation
                fixes a
                record date for the issue of rights, options or warrants to the holders
                of
                all or substantially all of its outstanding Common Shares under which
                such
                holders are entitled to subscribe for or purchase Common Shares or
                securities exchangeable for or convertible into Common Shares,
                where:

            


    

     

    
      	 	
              (a)

            	
              the
                right to subscribe for or purchase Common Shares or the right to
                exchange
                securities for or convert securities into Common Shares, expires
                not more
                than 45 days after the date of such issue (the period from the record
                date
                to the date of expiry being herein in this Section 11(2) called the
                "Rights
                Period");
                and

            


    

     

    
      	 	
              (b)

            	
              the
                cost per Common Share during the Rights Period (inclusive of any
                cost of
                acquisition of securities exchangeable for or convertible into Common
                Shares in addition to any direct cost of Common Shares) (in this
                Section
                11(2) called the "Per
                Share Cost")
                is less than 95% of the Current Market Price of the Common Shares
                on the
                record date;

            


    

     

    
      	 	
               

            	
              
                (any
                  of such events being called a "Rights
                  Offering"),
                  then the Exercise Price will be adjusted effective immediately
                  after the
                  end of the Rights Period to a price determined by multiplying the
                  Exercise
                  Price in effect immediately prior to the end of the Rights Period
                  by a
                  fraction:

              

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (i)

            	
              the
                numerator of which is the aggregate
                of:

            


    

     

    
      	 	
              A.

            	
              the
                number of Common Shares outstanding as of the record date for the
                Rights
                Offering; and

            


    

     

    
      	 	
              B.

            	
              a
                number determined by dividing the product of the Per Share Cost
                and:

            


    

     

    
      	 	
              (I)

            	
              where
                the event giving rise to the application of this subsection 11(2)
                was the
                issue of rights, options or warrants to the holders of Common Shares
                under
                which such holders are entitled to subscribe for or purchase additional
                Common Shares, the number of Common Shares so subscribed for or purchased
                during the Rights Period; or

            


    

     

    
      	 	
              (II)

            	
              where
                the event giving rise to the application of this subsection 11(2)
                was the
                issue of rights, options or warrants to the holders of Common Shares
                under
                which such holders are entitled to subscribe for or purchase securities
                exchangeable for or convertible into Common Shares, the number of
                Common
                Shares for which those securities so subscribed for or purchased
                during
                the Rights Period could have been exchanged or into which they could
                have
                been converted during the Rights
                Period,

            


    

     

    
      	 	
               

            	
              by
                the Current Market Price of the Common Shares as of the record date
                for
                the Rights Offering; and

            


    

     

    
      	 	
              (ii)

            	
              the
                denominator of which is:

            


    

     

    
      	 	
              A.

            	
              in
                the case described in subparagraph 11(2)(i)(B)(I), the number of
                Common
                Shares outstanding; or

            


    

     

    
      	 	
              B.

            	
              in
                the case described in subparagraph 11(2)(i)(B)(II), the number of
                Common
                Shares that would be outstanding if all the Common Shares described
                in
                subparagraph 11(2)(i)(B)(II) had been
                issued,

            


    

     

    
      	 	
               

            	
              as
                at the end of the Rights Period.

            


    

     

    
      
        	 	 	
                Any Common Shares owned by
                  or held for the
                  account of the Corporation or any subsidiary or affiliate (as such
                  terms
                  are defined in the Securities
                  Act
                  (Ontario)) of the Corporation will be deemed not to be outstanding
                  for the
                  purpose of any such
                  computations

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	 	 	
                If
                  by the terms of the rights, options or warrants referred to in
                  this
                  Section 11(2), there is more than one purchase, conversion or exchange
                  price per Common Share, the aggregate price of the total number
                  of
                  additional Common Shares offered for subscription or purchase,
                  or the
                  aggregate conversion or exchange price of the convertible securities
                  so
                  offered, will be calculated for purposes of the adjustment on the
                  basis
                  of:

              


      

    

     

    
      	 	
              (i)

            	
              the
                lowest purchase, conversion or exchange price per Common Share, as
                the
                case may be, if such price is applicable to all Common Shares which
                are
                subject to the rights, options or warrants;
                and

            


    

     

    
      	 	
              (ii)

            	
              the
                average purchase, conversion or exchange price per Common Share,
                as the
                case may be, if the applicable price is determined by reference to
                that
                number of Common Shares acquired.

            


    

     

    
      	 	 	
              To
                the extent that any adjustment in the Exercise Price occurs pursuant
                to
                this Section 11(2) as a result of the fixing by the Corporation of
                a
                record date for the distribution of rights, options or warrants referred
                to in this Section 11(2), the Exercise Price will be readjusted
                immediately after the expiration of any relevant exchange, conversion
                or
                exercise right to the Exercise Price which would then be in effect
                based
                upon the number of Common Shares actually issued and remaining issuable
                after such expiration and will be further readjusted in such manner
                upon
                expiration of any further such right.

            


      	 	 	 


      	 	 	
              If
                the Holder has exercised this Compensation Warrant Certificate in
                accordance herewith during the period beginning after the record
                date for
                a Rights Offering and ending on the last day of the Rights Period
                thereunder, the Holder will, in addition to the Common Shares to
                which it is otherwise entitled upon such exercise, be entitled to
                that
                number of additional Common Shares equal
                to the difference, if any, between (x) the result obtained when the
                Exercise Price in effect immediately prior to the end of such Rights
                Offering pursuant to this subsection is multiplied by the number
                of Common
                Shares received
                upon the exercise of this Compensation Warrant Certificate during
                such
                period, and the resulting product is divided by the Exercise Price
                as
                adjusted for such Rights Offering pursuant to this subsection provided
                that the provisions of Section 7 will be applicable to any fractional
                interest in a Common Share to
                which such Holder might otherwise be entitled and (y) the number
                of Common
                Shares received upon the exercise of this Compensation Warrant Certificate
                during such period. Such additional Common Shares will
                be deemed to have been issued to the Holder immediately following
                the end
                of the Rights Period and
                a certificate for such additional Common Shares will
                be delivered to such Holder within ten (10) Business Days following
                the
                end of the Rights Period.

            


      	 	 	 


      	 	
              (3)

            	
              If
                and whenever at any time after the date hereof, the Corporation fixes
                a
                record date for the issue or the distribution to the holders of all
                or
                substantially all its Common Shares
                of:

            


    

     

    
      	 	
              (i)

            	
              shares
                of the Corporation of any class other than Common
                Shares;

            


    

     

    
      	 	
              (ii)

            	
              rights,
                options or warrants to acquire shares or securities exchangeable
                for or
                convertible into shares or property or other assets of
                the

            


       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      
      

      	 	 	
              Corporation
                (other than a right to subscribe for or purchase Common Shares or
                a right
                to exchange securities for or convert securities into Common Shares
                which
                expires not more than 45 days after the date of such issue and the
                cost
                per Common Share during such period (inclusive of any cost of acquisition
                of securities exchangeable for or convertible into Common Shares
                in
                addition to any direct cost of Common Shares) is at least 95% of
                the
                Current Market Price of the Common Shares on the record
                date);

            


    

     

    
      	 	
              (iii)

            	
              evidence
                of indebtedness; or

            


    

     

    
      	 	
              (iv)

            	
              any
                property or other assets,

            


    

     

    
      	 	
               

            	
              and
                if such issuance or distribution does not constitute a Common Share
                Reorganization or a Rights Offering (any of such non-excluded events
                being
                called a "Special
                Distribution"),
                the Exercise Price will be adjusted effective immediately after such
                record date to a price determined by multiplying the Exercise Price
                in
                effect on such record date by a
                fraction:

            


    

     

    
      	 	(i)	the numerator of which
              is:


    

     

    
      	 	
              A.

            	
              the
                product of the number of Common Shares outstanding on such record
                date and
                the Current Market Price of the Common Shares on such record date;
                less

            


    

     

    
      	 	
              B.

            	
              the
                aggregate fair market value (as determined by action by the auditors
                of
                the Corporation) to the holders of the Common Shares of such securities
                or
                property or other assets so issued or distributed in the Special
                Distribution; and

            


    

     

    
      	 	
              (ii)

            	
              the
                denominator of which is the number of Common Shares outstanding on
                such
                record date multiplied by the Current Market Price of the Common
                Shares on
                such record date.

            


    

     

    
      	 	
               

            	
              Any
                Common Shares owned by or held for the account of the Corporation
                or any
                subsidiary or affiliate (as such terms are defined in the Securities
                Act
                (Ontario)) of the Corporation will be deemed not to be outstanding
                for the
                purpose of any such computation.

            


    

     

    
      	 	
              (4)

            	
              If
                and whenever at any time after the date hereof there is a Common
                Share
                Reorganization, a Rights Offering, a Special Distribution, a
                reclassification of the Common Shares outstanding at any time or
                change of
                the Common Shares into other shares or into other securities (other
                than a
                Common Share Reorganization), or a consolidation, amalgamation or
                merger
                of the Corporation with or into any other corporation or other entity
                (other than a consolidation, amalgamation or merger which does not
                result
                in any reclassification of the outstanding Common Shares or a change
                of
                the Common Shares into other shares), or a transfer of the undertaking
                or
                assets of the Corporation as an entirety or substantially as an entirety
                to another corporation or other entity
                (any of such events being called a "Capital
                Reorganization"),
                the Holder, upon exercising this Compensation Warrant Certificate
                after
                the effective date of such Capital Reorganization, will be entitled
                to
                receive in lieu of the number of Common Shares to
                which such Holder was theretofore entitled upon such exercise, the
                aggregate number of Common Shares, other securities or other property
                which such Holder would have been entitled to receive as a result
                of such
                Capital Reorganization if, on the effective date thereof, the Holder
                had
                been the registered holder of the number of Common Shares to which
                such
                Holder was therefore entitled upon exercise of this Compensation
                Warrant
                Certificate. If determined appropriate by action of the directors
                of the
                Corporation, appropriate adjustments will be made as a result of
                any such
                Capital Reorganization in the application of the provisions set forth
                in
                this Section 11(4) with respect to the rights and interests thereafter
                of
                the Holder to the end that the provisions set forth in this Section
                11(4)
                will thereafter correspondingly be made applicable as nearly as may
                reasonably be in relation to any shares, other securities or other
                property thereafter deliverable upon the exercise hereof. Any such
                adjustment must be made by and set forth in an amendment to this
                Compensation Warrant Certificate approved by action by the directors
                of
                the Corporation and will for all purposes be conclusively deemed
                to be an
                appropriate adjustment.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (5)

            	
              If
                at any time after the date hereof and prior to the Expiry Time any
                adjustment in the Exercise Price shall occur as a result
                of:

            


    

     

    
      	 	
              (a)

            	
              an
                event referred to in subsection
                11(1);

            


    

     

    
      	 	
              (b)

            	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 11(2); or

            


    

     

    
      	 	
              (c)

            	
              the
                fixing by the Corporation of a record date for an event referred
                to in
                subsection 11(3) if such event constitutes the issue or distribution
                to
                the holders of all or substantially all of its outstanding Common
                Shares
                of: (A) Equity Shares, or (B) securities exchangeable for or convertible
                into Equity Shares at an exchange or conversion price per Equity
                Share
                less than 95% of the Current Market Price on such record date, or
                (C)
                rights, options or warrants to acquire Equity Shares at an exercise,
                exchange or conversion price per Equity Share less than 95% of the
                Current
                Market Price on such record date,

            


    

     

    
      	 	
               

            	
              then
                the number of Common
                Shares
                purchasable upon the subsequent exercise of this Compensation Warrant
                Certificate shall be simultaneously adjusted by multiplying the number
                of
                Common
                Shares
                purchasable upon the exercise of this Compensation Warrant Certificate
                immediately prior to such adjustment by a fraction which shall be
                the
                reciprocal of the fraction employed in the adjustment of the Exercise
                Price. To the extent any adjustment in subscription rights occurs
                pursuant
                to this subsection 11(5) as a result of a distribution of exchangeable
                or
                convertible securities other than Equity Shares referred to in subsection
                11(1) or as a result of the fixing by the Corporation of a record
                date for
                the distribution of rights, options or warrants referred to in
                subsection 11(2), the number of Common
                Shares purchasable
                upon exercise of this Compensation Warrant Certificate shall be readjusted
                immediately after the expiration of any relevant exchange, conversion
                or
                exercise right to the number of Common Shares actually issued and
remaining
                issuable immediately after such expiration and shall be further readjusted
                in such manner upon expiration of any further such right. To the
                extent
                that any adjustment in subscription rights occurs pursuant to this
                subsection 11(5) as a result of the fixing by the Corporation of
                a record
                date for the distribution of exchangeable or convertible securities
                other
                than Equity Shares or rights, options or warrants referred to in
                subsection 11(3), the number of Common
                Shares purchasable
                upon exercise of this Compensation Warrant Certificate shall be readjusted
                immediately after the expiration of any relevant exchange, conversion
                or
                exercise right to the number which would be purchasable pursuant
                to this
                subsection 11(5) if the fair market value of such securities or such
                rights, options or warrants had been determined for purposes of the
                adjustment pursuant to this subsection 11(5) on the basis of the
                number of
                Equity Shares issued and remaining issuable immediately after such
                expiration and shall be further readjusted in such manner upon expiration
                of any further such right.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (6)

            	
              If
                at any time any adjustment or readjustment in the Exercise Price
                shall
                occur pursuant to the provisions of this Section 11, then the number
                of
                Common Shares purchasable upon the subsequent exercise of the Compensation
                Warrants shall be simultaneously adjusted or readjusted, as the case
                may
                be, by multiplying the number of Common Shares purchasable upon the
                exercise of the Compensation Warrants immediately prior to such adjustment
                or readjustment by a fraction which shall be the reciprocal of the
                fraction used in the adjustment or readjustment of the Exercise
                Price.

            


    

     

    12.    Rules
      Regarding Calculation of Adjustments

     

    The
      following rules and procedures shall be applicable to adjustments made pursuant
      to Section 11 herein:

     

    
      	 	
              (1)

            	
              The
                adjustments provided for in Section 11 are cumulative and will, in
                the
                case of adjustments to the Exercise Price, be computed to the nearest
                one-tenth of one cent and will be made successively whenever an event
                referred to therein occurs, subject to the following subsections
                of this
                Section 12.

            


    

     

    
      	 	
              (2)

            	
              No
                adjustment in the Exercise Price is required to be made unless such
                adjustment would result in a change of at least 1% in the prevailing
                Exercise Price, provided however, that any adjustment which, except
                for
                the provisions of this subsection, would otherwise have been required
                to
                be made, will be carried forward and taken into account in any subsequent
                adjustments.

            


    

     

    
      	 	
              (3)

            	
              No
                adjustment in the Exercise Price will be made in respect of any event
                described in Section 11, other than the events referred to in clauses
                11(1)(c) and (d), if the Holder is entitled to participate in such
                event
                on the same terms, mutatis
                mutandis,
                as if the Holder had exercised the Compensation Warrants evidenced
                hereby
                prior to or on the effective date or record date of such event. Any
                participation by a Holder pursuant to this Section 12(3) is subject
                to the
                prior approval of the TSX (or such other stock exchange or quotation
                system on which the Common Shares are then listed and posted (or
                quoted)
                for trading, as applicable.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (4)

            	
              No
                adjustment in the Exercise Price will be made under Section 11 in
                respect
                of the issue from time to time of Common Shares issuable from time
                to time
                as dividends paid in the ordinary course to holders of Common Shares
                who
                exercise an option or election to receive substantially equivalent
                dividends in Common Shares in lieu of receiving a cash dividend and
                any
                such issue will be deemed not to be a Common Share
                Reorganization.

            


    

     

    
      	 	
              (5)

            	
              If
                at any time a dispute arises with respect to adjustments provided
                for in
                Section 11, such dispute will be conclusively determined by the auditors
                of the Corporation or if they are unable or unwilling to act, by
                such
                other firm of independent chartered accountants as may be selected
                by the
                directors of the Corporation and approved by the Holder, acting
                reasonably, and any such determination, absent manifest error, will
                be
                binding upon the Corporation, the Holder and shareholders of the
                Corporation. The Corporation will provide such auditors or accountants
                with access to all necessary records of the
                Corporation.

            


    

     

    
      	 	
              (6)

            	
              In
                case the Corporation, after the date of issue of this Compensation
                Warrant
                Certificate, takes any action affecting the Common Shares, other
                than an
                action described in Section 11, which in the opinion of the directors
                of
                the Corporation would materially affect the rights of the Holder,
                the
                Exercise Price will be adjusted in such manner, if any, and at such
                time,
                by action by the directors of the Corporation but subject in all
                cases to
                any necessary regulatory approval, including approval of the TSX.
                Failure
                of the taking of action by the directors of the Corporation so as
                to
                provide for an adjustment on or prior to the effective date of any
                action
                by the Corporation affecting the Common Shares will be conclusive
                evidence
                that the board of directors of the Corporation has determined that
                it is
                equitable to make no adjustment in the
                circumstances.

            


    

     

    
      	 	
              (7)

            	
              If
                the Corporation sets a record date to determine the holders of the
                Common
                Shares for the purpose of entitling them to receive any dividend
                or
                distribution or sets a record date to take any other action and,
                thereafter and before the distribution to such shareholders of any
                such
                dividend or distribution or the taking of any other action, decides
                not to
                implement its plan or pay or deliver such dividend or distribution
                or take
                such other action, then no adjustment in the Exercise Price will
                be
                required by reason of the setting of such record
                date.

            


    

     

    
      	 	
              (8)

            	
              In
                the absence of a resolution of the directors of the Corporation fixing
                a
                record date for a Special Distribution or Rights Offering, the Corporation
                will be deemed to have fixed as the record date therefor the date
                on which
                the Special Distribution or Rights Offering is
                effected.

            


    

     

    
      	 	
              (9)

            	
              As
                a condition precedent to the taking of any action which would require
                any
                adjustment to the Compensation Warrants evidenced hereby, including
                the
                Exercise Price, the Corporation must take any corporate action which
                may
                be necessary in order that the Corporation shall have unissued and
                reserved in its authorized capital and may validly and legally issue
                as
                fully paid and non-assessable all of the shares or other securities
                which
                the Holder is entitled to receive on the full exercise thereof in
                accordance with the provisions
                hereof.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (10)

            	
              The
                Corporation will from time to time, within 10 Business Days after
                the
                occurrence of any event which requires an adjustment or readjustment
                as
                provided in Section 11, give notice to the Holder specifying the
                event
                requiring such adjustment or readjustment and the results thereof,
                including the resulting Exercise
                Price.

            


    

     

    
      	 	
              (11)

            	
              Any
                adjustment to the Exercise Price under the terms of this Compensation
                Warrant Certificate shall be subject to the prior approval of the
                TSX and
                such other stock exchange or quotation system on which the Common
                Shares
                are then listed and posted (or quoted) for trading, as
                applicable.

            


    

     

    13.    Consolidation
      and Amalgamation

     

    
      	 	
              (1)

            	
              The
                Corporation shall not enter into any transaction whereby all or
                substantially all of its undertaking, property and assets would become
                the
                property of any other corporation or entity (herein called a "successor
                corporation")
                whether by way of reorganization, reconstruction, consolidation,
                amalgamation, merger, transfer, sale, disposition or otherwise, unless
                prior to or contemporaneously with the consummation of such transaction
                the Corporation and the successor corporation shall have executed
                such
                instruments and done such things as, in the opinion of counsel to
                the
                Corporation, are necessary or advisable to establish that upon the
                consummation of such transaction:

            


    

     

    
      	 	
              (i)

            	
              the
                successor corporation will have assumed all the covenants and obligations
                of the Corporation under this Compensation Warrant Certificate;
                and

            


    

     

    
      	 	
              (ii)

            	
              this
                Compensation Warrant Certificate will be a valid and binding obligation
                of
                the successor corporation entitling the Holder, as against the successor
                corporation, to all the rights of the Holder under this Compensation
                Warrant Certificate.

            


    

     

    
      	 	
              (2)

            	
              Whenever
                the conditions of subsection 13(1) shall have been duly observed
                and
                performed, the successor corporation shall possess and from time
                to time
                may exercise each and every right and power of the Corporation under
                this
                Compensation Warrant Certificate in the name of the Corporation or
                otherwise and any act or proceeding by any provision hereof required
                to be
                done or performed by any director or officer of the Corporation may
                be
                done and performed with like force and effect by the like directors
                or
                officers of the successor
                corporation.

            


    

     

    14.    Representations
      and Warranties

     

    The
      Corporation hereby represents and warrants with and to the Holder that the
      Corporation is duly authorized and has the corporate and lawful power and
      authority to create and issue the Compensation Warrants evidenced hereby, the
      Common Shares and Warrants issuable upon the exercise hereof and the Common
      Shares issuable upon the exercise of the Warrants, and to perform its
      obligations hereunder and that this Compensation Warrant Certificate represents
      a valid, legal and binding obligation of the Corporation enforceable in
      accordance with its terms subject to bankruptcy, insolvency and other laws
      of
      general application affecting the rights of creditors and equitable remedies
      being in the discretion of the court.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    15.    If
      Share Transfer Books Closed

     

    The
      Corporation shall not be required to deliver certificates for Common Shares
      or
      Warrants while the share transfer books of the Corporation are properly closed
      prior to any meeting of shareholders, for the payment of dividends or for any
      other purpose and in the event of the surrender of any Compensation Warrant
      Certificate in accordance with the provisions hereof and the making of any
      subscription and payment for Units called for thereby during any such period,
      delivery of certificates for Units may be postponed for not more than five
      (5)
      Business Days after the date of the re-opening of said share transfer books.
      Any
      such postponement of delivery of certificates shall be without prejudice to
      the
      right of the Holder, if the Holder has surrendered the same and made payment
      during such period, to receive certificates for the Common Shares and Warrants
      comprising such Units called for after the share transfer books have been
      re-opened.

     

    16.    Stolen,
      Lost, Mutilated or Destroyed Certificate

     

    If
      this Compensation Warrant Certificate is stolen, lost, mutilated or destroyed,
      the Corporation shall, on such terms as it shall in its discretion impose,
      issue
      and countersign a new Compensation Warrant Certificate of like denomination,
      tenor and date as the certificate so stolen, lost, mutilated or
      destroyed.

     

    17.    Governing
      Law

     

    This
      Compensation Warrant Certificate shall be governed by and construed in
      accordance with the laws of the Province of Ontario and the federal laws of
      Canada applicable therein, regardless of the laws that might otherwise govern
      under applicable principles of conflicts of laws thereof, except to the extent
      mandatorily governed by the law of another jurisdiction. Each of the Holder
      and
      the Corporation: (i) irrevocably consents to the exclusive jurisdiction and
      venue of the Courts of Ontario in connection with any matter or dispute based
      upon or arising out of this Compensation Warrant Certificate or the matters
      contemplated herein; (ii) agrees that process may be served upon them in any
      manner authorized by the laws of the Province of Ontario for such persons;
      and
      (iii) waives and covenants not to assert or plead any objection which they
      might
      otherwise have to such jurisdiction, venue and such process.

     

    18.    Severability

     

    If
      any one or more of the provisions or parts thereof contained in this
      Compensation Warrant Certificate should be or become invalid, illegal or
      unenforceable in any respect in any jurisdiction, the remaining provisions
      or
      parts thereof contained herein shall be and shall be conclusively deemed to
      be,
      as to such jurisdiction, severable therefrom and:

     

    
      	 	
              (a)

            	
              the
                validity, legality or enforceability of such remaining provisions
                or parts
                thereof shall not in any way be affected or impaired by the severance
                of
                the provisions or parts thereof severed;
                and

            


    

     

    
      	 	
              (b)

            	
              the
                invalidity, illegality or unenforceability of any provision or part
                thereof contained in this Compensation Warrant Certificate in any
                jurisdiction shall not affect or impair such provision or part thereof
                or
                any other provisions of this Compensation Warrant Certificate in
                any other
                jurisdiction.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      
        19.    Headings

         

      

    

    The
      headings of the sections, subsections, clauses and subclauses of this
      Compensation Warrant Certificate have been inserted for convenience and
      reference only and do not define, limit, alter or enlarge the meaning of any
      provision of this Compensation Warrant Certificate.

     

    20.    Compensation
      Warrants Rank Pari Passu

     

    All
      Compensation Warrants shall rank pari
      passu,
      whatever may be the actual date of issue of the same.

     

    21.    Numbering
      of Articles, etc.

     

    Unless
      otherwise stated, a reference herein to a numbered or lettered section,
      subsection, clause, subclause or schedule refers to the section, subsection,
      clause, subclause or schedule bearing that number or letter in this Compensation
      Warrant Certificate.

     

    22.    Number
      and Gender

     

    Whenever
      used in this Compensation Warrant Certificate, words importing the singular
      number only shall include the plural and vice
      versa
      and words importing gender shall include all genders.

     

    23.    Day
      Not a Business Day

     

    In
      the event that any day on or before which any action is required to be taken
      hereunder is not a Business Day then such action shall be required to be taken
      on or before the requisite time on the next day that is a Business
      Day.

     

    24.    TSX
      Approval

     

    Notwithstanding
      anything to the contrary in this Compensation Warrant Certificate, no supplement
      or amendment to the terms of this Compensation Warrant Certificate may be made
      without the prior written approval of the TSX and such other stock exchange
      or
      quotation system on which the Common Shares are then listed and posted (or
      quoted) for trading, as applicable.

     

    25.    Binding
      Effect

     

    This
      Compensation Warrant Certificate and all of its provisions shall enure to the
      benefit of the Holder and its successors and shall be binding upon the
      Corporation and its successors.

     

    26.    Legends

     

    
      	
              (a)

            	
              The
                Holder acknowledges that any certificate representing Common Shares
                and/or
                Warrants issued upon the exercise of this Compensation Warrant Certificate
                prior to the date which is four months and one day after the date
                hereof
                will bear the following legend:

            


      	 	 


      	 	"UNLESS
              PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
              MUST
              NOT TRADE THE SECURITY BEFORE MARCH 1, 2007."


      
      

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      	 	
              provided
                that at any time subsequent to the date which is four months and
                one day
                after the date hereof any certificate representing such Common Shares
                and/or Warrants may be exchanged for a certificate bearing no such
                legends. The Corporation hereby covenants and agrees that it will
                use the
                best efforts thereof to deliver or to cause to be delivered a certificate
                or certificates representing such Common Shares and/or Warrants bearing
                no
                such legends within three Business Days after receipt of the legended
                certificate.

            


    

     

    
      	
              (b)

            	
              The
                Holder acknowledges that the certificates representing the Common
                Shares
                and all certificates issued in exchange or substitution thereof,
                will bear
                a legend in substantially the following form as long as the legend
                referred to in subsection 26(a) remains on such
                certificate:

            


    

     

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

            


    

     

    27.    Currency

     

    All
      references herein to monetary amounts are references to lawful money of Canada,
      unless otherwise specified herein.

     

    28.    Notice

     

    Any
      notice, document or other communication required or permitted by this
      Compensation Warrant Certificate to be given by the Holder or the Corporation
      shall be in writing and is sufficiently given if delivered personally, or if
      delivered or if transmitted by any form of recorded telecommunication tested
      prior to transmission, to such person addressed as follows:

     

    
      	 	
              (a)

            	
              if
                to the Holder:

            


      	 	 	 


      	 	 	to the address on the face page
              hereof


    

     

    
      	 	
              (b)

            	
              if
                to the Corporation:

            


      	 	 	 


      	 	 	
              Apollo Gold Corporation

              5655
                S. Yosemite Street, Suite 200

              Greenwood
                Village, Colorado,
                80111-3220

            


      	 	 	 


      	 	 	Attention: Chief
              Financial Officer


      	 	 	 


      	 	 	Telephone
              No.: (720)
              886-9656


      	 	 	 


      	 	 	Facsimile
              No.: (720)
              482-0957


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Notice
      so delivered shall be deemed to have been given on the Business Day that it
      is
      received. Notices transmitted by a form of recorded telecommunication shall
      be
      deemed given on the day of transmission. The Holder or the Corporation may
      from
      time to time notify the other in the manner provided herein of any change of
      address or facsimile number which thereafter, until changed by like notice,
      shall be the address or facsimile number of such person for all purposes
      hereof.

     

    29.    Time
      of Essence

     

    Time
      shall be of the essence hereof.

     

     

    IN
      WITNESS WHEREOF, the
      Corporation has caused this Compensation Warrant Certificate to be signed by
      its
      duly authorized officer this 30th day of October, 2006.

     

    
      	 	 	 
	 	APOLLO
              GOLD CORPORATION
	 
 	 
 	 
 
	 	Per: 	 
	 	
              
Authorized
              Signatory
	 	 


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "A"

     

    SUBSCRIPTION
      FORM

     

     

    
      	TO:	 	APOLLO GOLD
              CORPORATION
              5655
                S. Yosemite Street, Suite 200

              Greenwood
                Village, Colorado, 80111-3220

            
	 	 	 


    

     

    The
      undersigned holder of the within Compensation Warrant Certificate hereby
      irrevocably subscribes for ___________________________ Units of APOLLO GOLD
      CORPORATION (the "Corporation")
      pursuant to the within Compensation Warrant Certificate at the Exercise Price
      per Unit specified in the said Compensation Warrant Certificate and encloses
      herewith cash or a certified cheque, money order or bank draft payable to or
      to
      the order of the Corporation in the aggregate amount of $_____________ in
      payment of the subscription price therefor. As used herein, the terms
      "Unit"
      and "Units"
      shall have the meanings ascribed thereto in the Compensation Warrant Certificate
      to which this subscription form is attached.

     

    The
      undersigned hereby represents, warrants and certifies to the Corporation that
      the undersigned holder: (i) at the time of exercise of this Compensation Warrant
      Certificate is not in the United States; (ii) is not a U.S. Person and is not
      exercising this Compensation Warrant Certificate for the account or benefit
      of a
      U.S. Person; (iii) did not execute or deliver this subscription form while
      within the United States; (iv) has in all other respects complied with the
      terms
      of Regulation S of the United States Securities Act of 1933, as amended (the
      "U.S.
      Securities Act")
      or any successor rule or regulation of the United States Securities and Exchange
      Commission as presently in effect.

     

    DATED
      this __________ day of _____________________, ___________.

     

    The
      undersigned hereby directs that the said Units be issued and registered as
      follows:

     

    
      	Name:	 	
            
	 	 	
              

            
	Address:	 	 
	 	 	
              
                

              

               

               

            
	 	 	
              

            
	 	 	
            
	Signature:	 	 
	 	 	
              

            


    

     

    
      	o	Please
              check box if the certificates evidencing the securities comprising
              the
              Units are to be delivered at the office where this Compensation Warrant
              Certificate is surrendered, failing which the certificate(s) evidencing
              such securities will be mailed to the subscriber at the address set
              out
               above.
              


    

    
       

    

    If
      any Compensation Warrants represented by this certificate are not being
      exercised, a new Compensation Warrant Certificate will be issued and delivered
      to the holder with the certificates evidencing the securities comprising the
      Units.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      "B"

     

    FORM
      OF WARRANT

     

    UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE MARCH 1, 2007.

     

    Void
      after 5:00 p.m. (Toronto time) on the 30th day of October, 2008.

     

    
      	
              Number
                of Warrants: l

            	
              Warrant
                Certificate No. 2006-01-l

            


    

    


     

    APOLLO
      GOLD CORPORATION

     

    (A
      corporation existing under the laws of the Yukon Territory)

     

    This
      is
      to certify that, for value received, l
(the
      "Holder"),
      shall
      have the right to purchase from APOLLO GOLD CORPORATION (the "Corporation"),
      at
      any time and from time to time up to 4:00 p.m. (Toronto time) on October 30,
      2008 (the
      "Expiry
      Time"),
      one
      fully paid and non-assessable common share in the capital of the Corporation
      (a
      "Common
      Share")
      for
      each Warrant (individually, a "Warrant")
      represented hereby at a price of Cdn$1.00 per Common Share for the first 12
      months, and at a price of Cdn$1.15 per Common Share for the last 12 months
      (collectively, the "Exercise
      Price"),
      upon
      and subject to the terms and conditions set forth herein.

     

    1. For
      the
      purposes of this Warrant Certificate, the term "Common
      Shares"
      means
      common shares without par value in the capital of the Corporation as constituted
      as of the date hereof, provided that in the event of a subdivision, redivision,
      reduction, combination or consolidation thereof or any other adjustment under
      section 8 herein, or successive such subdivisions, redivisions, reductions,
      combinations, consolidations or other adjustments, then subject to the
      adjustments, if any, having been made in accordance with the provisions of
      this
      Warrant Certificate, "Common
      Shares"
      shall
      thereafter mean the shares, other securities or other property resulting from
      such subdivision, redivision, reduction, combination or consolidation or other
      adjustment.

     

    2. All
      Warrant Certificates shall be signed by an officer of the Corporation holding
      office at the time of signing, or any successor or replacement of such person
      and notwithstanding any change in any of the persons holding said offices
      between the time of actual signing and the delivery of the Warrant Certificate,
      the Warrant Certificate so signed shall be valid and binding upon the
      Corporation.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. The
      right
      to purchase Common Shares of the Corporation pursuant to the Warrants may only
      be exercised by the Holder at or before the Expiry Time by:

     

    
      	 	
              (a)

            	
              duly
                completing and executing a subscription substantially in the form
                attached
                as Schedule "A" (the "Subscription
                Form"),
                in the manner therein indicated;
                and

            


    

     

    
      	 	
              (b)

            	
              surrendering
                this Warrant Certificate and the duly completed and executed Subscription
                Form to the Corporation prior to the Expiry Time at its
                principal office, 5655 S. Yosemite Street, Suite 200, Greenwood Village,
                Colorado, 80111-3220,
                together with payment of the purchase price for the Common Shares
                subscribed for in the form of certified cheque or bank draft payable
                to
                the Corporation in an amount equal to the then applicable Exercise
                Price
                multiplied by the number of Common Shares subscribed
                for.

            


    

     

    5. Upon
      delivery and payment as set forth in section 4 herein, the Corporation shall
      cause to be issued to the Holder the number of Common Shares subscribed for
      by
      the Holder and the Holder shall become a shareholder of the Corporation in
      respect of such Common Shares with effect from the date of such delivery and
      payment and shall be entitled to delivery of a certificate or certificates
      evidencing such shares. The Corporation shall cause such certificate or
      certificates to be mailed to the Holder at the address or addresses specified
      in
      the Subscription Form within five (5) business days of such delivery and payment
      as set forth in section 4 herein or, if so instructed by the Holder, held for
      pick-up by the Holder at the principal office of the Corporation.
      Notwithstanding any adjustment provided for in section 8 herein, the Corporation
      shall not be required upon the exercise of any Warrants to issue fractional
      Common Shares in satisfaction of its obligations hereunder and the Holder
      understands and agrees that it will not be entitled to any cash payment or
      other
      form of compensation in respect of a fractional Common Share that might
      otherwise have been issued.

     

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

     

    7. The
      Corporation covenants and agrees that until the Expiry Time, while any of the
      Warrants shall be outstanding, it shall reserve and there shall remain unissued
      out of its authorized capital a sufficient number of Common Shares to satisfy
      the right of purchase herein provided, as such right of purchase may be adjusted
      pursuant to sections 8 and 9 herein. The Corporation further covenants and
      agrees that while any of the Warrants shall be outstanding, the Corporation
      shall (a) comply with the securities legislation applicable to it in
      order that the Corporation continue as a reporting issuer, or analogous
      entity,
      not in
      default of any requirements of such legislation; (b) use its commercially
      reasonable best efforts to do or cause to be done all things necessary to
      preserve and maintain its corporate existence; and (c) at its own expense
      expeditiously use its commercially reasonable best efforts to obtain the listing
      of such Common Shares (subject to issue or notice of issue) on each stock
      exchange or over-the-counter market on which the Corporation’s Common Shares may
      be listed from time to time. All Common Shares which shall be issued upon the
      exercise of the right to purchase herein provided for, upon payment therefor
      of
      the amount at which such Common Shares may at the time be purchased pursuant
      to the provisions hereof, shall be issued as fully paid and non-assessable
      shares and the holders thereof shall not be liable to the Corporation or its
      creditors in respect thereof.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    8.    (a) For
      the
      purpose of this section 8, unless there is something in the subject matter
      or
      context inconsistent therewith, the words and terms defined below shall have
      the
      respective meanings specified therefor:

     

    "Current
      Market Price"
      of the Common Shares at any date means the price per share equal to the weighted
      average price at which the Common Shares have traded on the Toronto Stock
      Exchange (the "TSX")
      or, if the Common Shares are not then listed on the TSX, on such other Canadian
      stock exchange on which the shares trade as may be selected by the directors
      of
      the Corporation for such purpose or, if the Common Shares are not then listed
      on
      any Canadian stock exchange, in the over-the-counter market, during the period
      of any twenty consecutive trading days ending not more than five (5) business
      days before such date; provided that the weighted average price shall be
      determined by dividing the aggregate sale price of all Common Shares sold on
      the
      said exchange or market, as the case may be, during the said twenty consecutive
      trading days by the total number of Common Shares so sold; and provided further
      that if the Common Shares are not then listed on any Canadian stock exchange
      or
      traded in the over-the counter market, then the Current Market Price shall
      be
      determined by such firm of independent chartered accountants as may be selected
      by the directors of the Corporation;

     

    "director"
      means a director of the Corporation for the time being and, unless otherwise
      specified herein, a reference to action "by the directors" means action by
      the
      directors of the Corporation as a board or, whenever empowered, action by the
      executive committee of such board; and

     

    "trading
      day"
      with respect to a stock exchange or over-the-counter market means a day on
      which
      such stock exchange or market is open for business.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (c) If
      at any
      time after the date hereof and prior to the Expiry Time the Corporation shall
      fix a record date for the issue or distribution to the holders of all or
      substantially all of the outstanding Common Shares, of rights, options or
      warrants pursuant to which such holders are entitled, during a period expiring
      not more than 45 days after the record date for such issue (such period being
      the "Rights
      Period"),
      to
      subscribe for or purchase Common Shares or securities exchangeable for or
      convertible into Common Shares at a price per share (or in the case of
      securities exchangeable for or convertible into Common Shares at an exchange
      or
      conversion price per share at the date of issue of such securities) of less
      than
      95% of the Current Market Price of the Common Shares on such record date (any
      of
      such events being herein called a "Rights
      Offering"),
      the
      Exercise Price shall be adjusted effective immediately after the record date
      for
      the Rights Offering to the amount determined by multiplying the Exercise Price
      in effect on such record date by a fraction:

     

    
      	 	
              (i)

            	
              the
                numerator of which shall be the aggregate
                of

            


    

     

    
      	 	
              (A)

            	
              the
                number of Common Shares outstanding on the record date for the Rights
                Offering; and

            


    

     

    
      	 	
              (B)

            	
              the
                quotient determined by dividing

            


    

     

    
      	 	
              (I)

            	
              either
                (a) the product of the number of Common Shares offered during the
                Rights
                Period pursuant to the Rights Offering and the price at which such
                Common
                Shares are offered, or, (b) the product of the exchange or conversion
                price of the securities so offered and the number of Common Shares
                for or
                into which the securities offered pursuant to the Rights Offering
                may be
                exchanged or converted, as the case may be,
                by

            


    

     

    
      	 	
              (II)

            	
              the
                Current Market Price of the Common Shares as of the record date for
                the
                Rights Offering; and

            


    

     

    
      	 	
              (ii)

            	
              the
                denominator of which shall be the aggregate of the number of Common
                Shares
                outstanding on such record date and the number of Common Shares offered
                pursuant to the Rights Offering (including in the case of the issue
                or
                distribution of securities exchangeable for or convertible into Common
                Shares the number of Common Shares for or into which such securities
                may
                be exchanged or converted).

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
               

            	
              If
                by the terms of the rights, options, or warrants referred to in this
                section 8(c), there is more than one purchase, conversion or exchange
                price per Common Share, the aggregate price of the total number of
                additional Common Shares offered for subscription or purchase, or
                the
                aggregate conversion or exchange price of the convertible or exchangeable
                securities so offered, shall be calculated for purposes of the adjustment
                on the basis of the lowest purchase, conversion or exchange price
                per
                Common Share, as the case may be. Any Common Shares owned by or held
                for
                the account of the Corporation shall be deemed not to be outstanding
                for
                the purpose of any such calculation. To the extent that any adjustment
                in
                the Exercise Price occurs pursuant to this section 8(c) as a result
                of the
                fixing by the Corporation of a record date for the issue or distribution
                of rights, options or warrants referred to in this section 8(c),
                the
                Exercise Price shall be readjusted immediately after the expiry of
                any
                relevant exchange, conversion or exercise right to the Exercise Price
                which would then be in effect based upon the number of Common Shares
                actually issued and remaining issuable after such expiry and shall
                be
                further readjusted in such manner upon the expiry of any further
                such
                right.

            


    

     

    
      	 	
               

            	
              If
                the Holder has exercised this Warrant Certificate in accordance herewith
                during the period beginning after the record date for a Rights Offering
                and ending on the last day of the Rights Period thereunder, the Holder
                will, in addition to the Common Shares to which it is otherwise entitled
                upon such exercise, be entitled to that number of additional Common
                Shares
                equal to the difference, if any, between (x) the result obtained
                when the
                Exercise Price in effect immediately prior to the end of such Rights
                Offering pursuant to this subsection is multiplied by the number
                of Common
                Shares received upon the exercise of this Warrant Certificate during
                such
                period, and the resulting product is divided by the Exercise Price
                as
                adjusted for such Rights Offering pursuant to this subsection provided
                that the provisions of section 9 herein will be applicable to any
                fractional interest in a Common Share to which such Holder might
                otherwise
                be entitled and (y) the number of Common Shares received upon the
                exercise
                of this Warrant Certificate during such period. Such additional Common
                Shares will be deemed to have been issued to the Holder immediately
                following the end of the Rights Period and a certificate for such
                additional Common Shares will be delivered to such Holder within
                ten (10)
                business days following the end of the Rights
                Period.

            


    

     

    
      	
            	
               

            	(d)           If
              at any time after the date hereof and prior to the Expiry Time, the
              Corporation shall fix a record date for the issue or distribution to
              the
              holders of all or substantially all of the Common Shares
              of:


    

        

    
      	 	(i)	shares of the Corporation of any class other than
              Common
              Shares;


      	 	 	 


      	 	
              (ii)

            	
              rights,
                options or warrants to acquire Common Shares or securities exchangeable
                for or convertible into Common Shares (other than rights, options
                or
                warrants pursuant to which holders of Common Shares are entitled,
                during a period expiring not more than 45 days after the record date
                for
                such issue, to subscribe for or purchase Common Shares at a price
                per
                share (or in the case of securities exchangeable for or convertible
                into
                Common Shares at an exchange or conversion price per share at the
                date of
                issue of such securities) of at least 95% of the Current Market Price
                of
                the Common Shares on such record
                date);

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

       

     

    
      	 	(iii) 	evidences of indebtedness of the
              Corporation; or


      	 	 	 


      	 	
              (iv)

            	
              any
                property or assets of the Corporation (for greater certainty, excluding
                a
                cash dividend);

            


    

     

    and
      if such issue or distribution does not constitute a Common Share Reorganization
      or a Rights Offering (any of such non-excluded events being herein called a
      "Special
      Distribution"),
      the Exercise Price shall be adjusted effective immediately after the record
      date
      for the Special Distribution to the amount determined by multiplying the
      Exercise Price in effect on the record date for the Special Distribution by
      a
      fraction:

     

    (A)    the
      numerator of which shall be the difference between

     

    
      	 	
              (I)

            	
              the
                product of the number of Common Shares outstanding on such record
                date and
                the Current Market Price of the Common Shares on such record date,
                and

            


    

     

    
      	 	
              (II)

            	
              the
                fair value, as determined by the directors of the Corporation, to
                the
                holders of the Common Shares of the shares, rights, options, warrants,
                evidences of indebtedness or property or assets to be issued or
                distributed in the Special Distribution,
                and

            


    

     

    
      	 	
              (B)

            	
              the
                denominator of which shall be the product obtained by multiplying
                the
                number of Common Shares outstanding on such record date by the Current
                Market Price of the Common Shares on such record
                date.

            


    

     

    Any
      Common Shares owned by or held for the account of the Corporation shall be
      deemed not to be outstanding for the purpose of such calculation. To the extent
      that any adjustment in the Exercise Price occurs pursuant to this section 8(d)
      as a result of the fixing by the Corporation of a record date for the issue
      or
      distribution of rights, options or warrants to acquire Common Shares or
      securities exchangeable for or convertible into Common Shares referred to in
      this section 8(d), the Exercise Price shall be readjusted immediately after
      the
      expiry of any relevant exercise, exchange or conversion right to the amount
      which would then be in effect if the fair market value had been determined
      on
      the basis of the number of Common Shares issued and remaining issuable
      immediately after such expiry,
      and shall be further readjusted in such manner upon the expiry of any further
      such right.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              If and whenever at any time after
                the date
                hereof and prior to the Expiry Time there is a capital reorganization
                of
                the Corporation or a reclassification or other change in the Common
                Shares
                (other than a Common Share Reorganization) or a consolidation or
                merger or
                amalgamation of the Corporation with or into any other corporation
                or
                other entity (other than a consolidation, merger or amalgamation
                which
                does not result in any reclassification of the outstanding Common
                Shares
                or a change of the Common Shares into other securities), or a transfer
                of
                all or substantially all of the Corporation's undertaking and assets
                to
                another corporation or other entity in which the holders of Common
                Shares
                are entitled to receive shares, other securities or other property
                (any of
                such events being called a "Capital
                Reorganization"),
                after the effective date of the Capital Reorganization the Holder
                shall be
                entitled to receive, and shall accept, for the same aggregate
                consideration, upon exercise of the Warrants, in lieu of the number
                of
                Common Shares to which the Holder was theretofore entitled upon the
                exercise of the Warrants, the kind and aggregate number of Common
                Shares
                and other securities or property resulting from the Capital Reorganization
                which the Holder would have been entitled to receive as a result
                of the
                Capital Reorganization if, on the effective date thereof, the Holder
                has
                been the registered holder of the number of Common Shares to which
                the
                Holder was theretofore entitled to purchase or receive upon the exercise
                of the Warrants. If necessary, as a result of any Capital Reorganization,
                appropriate adjustments shall be made in the application of the provisions
                of this Warrant Certificate with respect to the rights and interest
                thereafter of the Holder to the end that the provisions of this Warrant
                Certificate shall thereafter correspondingly be made applicable as
                nearly
                as may reasonably be possible in relation to any shares or other
                securities or property thereafter deliverable upon the exercise of
                this
                Warrant Certificate.

            


       

    

    
      	 	
              (f)

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

              

            


       

    

    
      	 	
              (g)

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

            


       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

    

     

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

     

    
      	 	
              (a)

            	
              any
                Common Shares owned or held by or for the account of the Corporation
                shall
                be deemed not be to outstanding except that, for the purposes of
                section 8
                herein, any Common Shares owned by a pension plan or profit sharing
                plan
                for employees of the Corporation or any of its subsidiaries shall
                not be
                considered to be owned or held by or for the account of the
                Corporation;

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	 	
              (e)

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

            


    

     

    
      	 	
              (f)

            	
              as
                a condition precedent to the taking of any action which would require
                any
                adjustment to the Warrants evidenced hereby, including the Exercise
                Price,
                the Corporation must take any corporate action which may be necessary
                in
                order that the
                Corporation shall have unissued and reserved in its authorized capital
                and
                may validly and legally issue as fully paid and non-assessable all
                of the
                shares or other securities which the Holder is entitled to receive
                on the
                full exercise thereof in accordance with the provisions
                hereof;

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (g)

            	
              forthwith,
                but no later than fourteen (14) days, after any adjustment to the
                Exercise
                Price or the number of Common Shares purchasable pursuant to the
                Warrants,
                the Corporation shall provide to the Holder a certificate of an officer
                of
                the Corporation certifying as to the amount of such adjustment and,
                in
                reasonable detail, describing the event requiring and the manner
                of
                computing or determining such
                adjustment;

            


    

     

    
      	 	
              (h)

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

            


    

     

    
      	 	
              (i)

            	
              any
                adjustment to the Exercise Price under the terms of this Warrant
                Certificate shall be subject to the prior approval of the TSX (or
                such
                other stock exchange or quotation system on which the Common Shares
                are
                then listed and posted (or quoted) for trading, as applicable);
                and

            


    

     

    
      	 	
              (j)

            	
              in
                case the Corporation, after the date of issue of this Warrant Certificate,
                takes any action affecting the Common Shares, other than an action
                described in section 8 herein, which in the opinion of the directors
                of
                the Corporation would materially affect the rights of the Holder,
                the
                Exercise Price will be adjusted in such manner, if any, and at such
                time,
                by action by the directors of the Corporation but subject in all
                cases to
                any necessary regulatory approval, including approval of the TSX
                (or such
                other stock exchange or quotation system on which the Common Shares
                are
                then listed and posted (or quoted) for trading, as applicable). Failure
                of
                the taking of action by the directors of the Corporation so as to
                provide
                for an adjustment on or prior to the effective date of any action
                by the
                Corporation affecting the Common Shares will be conclusive evidence
                that
                the board of directors of the Corporation has determined that it
                is
                equitable to make no adjustment in the
                circumstances.

            


    

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

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

     

    13. The
      Holder may subscribe for and purchase any lesser number of Common Shares than
      the number of Common Shares expressed in any Warrant Certificate. In the case
      of
      any subscription for a lesser number of Common Shares than expressed in any
      Warrant Certificate, the Holder hereof shall be entitled to receive, at no
      cost
      to the Holder, a new Warrant Certificate in respect of the balance of Warrants
      not then exercised. Such new Warrant Certificate shall be mailed to the Holder
      by the Corporation or, at its direction, the transfer agent of the Corporation,
      contemporaneously with the mailing of the certificate or certificates
      representing the Common Shares issued pursuant to section 5 herein.

     

    14. If
      any
      Warrant Certificate becomes stolen, lost, mutilated or destroyed, the
      Corporation shall, on such terms as it may in its discretion impose, acting
      reasonably, issue and sign a new Warrant Certificate of like denomination,
      tenor
      and date as the Warrant Certificate so stolen, lost, mutilated or destroyed
      for
      delivery to the Holder.

     

    15.    The
      Holder may transfer the Warrants represented hereby by:

     

    
      	 	
              (a)

            	
              duly
                completing and executing the transfer form attached as Schedule "B"
                ("Transfer
                Form");
                and

            


    

     

    
      	 	
              (b)

            	
              surrendering
                this Warrant Certificate and the completed Transfer Form, together
                with
                such other documents as the Corporation may reasonably request, to
                the
                Corporation at the address set forth on the Transfer Form or such
                other
                office as may be specified by the Corporation, in a written notice
                to the
                Holder, from time to time, provided
                that all such transfers shall be effected in accordance with all
                applicable securities laws, and provided that, after such transfer,
                the
                term "Holder" shall mean and include any transferee or assignee of
                the
                current or any future Holder. If only part of the Warrants evidenced
                hereby is transferred, the Corporation will deliver to the Holder
                and the
                transferee replacement Warrant Certificates substantially in the
                form of
                this Warrant Certificate.

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    16. Neither
      the Warrants represented by this Warrant Certificate nor the Common Shares
      issuable upon exercise hereof have been or will be registered under the United
      States Securities Act of 1933, as amended (the "1933
      Act")
      nor
      under the laws of any state of the United States. Subject to certain limited
      exceptions, (i) Warrants may not be exercised within the United States and
      (ii)
      no Common Shares issuable upon exercise of Warrants will be delivered to any
      address in the United States. The Holder acknowledges that a legend to that
      effect may be placed on any certificates representing the Common Shares issued
      on exercise of the rights represented by this Warrant Certificate. Terms used
      in
      this paragraph have the meanings given to them in Regulation S under the 1933
      Act.

     

    17. Any
      certificate representing Common Shares issued upon the exercise of this Warrant
      prior to the date which is four months and one day after the date hereof will
      bear the following legends:

     

    "UNLESS
      PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
      TRADE THE SECURITY BEFORE MARCH 1, 2007."

     

    and

     

    "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."

     

    provided
      that at any time subsequent to the date which is four months after the date
      hereof any certificate representing such Common Shares may be exchanged for
      a
      certificate bearing no such legends. The Corporation hereby covenants and agrees
      that it will use the best efforts thereof to deliver or to cause to be delivered
      a certificate or certificates representing such Common Shares bearing no such
      legends within five business days after receipt of the legended
      certificate.

     

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

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    19. The
      Corporation shall notify the Holder forthwith of any change of the Corporation’s
      address.

     

    20.    The
      registered holders of Warrants shall have the power from time to time by an
      extraordinary resolution (as hereinafter defined):

     

    
      	 	
              (a)

            	
              to
                sanction any modification, abrogation, alteration or compromise of
                the
                rights of the registered holders of Warrants against the Corporation
                which
                shall be agreed to by the Corporation;
                and/or

            


    

     

    
      	 	
              (b)

            	
              to
                assent to any modification of or change in or omission from the provisions
                contained herein or in any instrument ancillary or supplemental hereto
                which shall be agreed to by the Corporation;
                and/or

            


    

     

    
      	 	
              (c)

            	
              to
                restrain any registered holder of a Warrant from taking or instituting
                any
                suit or proceedings against the Corporation for the enforcement of
                any of
                the covenants on the part of the Corporation conferred upon the registered
                holders of Warrants by the terms of the
                Warrants.

            


    

     

    Any
      such extraordinary resolution as aforesaid shall be binding upon all the
      registered holders of Warrants whether or not assenting in writing to any such
      extraordinary resolution, and each registered holder of any of the Warrants
      shall be bound to give effect thereto accordingly. Such extraordinary resolution
      shall, where applicable, be binding on the Corporation which shall give effect
      thereto accordingly.

     

    The
      Corporation shall forthwith upon receipt of an extraordinary resolution provide
      notice to all registered holders of Warrants of the date and text of such
      resolution. The registered holders of Warrants assenting to an extraordinary
      resolution agree to provide the Corporation forthwith with a copy of any
      extraordinary resolution passed.

     

    The
      expression "extraordinary resolution" when used herein shall mean a resolution
      assented to in writing, in one or more counterparts, by the registered holders
      of Warrants calling in the aggregate for not less than seventy-five per cent
      (75%) of the aggregate number of Common Shares called for by all of the Warrants
      which are, at the applicable time, outstanding.

     

    21. All
      notices to be sent hereunder shall be deemed to be validly given to the
      registered holders of the Warrants if delivered personally or if sent by
      registered letter through the post addressed to such holders at their post
      office addresses appearing in the register of Warrant holders caused to be
      maintained by the Corporation, and such notice shall be deemed to have been
      given, if delivered personally when so delivered, and if sent by post on the
      fifth business day next following the post thereof.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    22. If
      for
      any reason, other than the failure or default of the Holder, the Corporation
      is
      unable to issue and deliver the Common Shares or other securities as
      contemplated herein to the Holder upon the proper exercise by the Holder of
      the
      right to purchase any of the Common Shares purchasable upon exercise of the
      Warrants represented hereby, the Corporation may pay, at its option and in
      complete satisfaction of its obligations and the rights of the Holder hereunder,
      to the Holder, in cash, an amount equal to the difference between the Exercise
      Price and the Current Market Price of such Common Shares or other securities
      on
      the date of exercise by the Holder, and upon such payment the Corporation shall
      have no liability or other obligation to the Holder relating to or in respect
      of
      the Warrants or this Warrant Certificate.

     

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

     

    24. All
      Warrants shall rank pari
      passu,
      whatever may be the actual date of issue of the same.

     

    25. This
      Warrant Certificate shall enure to the benefit of and shall be binding upon
      the
      Holder and the Corporation and their respective successors and
      assigns.

     

    26. All
      references herein to monetary amounts are references to lawful money of Canada,
      unless otherwise specified herein.

     

    27.    Any
      notice, document or other communication required or permitted by this
      Compensation Warrant Certificate to be given by the Holder or the Corporation
      shall be in writing and is sufficiently given if delivered personally, or if
      delivered or if transmitted by any form of recorded telecommunication tested
      prior to transmission, to such person addressed as follows:

     

    
      	 	
              (a)

            	
              if
                to the Holder:

            


      	 	 	 


      	 	 	to
              the address on the face page hereof


      	 	 	 


      	 	(b)	if
              to the Corporation:


      	 	 	 


      	 	 	
              Apollo Gold Corporation

              5655
                S. Yosemite Street, Suite 200

              Greenwood
                Village, Colorado, 80111-3220

            


      	 	 	 


      	 	 	Attention: Chief
              Financial Officer


      	 	 	 


      	 	 	Telephone
              No.: (720)
              886-9656


      
      

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      	 	 	Facsimile
              No.:  (720)
              482-0957


    

     

    28. Notice
      so delivered shall be deemed to have been given on the Business Day that it
      is
      received. Notices transmitted by a form of recorded telecommunication shall
      be
      deemed given on the day of transmission. The Holder or the Corporation may
      from
      time to time notify the other in the manner provided herein of any change of
      address or facsimile number which thereafter, until changed by like notice,
      shall be the address or facsimile number of such person for all purposes
      hereof.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

     

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

     

    DATED
      as of the   
      day of October, 2006.

    
      	 	 	 
	 	APOLLO
              GOLD CORPORATION
	 
 	 
 	 
 
	 	Per:  	 
	 	
              

              Authorized
                Signatory

            
	 	 


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    Schedule
      "A"

     

    SUBSCRIPTION
      FORM

     

    TO
      BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:

     

    
      	 	
              TO:

            	
              APOLLO
                GOLD CORPORATION

              5655
                S. Yosemite Street, Suite 200

              Greenwood
                Village, Colorado,
                80111-3220

            


    

    


    The
      undersigned hereby subscribes for  
      Common Shares of Apollo
      Gold Corporation
      according to the terms and conditions set forth in the annexed Warrant
      Certificate (or such number of other securities or property to which such
      Warrant Certificate entitles the undersigned to acquire under the terms and
      conditions set forth in such Warrant Certificate).

     

    
      	Address for Delivery of Common
              Shares:	 	 
	 	 	
              

            
	 	 	
              

            
	 	 	
              

            
	 	 	Attention:    _________________________________________________
	 	 	
            
	
              Exercise
                Price

            	 	 
	
              Tendered
                (Cdn.$1.00 per

            	 	 
	
              Common
                Share until October 30, 2007 and Cdn.$1.15 per

            	 	
               

            
	
              Common
                Share until October 30, 2008

            	 	 
	
              or
                as adjusted)

            	 	    $
              ________________________________
	 	 	 


    

     Dated
      at ________,
      this _____day
      of ______,
      200__.

    
      	 	
              )

              )

              )

              )

              )
                

              )

              )

              )

            	 
	
              Witness:

            	
              Holder's
                Name

            
	
              Authorized
                Signature

            
	
              Title
                (if applicable)

            


    

     

    Signature
      guaranteed1:

     

    
      

    

    1. If
      the Common Shares are to be registered in a name other than the name of the
      registered Warrant Holder, the signature of the Warrant Holder must be medallion
      guaranteed by a bank, trust company or a member of a stock exchange in
      Canada.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Schedule
      "B"

     

    WARRANT
      TRANSFER FORM

     

    FOR
      VALUE
      RECEIVED, subject to receipt of prior written approval of APOLLO GOLD
      CORPORATION (the "Company"),
      the
      undersigned (the "Transferor")
      hereby
      sells, assigns and transfers unto
      (name)_______________________________(the
      "Transferee")
      of
      (residential
      address)_________________________________________________________________________________________________________________

    _______________________________________________________________________________________________________________________________________________________________________________

    Warrants
      of the Company registered in the name of the undersigned represented by the
      within certificate, and irrevocably appoints the Company as the attorney of
      the
      undersigned to transfer the said securities on the register of transfers for
      the
      said Warrants, with full power of substitution.

     

    
      	
              NOTICE:

            	
              The
                signature of this assignment must correspond with the name as written
                upon
                the face of the certificate, in every particular, without alteration
                or
                enlargement or any change whatever, and must be guaranteed by a bank,
                trust company or a member of a recognized stock exchange. The guarantor
                must affix a stamp bearing the actual words "Signature
                Guaranteed".

            


    

     

    DATED
      this_______ day
      of
      ________,
      20____.

     

     

    
      	
              
Signature
              Guaranteed  	 	
              
(Signature
              of transferring Warrantholder)
	 	 	 
	 	 	
              

              Name (please print)
	 	 	 
	 	 	
              
Address
	 	 	
            
	 	 	
              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TRANSFEREE
      ACKNOWLEDGMENT

     

    In
      connection with this transfer (check one):

     

    
      	o	
              The
                undersigned transferee hereby certifies that (i) it was not offered
                the
                Warrants while in the United States and did not execute this certificate
                while within the United States; (ii) it is not acquiring any of the
                Warrants represented by this Warrant Certificate by or on behalf
                of any
                person within the United States; and (iii) it has in all other respects
                complied with the terms of Regulation S of United States Securities
                Act of
                1933, as amended (the "1933
                Act"),
                or any successor rule or regulation of the United States Securities
                and
                Exchange Commission as presently in
                effect.

            


    

     

    
      	o	
              The
                undersigned transferee is delivering a written opinion of U.S. Counsel
                acceptable to the Company to the effect that this transfer of Warrants
                has
                been registered under the 1933 Act or is exempt from registration
                thereunder.

            


    

     

    
      	 	 	 
	
              
(Signature
              of Transferee)	 	 
	 	 	 
	
              
Date	 	
              
Name
              of Transferee (please print)


    

     

    The
      Warrants and the common shares issuable upon exercise of the Warrants shall
      only
      be transferable in accordance with applicable laws. The Warrants may only be
      exercised in the manner required by the certificate representing the Warrants
      and the Warrant Exercise Form attached thereto. Any common shares acquired
      pursuant to this Warrant shall be subject to applicable hold periods and any
      certificate representing such common shares will bear restrictive
      legends.