Unassociated Document


    SUBSCRIPTION
      FOR FLOW-THROUGH UNITS

    TO:
      APOLLO
      GOLD CORPORATION
      the
      "Company")

     

    The
      undersigned (hereinafter referred to as the "Subscriber") hereby subscribes
      for
      and agrees to purchase from the Company the number of units ("Flow-Through
      Units") of the Company set forth below, each Flow-Through Unit being comprised
      of one common share of the capital stock of the Company ("Flow-Through Share")
      and one-half of one common share purchase warrant of the Company, at a
      subscription price of Cdn$0.45
      per
      Flow-Through Unit. Each whole common share purchase warrant (a "Flow-Through
      Warrant") will entitle the holder thereof to purchase one common share in the
      capital of the Corporation for each Flow-Through Warrant for a period of 24
      months at a price of Cdn$1.00 per share for the first 12 months, and at a price
      of Cdn$1.15 per share for the last 12 months. The Subscriber agrees to be bound
      by the terms and conditions set forth in the attached "Terms and Conditions
      of
      Subscription and Renunciation Agreement for Units of Apollo Gold Corporation"
      and acknowledges that the Corporation and its counsel are relying upon the
      representations, warranties and covenants of the Subscriber set forth therein
      and in the schedules thereto. The Flow-Through Shares and the Flow-Through
      Warrants comprising the Flow-Through Units are "flow-through shares", as that
      term is defined in subsection 66(15) of the Income
      Tax Act (Canada).
      The purchase and sale of the Flow-Through Units hereunder forms part of a larger
      offering of Flow-Through Units (the "Offering") of up to
      $1,000,000.

     

    
      	
                                                            ____________(Name
                of Subscriber - please print)

               

              By:                                                                              _____________

              Authorized
                Signature

               

               

              
                

              

              (Official
                Capacity or Title - please print)

               

              Please
                print name of individual whose signature appears above if 

              different
                than the name of the subscriber printed above.

               

               

              _____________________________________________

               

              (Subscriber's
                Address)                                                                  

               

              (Telephone
                Number)                     (E-mail
                Address)

               
                
                

                (Social Insurance Number)

               

              (Corporate
                Tax Number)

               

            	 	
              Number
                of Flow-Through Units: 

               

            
	 
	
              Aggregate
                Consideration:                                                                          __________________

               

            
	 
	
              If
                the Subscriber is signing as agent for a principal and is not a trust
                Company or a trust company or an insurer or, in Alberta, Ontario
                or
                British Columbia, a portfolio manager, in each case, purchasing as
                trustee
                or agent for accounts fully managed by it, complete the
                following:

               

               

              
                

              

              Name
                of Principal

               

              
                
Principal's
                address

            
	 	 	 
	
              Register
                the Flow-Through Units as set forth below:

               

              
                

                Name                                                                              ___

              Account
                reference, if applicable

               

              
                
Address

               

            	 	
              Deliver
                the Flow-Through Units as set forth below:

               

            
	 	 	 
	
              Number
                of Common Shares currently held by the Subscriber 

              (excluding
                the Flow-Through Units subscribed for hereunder)

               

              
                

              

               

            	 	 


    

     

    ACCEPTANCE:
      The
      Company hereby accepts the subscription as set forth above on the terms and
      conditions contained in this Subscription Agreement 

     

    APOLLO
      GOLD CORPORATION                                                          October ___,
      2006

     

    Per:
          


    Authorized
      Signatory

     

    This
      is the first page of an agreement comprised of pages
      (including the exhibits).

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TERMS
        AND CONDITIONS OF SUBSCRIPTION AND RENUNCIATION AGREEMENT 

       

      FOR
        UNITS OF APOLLO
        GOLD CORPORATION 

       

      Scheme
        A

       

      Definitions

       

      "Act"
        means the Income
        Tax Act (Canada),
        together with any and all regulations promulgated thereunder, as amended
        from
        time to time;

       

      "Agreement"
        means this subscription and renunciation agreement as the same may be amended,
        supplemented or restated from time to time; 

       

      "Business
        Day" means a day on which Canadian chartered banks are open for the transaction
        of regular business in the City of Toronto, Ontario;

       

      "Canadian
        Exploration Expense(s)" or "CEE" means Canadian exploration expense described
        in
        paragraph (f) of the definition of "Canadian exploration expense" in subsection
        66.1(6) of the Act, or would be described in paragraph (h) of that definition
        if
        the reference therein to paragraphs (a) to (d) and (f) to (g.1) was a reference
        to paragraph (f), excluding amounts which are prescribed to constitute "Canadian
        exploration and development overhead expense" for purposes of paragraph
        66(12.6)(b) of the Act, Canadian exploration expenses to the extent of the
        amount of any assistance described in paragraph 66(12.6)(a) of the Act, any
        expenditures described in paragraph (b.1) of subsection 66(12.6) of the Act,
        and
        any expenses for prepaid services or rent that do not qualify as outlays
        and
        expenses for the period as described in the definition of "expense" in
        subsection 66(15) of the Act;

       

      "Closing
        Date" means October
        ►,
        2006 or
        such other date as the Company and the Subscriber
        may
        mutually agree upon in writing;

       

      "Commitment
        Amount" means the amount equal to Cdn$0.45
        multiplied by the number of Flow-Through Units subscribed and paid for pursuant
        to this Agreement;

       

      "CRA"
        means Canada Revenue Agency;

       

      "Expenditure
        Period" means the period commencing on the date of acceptance of this
        Subscription Agreement and ending on the earlier of:

       

      (i) the
        date
        on which the Commitment Amount has been fully expended in accordance with
        the
        terms hereof; and

       

      (ii) December
        31, 2007;

       

      "Flow-Through
        Mining Expenditure" means an expense which is a "flow-through mining
        expenditure" as defined in subsection 127(9) of the Act and expenses described
        as "eligible Ontario exploration expenditures" within the meaning of subsection
        8.4.3(2) of the Income
        Tax Act
        (Ontario);


       

      "Flow-Through
        Shares" has the meaning given to such term in the first paragraph of this
        Agreement;

       

      "Flow-Through
        Units" has the meaning given to such term in the first paragraph of this
        Agreement;

       

      "Flow-Through
        Warrants" has the meaning given to such term in the first paragraph of this
        Agreement;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      "Information"
        means all information regarding the Company that is, or becomes, publicly
        available, together with all information prepared by the Company and provided
        to
        the Subscriber;

       

      "Person"
        means an individual, a firm, a corporation, a syndicate, a partnership, a
        trust,
        an association, an unincorporated organization, a joint venture, an investment
        club, a government or an agency or political subdivision thereof and every
        other
        form of legal or business entity of whatsoever nature or kind;

       

      "Prescribed
        Forms" means the forms prescribed from time to time under
        or
        pursuant to
        subsection 66(12.7) of the Act filed or to be filed by the Company within
        the
        prescribed times renouncing to the Subscriber the Qualifying Expenditures
        incurred pursuant to this Agreement and all parts or copies of such forms
        required by the CRA to be delivered to the Subscriber;

       

      "Prescribed
        Relationship" means a relationship between the Company and the Subscriber
        where
        the Subscriber and the Company are related or otherwise do not deal at "arm's
        length" for purposes of the Act;

       

      "principal-business
        corporation" means a "principal-business corporation" as defined in subsection
        66(15) of the Act;

       

      "Proposed
        Amendments" means the draft legislation to amend the Act and regulations
        thereto
        released by the Minister of Finance (Canada) on December 20, 2002 and July
        18,
        2005;

       

      "Qualifying
        Expenditures" means expenditures that are CEE, which qualify as a Flow-Through
        Mining Expenditure and which are made or incurred on or after the Closing
        Date
        and on or before the Termination Date which may be renounced by the Corporation
        as CEE pursuant to subsection 66(12.6) of the Act and this Agreement with
        an
        effective date not later than December 31, 2006 and in respect of which,
        but for
        the renunciation, the Corporation would be entitled to a deduction from income
        for income tax purposes; 

       

      "Termination
        Date" means December 31, 2007.

       

      Terms
        of the Offering

       

      2. Each
        Flow-Through Unit will consist of one Flow-Through Share and one-half of
        one
        Flow-Through Warrant. Of the subscription price of Cdn$0.45
        per
        Flow-Through Unit, the Company intends to allocate $0.449
        to the
        price of the Flow-Through Share comprised in each Flow-Through Unit and $0.001
        to the price of the one-half of one Flow-Through Warrant comprised in each
        Flow-Through Unit. Each whole Flow-Through Warrant will entitle
        the holder thereof
        to
        purchase one common share in
        the
        capital of
        the
        Company that is not a "flow-through
        share"
        "Common
        Share") at an
        exercise price of $1.00 per Common Share, subject to adjustment in certain
        events, at any time on or before 5:00 p.m. (Toronto time) on the date that
        is 12
        months from the date of issuance of the Flow-Through Warrant, and for any
        Flow-Through Warrant not exercised during the 12 month period after the issuance
        of the Flow-Through Warrant, at an exercise price of $1.15 per Common Share,
        subject to adjustment in certain events, at any time on or before 5:00 p.m.
        (Toronto time) on the date that is 24 months from the date of issuance of
        the
        Flow-Through Warrant.
        The
        Flow-Through Warrants shall be in such form and contain such terms as shall
        be
        mutually approved by the Company and the Subscriber. The Company and the
        Subscriber agree that the Flow-Through Shares
        and the
        Flow-Through Warrants will
        be
        "flow-through shares" as defined in subsection 66(15) of the Act, and,
        accordingly, the Company agrees to: (a) incur Qualifying Expenditures in
        an
        amount equal to the Commitment Amount during the period from and after the
        Closing Date to and including December 31, 2007; and (b) renounce Qualifying
        Expenditures equal to the Commitment Amount to the undersigned with an effective
        date no later than December 31, 2006.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      3. The
        Subscriber acknowledges (on its own behalf and, if applicable, on behalf
        of each
        person on whose behalf the Subscriber is contracting) that this subscription
        is
        subject to rejection or allotment by the Company in whole or in
        part.

       

      Representations,
        Flow-Through Warranties, Covenants and Acknowledgments by
        Subscriber

       

      4. By
        executing this subscription, the Subscriber (and, if applicable, the others
        for
        whom it is contracting hereunder) represents, warrants, covenants and
        acknowledges to the Company (and acknowledges that the Company and its counsel
        are relying thereon) that:

       

      (a) the
        Subscriber has been independently advised as to restrictions with respect
        to
        trading in the Flow-Through Shares and Flow-Through Warrants comprising the
        Flow-Through Units (collectively, the "Securities") imposed by applicable
        securities legislation in the jurisdiction in which the Subscriber resides,
        confirms that no representation has been made to the Subscriber by or on
        behalf
        of the Company with respect thereto, acknowledges that the Subscriber is
        aware
        of the characteristics of the Securities, the risks relating to an investment
        therein, and that the Subscriber may not be able to resell the Securities
        until
        the expiration of the applicable hold period except in accordance with limited
        exemptions under applicable securities legislation and regulatory policy
        and the
        Subscriber agrees that any certificates representing the Securities may bear
        a
        legend indicating that the sale of such securities is restricted. The Subscriber
        further acknowledges that the Subscriber should consult its own legal counsel
        in
        its jurisdiction for full particulars of applicable resale
        restrictions;

       

      (b) the
        Subscriber has relied solely upon publicly available information relating
        to the
        Company and not upon any verbal or written representation as to fact or
        otherwise made by or on behalf of the Company except as expressly set forth
        herein; 

       

      (c) unless
        the Subscriber is purchasing under subparagraph 4(d), (A) the Subscriber
        is
        purchasing the Flow-Through Units as principal, the
        Subscriber is resident in Ontario or otherwise subject to the applicable
        securities laws of Ontario, the Subscriber is an "accredited investor" as
        defined in National Instrument 45-106 entitled Prospectus
        and Registration and Exemptions promulgated
        under the Securities
        Act (Ontario)
        and has concurrently executed and delivered to the Company
        a
        Representation Letter in the form attached as Exhibit "1" to this Subscription
        Agreement indicating
        that the Subscriber fits within one of the categories of "accredited investor"
        set forth in such definition or (B) the Subscriber is purchasing as principal
        sufficient Flow-Through Units such that the aggregate acquisition cost of
        the
        Flow-Through Units is not less than $150,000 payable in cash and the Subscriber
        and such disclosed principal, if applicable, is not a corporation, syndicate,
        partnership or other form of incorporated or non-incorporated entity or
        organization created solely to permit the purchase of the Flow-Through Units
        by
        a group of individuals whose individual share of the aggregate acquisition
        cost
        of the Flow-Through Units is less than $150,000 payable in cash; 

       

      (d) if
        the
        Subscriber
        is not
        purchasing as principal, the
        Subscriber is
        duly
        authorized to enter into this Subscription Agreement and to execute all
        documentation in
        connection with the purchase on
        behalf
        of each beneficial purchaser and to provide and agree to all Subscriber's
        representations, warranties and covenants on behalf of such beneficial
        purchasers, the
        Subscriber
        acknowledges that the Company may be required by law to disclose to certain
        regulatory authorities, the identity of each beneficial purchaser of
        Flow-Through Units for whom the
        Subscriber
        may be
        acting, the
        Subscriber
        and each
        beneficial purchaser is resident in Ontario and the
        Subscriber
        is
        acting as agent for one or more disclosed principals, each of such principals
        is
        purchasing as principal for its own account, and each of such principals
        complies with subsection 4(c);

       

      (e) the
        Subscriber acknowledges that:

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

         

      

      (i) no
        securities commission or similar regulatory authority has reviewed or passed
        on
        the merits of the Flow-Through Units; and

       

      (ii) there
        is
        no government or other insurance covering the Flow-Through Units;
        and

       

      (iii) there
        are
        risks associated with the purchase of the Flow-Through Units; and

       

      (iv) there
        are
        restrictions on the Subscriber's ability to resell the Securities and it
        is the
        responsibility of the Subscriber to find out what those restrictions are
        and to
        comply with them before selling the Securities; and

       

      (v) the
        Company has advised the Subscriber that the Company is relying on an exemption
        from the requirements to provide the Subscriber with a prospectus and to
        sell
        securities through a person or company registered to sell securities under
        the
Securities
        Act (Ontario)
        and other applicable securities laws and, as a consequence of acquiring
        securities pursuant to this exemption, certain protections, rights and remedies
        provided by the Securities
        Act (Ontario)
        and other applicable securities laws, including statutory rights of rescission
        or damages, will not be available to the Subscriber; 

       

      (f) if
        an
        individual, the Subscriber is of the full age of majority and is legally
        competent to execute this Subscription Agreement and take all action pursuant
        hereto;

       

      (g) this
        Agreement has been duly and validly authorized, executed and delivered by
        and
        constitutes a legal, valid, binding and enforceable obligation of the
        Subscriber;

       

      (h) if
        a
company,
        partnership, unincorporated association or other entity, the Subscriber has
        the
        legal capacity and competence to enter into and be bound by this Agreement
        and
        further certifies that all necessary approvals of directors, shareholders
        or
        otherwise have been given and obtained;

       

      (i) the
        Subscriber has such knowledge in financial and business affairs as to be
        capable
        of evaluating the merits and risks of the Subscriber's investment and the
        Subscriber, or, where the Subscriber is not purchasing as principal, each
        beneficial purchaser, is able to bear the economic risk of loss of its
        investment;

       

      (j) the
        Subscriber does not act jointly or in concert with any other Subscriber for
        the
        purpose of the acquisition of the Flow-Through Units;

       

      (k) the
        Subscriber understands that the Company is relying on an exemption from the
        requirements to provide the Subscriber with a prospectus and to sell securities
        through a person or company registered to sell securities under the Securities
        Act (Ontario)
        and other applicable securities laws and, as a consequence of acquiring
        securities pursuant to this exemption, certain protections, rights and remedies
        provided by the Securities
        Act (Ontario)
        and other applicable securities laws, including statutory rights of rescission
        or damages, will not be available to the Subscriber;

       

      (l) if
        required by applicable securities legislation, regulations, rules, policies
        or
        orders or by any securities commission, stock exchange or other regulatory
        authority, the Subscriber will execute, deliver, file and otherwise assist
        the
        Company in filing, such reports, undertakings and other documents with respect
        to the issue of the Flow-Through Units;

       

      (m) the
        entering into of this Agreement and the transactions contemplated hereby
        will
        not result in a violation of any of the terms or provisions of any law
        applicable to the Subscriber, or if the Subscriber is not a natural person,
        any
        of the Subscriber's constating documents, or any agreement to which the
        Subscriber is a party or by which it is bound; 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      (n) the
        Subscriber acknowledges that it has been encouraged to and should obtain
        independent legal, investment and tax advice with respect to its subscription
        for the Flow-Through Units and accordingly, has been independently advised
        as to
        the meanings of all terms contained herein relevant to the Subscriber for
        purposes of giving representations, warranties and covenants under this
        Agreement;

       

      (o) the
        Subscriber acknowledges and confirms that no representation has been made
        to the
        Subscriber with respect to the future value or price of any of the Flow-Through
        Shares or Flow-Through Warrants comprising the Flow-Through Units;

       

      (p) no
        securities commission, agency, governmental authority, regulatory body, stock
        exchange or other regulatory body has reviewed or passed on the merits of
        the
        Securities;

       

      (q) the
        Subscriber acknowledges that the Company contemplates completing the Offering
        and that the aggregate gross proceeds of the Offering will be up to
        $1,000,000;

       

      (r) the
        Subscriber acknowledges that the Company's counsel is acting as counsel to
        the
        Company and not as counsel to the Subscriber;

       

      (s) the
        Subscriber acknowledges that all costs and expenses incurred by the Subscriber
        (including any fees and disbursements of any special counsel or other advisors
        retained by the Subscriber) relating to the purchase of the Flow-Through
        Units
        shall be borne by the Subscriber;

       

      (t) the
        Subscriber is aware and has been advised that the subscription monies payable
        in
        respect of the Flow-Through Units represent "seed" or "risk" capital for
        the
        Company, which is in a speculative stage of development and without substantial
        assets;

       

      (u) the
        Subscriber acknowledges that all certificates representing the Flow-Through
        Shares and Flow-Through Warrants comprising the Flow-Through Units will bear
        the
following
        restrictive
        legends required by applicable securities laws and stock exchange
        rules:

       

      "UNLESS
        PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITY MUST NOT
        TRADE THE SECURITY BEFORE [four
        months and one day from the Closing Date]."
        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." 

       

      (v) the
        funds
        which will be advanced by the Subscriber to the Company hereunder will not
        represent proceeds of crime for the purposes of the Proceeds
        of Crime (Money Laundering) Act (Canada)
        (the "PCMLA") and the Subscriber acknowledges that the Company may in the
        future
        be required by law to disclose the Subscriber's name and other information
        relating to this Subscription Agreement and the Subscriber's subscription
        hereunder, on a confidential basis, pursuant to the PCMLA. To the best of
        the
        knowledge of the Subscriber: (a) none of the subscription funds to be provided
        by the Subscriber: (i) have been or will be derived from or related to any
        activity that is deemed criminal under the law of Canada, the United States
        of
        America, or any other jurisdiction; or (ii) are being tendered on behalf
        of a
        person or entity who has not been identified to the Subscriber; and (b) it
        shall
        promptly notify the Company
        if the
        Subscriber discovers that any of such representations ceases to be true,
        and
        will provide the Company
        with
        appropriate information in connection therewith; 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

      

      (w) the
        Subscriber, and if the Subscriber is a partnership, any partner of the
        partnership, does not and will not have prior to January 1, 2008 a Prescribed
        Relationship with the Company; 

       

      (x) the
        Subscriber will not enter into any agreement or arrangement with any person
        or
        partnership (other than the Company or a specified person in relation to
        the
        Company (as defined in regulation 6202.(5)) which will cause the Flow Through
        Shares or Flow-Through Warrants to be "prescribed shares" or "prescribed
        rights"
        the purposes of section 6202.1 of the regulation to the Act and the Proposed
        Amendments;

       

      (y) the
        Subscriber is not a non-resident of Canada for purposes of the Act;
        and

       

      (z) The
        representations, warranties and covenants of the Subscriber herein are made
        with
        the intent that they be relied upon in determining the suitability of a
        purchaser of Flow-Through Units and will be true and correct at the Closing
        Time
        on the Closing Date and will survive the completion of the issuance of the
        Flow-Through Units. The Subscriber agrees to indemnify the Company and its
        directors and officers against all losses, claims, costs, expenses and damages
        or liabilities which any of them may suffer or incur caused or arising from
        reliance thereon. The Subscriber undertakes to immediately notify the Company
        at
5655
        S.
        Yosemite Street, Suite 200, Greenwood Village, CO, 80111- 3220, Attention:
        President,
        of any
        change in any statement or other information relating to the Subscriber set
        forth herein which takes place prior to the Closing Time on the Closing
        Date.

       

      Representations,
        Flow-Through Warranties and Covenants of Company

       

      5. The
        Company hereby represents, warrants and covenants and agrees to and with
        the
        Subscriber (and acknowledges that the Subscriber is relying thereon)
        that:

       

      (a) the
        Company has the full corporate right, power and authority to execute and
        deliver
        this Subscription Agreement, to issue the Flow-Through Shares and Flow-Through
        Warrants comprising the Flow-Through Units to the Subscriber and to incur
        and
        renounce to the Subscriber, Qualifying Expenditures in an amount equal to
        the
        Commitment Amount prior to the Termination Date;

       

      (b) upon
        acceptance this Subscription Agreement constitutes a binding obligation of
        the
        Company enforceable in accordance with its terms;

       

      (c) it
        will
        keep proper books, records and accounts of all Qualifying Expenditures and
        all
        transactions affecting the Commitment Amount and the Qualifying Expenditures,
        and upon reasonable notice, to make such books, records and accounts available
        for inspection and audit by or on behalf of the Subscriber;

       

      (d) it
        will
        incur, during the Expenditure Period, Qualifying Expenditures in such amount
        that enables the Company to renounce to the Subscriber, in accordance with
        the
        Act and this Agreement, Qualifying Expenditures in an amount equal to the
        Commitment Amount;

       

      (e) it
        will
        renounce, in accordance with the Act and this Agreement, to the Subscriber
        with
        an effective date of renunciation on or before December 31, 2006, Qualifying
        Expenditures which have been incurred or will be incurred during the Expenditure
        Period in an amount equal to the Commitment Amount;

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

      

      (f) it
        will
        timely file all forms required under the Act and any corresponding provincial
        legislation, including Prescribed Forms, necessary to effectively renounce
        Qualifying Expenditures equal to the Commitment Amount to the Subscriber
        as
        provided herein and to provide the Subscriber with a copy of all such forms
        as
        are required to be provided on a timely basis;

       

      (g) the
        Company will not be subject to the provisions of subsection 66(12.67) of
        the Act
        in a manner which impairs its ability to renounce Qualifying Expenditures
        to the
        Subscriber in an amount equal to the Commitment Amount;

       

      (h) forthwith
        after the Closing Date, the Company shall issue and file a press release
        announcing the placement of the Flow-Through Units with the "MineralFields
        Group" ("MFG")
        and
        will
        consult with
        MFG
        regarding an appropriate reference in such press release to the subscription
        by
        MFG. In the event a mineral discovery or other positive news is generated
        in
        relation to any expenditures funded hereunder, the Company shall issue and
        file
        a timely press release in the normal course and shall consult with MFG regarding
        the inclusion in such press release of an appropriate reference to the fact
        that
        such expenditures were partially funded by MFG through a private
        placement;

       

      (i) the
        Company has filed in a timely manner all necessary tax returns and notices
        and
        has paid all applicable taxes of whatsoever nature for all tax years prior
        to
        the date hereof to the extent that such taxes have become due or have been
        alleged to be due and the Company is not aware of any tax deficiencies or
        interest or penalties accrued or accruing, or alleged to be accrued or accruing,
        thereon where, in any of the above cases, it might reasonably be expected
        to
        result in any material adverse change in the condition (financial or otherwise),
        or in the earnings, business, affairs or prospects of the Company and there
        are
        no agreements, waivers or other arrangements providing for an extension of
        time
        with respect to the filing of any tax return by the Company or the payment
        of
        any material tax, governmental charge, penalty, interest or fine against
        the
        Company. There are no material actions, suits, proceedings, investigations
        or
        claims now threatened or pending against the Company which could result in
        a
        material liability in respect of taxes, charges or levies of any governmental
        authority, penalties, interest, fines, assessments or reassessments or any
        matters under discussion with any governmental authority relating to taxes,
        governmental charges, penalties, interest, fines, assessments or reassessments
        asserted by any such authority and the Company has withheld (where applicable)
        from each payment to each of the present and former officers, directors,
        employees and consultants thereof the amount of all taxes and other amounts,
        including, but not limited to, income tax and other deductions, required
        to be
        withheld therefrom, and has paid the same or will pay the same when due to
        the
        proper tax or other receiving authority within the time required under
        applicable tax legislation;

       

      (j) except
        as
        disclosed in the Information, the Company does not owe any amount to, nor
        has
        the Company any present loans to, or borrowed any amount from or is otherwise
        indebted to, any officer, director, employee or securityholder of either
        of them
        or any Person not dealing at "arm's length" (as such term is defined in the
        Act)
        with any of them except for usual employee reimbursements and compensation
        paid
        in the ordinary and normal course of the business of the Company. Except
        usual
        employee or consulting arrangements made in the ordinary and normal course
        of
        business, the Company is not a party to any contract, agreement or understanding
        with any officer, director, employee or securityholder thereof or any other
        Person not dealing at arm's length with the Company. No officer, director
        or
        employee of the Company and no Person which is an affiliate or associate
        of any
        of the foregoing Persons, owns, directly or indirectly, any interest (except
        for
        shares representing less than 5% of the outstanding shares of any class or
        series of any publicly traded company) in, or is an officer, director, employee
        or consultant of, any Person which is, or is engaged in, a business competitive
        with the business of the Company which could materially adversely impact
        on the
        ability to properly perform the services to be performed by such Person for
        the
        Company. No officer, director, employee or securityholder of the Company
        has any
        cause of action or other claim whatsoever against, or owes any amount to,
        the
        Company except for claims in the ordinary and normal course of the business
        of
        the Company such as for accrued vacation pay or other amounts or matters
        which
        would not be material to the Company;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      (k) upon
        issue, the Flow-Through Shares and Flow-Through Warrants will
        be
        "flow-through shares" as defined in subsection 66(15) of the Act and are
        not and
        will not be "prescribed shares" or "prescribed rights" within the meaning
        of
        section 6202.1 of the regulations to the Act and the Proposed Amendments.
        To the
        best of its knowledge, the Company does not have and will not have prior
        to the
        Termination Date a Prescribed Relationship with the Subscriber and, if the
        Subscriber is a partnership, any partner or limited partner of the
        partnership;

       

      (l) the
        Company is a "principal-business corporation" as defined in subsection 66(15)
        of
        the Act and will continue to be a "principal-business corporation" until
        such
        time as all of the Qualifying Expenditures required to be renounced under
        this
        Agreement have been incurred and validly renounced pursuant to the
        Act;

       

      (m) the
        Company has no reason to believe that it will be unable to incur, on or after
        the Closing Date and on or before the Termination Date or that it will be
        unable
        to renounce to the Subscriber effective on or before December 31, 2006,
        Qualifying Expenditures in an aggregate amount equal to the Commitment Amount
        and the Company has no reason to expect any reduction of such amount by virtue
        of subsection 66(12.73) of the Act;

       

      (n) the
        Company shall deliver to the Subscriber, on or before March 1, 2007, the
        relevant Prescribed Forms, fully completed and executed, renouncing to the
        Subscriber Qualifying Expenditures in an amount equal to the Commitment Amount
        with an effective date of no later than December 31, 2006;

       

      (o) the
        Qualifying Expenditures to be renounced by the Company to the
        Subscriber:

       

      (i) will
        constitute CEE on the effective date of the renunciation;

       

      (ii) will
        not
        include expenses that are "Canadian exploration and development overhead
        expenses" (as defined in the regulations to the Act for purposes of paragraph
        66(12.6)(b) of
        the
        Act) of the Company or amounts which constitute specified expenses for seismic
        data described in paragraph 66(12.6)(b.1) of the Act or any expenses for
        prepaid
        services or rent that do not qualify as outlays and expenses for the period
        as
        described in the definition of "expense" in subsection 66(15) of the
        Act;

       

      (iii) will
        not
        include any amount that has previously been renounced by the Company to the
        Subscriber or to any other Person;

       

      (iv) would
        be
        deductible by the Company in computing its income for the purposes of Part
        I of
        the Act but for the renunciation to the Subscriber; and

       

      (v) will
        not
        be subject to any reduction under subsection 66(12.73) of the Act;

       

      (p) the
        Company shall not reduce the amount renounced to the Subscriber pursuant
        to
        subsection 66(12.6) of
        the
        Act;

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      (q) if
        the
        Company receives, or becomes entitled to receive, any government assistance
        which is described in paragraph (a) of the definition of "excluded obligation"
        in subsection 6202.1(5) of the regulations made under the Act and the receipt
        or
        entitlement to receive such government assistance has or will have the effect
        of
        reducing the amount of CEE validly renounced to the Subscriber hereunder
        to less
        than the Commitment Amount, the Company shall remit to the Subscriber the
        benefit of all amounts received or receivable in respect of such government
        assistance to the extent of such reduction; and

       

      (r) the
        Company shall use the gross proceeds from the issuance of Flow-Through Units
        for
        the exploration program of the Company to be conducted on the projects of
        the
        Company located in the Province of Ontario. 

       

      Indemnity

       

      6. If
        the
        Company does not incur and renounce to the Subscriber, effective on or before
        December 31, 2006, and incur on or before December 31, 2007 Qualifying
        Expenditures equal to the Commitment Amount, as the sole recourse to the
        Subscriber for such event, the Company shall indemnify and hold harmless
        the
        Subscriber and each of the partners thereof if the Subscriber is a partnership
        or a limited partnership (for the purposes of this paragraph each an
        "Indemnified Person") as to, and pay in settlement thereof to the Indemnified
        Person on or before the twentieth Business Day following the Termination
        Date,
        an amount equal to the amount of any tax payable under the Act (and under
        any
        corresponding provincial legislation) by any Indemnified Person as a consequence
        of such failure. In the event that the CRA reduces the amount renounced by
        the
        Company to the Subscriber pursuant to subsection 66(12.73) of the Act, as
        the
        sole recourse to the Subscriber for such event, the Company shall indemnify
        and
        hold harmless each Indemnified Person as to, and pay in settlement thereof
        to
        the Indemnified Person, an amount equal to the amount of any tax payable
        under
        the Act (and under any corresponding provincial legislation) by the Indemnified
        Person as a consequence of such reduction.

       

      To
        the
        extent that any Person entitled to be indemnified hereunder is not a party
        to
        this Agreement, the Subscriber shall obtain and hold the rights and benefits
        of
        this Agreement in trust for, and on behalf of, such Person and such Person
        shall
        be entitled to enforce the provisions of this section notwithstanding that
        such
        Person is not a party to this Agreement.

       

      Closing

       

      7. The
        Subscriber agrees to deliver to the Company at closing: (a) this duly completed
        and executed Subscription Agreement; (b) if the Subscriber is an "accredited
        investor" a fully executed and completed Representation Letter in the form
        of
        Exhibit 2; and, (c) a certified cheque or bank draft payable to the Company's
        counsel in trust, for the aggregate subscription price of the Flow-Through
        Units
        subscribed for under this Agreement or payment of the same amount in such
        other
        manner as is acceptable to the Company, and such other documents as the Company
        reasonably requires.

       

      8. The
        sale
        of the Flow-Through Units will be completed by couriered document exchange
        at
        1:00 p.m. (Toronto time) (the "Closing Time") the day of closing (the "Closing
        Date"), but not later than October
        26
        2006,
        unless the Subscriber consents. The Subscriber acknowledges and agrees that
        this
        offering of Flow-Through Units is not subject to any minimum subscription
        level.

       

      9. The
        Company shall be entitled to rely on delivery of a facsimile copy of executed
        Subscription Agreements, and acceptance by the Company of such agreements
        shall
        be legally effective to create a valid and binding agreement between the
        Subscriber and the Company in accordance with the terms hereof. Notwithstanding
        the foregoing, the Subscriber shall deliver originally executed copies of
        the
        documents listed in section 7
        hereof
        to the Company within two business days of the Closing Date. In addition,
        this
        Subscription Agreement may be executed in counterparts, each of which shall
        be
        deemed an original and all of which shall constitute one and the same
        document.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      Privacy
        Legislation

       

      10. The
        Subscriber acknowledges and consents to the fact that the Company is collecting
        the Subscriber's (and any beneficial purchaser for which the Subscriber is
        contracting hereunder) personal information (as that term is defined under
        applicable privacy legislation, including, without limitation, the Personal
        Information Protection and Electronic Documents Act
        (Canada)
        and any other applicable similar replacement or supplemental provincial or
        federal legislation or laws in effect from time to time) for the purpose
        of
        completing the Subscriber's subscription. The Subscriber acknowledges and
        consents to the Company retaining the personal information for so long as
        permitted or required by applicable law or business practices. The Subscriber
        further acknowledges and consents to the fact that the Company may be required
        by applicable securities laws, stock exchange rules and/or Investment Dealers
        Association of Canada rules to provide regulatory authorities any personal
        information provided by the Subscriber respecting itself (and any beneficial
        purchaser for which the Subscriber is contracting hereunder). The Subscriber
        represents and warrants that it has the authority to provide the consents
        and
        acknowledgements set out in this paragraph on behalf of all beneficial
        purchasers for which the Subscriber is contracting. 

       

      11. In
        addition , the Subscriber agrees and acknowledges that:

       

      
        	 	
                (a)

              	
                the
                  Company will deliver certain personal information, including information
                  regarding the name, address, telephone number and amount subscribed
                  for,
                  to the securities regulatory authorities, including the Ontario
                  Securities
                  Commission and the Toronto Stock
                  Exchange;

              


      

       

      
        	 	
                (b)

              	
                the
                  information is being collected indirectly by the securities regulatory
                  authorities under authority granted to them in securities
                  legislation;

              


      

       

      
        	 	
                (c)

              	
                the
                  information is being collected for the purposes of the administration
                  and
                  enforcement of such securities
                  legislation;

              


      

       

      
        	 	
                (d)

              	
                the
                  Subscriber can contact the Administrative Assistant to the Director
                  of
                  Corporate Finance at the Ontario Securities Commission at Suite
                  1903, Box
                  5520 Queen Street West, Toronto, Ontario, (416) 593-3682 for information
                  regarding the collection and use of this personal information by
                  the
                  Ontario Securities Commission; and

              


      

       

      
        	 	
                (e)

              	
                the
                  Toronto Stock Exchange collects personal information in forms submitted
                  by
                  the Company, which will include personal information regarding
                  the
                  Subscriber.

              


      

       

      General

       

      12. The
        contract arising out of this Subscription Agreement shall be governed by
        and
        construed in accordance with the laws of the Province of Ontario and the
        laws of
        Canada applicable therein and the Subscriber, the Company each irrevocably
        attorn to the jurisdiction of the courts of the Province of
        Ontario.

       

      13. Time
        shall be of the essence hereof.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

      

      14. This
        Subscription Agreement represents the entire agreement of the parties hereto
        relating to the subject matter hereof and there are no representations,
        covenants or other agreements relating to the subject matter hereof except
        as
        stated or referred to herein.

       

      15. The
        Subscriber acknowledges and agrees that all costs incurred by the Subscriber
        (including any fees and disbursements of any special counsel retained by
        the
        Subscriber) relating to the sale of the Flow-Through Units to the Subscriber
        shall be borne by the Subscriber.

       

      16. The
        Company will have the right to accept or reject the Subscriber's offer to
        purchase at any time at or prior to the Closing Time. Notwithstanding the
        foregoing, the Subscriber acknowledges and agrees that the acceptance of
        the
        subscription agreement will be conditional among other things upon the sale
        of
        the Flow-Through Units to the Subscriber being exempt from any prospectus
        requirements of all applicable securities laws. The Company will be deemed
        to
        have accepted this subscription agreement upon the delivery at closing of
        the
        certificates representing the Flow-Through Shares and Flow-Through Warrants
        comprising the Flow-Through Units to or upon the direction of the Subscriber
        in
        accordance with the provisions hereof.

       

      17. The
        covenants, representations and warranties contained herein shall survive
        the
        closing of the transactions contemplated hereby for a period of one
        year.

       

      18. In
        this
        Subscription Agreement, references to "$" or "Cdn$" are to Canadian
        dollars.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

       

      REPRESENTATION
        LETTER

       

      (FOR
        ACCREDITED INVESTORS)

       

      TO: APOLLO
        GOLD CORP. (the
        "Company")

       

      In
        connection with the purchase of units in the capital of the Company
        ("Flow-Through
        Units")
        by the
        undersigned subscriber or, if applicable, the principal on whose behalf the
        undersigned is purchasing as agent (the "Subscriber"
        for the
        purposes of this Exhibit 2), the Subscriber hereby represents, warrants,
        covenants and certifies to the Company that:

       

      
        	
                1.

              	
                The
                  Subscriber is purchasing the Flow-Through Units as principal for
                  its own
                  account or is deemed to be acting as principal pursuant to National
                  Instrument 45-106 - Prospectus
                  and Registration Exemptions
                  ("NI
                  45-106");

              


      

       

      
        	
                2.

              	
                The
                  Subscriber is an "accredited investor" within the meaning of NI
                  45-106 by
                  virtue of satisfying the indicated criterion as set out in Appendix
                  "A" to
                  this Representation Letter; and

              


      

       

      
        	
                3.

              	
                Upon
                  execution of this Exhibit 2 by the Subscriber, this Exhibit 2 shall
                  be
                  incorporated into and form a part of the Subscription
                  Agreement.

              


      

       

      Dated:
        October l,
        2006.

       

      
        	 	 	FrontierAlt
                - MineralFields 2004 Flow-Through Limited Partnership
	 	 	Print
                name of Subscriber
	 
 	 
 	 
	 	By:  	 
	 	
                

                Signature
	 	 


      

       

      
        	 	 	PER:
                Joe Dwek, President, FrontierAlt - MineralFields 2004 Inc (general
                partner
                for FrontierAlt - MineralFields 2004 Flow-Through Limited
                Partnership)
	 	 	Print
                name of Signatory (if different from Subscriber)
	 
 	 
 	 
 
	 	 	 
	 	
                

                Title 
	 	 


      

      IMPORTANT:
        PLEASE INITIAL APPENDIX "A" ON THE NEXT PAGE

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      
        Accredited
          Investor -
          (defined in NI 45-106) means:

        

          
            	o	
                    (a)
                      an individual who, either alone or with a spouse, beneficially
                      owns,
                      directly or indirectly, financial assets having an aggregate
                      realizable
                      value that before taxes, but net of any related liabilities,
                      exceeds
                      $1,000,000; 

                     

                  
	o 	
                    (b)
                      an individual whose net income before taxes exceeded $200,000
                      in each of
                      the 2 most recent calendar years or whose net income before
                      taxes combined
                      with that of a spouse exceeded $300,000 in each of the 2 most
                      recent
                      calendar years and who, in either case, reasonably expects
                      to exceed that
                      net income level in the current calendar year;

                     

                  
	o	
                    (c)
                      an individual who, either alone or with a spouse, has net assets
                      of at
                      least $5,000,000;

                     

                  
	o 	
                    (d)
                      a person, other than an individual or investment fund, that
                      has net assets
                      of at least $5,000,000 as shown on its most recently prepared
                      financial
                      statements;

                     

                  
	o	
                    (e)
                      a person in respect of which all of the owners of interests,
                      direct,
                      indirect or beneficial, except the voting securities required
                      by law to be
                      owned by directors, are persons that are accredited
                      investors;

                     

                  
	o	
                    (f)
                      a Canadian financial institution, or a Schedule III bank;

                     

                  
	o	
                    (g)
                      the Business Development Bank of Canada incorporated under
                      the
                      Business
                      Development Bank of Canada Act (Canada);

                     

                  
	o	
                    (h)
                      a subsidiary of any person referred to in paragraphs (f) or
                      (g), if the
                      person owns all of the voting securities of the subsidiary,
                      except the
                      voting securities required by law to be owned by directors
                      of that
                      subsidiary;

                     

                  
	o 	
                    (i)
                      a person registered under the securities legislation of a jurisdiction
                      of
                      Canada as an adviser or dealer, other than a person registered
                      solely as a
                      limited market dealer under one or both of the Securities
                      Act (Ontario)
                      or the Securities
                      Act (Newfoundland
                      and Labrador);

                     

                  
	o	
                    (j)
                      an individual registered or formerly registered under the securities
                      legislation of a jurisdiction of Canada as a representative
                      of a person
                      referred to in paragraph (i);

                     

                  
	o	
                    (k)
                      the Government of Canada or a jurisdiction of Canada, or any
                      crown
                      corporation, agency or wholly owned entity of the Government
                      of Canada or
                      a jurisdiction of Canada;

                     

                  
	o	
                    (l)
                      a municipality, public board or commission in Canada and a
                      metropolitan
                      community, school board, the Comité de gestion de la taxe scolaire de
                      l'île de Montréal or an intermunicipal management board in
                      Québec;

                     

                  
	o	
                    (m)
                      any national, federal, state, provincial, territorial or municipal
                      government of or in any foreign jurisdiction, or any agency
                      of that
                      government;

                     

                  


          

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

           

          
            	o	
                    (n)
                      a pension fund that is regulated by either the Office of the
                      Superintendent of Financial Institutions (Canada) or a pension
                      commission
                      or similar regulatory authority of a jurisdiction of Canada;

                     

                  
	o	
                    (o)
                      an investment fund that distributes or has distributed its
                      securities only
                      to 

                     

                  


          

           

          
            	 	
                    (i)

                  	
                    a
                      person that is or was an accredited investor at the time of
                      the
                      distribution;

                  


          

           

          
            	 	
                    (ii)

                  	
                    a
                      person that acquires or acquired securities in the circumstances
                      referred
                      to in Sections 2.10 [Minimum
                      amount investment],
                      and 2.19 [Additional
                      investment in investment funds]
                      of NI 45-106; OR

                  


          

           

          
            	 	
                    (iii)

                  	
                    a
                      person described in paragraph (i) or (ii) that acquires or
                      acquired
                      securities under Section 2.18 [Investment
                      fund reinvestment]
                      of NI 45-106;

                  


          

           

          
            	o	
                    (p)
                      an investment fund that distributes or has distributed securities
                      under a
                      prospectus in a jurisdiction of Canada for which the regulator
                      or, in
                      Québec, the securities regulatory authority, has issued a
                      receipt;

                     

                  
	o	
                    (q)
                      a trust company or trust corporation registered or authorized
                      to carry on
                      business under the Trust
                      and Loan Companies Act (Canada)
                      or under comparable legislation in a jurisdiction of Canada
                      or a foreign
                      jurisdiction, acting on behalf of a fully managed account managed
                      by the
                      trust company or trust corporation, as the case may be;

                     

                  
	o	
                    (r)
                      a person acting on behalf of a fully managed account managed
                      by that
                      person, if that person

                     

                  


          

          
            	 	
                    (i)

                  	
                    is
                      registered or authorized to carry on business as an adviser
                      or the
                      equivalent under the securities legislation of a jurisdiction
                      of Canada or
                      a foreign jurisdiction; and

                  


          

           

          
            	 	
                    (ii)

                  	
                    in
                      Ontario, is purchasing a security that is not a security of
                      an investment
                      fund;

                  


          

           

          
            	o	
                    (s)
                      a registered charity under the Income
                      Tax Act (Canada)
                      that, in regard to the trade, has obtained advice from an eligibility
                      adviser or an adviser registered under the securities legislation
                      of the
                      jurisdiction of the registered charity to give advice on the
                      securities
                      being traded;

                     

                  
	o	
                    (t)
                      an entity organized in a foreign jurisdiction that is analogous
                      to any of
                      the entities referred to in paragraphs (f) to (i) or paragraph
                      (n) in form
                      and function;

                     

                  
	
                    þ

                     

                  	
                    (u)
                      an investment fund that is advised by a person registered as
                      an adviser or
                      a person that is exempt from registration as an adviser; OR

                     

                  
	o	
                    (v)
                      a person that is recognized or designated by the securities
                      regulatory
                      authority or, except in Ontario and Québec, the regulator as

                     

                  


          

          
             

            
              	 	
                      (i)

                    	
                      an
                        accredited investor; or

                    


            

          

          
             

            
              	 	
                      (ii)

                    	
                      an
                        exempt purchaser in Alberta or British Columbia after NI
                        45-106 comes into
                        force;

                    


            

             

          

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

             

          

        

        and
          for
          purposes hereof, words and phrases which are used in this Accredited Investor
          Certificate and which are defined in NI 45-106 shall have the meaning ascribed
          thereto in NI 45-106.

         

        For
          the purposes hereof:


         

        
          	 	
                  "bank"
                    means a bank named in Schedule I or II of the Bank
                    Act
                    (Canada).

                   

                
	 	
                  "Canadian
                    financial institution"
                    means:

                   

                
	 	(i)	an
                  association governed by the Cooperative
                  Credit Associations Act (Canada)
                  or a central cooperative credit society for which an order has
                  been made
                  under section 473(1) of the Act, or
	 	 	 
	 	(ii)	a
                  bank,
                  loan corporation, trust company, trust corporation, insurance company,
                  treasury branch, credit union, caisse populaire, financial services
                  corporation, or league that, in each case, is authorized by an
                  enactment
                  of Canada or a jurisdiction of Canada to carry on business in Canada
                  or a
                  jurisdiction in Canada.
	 	 	 
	 	"control
                  person" has
                  the meaning ascribed to that term in securities legislation except
                  in
                  Manitoba, Newfoundland and Labrador the Northwest Territories,
                  Nova
                  Scotia, Nunavut, Ontario, Prince Edward Island and Quebec, where
                  "control
                  person" means any person that holds or is one of a combination
                  of persons
                  that holds
	 	 
	 	 	
                  a
                    sufficient number of any of the securities of an issuer so as
                    to affect
                    materially the control of the issuer, or

                   

                
	 	 	
                  more
                    than 20% of the outstanding voting securities of an issuer except
                    where
                    there is evidence showing that the holding of those securities
                    does not
                    affect materially the control of that issuer.

                   

                
	 	
                  "eligibility
                    adviser" means

                   

                
	 	
                  (i)

                   

                	
                  a
                    person that is registered as an investment dealer or equivalent
                    category
                    of registration under the securities legislation of the jurisdiction
                    of a
                    purchaser and authorized to give advice with respect to the type
                    of
                    security being distributed, and

                   

                
	 	 	
                  in
                    Saskatchewan or Manitoba, also means a lawyer who is a practising
                    member
                    in good standing with a law society of a jurisdiction of Canada
                    or a
                    public accountant who is a member in good standing of an institute
                    or
                    association of chartered accountants, certified general accountants
                    or
                    certified management accountants in a jurisdiction of Canada
                    provided that
                    the lawyer or public accountant must not:

                   

                
	 	 	
                  (A)

                   

                	
                  have
                    a professional, business or personal relationship with the issuer,
                    or any
                    of its directors, executive officers, founders or control persons,
                    and

                   

                
	 	 	
                  (B)

                   

                	
                  have
                    acted for or been retained personally or otherwise as an employee,
                    executive officer, director, associate or partner of a person
                    that has
                    acted for or been retained by the issuer or any of its directors,
                    executive officers, founders or control persons within the previous
                    12
                    months.

                   

                


        

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        
          	
                  (e)

                   

                	
                  "executive
                    officer"
                    means for an issuer, an individual who is:

                   

                
	 	(a)
	a
                  chair,
                  vice-chair or president;
	 	 	 
	 	(b)	a
                  vice-president in charge of a principal business unit, division
                  or
                  function including sales, finance or production;
	 	 	 
	 	(c)	an
                  officer
                  of the issuer or any of its subsidiaries and who performs a policy-making
                  function in respect of the issuer; or
	 	 	 
	 	(d)	performing
                  a policy making function in respect of the issuer.
	 	 	 
	(f)	"financial
                  assets" means
                  cash, securities or a contract of insurance, a deposit or an evidence
                  of
                  deposit that is not a security for the purposes of securities
                  legislation.
	 	 	 
	(g)	"founder",
in
                  respect of an issuer, means a person or company who,
	 	 	 
	 	
                  (i)

                   

                	
                  acting
                    alone, in conjunction or in concert with one or more persons,
                    directly or
                    indirectly, takes the initiative in founding, organizing or substantially
                    reorganizing the business of the issuer, and

                   

                
	 	
                  (ii)

                   

                	
                  at
                    the time of the trade is actively involved in the business of
                    the
                    issuer.

                   

                
	(h)	"fully
                  managed account" means
                  an account of a client for which a person or company makes the
                  investment
                  decisions if that person or company has full discretion to trade
                  in
                  securities for the account without requiring the client's express
                  consent
                  to a transaction.
	 	 
	(i)	"investment
                  fund"
                  has the same meaning as in National Instrument 81-106 Investment
                  Fund
                   Continuous
                  Disclosure.
	 	 
	(j)	"jurisdiction"
                  means a province or territory of Canada except when used in the
                  term
                  foreign  jurisdiction.
	 	 
	(k)	"non-redeemable
                  investment fund"
                  has the same meaning as in National Instrument 81-106  Investment
                  Fund Continuous Disclosure.
	 	 
	(l)	"person"
                  includes
	 	 	 
	 	(a)	an
                  individual;
	 	 	 
	 	(b)	a
                  corporation;
	 	 	 
	 	(c)	a
                  partnership, trust, fund and an association, syndicate, organization
                  or
                  other organized group
                  of persons, whether incorporated or not, and
	 	 	 
	 	(d) 	an
                  individual or other person in that person's capacity as a trustee,
                  executor, administrator
                  or personal or other legal representative.
	 	 	 
	(m)	"related
                  liabilities"
                  means
	 	 	 
	 	(i)	liabilities
                  incurred or assumed for the purpose of financing the acquisition
                  or
                  ownership of financial assets, or
	 	 	 
	 	(ii)	liabilities
                  that are secured by financial
                  assets.


        

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        
          	(n)	"Schedule
                  III bank"
                  means an authorized foreign bank named in Schedule III of the Bank
                  Act  (Canada).
	 	 	 
	(o)	"subsidiary"
                  means an issuer that is controlled directly or indirectly by another
                  issuer and includes a subsidiary of a subsidiary.
	 	 	 


        

         

        
          
            
            

          

          18