Unassociated Document


    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 5:00 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

      
        	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.

              


      

    

         

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

      
         

        
          	 	
                  (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).

            


    

     

    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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    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);

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      
        	 	
                (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.

    
       

      
        	 	
                (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.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	 	
                (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.

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    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;

            


    

     

    
      	 	
              (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;

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    
      	 	
              (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.

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    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.

     

    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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    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.

     

    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):

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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.

     

    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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    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

     

    
      
        Facsimile
          No.: (720)
          482-0957 

      

    

     

    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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


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

     

    DATED
      as
      of the 30th
      day of
      October, 2006.

     

    
      	 	 	 
	 	APOLLO
              GOLD CORPORATION
	 
 	 
 	 
 
	 	Per:	 
	 	
              

              Authorized
                Signatory

            
	 	 


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    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 theundersigned 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.

     

     

    
      
        
        

      

      b2