EXHIBIT
10.3

       

      UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE JUNE 24, 2009.

       

      THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.  BY ITS ACQUISITION
HEREOF, THE HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE
SECURITY EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN
U.S. PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH TO
THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT.

       

      THE
WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES TO BE ISSUED UPON EXERCISE
OF SUCH WARRANTS WILL NOT BE INITIALLY REGISTERED AND MAY OR MAY NOT LATER
BECOME REGISTERED FOR RESALE UNDER THE SECURITIES ACT.  NEITHER ANY
WARRANT REPRESENTED BY THIS WARRANT CERTIFICATE NOR ANY SECURITIES ISSUED UPON
EXERCISE OF SUCH WARRANT MAY BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON, AS
SUCH TERM IS DEFINED IN REGULATION S PROMULGATED PURSUANT TO THE SECURITIES ACT,
UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

       

      WARRANTS
TO PURCHASE COMMON SHARES OF

       

      APOLLO
GOLD CORPORATION

       

      
        	
                Number
      of Warrants:  2,567,901

              	
                Warrant
      Certificate No. 5

              


      

       

      This is
to certify that, for value received, HAYWOOD SECURITIES INC., 2000-400 Burrard
Street, Vancouver, British Columbia, V6C 3A6 (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 February 23, 2011 (the
"Expiry Time"), one
fully paid and non-assessable Common Share for each Warrant (individually, a
"Warrant") represented
hereby at a price of Cdn$0.256 per share (the "Exercise Price"), upon and
subject to the following terms and conditions:

       

      
        	
                1.

              	
                Definitions

              


      

       

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

       

      
        	
                 
      

              	
                (a)

              	
                "AMEX" means the NYSE
      Alternext U.S. exchange, formerly known as the American Stock
      Exchange;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

              	
                "Current Market Price" of
      the Common Shares at any date means the price per Common Share equal to
      the weighted average price at which the Common Shares have traded on the
      TSX or, if the Common Shares are not then listed on the TSX, on such other
      Canadian stock exchange on which the Common 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;

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                 
      

              	
                (e)

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

              


      

       

      
        	
                 
      

              	
                (f)

              	
                "person" is to be
      interpreted broadly and includes an individual, corporation, partnership,
      sole proprietorship, unincorporated syndicate, unincorporated
      organization, trust, trustee, executor, administrator or other legal
      representative, unincorporated organization or organization or any group
      or combination thereof and pronouns have a similar extended
      meaning;

              


      

       

      
        	
                 
      

              	
                (g)

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

              


      

       

      
        	
                 
      

              	
                (h)

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

              


      

       

      
        	
                 
      

              	
                (i)

              	
                "TSX" means the Toronto
      Stock Exchange; and

              


      

       

      
        	
                 
      

              	
                (j)

              	
                "Warrants" means the
      warrants to purchase Common Shares, having the attributes and issued
      pursuant to the terms and provisions set out
  hereunder.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                2.

              	
                Expiry
      Time

              


      

       

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

       

      
        	
                3.

              	
                Exercise
      Procedure

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Any
      Warrant Certificate, Subscription Form and cash, certified cheque, money
      order or bank draft referred to in the foregoing subsection 3(a) shall be
      deemed to be surrendered only upon delivery thereof to the Corporation at
      its principal office in the manner provided in Section 30
      hereof.

              


      

       

      
        	
                4.

              	
                Entitlement
      to Certificates

              


      

       

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

       

      
        	
                5.

              	
                Assignment
      or Transfer of Warrants

              


      

       

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

       

      
        	
                6.

              	
                Partial
      Exercise and Exchanges

              


      

       

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

       

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

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                7.

              	
                No
      Fractional Common Shares

              


      

       

      Notwithstanding
any adjustment provided for in Section 11 hereof, 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.

       

      
        	
                8.

              	
                Not
      a Shareholder

              


      

       

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

       

      
        	
                9.

              	
                No
      Obligation to Purchase

              


      

       

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

       

      
        	
                10.

              	
                Covenants

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Corporation shall, at its expense, expeditiously use its commercially
      reasonable best efforts to obtain the listing on the TSX and the AMEX of
      the Common Shares issuable upon the exercise of the right to purchase
      provided for herein. The Corporation shall, at its expense and after
      completion and execution by the Holder of the Selling Securityholder
      Notice and Questionnaire attached as Annex A hereto use its commercially
      reasonable efforts to register the resale of the Common Shares underlying
      the Warrants in the United States as soon as reasonably possible so that
      the legend referred to in Section 28(d) may be removed upon resale of such
      securities.

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

      
        	
                11.

              	
                Adjustment
      to Exercise Price

              


      

       

      The
rights of the Holder, including the number of Common Shares issuable upon the
exercise of each Warrant represented hereby, will be adjusted from time to time
upon the occurrence of the events and in the manner provided in, and in
accordance with the provisions of, this Section.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

      
        	
                 
      

              	
                (d)

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

              


      

       

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

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

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

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (i)

              	
                the
      numerator of which is the aggregate
of:

              


      

       

      
        	
                 
      

              	
                A.

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

              


      

       

      
        	
                 
      

              	
                B.

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

              


      

       

      
        	
                 
      

              	
                (I)

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

              


      

       

      
        	
                 
      

              	
                (II)

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

              


      

       

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

       

      
        	
                 
      

              	
                (ii)

              	
                the
      denominator of which is:

              


      

       

      
        	
                 
      

              	
                A.

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

              


      

       

      
        	
                 
      

              	
                B.

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

              


      

       

      as at the
end of the Rights Period.

       

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

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

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

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

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

       

      If the
Holder has exercised this 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 the
Warrants represented by 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 7
will be applicable to any fractional interest in a Common Share to which such
Holder might otherwise be entitled and (y) the number of Common Shares received
upon the exercise of the Warrants represented by 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.

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (iii)

              	
                evidence
      of indebtedness; or

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                any
      property or other assets,

              


      

       

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

       

      
        	
                 
      

              	
                (i)

              	
                the
      numerator of which is:

              


      

       

      
        	
                 
      

              	
                A.

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

              


      

       

      
        	
                 
      

              	
                B.

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

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

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        	
                 
      

              	
                (a)

              	
                an
      event referred to in subsection
11(1);

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

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

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                12.

              	
                Rules
      Regarding Calculation of
Adjustments

              


      

       

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

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                 
      

              	
                (3)

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

              


      

       

      
        	
                 
      

              	
                (4)

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

              


      

       

      
        	
                 
      

              	
                (5)

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

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (6)

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

              


      

       

      
        	
                 
      

              	
                (7)

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

              


      

       

      
        	
                 
      

              	
                (8)

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

              


      

       

      
        	
                 
      

              	
                (9)

              	
                As
      a condition precedent to the taking of any action which would require any
      adjustment to the 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.

              


      

       

      
        	
                 
      

              	
                (10)

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

              


      

       

      
        	
                 
      

              	
                (11)

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

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                13.

              	
                Consolidation
      and Amalgamation

              


      

       

      
        	
                 
      

              	
                (1)

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

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (2)

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

              


      

       

      
        	
                14.

              	
                Representations
      and Warranties

              


      

       

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

       

      
        	
                15.

              	
                Holder
      not a U.S. Person

              


      

       

      The
Holder is not a "U.S. Person" (as that term is defined by Regulation S under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), which
definition includes, but is not limited to, an individual resident in the United
States, an estate or trust of which any executor or administrator or trustee,
respectively, is a U.S. Person and any partnership or company organized or
incorporated under the laws of the United States (or any State thereof)) and is
not acquiring this Warrant for the account or benefit of a U.S. Person or a
person in the United States.  This Warrant have not been offered to
the Holder in the United States.  The Holder undertakes and agrees
that it will not offer or sell this Warrant unless there is an exemption from
the registration requirements of the United States securities laws is available,
and further that it will not resell this Warrant except in accordance with the
provisions of applicable securities legislation, regulations, rules, policies
and orders and stock exchange rules.

       

      
        	
                16.

              	
                Acquisition
      of the Securities

              


      

       

      The
Holder hereby represents, warrants and certifies to the Corporation that the
securities represented by this Warrant Certificate, and the Common Shares
issuable upon exercise thereof, are being acquired solely for its own account
and not as a nominee for any other party and not with a view toward the resale
or distribution thereof and that it will not offer, sell or otherwise dispose of
the Warrant Certificate or the Common Shares issuable upon exercise thereof
except under circumstances which will not result in a violation of any
applicable securities laws in Canada, the United States and other applicable
securities laws or the rules of the TSX or AMEX.  In addition, the
Holder hereby represents, warrants and certifies to the Corporation that the
Holder: (i) at the time of receipt of this Warrant Certificate is not in the
United States; (ii) is not a U.S. Person and is not receiving this Warrant
Certificate for the account or benefit of a U.S. Person; (iii) did not execute
or deliver this Warrant Certificate while within the United States; (iv) has in
all other respects complied with the terms of Regulation S of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any
successor rule or regulation of the United States Securities and Exchange
Commission as presently in effect.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
        	
                17.

              	
                If
      Share Transfer Books Closed

              


      

       

      The
Corporation shall not be required to deliver certificates for Common Shares
while the share transfer books of the Corporation are properly closed prior to
any meeting of shareholders, for the payment of dividends or for any other
purpose and in the event of the surrender of any Warrant Certificate in
accordance with the provisions hereof and the making of any subscription and
payment for 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. Any
such postponement of delivery of certificates shall be without prejudice to the
right of the Holder, if the Holder has surrendered the same and made payment
during such period, to receive certificates for the Common Shares called for
after the share transfer books have been re-opened.

       

      
        	
                18.

              	
                Stolen,
      Lost, Mutilated or Destroyed
Certificate

              


      

       

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

       

      
        	
                19.

              	
                Governing
      Law

              


      

       

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

       

      
        	
                20.

              	
                Severability

              


      

       

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

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	
                21.

              	
                Headings

              


      

       

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

       

      
        	
                22.

              	
                Warrants
      Rank Pari Passu

              


      

       

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

       

      
        	
                23.

              	
                Numbering
      of Articles, etc.

              


      

       

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

       

      
        	
                24.

              	
                Number
      and Gender

              


      

       

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

       

      
        	
                25.

              	
                Day
      Not a Business Day

              


      

       

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

       

      
        	
                26.

              	
                TSX
      and AMEX Approvals

              


      

       

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

       

      
        	
                27.

              	
                Binding
      Effect

              


      

       

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

       

      
        	
                28.

              	
                Legends

              


      

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      "UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE JUNE 24, 2009."

       

      provided
that at any time subsequent to the date which is four months and one day after
the date hereof any certificate representing such Common Shares 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 three Business Days after receipt of the
legended certificate.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Holder acknowledges that the certificates representing the Common Shares
      and all certificates issued in exchange or substitution thereof, will bear
      a legend in substantially the following form as long as the legend
      referred to in subsection 28(a) remains on such
    certificate:

              


      

       

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

       

      
        	
                 
      

              	
                (c)

              	
                The
      Holder further acknowledges that any certificate representing Common
      Shares issued upon the exercise of this Warrant Certificate and all
      certificates issued in exchange or substitution thereof will bear the
      following legend:

              


      

       

      "UNTIL
THE SEPARATION TIME (AS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), THIS
CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS
SET FORTH IN A SHAREHOLDER RIGHTS PLAN AGREEMENT, DATED AS OF THE 17TH DAY OF
JANUARY, 2007 (THE "RIGHTS AGREEMENT"), BETWEEN THE CORPORATION AND CIBC MELLON
TRUST COMPANY, AS RIGHTS AGENT, THE TERMS OF WHICH ARE HEREBY INCORPORATED
HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS
HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION.  UNDER
CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS MAY BE
TERMINATED, MAY EXPIRE, MAY BECOME VOID (IF, IN CERTAIN CASES, THEY ARE
"BENEFICIALLY OWNED" BY AN "ACQUIRING PERSON", AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT, WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY
SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO
LONGER BE EVIDENCED BY THIS CERTIFICATE.  THE CORPORATION WILL MAIL OR
ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER THE RECEIPT OF A
WRITTEN REQUEST THEREFOR.

       

      
        	
                 
      

              	
                (d)

              	
                In
      addition, the Holder acknowledges that any certificate representing Common
      Shares issued upon the exercise of this Warrant Certificate will bear the
      following legend:

              


      

       

      "THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE ''SECURITIES ACT''), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY
EVIDENCED HEREBY, EXCEPT (A) TO THE ISSUER; (B) TO PERSONS OTHER THAN U.S.
PERSONS OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE
SECURITIES ACT (IF AVAILABLE); OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, AND (2) AGREES THAT IT WILL, PRIOR TO ANY
TRANSFER OF THIS SECURITY PURSUANT TO SUBPARAGRAPH (B) OR (C) ABOVE, FURNISH TO
THE ISSUER OR ISSUER'S COUNSEL SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER
INFORMATION AS MAY BE REQUIRED BY THE ISSUER TO CONFIRM THAT SUCH TRANSFER IS
BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS
''UNITED STATES'' AND ''U.S. PERSON'' HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTION WITH REGARD TO THIS
SECURITY, EXCEPT AS PERMITTED BY THE SECURITIES ACT."

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
                29.

              	
                Currency

              


      

       

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

       

      
        	
                30.

              	
                Notice

              


      

       

      Any
notice, document or other communication required or permitted by this 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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                31.

              	
                Time
      of Essence

              


      

       

      Time
shall be of the essence hereof.

       

      [SIGNATURE
PAGE FOLLOWS]

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      IN WITNESS WHEREOF, the Corporation has
caused this Warrant Certificate to be signed by its duly authorized officer this
23rd day of February, 2009.

       

      
        	
                 
      

              	
                APOLLO
      GOLD CORPORATION

              


      

       

      
        	
                 
      

              	
                Per: 
      

              	 	 


      

      
        	
                 
      

              	
                Authorized
      Signatory

              


      

       

      
        
          
          

        

        
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